An Apple Subsidiary

Site License Agreement
The Site License Agreement software programs FileMaker Pro, FileMaker Pro
Advanced and FileMaker Server and any other software programs listed on the
software download page (“Software”) are licensed, not sold, to the Licensee listed on
the software download page by FileMaker, Inc. and/or FileMaker International
(collectively referred to as “FMI”) 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 not install, copy, download, access or use the
Software, and Licensee must promptly notify FMI 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 set forth on the
software download page (“License Count”). Upon payment of all applicable fees and
subject to the terms of this Agreement, FMI grants to Licensee a non-exclusive, perpetual
(unless terminated under Section 6), non-transferable license to make exact object code
copies of FileMaker Pro, FileMaker Pro Advanced, FileMaker 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
located at Licensee's site address, as applicable. FMI 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 governed by Licensee as identified by the Tax ID# or other
identification set forth on the software download page. 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. Licensee will use
commercially reasonable 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 who work on-site at
Licensee's facilities may also use the Software in connection with the operation of the
business of Licensee so long as such temporary employees, contractors and consultants
were included in the Initial Number of Seats. 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 FMI and its licensors retain ownership of the
Software itself. FMI reserves any rights not expressly granted to Licensee. The rights
granted are limited to FMI's 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 the term of this Agreement. Licensee is not obligated to pay FMI
for increased License Count during the Maintenance Period (as defined in Section 3(b))
so long 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 for the increased License Count
and Licensee will pay the renewal maintenance fees for the remaining License Count. If
the total License Count has increased by more than 10% during the Maintenance Period,
then Licensee will pay FMI the new license fees before such Software is used and based
on FMI's 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 of Software 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 this Agreement, 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 the database server using FileMaker WebDirect web browser
clients, FileMaker Pro (for User Connections) clients, and FileMaker Go clients
(collectively “Client(s)”). Each authorized user may connect to the FileMaker Server
using only one Client at a time. In the case of FileMaker WebDirect each web browser
tab open and connected to FileMaker Server counts as a separate Client. If one user
accesses multiple FileMaker Servers using a single Client, a user connection is required
for each FileMaker Server accessed by that user.
FileMaker WebDirect, FileMaker Pro (for User Connections) and FileMaker Go clients
are not restricted for use by authorized users (as defined in Section 1(b)).
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
NOT MODIFY, 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, 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 THIS AGREEMENT TO ANOTHER PARTY WITHOUT FMI'S
PRIOR WRITTEN CONSENT.
(d)
No Hosting for Third Parties. Licensee may only use the Software to
host applications owned by Licensee. Licensee may not use the Software to host
applications owned by third parties, notwithstanding any other 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
added functionality and/or enhanced performance. Upgrades are identified by a change
in the number to the left or right of the decimal point in the product version number (e.g.,
an upgrade from FileMaker Pro 7.0 to 8.0, or an upgrade from version 5.0 to 5.5).
(iii) “Update” means bug fix updates containing fixes, compatibility
updates to maintain compliance with specifications, and standards compatibility updates
to interoperate with specific standards. Updates are identified by a change in the number
to the right of the “v” (e.g., FileMaker Pro 8.0v2). Updates are generally made available
only through electronic download.
(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 Date and the Expiration Date set forth on the
software download page (“Maintenance Period”). FMI 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 for certain customers or market segments,
even though they may contain similar features or perform similar functions. 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 FMI's sole discretion. MAINTENANCE SOFTWARE WILL BE DEVELOPED AND
RELEASED BY FMI AND ITS LICENSORS IN THEIR SOLE DISCRETION. FMI
AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THEY WILL
DEVELOP OR RELEASE ANY MAINTENANCE SOFTWARE DURING THE TERM

OF THESE MAINTENANCE TERMS. FMI 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.
Limited Warranty. FMI warrants for a period of ninety (90) days from the
effective date of this Agreement that the Software as provided by FMI will perform
substantially in accordance with the accompanying documentation. FMI's entire liability
and Licensee's sole and exclusive remedy for any breach of the foregoing limited
warranty will be, at FMI's option, replacement of the Software, refund of the purchase
price or repair or replacement of the Software which is returned to FMI or an FMI
authorized representative with a copy of the receipt.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY FMI
AND FMI AND ITS LICENSORS EXPRESSLY 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 A PARTICULAR PURPOSE WITH REGARD TO THE
SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.
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. FMI DOES NOT WARRANT THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY FMI OR AN FMI
AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF IMPLIED WARRANTIES, CONDITIONS OR OTHER
TERMS THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THE
TERMS OF THIS DISCLAIMER AND THE LIMITED WARRANTY UNDER
THIS SECTION 4 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 FMI'S NEGLIGENCE.
5.

Exclusion and Limitation of Remedies and Damages.

(a) Exclusion. IN NO EVENT WILL FMI, ITS PARENT, SUBSIDIARIES,
OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR
AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE FOR
ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES

WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION 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 OR ACCOMPANYING 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 FMI OR A FMI
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.
(b) Limitation. FMI'S TOTAL LIABILITY TO LICENSEE FOR
DAMAGES FOR ANY CAUSE WHATSOEVER NOT EXCLUDED BY SECTION
5(a) ABOVE HOWSOEVER CAUSED (WHETHER IN CONTRACT,
NEGLIGENCE OR OTHER TORT, UNDER STATUTE OR OTHERWISE
HOWSOEVER ARISING) WILL BE LIMITED TO THE MONEY PAID FOR
THE SOFTWARE THAT CAUSED THE DAMAGES. THE PARTIES AGREE
THAT THIS LIMITATION OF REMEDIES AND DAMAGES PROVISION
SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVE THE FAILURE
OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY. THIS
LIMITATION WILL NOT APPLY IN CASE OF DEATH OR PERSONAL
INJURY CAUSED BY FMI'S NEGLIGENCE ONLY WHERE AND TO THE
EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE LIMITATION OF LIABILITY IN THIS SECTION 5 MAY
NOT APPLY TO LICENSEE. NOTHING IN THIS AGREEMENT AFFECTS OR
PREJUDICES THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING
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 after receipt of written notice of such breach by FMI, FMI may
terminate this Agreement by written notice to Licensee, 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 to FMI. In the event of any
termination of this Agreement, Licensee shall promptly return to FMI all copies of the
Software or verify in writing that all copies of the Software have been destroyed.
Sections 2 through 8 shall survive termination or cancellation of this Agreement.
7.
Audit. No more than once per year and during ordinary business hours (after
giving reasonable advance notice) FMI, 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 of confirming Licensee’s
compliance with this Agreement. At FMI’s request, Licensee will provide a
knowledgeable employee to assist in such audit. If such audit reveals that Licensee has

underpaid amounts owing to FMI under this Agreement, Licensee will promptly pay FMI
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 FMI for such period,
Licensee will promptly reimburse FMI for the direct out-of-pocket expenses incurred in
conducting such audit.
8.
Support. FMI 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 FMI during the term of this Agreement.
9.
Export Control. You 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) 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,
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 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 FMI in the country in which this
agreement was purchased, 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 or conditions
contained in or referred to in Licensee’s purchase order or elsewhere or implied by trade
custom or course of dealing, unless those other terms or conditions are specifically agreed
to in writing by a duly authorized representative of FMI. 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 FMI, however, nothing in this agreement
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 FMI.
If any provision of this agreement 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 and effect. No failure
or delay by FMI in exercising its rights or remedies shall operate as a waiver unless made
by specific written notice. No single or partial exercise of any right or remedy of FMI
shall operate as a waiver or preclude any other or further exercise of that or any other
right or remedy. All Software provided to the U.S. Government pursuant to solicitations
issued on or after December 1, 1995 is provided with the commercial license rights and
restrictions described in this Agreement. All Software provided to the U.S. Government

pursuant to solicitations issued prior to December 1, 1995 is provided with
RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or
DFAR, 48 CFR 252-227-7013 (OCT 1988), as applicable.
WWE SLA 041916

