The sale of second-hand professional licenses is a relatively recent activity, which is developing significantly in a context where the production and consumption modes of the ICT market must be rethought. The possibility of buying a software with resale rights is favoured by a large number of SMEs and large groups. 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 park at lower cost and benefit from a great flexibility. But is the sale and purchase of used licenses legal? The answer is yes, and this market of software with resale rights also benefits from a solid European legal basis.
What the law says
Following the dispute between Oracle and UsedSoft concerning the latter's resale of Oracle software licenses, the European Court of Justice (CJEU) endorsed in 2012 the recognition of the software license as an asset of the company. It is therefore an intangible asset that it can transfer in turn. The theory of exhaustion of rights reinforces these provisions by establishing that the right to control an asset incorporating intellectual property rights (copyrights) is exhausted on the first sale. By reselling software purchased from a publisher, the company legally transfers its right to use the software and ownership of the license agreement.
Special clauses
In order for the company to resell a license in compliance with the European legislation transcribed into French law, it is necessary that :
- The software was purchased and resold in Europe.
- The software license is lawful.
- That the software was purchased for an unlimited period of time.
- That the software be uninstalled from the vendor's servers and clients.
- That the software is sold in its initial configuration (a bundle for example cannot be dissociated for a sale).
It is permissible to sell on the secondary market of software with resale rights OEM licenses with hardware included, physical licenses... On the other hand, it is forbidden to sell software licenses that are leased, subscriptions to cloud licenses (SaaS) and service contracts attached to software licenses.
Pitfalls to avoid
The software with resale rights represents a high potential market and many more or less scrupulous players can take advantage of this opportunity. To ensure that the transaction complies with the legislation and that the buyer is in full possession of the rights associated with the second-hand licence purchased, it is imperative that he selects a trusted third party. The latter is committed to the legality of the used licenses, unlike the broker who is less concerned about the conformity of the licenses sold on the secondary market of software with resale rights.
Secure your software assets with Softcorner
B2B Softcornerthe European leader in the sale of used software licenses, has set up a process secure and unique tools for direct contact between buyer and seller who will lead theirs negotiations without intermediaries on its platform. As a trusted third party, Softcorner secure your transactions and you guarantees compliance of your software with resale rights. With over 100million in full and verified multi-publisher licenses for sale, the Softcorner has naturally established itself in this innovative European market. Its positioning original, solid guarantees for both sellers and buyers, and the setting available totools agile and efficient have immediately suscimembership des buyers and large sellers accountsmid-sized companies (MSEs) and SMEs.
With respect to the buyer, Softcorner ensures the availability of the licenses for sale and the documents that accompany them. It verifies their compliance with the legal provisions relating to the sale of used licenses, and the uninstallation and cessation of use of the licenses sold. The sums paid to acquire the licenses are blocked in an escrow account for about fifteen days. This allows time to install the software, deploy it to users and validate its proper functioning.
With respect to the seller, Softcorner proceeds with the same rigor and professionalism. It guarantees the anonymity of the company and secures the payment of the licenses sold.
