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FileMaker Software Transfer Policy for VLA

FileMaker Software Transfer Policy for Volume License Customers

This document sets forth FileMaker, Inc.'s ("FileMaker") policy with respect to the transferability of FileMaker software ("Software") purchased under a FileMaker Volume License Agreement ("VLA"). For information on how to transfer a single-user, retail version, see the "FileMaker Software Transfer Policy for Single-User Customers."

In accordance with Section 2(c) of the FileMaker VLA, "Licensee may not transfer or assign its rights under this license without FMI's written consent." As such, it is the obligation of the transferor to obtain FileMaker's written consent and/or a new license before the transfer occurs by submitting a request in writing to FileMaker's legal department as specified below.

Both the transferor and the transferee must completely and accurately fill out FileMaker's " Volume License Transfer Request Form." Provided that both parties agree to the End User License Agreement and its conditions, FileMaker permits the transfer of a VLA in the following transactions only.

Affiliate:

An entity may transfer its right to use a portion of its Software to its Affiliate. An Affiliate is another entity where at least 50.1% of its voting power is owned or controlled by the transferring entity or where at least 50.1% of the transferring entity's voting power is owned or controlled by the transferee.

Merger or Acquisition:

An entity may transfer its right to use Software to the purchaser of all or substantially all of the capital stock of the transferor or all or substantially all of the assets of that portion of the transferor's business to which those licenses pertain.

Outsource:

A customer decides to outsource its operation, support and maintenance of its network to a third party ("Third Party Service Provider"), for the benefit of that customer. As part of the outsourcing, the customer transfers all of its right, title and interest to the assets, including certain FileMaker software and services, to the Third Party Service Provider. Customer may transfer the license to the Third Party Service Provider solely for the purposes of providing services to customer.

Name Change

An entity may change or modify its official business name.

Conditions of Transfer:

VLA transfers shall only be allowed under the following conditions:

  1. The parties involved in the transfer are not in breach of the agreement governing the use of the Software or any other agreement with FileMaker;
  2. Any additional services or charges incurred by FileMaker as the result of any transfer shall be borne by the transferor and transferee; and
  3. The parties involved in the transfer shall provide prior written notice of a permitted transfer to FileMaker and the transferee shall, in a writing to FileMaker, (i) assume all of the obligations of the transferor, and (ii) agree that transferee's use of the Software shall be governed by the terms of the then-current VLA between FileMaker and transferor or, at FileMaker's sole discretion, by the terms of FileMaker's then-current standard VLA.
  4. Upon receipt of written notification of the VLA transfer, FileMaker will review and, if approved, provide consent within 3-4 weeks.

All notices should be sent to legal@filemaker.com or faxed to the legal department at (408) 987-7460.

Questions?

Any questions or comments regarding this policy should be sent to legal@filemaker.com.

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