I don't really see how the sharing of a file between two licensed users for upgrading between two still-available version violates anything, but I'm not a license agreement writer either.

I don't mind disclosing why we might want to upgrade to 6.5.5 instead of the current version. We are exploring all of our options for forum software at this point before committing to the upgrade. We are unsure of whether we want to stay with UBB or not. We are likely going to stick it out with UBB, but were wanting to try others out as well. We were wanting to perform test conversions between threads, SMF, and phpBB. There are already converters available to go from 6.5.5 to X software so we would not have to bother writing our own, but at this point, it looks like that's what we're going to have to do to.