Author Topic: Third party value  (Read 1670 times)

0 Members and 1 Guest are viewing this topic.

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Third party value
« on: June 19, 2022, 10:43:57 am »
Anyone know if an Altium license can be sold on and, if so, how much it would be worth? I asked an Altium rep but they didn't get back to me.

This is not a technical issue - it would be perfectly feasible to give a buyer the licensee details and passwords, ALF file, etc., and let them get on with it. However, is that legally doable and what would the value be?
 

Offline rsjsouza

  • Super Contributor
  • ***
  • Posts: 5564
  • Country: us
  • Eternally curious
    • Vbe - vídeo blog eletrônico
Re: Third party value
« Reply #1 on: June 19, 2022, 11:22:50 am »
Their EULA does not have any clauses against selling a license, so...
https://www.altium.com/eula
Vbe - vídeo blog eletrônico http://videos.vbeletronico.com

Oh, the "whys" of the datasheets... The information is there not to be an axiomatic truth, but instead each speck of data must be slowly inhaled while carefully performing a deep search inside oneself to find the true metaphysical sense...
 

Offline voltsandjolts

  • Supporter
  • ****
  • Posts: 1765
  • Country: gb
Re: Third party value
« Reply #2 on: June 19, 2022, 11:44:41 am »
I think 'sell my copy' translates to 'transfer'...
Quote
3.2. In no event shall you disclose, transfer, assign, publish, distribute, provide in a service bureau, rent, lease or in any
other way make available to any other person or entity the Licensed Materials or any part thereof without the prior
written consent of Altium
.

I don't expect Altium to be helpful, even transfering to someone else with a desk a few yards from me, in the same company, was troublesome.

In the EU there has been some legal wrangling over 'second hand' software licenses.
Firms are legally doing business today selling secondhand Office license keys.

https://www.osborneclarke.com/insights/the-end-of-the-usedsoft-case-and-its-implications-for-used-software-licences
Quote
In 2012, the ECJ answered the question with its famous “UsedSoft” ruling (docket no. C-128/11).

According to the ECJ, the resale of software licences was generally permitted under the following conditions:

    The computer program was put on the market within the EEA with the rights holder’s consent.
    The original rights holder granted a perpetual licence, meaning without time limitations.
    The rights holder received reasonable remuneration.
    The initial acquirer (who later resells the licence) deletes all remaining program copies.

I think all of the above hold true for Altium users within the EU so transfer should be legal, but perhaps not blessed by Altium. IANAL ;D
« Last Edit: June 19, 2022, 12:51:04 pm by voltsandjolts »
 
The following users thanked this post: rsjsouza

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #3 on: June 19, 2022, 12:16:56 pm »
Thanks very much for your considered replies, particularly evb149's extensive thoughts  :-+

That did raise something I hadn't thought of, which is official support. My understanding is that if you let maintenance lapse they generally want to claw back all the intervening years before you can renew, so that would be a significant cost to the buyer if they expected to get updates. The corollary is that they would be buying obsolete software.

For clarity, I am not planning on selling my license. This is about knowing what it's worth to my company for book keeping purposes. The license, according to my accountant, is classed as Plant & Machinery so has residual value, whereas maintenance is classed as Software and has no value.
 

Offline Doctorandus_P

  • Super Contributor
  • ***
  • Posts: 2310
  • Country: nl
Re: Third party value
« Reply #4 on: June 19, 2022, 01:38:21 pm »
Rules for such may depend on where you live.

As far as I know, if yo buy something here in the EU, it's yours and you may do with it as you wish, including disassembling, reverse-engineering, re-selling etc, and this is regardless of what that other party has put in their eula.

For the other thing, I'm a happy KiCad user myself and I won't pay 10ct for an altium lisence. (But I did donate some substantial money to KiCad).

 
The following users thanked this post: evb149

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #5 on: June 19, 2022, 01:39:16 pm »
Oooh! Wish I'd thought to separate the first year mandatory maintenance from the purchase price. Although I think they implied it was free, so...

The reason I brought this up was because it's more useful to me if the value is low, but if it's treated as you might treat, say, a pillar drill then its value would be much higher. The relevant people this will matter to possibly won't see the difference (and this is quite expensive stuff so doesn't disappear into the noise floor). Hence I am trying to discover what it's worth in practice so I can show them it's not as valuable as they think.

I had a browser around Ebay and almost lost £50 on an Altium jtag adapter I don't need but didn't find any licenses going. As voltsandjolts points out above, one would probably need Altium to agree and although I've asked them I am reluctant to keep pushing them in case they suspect I am actually flogging it.
 

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #6 on: June 19, 2022, 01:42:28 pm »
Quote
if yo buy something here in the EU

I think we were exiting the EU at the time so not sure if their rules applied then. I think they did, but we're out now and I still don't know if their rules apply!

However, there is a difference between it being allowed and the vendor playing ball, and it being allowed and the vendor going out of their way to make things difficult if not impossible.
 

Offline ajawamnet

  • Regular Contributor
  • *
  • Posts: 60
  • Country: 00
    • Porfolio
Re: Third party value
« Reply #7 on: June 19, 2022, 08:10:19 pm »
According to the guys that wrote the first shrinkwrap software  license for Jobs and Wozniak back in 1975 ( see https://en.wikipedia.org/wiki/Fenwick_%26_West#Clients  )  you should be able to under Quiet Enjoyment.

See their document titled "Licensing Basics" -

http://www.fenwick.com/FenwickDocuments/Patent_Licensing.pdf  - where on page 9 (page 12 of the PDF)  it states:

"“Quiet Enjoyment”
Licensees, having paid for the right to use licensed technology, generally seek to ensure that
nothing interferes with the benefits they have received. For example, licensees are concerned
with their ability to obtain assistance from the licensor in fixing defects that are discovered in
the technology, to have the right to fix the defects themselves if the licensor is unable to do
so, to obtain periodic upgrades and other maintenance services from the licensor, to transfer
their rights if they sell their business and to continue enjoying the technology even if the
licensor becomes bankrupt."

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #8 on: June 19, 2022, 09:04:27 pm »
I think things may have changed a little since 1975 :)
 

Offline thm_w

  • Super Contributor
  • ***
  • Posts: 4137
  • Country: ca
  • Non-expert
Re: Third party value
« Reply #9 on: June 20, 2022, 11:00:39 pm »
Thanks very much for your considered replies, particularly evb149's extensive thoughts  :-+

That did raise something I hadn't thought of, which is official support. My understanding is that if you let maintenance lapse they generally want to claw back all the intervening years before you can renew, so that would be a significant cost to the buyer if they expected to get updates. The corollary is that they would be buying obsolete software.

For clarity, I am not planning on selling my license. This is about knowing what it's worth to my company for book keeping purposes. The license, according to my accountant, is classed as Plant & Machinery so has residual value, whereas maintenance is classed as Software and has no value.

Accounting has their own rules, doesn't matter if reality is completely different and you can or can't sell it.
Many companies have large amounts of high valued inventory that is near worthless or unsellable.

Their EULA does not have any clauses against selling a license, so...
https://www.altium.com/eula

Its stated and implied multiple times.
I mean they can't stop you from selling it, but, the secondary user is not part of the original agreement so not "officially" licensed.

".4. You(r) means the individual or entity that is licensing the Licensed Materials."

"When You have purchased Your license to a Product on a perpetual basis, and upon payment of the applicable license
fees, Altium hereby grants to You a non-exclusive, non-transferable license to"

Also I'm fairly sure if you listed it on ebay, Altium would have it taken down immediately.
« Last Edit: June 20, 2022, 11:04:43 pm by thm_w »
 
The following users thanked this post: rsjsouza

Offline rsjsouza

  • Super Contributor
  • ***
  • Posts: 5564
  • Country: us
  • Eternally curious
    • Vbe - vídeo blog eletrônico
Re: Third party value
« Reply #10 on: June 21, 2022, 12:13:56 am »
Their EULA does not have any clauses against selling a license, so...
https://www.altium.com/eula

Its stated and implied multiple times.
I mean they can't stop you from selling it, but, the secondary user is not part of the original agreement so not "officially" licensed.

".4. You(r) means the individual or entity that is licensing the Licensed Materials."

"When You have purchased Your license to a Product on a perpetual basis, and upon payment of the applicable license
fees, Altium hereby grants to You a non-exclusive, non-transferable license to"

Also I'm fairly sure if you listed it on ebay, Altium would have it taken down immediately.
Indeed you are correct. My cursory reading failed me...
Vbe - vídeo blog eletrônico http://videos.vbeletronico.com

Oh, the "whys" of the datasheets... The information is there not to be an axiomatic truth, but instead each speck of data must be slowly inhaled while carefully performing a deep search inside oneself to find the true metaphysical sense...
 

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #11 on: June 21, 2022, 09:03:16 am »
Quote
Maybe it was always fiction but I thought there was at least a pretense that "good companies" treated their customers well, prided themselves on "good customer service", had, well, ethics, and wanted to do things that pleased and attracted their actual and potential customers and encouraged them to be "partners" and earn their trust / custom.

To be fair to Altium, we don't know that that isn't the case yet. Sure, they have that stuff in the EULA but then pretty much everyone does, and the presence of it doesn't prevent them from doing the nice thing. It's one of those things you can ignore but can't insert later, so from the company viewpoint better to shove in than not. Also heads off the "I bought it and now I'm lending it to my 500million relatives on 4chan".

Unlike many companies, Altium don't go out of their way to make licensing a pain. If you have a ALF you don't need some licensing server locally or online and nothing frigging with hard disk sectors or the like. There's no artificial version rejection so if someone in your company accidentally upgrades everyone has to.

I think I wouldn't begrudge them a few quid to update their records as to the email and stuff associated with a license, if that's what the EULA resolves to.
 

Offline voltsandjolts

  • Supporter
  • ****
  • Posts: 1765
  • Country: gb
Re: Third party value
« Reply #12 on: June 21, 2022, 09:31:17 am »
There are often all kinds of completely absurd and illegal things in EULAs.
Yup, exactly that.

I agree with dunkemhigh that the Altium licensing scheme, ALF etc. is fair, certainly so compared to other 'user hostile' schemes he mentions.

I think I wouldn't begrudge them a few quid to update their records as to the email and stuff associated with a license, if that's what the EULA resolves to.

I don't think that's what it refers to. I think Altium are frightened of a viable second-hand market of Altium ALF licenses opening up. That seems to have been well suppressed to date, thanks to the EULA hindrance and most users being on corporate coin, viewing Altium license as disposable small beer. There are arguments that a second-hand market would benefit Altium by increasing user base, but yes, it could be a risk for them also.
 

Offline voltsandjolts

  • Supporter
  • ****
  • Posts: 1765
  • Country: gb
Re: Third party value
« Reply #13 on: June 21, 2022, 10:06:41 am »
I had a browser around Ebay and almost lost £50 on an Altium jtag adapter I don't need but didn't find any licenses going. As voltsandjolts points out above, one would probably need Altium to agree and although I've asked them I am reluctant to keep pushing them in case they suspect I am actually flogging it.

Did you get a response from them?
 

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #14 on: June 21, 2022, 01:37:31 pm »
No, my normally vocal and goodies-offering rep remained strangely off-air.

Mind, that was either just before or just after my maintenance ran out.
 

Offline ajawamnet

  • Regular Contributor
  • *
  • Posts: 60
  • Country: 00
    • Porfolio
Re: Third party value
« Reply #15 on: June 23, 2022, 11:20:06 pm »
I think things may have changed a little since 1975 :)

No - that Fenwick document is current.   http://www.fenwick.com/FenwickDocuments/Patent_Licensing.pdf


Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #16 on: June 24, 2022, 04:02:06 pm »
I think things may have changed a little since 1975 :)

No - that Fenwick document is current.   http://www.fenwick.com/FenwickDocuments/Patent_Licensing.pdf

Sorry, it's gone right over my head. AFAICS, the document lays out how licenses tend to work, but it doesn't say how they must work. That Jobs & Woz played nice doesn't mean everyone following will, or has to.

Unless... Fenwick somehow have a patent on using a license, but I can't believe that.

The paragraph you quoted is merely what both sides should be looking to achieve, but if one side doesn't ask or isn't granted something the it doesn't get it. And that's where we are: one side cannot ask (they can, but the choice is agree or go elsewhere) so they don't get. In fact, they are specifically told they can't. I don't see how Fenwick can change that.
 

Offline ajawamnet

  • Regular Contributor
  • *
  • Posts: 60
  • Country: 00
    • Porfolio
Re: Third party value
« Reply #17 on: June 27, 2022, 12:10:13 am »
I have to say I ain't no lawyer, but in my opinion:

I'm thinking that some of the wording in 17 USC  and  may lead credence to Fenwicks views.  In a document from the Franklin Pierce Law Center they note in section 109:

" Second, copies authorized to be
made under section 117 may be transferred without permission of the copyright owner
only as part of a transfer of all rights in the underlying program. "

on page 2:  "The theory of the first sale doctrine under the Copyright Act is that an individual who
purchases an authorized copy may use and resell that particular copy free of any restraint
by the copyright owner.   n4 A copyright owner's authorized sale of an item "exhausts"
his exclusive distribution and display rights, such that the purchaser may use, resell or
display that item free of any claim of infringement.   n5 In short, the first sale doctrine
addresses a copy owner's rights as opposed to the copyright owner's rights."

17 USC 117 states: (b) Lease, Sale, or Other Transfer of Additional Copy or Adaptation.—
Any exact copies prepared in accordance with the provisions of this section may be leased, sold, or otherwise transferred, along with the copy from which such copies were prepared, only as part of the lease, sale, or other transfer of all rights in the program.

with limitations on selling adaptations.

Then there's the Congressional Research Service document where under intro heading First Sale it states:

"Section 109(a) of the Copyright Act expresses the “first sale doctrine” 42 that limits the copyright
owner’s exclusive control over distribution of the material objects in which a work is expressed.
The doctrine permits the owner of a particular copy of a copyrighted work to sell or dispose of
that copy without the copyright owner’s permission. The U.S. Supreme Court has previously
explained that “[t]he whole point of the first sale doctrine is that once the copyright owner places
a copyrighted item in the stream of commerce by selling it, he has exhausted his exclusive
statutory right to control its distribution.” 43 ...

 Owners of lawful copies of
a copyrighted work are thus immunized from copyright infringement liability when they transfer
ownership of those copies to other individuals. 44


So it comes down to quite a few factors that will need to be decided in future rulings.   In that CRS document they state:

The first decade of litigation involving software companies primarily addressed the extent to
which copyright protection was available for computer programs and did not analyze the
applicability of the fair use doctrine to software copyright infringement claims. 41 However,
beginning in the early 1990s, courts have considered the affirmative fair use defense in several
high profile software cases, as will be discussed in the next section.

This is getting into the realm of the recent "Right to Repair"  John Deere recently stated that it was a violation for anyone but their authorized service centers to repair their products.

As the CRS doc conclusion states:

 "Other interest groups, however, believe strongly in
broadly protecting the ownership rights of consumers and object to efforts by device
manufacturers to assert post-purchase control over electronic products through copyright law. If
Congress decides that this issue merits legislative attention, it would likely need to weigh the
appropriate balance between the rights of software copyright holders and manufacturers on the
one hand and the rights and expectations of consumers on the other."

Regardless, one consideration that's being overlooked is that  unlike passive activities utilizing licenses of copyrighted material - such as the statements in USC of phonograph records and the like,  use of something like AutoCAD or Altium results in the licensee generating THEIR OWN intellectual property. So when a company is selling their own IP - say in the sale of the business - that's locked into a certain binary format of technology they licensed, how can a company like AutoCAD or Altium lay claim that First Sale is not a consideration. 

It's like - who owns the circuitry I design?  When doing a work for hire it's a bit different (sort of like a rental of ME) but for a company that has capitalized software to create it's products, I'm not sure how any licensed technology restrictions can interfere with the sale of said company.  If that's the case, every M&A (Mergers and Acquisitions)  transaction would require the approval of companies like Microsoft, since all of these companies typically use the Office suite of products.

This gets into Antitrust issues where a small number of companies - due to their ubiquitous presence in all industries, would have control over those businesses.

This can go on and on forever...  until some legal precedence shows that a licensee has the rights of First Sale and Fair Use in the operation, and eventual sale, of their business.
   








« Last Edit: June 27, 2022, 12:13:35 am by ajawamnet »
 

Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #18 on: June 27, 2022, 12:21:40 am »
I think that refers to something where you but a physical object subject to copyright. A book, for example. Or an iPhone. A license is more like renting a house - you can't sub-rent or let your mates live there instead, and you don't have any claim on the house.
 

Offline ajawamnet

  • Regular Contributor
  • *
  • Posts: 60
  • Country: 00
    • Porfolio
Re: Third party value
« Reply #19 on: June 27, 2022, 08:03:50 pm »
They mention computer program in many of those USC sections...  109 1(A) for instance.   I believe it applies.   A rental - what Autodesk and Adobe now do - is different.  From what IP lawyers have told me - that's why they do it. Because now it's a rental with no rights at all - which again sucks if you're trying to maintain, increase value, and eventually sell your business.  And as I mentioned earlier, if that were not the case, then a lot of these M&A's would be stifled since they are transferring operations using said software licenses.  I don't thing Atmel had to ask for permission to allow their sale to Microchip, even though they had many, many seats of software from various companies like Altium.


Online dunkemhigh

  • Super Contributor
  • ***
  • Posts: 4843
Re: Third party value
« Reply #20 on: June 27, 2022, 08:23:59 pm »
Once upon a time you could buy a computer program. In fact, if anyone wants to buy a shelf-foot of BC++3.1 manuals and disks...  AFAIA, you could sell that just like you'd sell a book (and just like books, people tended to just leave them as shelf-ware).

Quote
what Autodesk and Adobe now do

Yup. Blaming them for it all wouldn't be a bad idea.

Quote
I don't thing Atmel had to ask for permission to allow their sale to Microchip

Weren't they still Atmel, though?

I wonder what Oracle would say if a company sold off their database stuff. I imagine it would be not a problem, given sufficient fees.
 


Share me

Digg  Facebook  SlashDot  Delicious  Technorati  Twitter  Google  Yahoo
Smf