Claris Studio TOS (English) 102423

CLARIS STUDIO TERMS OF SERVICE

THIS LEGAL AGREEMENT (THE “TERMS”) BETWEEN YOUR COMPANY OR

ORGANIZATION (REFERRED TO AS “COMPANY,” “YOU,” AND “YOUR”), ON THE ONE

HAND AND CLARIS INTERNATIONAL INC. AND /OR CLARIS INTERNATIONAL

(COLLECTIVELY REFERRED TO AS “CLARIS”) ON THE OTHER HAND, GOVERNS YOUR

USE OF THE CLARIS STUDIO (“CLARIS STUDIO”) PRODUCT, SOFTWARE, SERVICES,

AND WEBSITES (COLLECTIVELY REFERRED TO AS THE “SERVICE”). IT IS IMPORTANT

THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING

“AGREE,” YOU ARE AGREEING THAT THESE TERMS WILL GOVERN YOUR ACCESS

OR USE OF THE SERVICE. YOU FURTHER AGREE THAT YOU HAVE FULL LEGAL

AUTHORITY TO BIND YOUR COMPANY OR ORGANIZATION TO THESE TERMS. IF

YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND YOUR COMPANY OR

ORGANIZATION OR DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE” AND

CONTACT CLARIS.

Claris is the provider of the Service and compatible Claris offerings that connect with the

Service (including, without limitation, Claris FileMaker Go, Claris FileMaker Pro, Claris

FileMaker Server, Claris Go, Claris Pro, and Claris Server). The Service permits You to create

Submission Forms and send them to users within your organization or individuals outside

your organization to input data into your forms, and you can also create Views to display and

modify data for your Users (the “Permitted Use”) only under the terms and conditions set

forth in these Terms.

1. REQUIREMENTS FOR USE OF THE SERVICE

A. Compliance with Service Terms and Policies. You are solely responsible for Your

and Your Users’ (as defined in section 2(b) below) use of the Service, and You will ensure that

each User fully complies with these Terms, the Claris Privacy Policy located at

https://www.claris.com/company/legal/privacy and any applicable End User License

Agreements or other terms or agreements that accompany any of the compatible offerings

such as Claris FileMaker Go, Claris FileMaker Pro, Claris FileMaker Server, Claris Go, Claris

Pro or Claris Server (collectively, “Applicable Policies and Agreements”). To that end, You

will (i) be responsible for each User’s compliance with all Applicable Policies and Agreements

and (ii) enforce all restrictions and obligations set forth in these Terms. You will ensure that

all Users are of legal age of majority in the jurisdiction in which they reside. You will prevent

unauthorized use of the Service by Your Users and terminate any unauthorized use of or

access to the Service. You will promptly notify Claris of any unauthorized use of or access to

the Service.

You will have the ability to monitor, access or disclose certain user data associated with each

of Your Users’ Claris ID Accounts. You represent and warrant that, prior to deploying the

Service at your Company, You will obtain and maintain all necessary rights and consents

from each User to: (1) provide and use the Service in accordance with and as contemplated

in these Terms; and (2) access, receive and use User data that may arise as part of the

provision of the Service.

B. Limitations on Use. You agree to use the Service only for purposes permitted by

these Terms, and only to the extent permitted by any applicable law, regulation, or generally

accepted practice in the applicable jurisdiction. If Your use of the Service or other behavior

intentionally or unintentionally threatens Claris’s ability to provide the Service or other

systems, Claris shall be entitled to take all reasonable steps to protect the Service and

Claris’s systems, which may include suspension of Your access to the Service. Repeated

violations of the limitations may result in termination of Your Account.

You may not use the Service in any situation or environment where use, failure, delays, errors,

inaccuracies or fault of the Service could lead to death, personal injury or physical or

environmental damage. For example, You may not use, or permit any other person to use,

the Service in connection with aircraft or other modes of human mass transportation,

communication systems, nuclear or chemical facilities, weapons systems, or Class III medical

devices under the Federal Food, Drug, and Cosmetic Act.

You may not use or access the Service or Software to monitor availability, performance or

functionality or for any other benchmarking or competitive purposes.

If You are a covered entity, business associate or representative of a covered entity or

business associate (as those terms are defined at 45 C.F.R § 160.103), You agree that You

will not use any component, function or other facility of Claris Studio to create, receive,

maintain or transmit any “protected health information” (as such term is defined at 45 C.F.R §

160.103) or use Claris Studio in any manner that would make Claris (or any Claris Subsidiary)

Your or any third party’s business associate.

C. Availability of the Service. Claris makes no representation that (i) the Service, or any

feature or part thereof, will become available in a particular language or country or (ii) the

Service or any feature or part thereof complies with applicable laws of any other particular

location. To the extent You choose to access and use the Service, You do so at Your own

initiative and are responsible for Your compliance with any applicable laws.

D. Changing the Service or Terms. Claris reserves the right at any time to modify these

Terms and to add new or additional terms or conditions on your use of the Service. Such

modifications and additional terms and conditions will be effective immediately and

incorporated into these Terms. Your continued use of the Service will be deemed acceptance

thereof. Claris shall not be liable to You for any modifications to the Service or terms of

service made in accordance with this Section 1(D).

E. Accessibility. Claris shall use reasonable efforts to make the Service available to You

and Your Users on a 24/7 basis, but Claris shall not be liable for, and Claris expressly

disclaims any liability for, any lack of availability of the Service for any reason, including

(without limitation) any system backup or other routine maintenance (whether scheduled or

unscheduled), communication network failures or force majeure events.

F. Support. Claris shall use reasonable efforts to provide You with support for use of the

Service as described in the Claris Support Policy located at:

https://support.claris.com/s/answerview?anum=000023250&language=en_US.

G. Compliance with Law. You agree that You are solely responsible, and remain liable,

for ensuring that Your use of the Service, including use of the Service by each of Your Users

and any other end users, fully complies with all applicable laws, including all privacy and data

protection laws.

2. FEATURES AND SERVICES

A. Administrator of Your Team. Your Team Manager(s) will have access to Claris

Studio to manage users, create Submission Forms, view and modify data in views (“Views”)

and download Claris Pro and Claris Server. You understand that Claris is not responsible for

management of the Service for You or Your Users.

B. Claris Studio Users. You must purchase a Claris Studio user license for the number

of unique individuals in your company or organization that will need any access to the Service

(each such individual, a “User”). If you have purchased access to the Service under a volume

license program (e.g., Problem Solvers Circle Site License program or Claris Platform Bundle

program) then you must purchase licenses for the number of individuals as stated in those

program terms. Each User can launch Claris Pro and access Claris Studio data within Claris

Pro apps. Users can create and fill out Submission Forms and also view and modify data in

Views mode.

C. Claris ID Account. Claris Studio allows each User to create a Claris ID account

(“Account”), a unique username and password combination, which is required in order to sign

in to use the Service. A User must not reveal their Account information to anyone else. You

and Your Users are solely responsible for maintaining the confidentiality and security of User

Accounts and for all activities that occur on or through Your Users’ Accounts, and You agree

to immediately notify Claris of any security breach of or unauthorized access to Your Users’

Accounts. You further acknowledge and agree that You and Your Users will not share Your

Account and/or password details with another individual. To the fullest extent permitted

under applicable law, Claris shall not be responsible for any losses arising out of the

unauthorized use of Your Account or of any of Your Users’ Accounts

In order to use the Service, each User must enter their Claris ID username and password to

authenticate their Account. You and Your Users agree to provide accurate and complete

information when You register with, and as You use, the Software or Service (“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 Account.

Claris ID Lost Credentials. Each User is responsible for maintaining their own Claris ID

credentials. If a User forgets or loses their password and is unable to reset his or her

password through the “Forget Password?” functionality, Claris will not be able to provide You

with access to Your Instance or any Content or data stored thereon.

3. YOUR USE OF THE SERVICE

A. Use of Other Claris Products and Services. Particular components or features of

the Service provided by Claris and/or its licensors, including but not limited to the ability to

use Claris FileMaker Go, Claris FileMaker Pro, Claris FileMaker Server, Claris Go, Claris Pro,

or Claris Server require separate software or other license agreement or terms of use. You

must read, accept, and agree to be bound by any such separate agreement as a condition of

using these particular components or features of the Service.

B. No Conveyance. Nothing in these Terms shall be construed to convey to You any

interest, title, or license in a Claris ID, domain or subdomain name, or similar resource used

by You in connection with the Service. As between You and Claris, Claris owns all intellectual

property rights in and to any Claris ID, domain or subdomain name, or similar resource used

by You in connection with the Service.

C. No Resale of Service. You agree that You will not reproduce, copy, duplicate, sell,

resell, sublicense, rent or trade the Service (or any part thereof) for any purpose unless

authorized to do so by Claris.

D. Third Party Materials. The Service may display, include, or provide access to

content, data, information, applications, services, or materials from third parties (“Third Party

Materials”) or provide links to certain third party web sites. By using the Services, you

acknowledge and agree that Claris is not responsible for examining or evaluating the content,

accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality

or any other aspect of such Third-Party Materials or web sites. Claris does not warrant or

endorse and does not assume and will not have any liability or responsibility to you or any

other person for any third-party services, Third Party Materials or web sites, or for any other

materials, products, or services of third parties.

4. CONTENT AND YOUR CONDUCT

A. Content. “Content” means any information that may be stored, generated, accessed

or encountered through use of the Service, such as data files, written text, graphics,

photographs, images, sounds, videos, messages and any other like materials. You

understand that all Content on the Service is the sole responsibility of the User or other

individual from whom such Content originated. This means that You, and not Claris, are

solely responsible for any Content You upload, download, post, email, transmit, store or

otherwise make available through Your use of the Service. You understand that by using the

Service You may encounter Content that You may find offensive, indecent, or objectionable,

and that You may expose others to Content that they may find objectionable. Claris does not

control the Content posted via the Service, nor does it guarantee the accuracy, integrity or

quality of such Content. You understand and agree that Your use of the Service and any

Content is solely at Your own risk.

B. Your Conduct. You agree that You and Your Users will NOT use the Service to:

1. upload, download, post, email, transmit, store or otherwise make available any

Content that is unlawful, harassing, threatening, harmful, tortious, defamatory,

libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful,

racially or ethnically offensive, or otherwise objectionable;

2. stalk, harass, threaten or harm another;

3. pretend to be anyone, or any entity, You are not — You may not impersonate

or misrepresent Yourself as another person, entity, another Claris Studio user, a Claris

employee, or a civic or government leader, or otherwise misrepresent Your affiliation

with a person or entity (and Claris reserves the right to reject or block any Claris ID or

email address which could be deemed to be an impersonation or misrepresentation of

Your identity, or a misappropriation of another person’s name or identity);

4. engage in any copyright infringement or other intellectual property infringement

(including uploading any content to which You do not have the right to upload), or

disclose any trade secret or confidential information in violation of a confidentiality,

employment, or nondisclosure agreement;

5. post, send, transmit or otherwise make available any unsolicited or

unauthorized email messages, advertising, promotional materials, junk mail, spam, or

chain letters, including, without limitation, bulk commercial advertising and

informational announcements;

6. forge any TCP-IP packet header or any part of the header information in an

email or a news group posting, or otherwise putting information in a header designed

to mislead recipients as to the origin of any Content transmitted through the Service

(“spoofing”);

7. upload, post, email, transmit, store or otherwise make available any material

that contains viruses or any other computer code, files or programs designed to or

that may or do harm, interfere or limit the normal operation of the Service (or any part

thereof), or any other computer software or hardware;

8. interfere with or disrupt the Service (including accessing the Service through

any automated means, like scripts or web crawlers), or any servers or networks

connected to the Service, or any policies, requirements or regulations of networks

connected to the Service (including any unauthorized access to, use or monitoring of

data or traffic thereon);

9. plan or engage in any illegal activity; and/or

10. gather and store personal information on any other users of the Service to be

used in connection with any of the foregoing prohibited activities.

C. Removal of Content. You acknowledge that Claris is not responsible or liable in any

way for any Content provided by others and has no duty to pre-screen such Content.

D. Storage of Content. Claris will store Your Content (along with all other Content

stored on or through Your Instance) in a data center located in the United States or in another

geographic region, as more regions become available, in Claris’s sole discretion. Each of

Your User’s Content will be stored in Your data center regardless of the geographic location

of each such User. You are responsible for providing notice of this provision to each User

and for ensuring that each such User fully complies with applicable law with respect to any

Content each User posts to Your Instance. Claris may move Your Content to a new data

center if one becomes available or for any other reason.

E. Access to Your Account and Content. Claris reserves the right to take steps Claris

believes are reasonably necessary or appropriate to enforce and/or verify compliance with

any part of these Terms. You acknowledge and agree that Claris may, without liability to You,

access, use, preserve and/or disclose Your Account information and Content to law

enforcement authorities, government officials, and/or a third party, as Claris believes is

reasonably necessary or appropriate, if legally required to do so or if Claris has a good faith

belief that such access, use, disclosure, or preservation is reasonably necessary to: (i) comply

with legal process or request; (ii) enforce these Terms, including investigation of any potential

violation thereof; (iii) detect, prevent or otherwise address security, fraud or technical issues;

or (d) protect the rights, property or safety of Claris, its users, a third party, or the public as

required or permitted by law.

F. Copyright Notice – DMCA. If You believe that any Content in which You claim

Agent as described in our Copyright Policy

at https://www.claris.com/company/legal/docs/dmca_process.pdf. Claris may, in its sole

discretion, suspend and/or terminate Accounts of users that are found to be repeat infringers.

G. Violations of these Terms. If while using the Service, You encounter Content You

find inappropriate, or otherwise believe to be a violation of these Terms, You may report it by

sending an email to [email protected]

H. Content Submitted or Made Available by You on the Service

1. License from You. Except for material we may license to You, Claris does not

claim ownership of the materials and/or Content You submit or make available on the

Service.

2. Changes to or Transmission of Content. You understand that in order to

provide the Service and make Your Content available thereon, Claris may transmit

Your Content across various public networks, in various media, and modify or change

Your Content to comply with technical requirements of connecting networks or

devices or computers. You agree that the license herein permits Claris to take any

such actions.

3. Trademark Information. Claris, the Claris logo, Claris Pro, Claris Studio, FileMaker,

and other Claris trademarks, service marks, graphics, and logos used in connection

with the Service are trademarks or registered trademarks of Claris International Inc. in

the United States and/or other countries. A list of Claris’s trademarks can be found at

https://www.claris.com/company/legal/trademark-guidelines.html. Other trademarks,

service marks, graphics, and logos used in connection with the Service may be the

trademarks of their respective owners. You are granted no right or license in any of

the aforesaid trademarks, and further agree that You shall not remove, obscure, or

alter any proprietary notices (including trademark and copyright notices) that may be

affixed to or contained within the Service or Software.

I. Feedback. You grant to Claris and each of its Affiliates a worldwide, perpetual,

irrevocable, royalty-free, fully-paid up, freely transferable, fully sublicensable (through multiple

tiers of sublicenses) license to use any feedback, comments or suggestions that You or Your

Users provide to Claris. You represent and warrant that you have all rights necessary to grant

to Claris and each of its Affiliates the foregoing license grant.

5. DATA PRIVACY AND SECURITY

A. Under this Agreement, Claris, acting as a data processor and service provider on Your

behalf, may receive or have access to Personal Data, if provided by You or Your Users. By

entering into this Agreement, You instruct Claris to process and use this Personal Data to

provide and maintain the Service in accordance with applicable law, Your instructions given

through the use of the Service (e.g., instructions given through the Service), and any other

written instructions given by You that are accepted and acknowledged in writing by Claris.

Claris shall comply with such instructions, if applicable, and unless prohibited by law, in

which case Claris will inform You before processing such Personal Data (unless prohibited by

law from informing You on grounds of public interest). Claris shall only process the Personal

Data on such documented instructions, unless required to do so by law, in such a case,

Claris shall inform You of that legal requirement before processing, unless that law prohibits

such information on important grounds of public interest. Furthermore, Claris shall not: (i)

disclose any Personal Data in such a manner as to constitute a “sale” or “sharing” (as those

terms are defined in the CCPA or any similar concept in other data protection laws) of

Personal Data; (ii) collect, retain, use, or disclose such Personal Data for any purpose other

than providing the Service; (iii) combine such Personal Data with Personal Data that Claris

obtains from other sources; or (iv) use or disclose such Personal Data outside of the direct

business relationship between Claris and You.

B. Sub-Processors. Claris may provide Personal Data to service providers who provide

services to Claris in connection with the Service (“Sub-processors”). You authorize Claris to

use Apple Inc. as Sub-processor. You further generally authorize to Claris to use any other

Sub-processors; provided such Sub-processors are contractually bound by data protection

obligations at least as protective as those in this Agreement. The list of Sub-Processors is

available at https://www.claris.com/company/legal/docs/claris_subprocessors_list.pdf. Claris

will announce any intended changes concerning the addition or replacement of sub-

processors via this site, thereby giving You the opportunity to object to such changes. Where

a sub-processor fails to fulfil its data protection obligations, Claris shall remain fully liable to

You for the performance of that sub-processor’s obligations.

C. Data Incidents. If Claris becomes aware that Personal Data has been altered,

deleted, or lost as a result of any unauthorized access to the Service (a “Data Incident”),

Claris will notify You without undue delay if required by law, and Claris will take reasonable

steps to minimize harm and secure the data. Notification of, or response to, a Data Incident

by Claris will not be construed as an acknowledgment by Claris of any responsibility or

liability with respect to a Data Incident. You are responsible for complying with applicable

incident notification laws and fulfilling any third-party obligations related to Data Incident(s).

Claris will not access the contents of Personal Data in order to identify information subject to

any specific legal requirements.

D. Security Procedures; Compliance. Claris shall use industry-standard measures to

safeguard Personal Data during the transfer, processing, and storage of Personal Data as

part of the Service. As part of these measures, Claris will use commercially reasonable

efforts to encrypt Personal Data at rest and in transit; ensure the ongoing confidentiality,

integrity, availability and resilience of the Service; in the event of an issue, restore the

availability of Personal Data in a timely manner; and regularly test, assess, and evaluate the

effectiveness of such measures. Claris will take appropriate steps to ensure compliance with

security procedures by its employees, contractors and Sub-processors, and Claris shall

ensure that any persons authorized to process such Personal Data comply with applicable

laws regarding the confidentiality and security of Personal Data with regards to the Service.

Encrypted Personal Data may be stored at Claris’ geographic discretion. To the extent Claris

is acting as a data processor, Claris will assist You with ensuring Your compliance, if

applicable, with the following: (a) Article 28 of the GDPR or other equivalent obligations under

law (by making available all necessary information; by allowing for and contributing to audits

(provided, that Claris’ ISO 27001 and ISO 27018 certifications shall be considered sufficient

for such required audit purposes); (b) Article 32 of the GDPR or other equivalent obligations

under law (by in particular implementing the security procedures set forth in this section 5.3

and by maintaining the ISO 27001 and ISO 27018 Certifications); (c) Articles 33 and 34 of the

GDPR or other equivalent obligations under law (by assisting You with providing required

notice of a Data Incident to a supervisory authority or data subjects); (d) Articles 35 and 36 of

the GDPR or other equivalent obligations under law requiring You to conduct data protection

impact assessments or to consult with a supervisory authority prior to processing; (e) an

investigation by a data protection regulator or similar authority regarding Personal Data; and

(f) taking into account the nature of the processing by appropriate technical and

organizational measures, insofar as this is possible, to Your obligation to respond to request

for exercising data subject’s rights under the GDPR or other equivalent obligations under

applicable law.

E. Data Access and Transfer; Termination. If required by law, Claris will ensure that

any international data transfer is done only to a country that ensures an adequate level of

protection, has provided appropriate safeguards as set forth in applicable law, such as those

in Articles 46 and 47 of the GDPR (e.g., standard data protection clauses), or is subject to a

derogation in Article 49 of the GDPR or applicable law. Such safeguards may include the

Model Contract Clauses/ United Kingdom International Data Transfer Agreement and

International Data Addendum/Swiss Transborder Data Flow Agreement, available upon

request, if applicable. If You are required to enter a data transfer agreement to transfer data

to a third country, You agree to enter into the applicable data transfer agreement for Your

jurisdiction.

Claris is not responsible for data You store or transfer outside of Claris’ system. Upon

termination of this Agreement for any reason, and after expiration of the 45 day period in

which You may access the Service for a limited window of time in order to download a copy

of your Content or data stored on the Service, Claris shall securely destroy Personal Data

stored by Claris in connection with Your use of the Service within a reasonable period of time,

but in any case, no longer than 90 days, except to prevent fraud or as otherwise required by

law.

F. Other. Claris may disclose Personal Data provided by You or Your Users if Claris

determines that disclosure is reasonably necessary to enforce Claris’ terms and conditions or

protect Claris’ operations or users. Additionally, in the event of a reorganization, merger, or

sale, Claris may transfer any and all Personal Data provided by You or by Your Users to the

relevant party. In the event Claris receives a third-party request for Personal Data (“Third-

Party Request”), Claris will notify You, to the extent permitted by law, of its receipt of the

Third-Party Request, and notify the requester to address such Third-Party Request to You.

Unless otherwise required by law or the Third-Party Request, You will be responsible for

responding to the Request.

G. FERPA. If Company is an educational institution under the Family Educational Rights

and Privacy Act, 20 U.S.C. § 1232g (FERPA), Claris acknowledges that it is acting as a

“school official” with “legitimate educational interests” with respect to any Company data that

are “education records” as those terms have been defined under FERPA and its

implementing regulations, and that Claris will abide by the limitations and requirements

imposed by 34 CFR 99.33(a) on school officials. In addition, Company consents to the

processing of any personal data of end users submitted through the Services and agrees it

has complied with Section 1A of these Terms.

6. PROPRIETARY RIGHTS; SOFTWARE

A. Claris’s Proprietary Rights. You acknowledge and agree that Claris and/or its

licensors own all legal right, title and interest in and to the Service, and any software provided

to You as a part of and/or in connection with the Service (the “Software”), including any and

all intellectual property rights that exist therein, whether registered or not, and wherever in the

world they may exist. You further agree that the Service (including the Software, or any other

part thereof) contains proprietary and confidential information that is protected by applicable

intellectual property and other laws, including but not limited to copyright. You agree that You

will not use such proprietary information or materials in any way whatsoever except for use of

the Service in compliance with these Terms. No portion of the Service may be reproduced in

any form or by any means, except as expressly permitted in these terms. Except as

expressly set forth in these Terms, Claris does not grant You or Your Users any other

licenses, rights or interest with respect to the Service, the Software or any intellectual

property rights that exist therein or related thereto.

B. License From Claris. Subject to Your compliance with these Terms, Claris grants

You a non-exclusive, non-transferable, limited license to use the Software solely, during the

Term, (i) as provided to You by Claris as a part of the Service and (ii) in accordance with these

Terms; provided, however that You will not (and will not permit anyone else to) copy, modify,

create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the

source code (unless expressly permitted or required by applicable law), sell, lease,

sublicense, assign, grant a security interest in or otherwise transfer any right in the Software.

THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE

SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED, INFRINGES ON

THE INTELLECTUAL PROPERTY RIGHTS OF CLARIS OR OTHERS AND MAY SUBJECT

YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES,

FOR COPYRIGHT INFRINGEMENT.

C. 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 website (http://www.claris.com/resources/downloads/). 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. Claris will not be responsible for any act

or omission of any third party and makes no warranties of any kind with respect to any third-

party components or programs included with the Software or that have been or may be made

available by Claris on its website.

D. Export Control. Use of the Service and Software, including transferring, posting, or

uploading data, software or other Content via the Service, may be subject to the export and

import laws of the United States and other countries. You agree to comply with all applicable

export and import laws and regulations. In particular, but without limitation, the Software may

not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the

U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of

Commerce Denied Person’s List or Entity List. By using the Software or Service, You

represent 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 or Service for any purposes prohibited by

United States law, including, without limitation, the development, design, manufacture or

production of missiles, nuclear, chemical or biological weapons. You further agree not to

upload to Your Account any data or software that is: (a) subject to International Traffic in

Arms Regulations; or (b) that cannot be exported without prior written government

authorization, including, but not limited to, certain types of encryption software and source

code, without first obtaining that authorization. This assurance and commitment shall survive

termination of these Terms.

7. TERM AND TERMINATION

A. Agreement Term. For paid subscriptions to the Service, Your subscription term will

commence on the date You purchase Your subscription and will terminate at the end of the

annual term or multi-year term (“Expiry Date”) that You have purchased (“Initial Term”). At

any time prior to expiration of the Initial Term or then-current subscription term, You may

choose to renew Your subscription for an additional one-year term or multi-year term by

contacting Claris Sales at 1-800-725-2747 and paying the applicable renewal fees (each such

renewal term, a “Renewal Term”). If You do not purchase a renewal of Your current paid

subscription prior to the Expiry Date, then Your subscription to the Service will automatically

expire on the Expiry Date of the Initial Term or the last day of the current Renewal Term, as

applicable.

B. Voluntary Termination by You or Your Users.

1. Your Voluntary Termination of the Service. You may choose for Your

Organization or Company to stop using the Service at any time. To terminate Your

Subscription to the Service prior to expiration of the current Term, you must contact

Customer Support. Your Team Manager will receive an email with further instructions

on how to cancel Your Subscription. Any fees paid by You prior to Your termination

are nonrefundable (except as expressly provided otherwise in these Terms), including

any fees paid in advance for the billing year during which You terminate. Termination

of Your Account shall not relieve You of any obligation to pay any accrued fees or

charges.

2. Voluntary Termination of a User Account. You may choose to remove one

of Your Users’ Accounts by having Your Team Manager remove them as a licensed

User. If You or one of Your Users terminates a particular User Account in accordance

with the foregoing sentence, such User will no longer have access to any Content or

data associated with the User’s account.

3. Voluntary Termination of a Claris ID Account. If You want to deactivate a

particular User’s Claris ID, then a Team Manager can deactivate the User’s Claris ID in

Claris Studio. If the original Team Manager wants to deactivate their Claris ID, please

contact Claris Customer Support https://www.claris.com/company/#claris-offices. If

You want to delete a Claris ID, contact Claris Customer Support. If You or Your User

request to delete a User’s Claris ID in accordance with the foregoing sentence, such

User will not have access to other Claris products and services with that Claris ID.

This action may be non-reversible.

C. Termination by Claris. Claris may at any time, under certain circumstances and

without prior notice, immediately terminate or suspend all or a portion of Your Account, Your

Users’ Accounts and/or Your or Your Users’ access to the Service. Reasons for such

termination or suspension include (but are not limited to): (i) violations of these Terms or any

other policies or guidelines that are referenced herein and/or posted on the Service; (ii) a

request by You to cancel or terminate the Service; (iii) a request and/or order from law

enforcement, a judicial body, or other government agency; (iv) where provision of the Service

to You is or may become unlawful; (v) unexpected technical or security issues or problems;

(vi) Your participation in fraudulent or illegal activities; or (vii) failure to pay any fees owed by

You in relation to the Service. Any such termination or suspension shall be made by Claris in

its sole discretion and Claris will not be responsible to You, any of your Users or any third

party for any damages that may result or arise out of such termination or suspension of Your

Account, Your Users’ Accounts and/or access to the Service by Your or Your Users. Claris

shall not be liable to You for any modifications to the Service or terms of service in

accordance with this Section 7(C).

D. Effects of Termination. Upon expiration or termination of Your subscription for any

reason, Your license to use the Service is immediately terminated. A Team Manager will have

45 days after expiration or termination to access the Service for a limited window of time in

order to download a copy of Your Content or data stored on the Service. Depending on the

volume of Your Content, it may take a significant amount of time to download, and you

should contact Customer Support with any difficulties you may encounter. After 45 days You

will no longer be able to access Your Instance and Claris will, within a reasonable period of

time not to exceed an additional 90 days, delete all Your Content and data stored in or as a

part of Your Instance. Other individual components of the Service that You may have used or

be using subject to separate software license agreements, such as the Claris Pro, will also

terminate or expire immediately in accordance with the terms of those license agreements.

E. Survival. All terms and provisions in this Agreement, including any and all addenda

and amendments hereto, which by their nature are intended to survive any termination or

expiration of this Agreement, shall so survive.

8. DISCLAIMER OF WARRANTIES

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS

SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY

APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO

YOU.

CLARIS SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE.

THE FOLLOWING DISCLAIMERS ARE SUBJECT TO THIS EXPRESS WARRANTY.

CLARIS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT (A) YOUR USE OF

THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR (B) THE SERVICE WILL BE

AVAILABLE 24/7, AND YOU AGREE THAT FROM TIME TO TIME CLARIS MAY REMOVE THE

SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE IN

ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. CLARIS DOES NOT

GUARANTEE NETWORK AVAILABILITY AND WILL NOT BE LIABLE FOR ANY DOWNTIME

THAT YOU OR YOUR USERS EXPERIENCE AS A RESULT OF NETWORK CONNECTIVITY

ISSUES OR OTHERWISE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN

“AS IS” AND “AS AVAILABLE” BASIS. CLARIS AND ITS AFFILIATES, SUBSIDIARIES,

OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS

EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN PARTICULAR, CLARIS AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS,

EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (I) THE

SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE

TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED

BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) ANY

DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE

WILL BE CORRECTED; OR (V) THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS.

CLARIS DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE

FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER

SECURITY INTRUSION, AND CLARIS DISCLAIMS ANY LIABILITY RELATING THERETO.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE

SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE

SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF

DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER

ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN

SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR

ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY

THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR

ENVIRONMENTAL DAMAGE.

9. LIMITATION OF LIABILITY

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY

BY SERVICE PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE

SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR

LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

CLARIS SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE.

THE FOLLOWING LIMITATIONS DO NOT APPLY IN RESPECT OF LOSS RESULTING FROM:

(A) CLARIS’S FAILURE TO USE REASONABLE SKILL AND DUE CARE; (B) CLARIS’S GROSS

NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD; OR (C) DEATH OR PERSONAL INJURY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLARIS AND ITS AFFILIATES,

SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND

LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED

TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF

PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE

LOSSES (EVEN IF CLARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY

CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION

OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR

ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION

OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR

DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD

PARTY ON THE SERVICE; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

IN NO EVENT SHALL CLARIS’S MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNT

PAID BY YOU TO CLARIS FOR THE SERVICE IN THE PRECEDING TWELVE-MONTH

SUBSCRIPTION TERM.

10. INDEMNIFICATION AND WAIVER

A. By You. You agree to defend, indemnify and hold Claris, its affiliates, subsidiaries,

directors, officers, employees, agents, partners, contractors, and licensors (“Claris

Indemnified Parties”) harmless from any claim or demand, including reasonable attorneys’

fees, made by a third party, relating to or arising from: (i) any Content You or Your Users

submit, post, transmit, or otherwise make available through the Service; (ii) Your or Your

Users’ use of the Service; (iii) any actual or alleged violation by You or Your Users of these

Terms; (iv) any action taken by Claris as part of its investigation of a suspected violation of

these Terms or as a result of its finding or decision that a violation of these Terms has

occurred; or (v) Your or Your Users’ violation of any rights of another person or entity or any

laws, rules or regulations. You acknowledge that the Service is not intended for use in

situations in which errors or inaccuracies in the content, functionality, services, data or

information provided by the Service, or the failure of the Service, could lead to death,

personal injury, or severe physical or environmental damage, and to the extent permitted by

law, You hereby agree to indemnify, defend and hold harmless each Claris Indemnified Party

from any claims by reason of any such use by You or Your Users. You cannot sue Claris, its

affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and

licensors as a result of its decision to remove or refuse to process any information or Content,

to warn You, to suspend or terminate Your access to the Service, or to take any other action

during the investigation of a suspected violation or as a result of Claris’s conclusion that a

violation of these Terms has occurred. This waiver and indemnity provision applies to all

violations described in or contemplated by these Terms. This provision shall survive the

termination or expiration of these Terms and/or Your use of the Service. You acknowledge

that You are responsible for all use of the Service using Your Account, and that these Terms

apply to any and all usage of Your Account. You agree to comply with these Terms and to

defend, indemnify and hold harmless Claris from and against any and all claims and demands

arising from usage of Your Account, whether or not such usage is expressly authorized by

You.

B. Indemnification Procedure. Claris will provide You with reasonably prompt written

notice of any claim covered by the foregoing Section 10(A) and will cooperate with You, at

Your expense, in defending such claim. You will have full control and authority over defense

of the applicable claim except that: (i) You may not settle the claim unless Claris is provided

with an opportunity to review the terms of such proposed settlement and provides prior

written consent of such proposed settlement; and (ii) Claris may join in the defense of such

claim with its own counsel at its own expense.

11. POSSIBLE INFRINGEMENT

If Claris believes the Service or Software infringe or may be alleged to infringe a third party’s

intellectual property rights, then Claris may: (a) obtain the right for You, at Claris’s expense, to

continue using the Service or Software; (b) provide a non-infringing functionally equivalent

replacement; or (c) modify the Service or Software so that they no longer infringe. If Claris

does not believe the options described in this section are commercially reasonable, then

Claris may suspend or terminate Claris’s use of the affected Service or Software, with a pro-

rata refund of prepaid fees for the Service or Software.

12. GENERAL

A. Notices. Claris may provide You with notices regarding the Service by email to Your

email address or by postings on our website and/or the Service.

You consent to receive

notices by email and agree that any such notices that Claris sends You electronically will

satisfy any legal communication requirements. Any notice sent to Claris must be (a) sent by

U.S. Postal Service, or (b) sent by overnight air courier, in each case properly posted and fully

prepaid to: Legal Department, Claris International Inc., One Apple Park Way, 174-1CL,

Cupertino, CA, USA, 95014, with a courtesy copy sent via e-mail to legal@claris.com.

B. Governing Law. Except to the extent expressly provided in the following paragraph,

these Terms and the relationship between You and Claris shall be governed by the laws of

the State of California, excluding its conflicts of law provisions. You and Claris agree to

submit to the personal and exclusive jurisdiction of the courts located within the county of

Santa Clara, California, to resolve any dispute or claim arising from these Terms.

If You are located outside the United States, the governing law and forum shall be the law

and courts of the country of domicile of the Claris entity providing the Service to you.

Specifically excluded from application to these Terms is that law known as the United

Nations Convention on the International Sale of Goods.

C. Entire Agreement. These Terms, along with all other Applicable Policies and

Agreements, constitute the entire Agreement between You and Claris, govern Your use of the

Service and completely replace any prior agreements between You and Claris in relation to

the Service and the Software.

D. Additional Terms and Conditions. You may also be subject to additional terms and

conditions that may apply when You use affiliate services, third-party content, or third-party

software.

E. Severability. If any part of these Terms is held invalid or unenforceable, that portion

shall be construed in a manner consistent with applicable law to reflect, as nearly as possible,

the original intentions of the parties, and the remaining portions shall remain in full force and

effect.

F. No Waiver. Any delay or failure of Claris to exercise or enforce any right or provision

of these Terms shall not constitute a waiver of such right or provision.

G. No Third Party Beneficiaries. You agree that, except as otherwise expressly

provided in these Terms, there shall be no third-party beneficiaries to this Agreement.

H. Assignment. You may not assign or transfer these Terms, in whole or in part,

whether by operation of law or otherwise, without Claris’s prior written consent. Any change

of control, including, without limitation, any merger, acquisition, corporate reorganization or

sale of all or substantially all of Your assets, shall be deemed an assignment or transfer for

purposes of these Terms that requires Claris’s prior written consent. Any assignment in

contravention of the foregoing shall be null and void. Subject to the foregoing, this

Agreement will bind and inure to the benefit of the parties, their respective successors and

permitted assigns.

I. Federal Government End Users. The Service, Software and related documentation

are “Commercial Items”, as such 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 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.

J. Attorneys’ Fees. To the extent not prohibited by applicable law, if any action or

proceeding, whether regulatory, administrative, at law or in equity is commenced or instituted

to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in

any such action or proceeding shall be entitled to recover its reasonable attorneys’ fees,

expert witness fees, costs of suit and expenses, in addition to any other relief to which such

prevailing party may be entitled. As used herein, “prevailing party” includes without limitation,

a party who dismisses an action for recovery hereunder in exchange for payment of the sums

allegedly due, performance of covenants allegedly breached, or consideration substantially

equal to the relief sought in the action.

K. Force Majeure. Neither party shall be responsible for failure or delay of performance

that is caused by an act of war, hostility, terrorism, civil disobedience, fire, earthquake, act of

God, natural disaster, accident, pandemic, labor unrest, government limitations (including the

denial or cancelation of any export/import or other license), or other event outside the

reasonable control of the obligated party; provided that within five (5) business days of

discovery of the force majeure event, such party provides the other with a written notice.

Both parties will use reasonable efforts to mitigate the effects of a force majeure event. In the

event of such force majeure event, the time for performance or cure will be extended for a

period equal to the duration of the force majeure event, but in no event more than thirty (30)

days. This Section does not excuse either party’s obligation to institute and comply with

reasonable disaster recovery procedures.

“Claris” as used herein means:

Claris International Inc., located at One Apple Park Way, Cupertino, CA, USA 95014

Claris International, with registered address at 280 Bishopsgate, London, United Kingdom

EC2M 4RB.

ELECTRONIC CONTRACTING

Your use of the Service includes the ability to enter into agreements and/or to make

transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS

CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR

SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE

BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL

TRANSACTIONS YOU ENTER INTO ON THIS SERVICE, INCLUDING NOTICES OF

CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and

retain Your electronic records, You may be required to have certain hardware and software,

which are Your sole responsibility.

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