Is It Legal to Buy and Sell Used Software?

The sale of used professional licenses is a relatively recent activity that is growing significantly in a context where the modes of production and consumption in the ICT market need to be rethought. The possibility of purchasing a software with resale rights is favored by many SMEs and large corporations. Thanks to this secondary market, they have greater technological and budgetary control over their software and consequently hardware assets. They also reduce the risks of non-compliance of their assets at a lower cost and benefit from great flexibility. But is the sale and purchase of used licenses legal? The answer is positive, and this market for software with resale rights also benefits from a solid European legal framework.  

What the Law Says

Following the dispute between Oracle and UsedSoft regarding the resale of Oracle software licenses by the latter, the European Court of Justice (ECJ) ruled in 2012 that a software license should be considered an asset of the company. It is thus an intangible asset that it can transfer in turn. The exhaustion of rights doctrine reinforces these provisions by establishing that the right to control a good incorporating intellectual property rights (copyright) is exhausted at the first sale. By reselling software purchased from a publisher, the company legally transfers its right of use and the ownership of the license agreement.    

Specific Clauses

For the company to resell a license in accordance with European legislation transcribed into French law, it must ensure that:

• The software was purchased and resold within the European territory.
• The software license is lawful.
• The software was purchased for an unlimited duration.
• The software is uninstalled from the seller's servers and client stations.
• The software is sold in its initial configuration (a bundle cannot be split for sale).

It is permitted to sell on the secondary market software with resale rights OEM licenses with included hardware, physical licenses… However, it is prohibited to sell software licenses that are rented, subscriptions to cloud licenses (SaaS), and service contracts attached to software licenses. 

Traps to Avoid

The software with resale rights represents a market with high potential, and many more or less scrupulous actors may take advantage of this opportunity. For the transaction to comply with legislation and for the buyer to fully own the rights associated with the license purchased second-hand, it is imperative to select a trusted third party. This party commits to the lawfulness of the used licenses, unlike the broker who is less concerned with the compliance of the licenses sold on the secondary market of software with resale rights.

Secure Your Software Assets with Softcorner

B2B Softcorner, the European leader in the sale of used software licenses, has implemented a secure process and unique tools for direct interaction between buyer and seller, who will conduct their negotiations without intermediaries on its platform. As a trusted third party, Softcorner secures your transactions and guarantees the compliance of your software with resale rights. With more than 100 million euros of complete and verified multi-publisher licenses for sale, the Softcorner platform has naturally established itself in this innovative European market. Its original positioning, the solid guarantees provided to sellers and buyers, and the provision of agile and efficient tools have immediately attracted the support of large account buyers and sellers, medium-sized enterprises (ETIs), and SMEs.

From the buyer's perspective, Softcorner ensures the availability of licenses for sale and the accompanying documents. It verifies their compliance with legal provisions related to the sale of used licenses and the uninstallation and cessation of use of sold licenses. The amounts paid to acquire the licenses are held in escrow for about fifteen days. This allows time to install the software, deploy it to users, and validate its proper functioning.

From the seller's perspective, Softcorner operates with equal rigor and professionalism. It guarantees the anonymity of the company and secures the payment for the licenses sold.