Claris Software Transfer Policy for VLA

Claris Software Transfer Policy for Volume License Customers

This document sets forth Claris International Inc.’s (“Claris”) policy with respect to the transferability of FileMaker software (“Software”) purchased under a Volume License Agreement or Annual Volume License Agreement (“VLA” or “AVLA”). Please note that education versions and iPhone/iPad versions are not transferable.

For information on how to transfer a single-user, retail version, see the "FileMaker Software Transfer Policy for Single-User Customers."

In accordance with the FileMaker VLA or AVLA, Licensee may not transfer or assign its rights under its license without prior consent from Claris. As such, it is the obligation of the transferor to obtain Claris prior approval and/or a new license before the transfer occurs by submitting a request in the Claris Online Volume License Transfer form.

Both the transferor and the transferee must completely and accurately fill out the Claris Online Volume License Transfer form. Provided that both parties agree to the End User License Agreement (EULA) and its conditions, Claris permits the transfer of a VLA or AVLA in the following transactions only.

Name Change:

An entity may change or modify its official business name.

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.

Conditions of Transfer:

VLA or AVLA 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 Claris
  2. Any additional services or charges incurred by Claris 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 notice of a permitted transfer via the Claris Online Volume License Transfer form and the transferee shall (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 or AVLA between Claris and transferor or, at Claris’s sole discretion, by the terms of Claris’s then-current standard VLA or AVLA.
  4. Upon completion of the Online Volume License Transfer form, Claris will review and, if approved, provide consent within 3-4 weeks.

Questions?

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

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