This document is a sample of the FileMaker Site License Agreement terms. This document does not constitute proof of your license to use the FileMaker software. These Site License Agreement terms are subject to change without notice.

The Site License Agreement software programs FileMaker Pro, FileMaker Pro Advanced, FileMaker Server, FileMaker Server Advanced, and any other software programs listed above ("Software") are licensed, not sold, to the Licensee listed above by FileMaker, Inc. and/or FileMaker International (collectively referred to as "FMI") for use only under the terms and conditions of this license ("License"). If Licensee does not agree to the terms of this License, Licensee must not install, copy, download, access or use the Software, and Licensee must promptly return the Software and this Proof of License to the place where Licensee obtained it for a full refund. Please keep this Proof of License in a safe place, as it is Licensee's proof of license to copy and use the Software, and it may be required for upgrade or support services.

  1. License.
    1. License Grant. Licensee represents that the Initial Number of Seats stated on the front cover of this License is Licensee's current total of either CPUs or headcount at the entity identified by the Tax ID#, site address or other identification set forth on the front cover of this License. Upon payment of all applicable fees and subject to the terms of this License, 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, and FileMaker Server Advanced software programs and any other software programs listed on the front cover of this License ("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 front cover of this License, 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 License. Licensee shall be solely responsible for all expenses incurred in the copying and installation of the Software by Licensee.
    2. 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 front cover of this License. If Licensee is an educational institution, the Software may only be used by Licensee's enrolled students, faculty, teaching assistants and administrators 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 or their computers 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.
    3. Home and Portable Use. Authorized users may also use the FileMaker Pro software (but not FileMaker Server or FileMaker Server Advanced) on Licensee's desktop and portable computers which, on a temporary basis, are away from Licensee's facilities provided that if a CPU count was used to determine the Initial Number of Seats, such computers were included in the CPU count. Authorized users (other than students) may also make an additional copy of the FileMaker Pro software for such individual's exclusive use on either a home or portable computer. Any copies of the FileMaker Pro software used on any authorized user's home computer must be removed from such individual's computers once they cease working at Licensee's facilities. Notwithstanding the foregoing, if Licensee is a higher educational institution (e.g., college or university), then Licensee's enrolled students may use the FileMaker Pro (but not FileMaker Server or FileMaker Developer) software installed on the student's computer during their enrollment and after they are no longer enrolled Licensee's institution, but they will not be entitled to use any Maintenance Software released after they are no longer enrolled in Licensee's institution.
    4. 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.
    5. Increased Number of Seats. The parties acknowledge that Licensee's seat count may increase during the term of this License. Licensee is not obligated to pay FMI for increased use during the Maintenance Period (as defined in Section 3(b)) so long as the total number of seats 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 added seats and Licensee will pay the renewal maintenance fees for the remaining seats. If the total number of seats 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.
    6. 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 License, except that the EULA does not constitute the granting of any additional license to the Software.
  2. Restrictions. In addition to the restrictions stated in the respective EULA, the following restrictions apply.
    1. 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.
    2. 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.
    3. Transfer Restriction. LICENSEE MAY NOT TRANSFER OR ASSIGN ITS RIGHTS UNDER THIS LICENSE TO ANOTHER PARTY WITHOUT FMI'S PRIOR WRITTEN CONSENT.
    4. No Third Party Hosting. Licensee may not use the Software to host applications for third parties, notwithstanding any other terms in this License.

  3. Maintenance Software
    1. Definitions.
      1. "Maintenance Software" includes both Upgrades and Updates.
      2. "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).
      3. "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.
    2. Maintenance License. As part of this License, 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 front cover of this License ("Maintenance Period"). FMI will provide or make available to Licensee a master copy of such Maintenance Software commercially released during this period.
    3. 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 date of purchase of this License 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.
    1. 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.


    3. 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 LICENSE 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 License by Licensee continues for more than thirty (30) days after receipt of written notice of such breach by FMI, FMI may terminate this License by written notice to Licensee, whereupon this License and all rights granted to Licensee herein shall immediately cease. Licensee may terminate this License at any time by providing written notice to FMI. In the event of any termination of this License, 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 License.
  7. Support. FMI is not obligated to provide Licensee any technical support services for Licensee's use of the Software under this License. Licensee may order additional support services currently offered by FMI during the term of this License.
  8. Export Law Assurances. Licensee may not use or otherwise export or reexport 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 reexported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Software Licensee represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list.
  9. General Terms. If there is a local subsidiary of FMI in the country in which this License was purchased, then the local law in which the subsidiary sits shall govern this License. Otherwise, this License 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 License. This License 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. Licensee acknowledges and agrees that it has not relied on any representations made by FMI, however, nothing in this License shall limit or exclude liability for any representation made fraudulently. No amendment to or modification of this License will be binding unless in writing and signed by FMI. If any provision of this License 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 License 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 License. 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.

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