Microsoft Services Provider License Agreement

Microsoft Services Provider License Agreement

FAQ QUESTION: Can you use an Enterprise Agreement, Select License, or Open License to provide software services? ANSWER: No. There are four key terms and conditions of Microsoft s Volume Licensing agreement: 1) You can acquire licenses only for your internal use and your own benefit. 2) There is a prohibition on hosting, renting, and leasing (among other prohibitions). 3) Licenses and use rights under volume licensing generally cannot be transferred to third parties. 4) The end customers are not licensed to access the server software used by an organization to deliver software services. If you want to use Microsoft products to deliver software services to your customers (or third parties) and if your customers do not want to acquire their own licenses in a dedicated service environment you need to sign a Services Provider License Agreement. The SPLA expressly allows for delivering software services and gives you the tools required both for you to license the server software for commercial purposes and for your customers to access these servers. Who is responsible for acquiring licenses for customers who are using software services? Two options are available for acquiring the licenses for customers using software services: 1) If you provide the services, you may acquire the licenses through the SPLA program and must ensure that your customers are using licenses in compliance with the Services Provider Use Rights (SPUR). 2) The customer may acquire licenses through Microsoft Volume Licensing programs and ask the service organization to manage the licenses if the following requirements are met: The customers acquire both the server licenses and CALs These licenses are used only for the customer License use complies with the Product Use Rights (PUR) What is the difference between the PUR and the SPUR? The Product Use Rights document provides the use rights for products currently offered under the Microsoft Volume Licensing programs, such as the Enterprise Agreement, Select License, and Open License. You can download the most current PUR at http://www.microsoftvolumelicensing.com/userights/pur.aspx. The Services Provider Use Rights (SPUR) document provides product use rights specific to the licensed products offered under the Services Provider License Agreement program. You can download the current SPUR at http://www.microsoftvolumelicensing.com/userights/documenthome.aspx. Both are revised quarterly. What type of licenses are acquired under the SPLA program? Licenses acquired under the SPLA are non-perpetual monthly licenses that can be used during the term of the agreement. What are the license rights under the SPLA? The license rights under the SPLA are: 1) The right for the licensee to provide software services 2) The right for the licensee s customers (end users) to access or use the Microsoft licensed products running on your server 3) The right for the licensee to provide multi-tenancy or provide to more than one customer to use the same Microsoft server licensed products 4) The right to pay for actual use on a monthly basis. This is known as a non-perpetual license 5) The right to no up-front license fees and no minimum commitments What is an External Connector License and how should the license be used? An External Connector License is an alternative to the individual CALs used to permit your vendors, business partners, and other external users to access your server. You cannot use it to provide access to a software application that solely enables your customers business operations or to otherwise provide access to a software application where access to the software application is the primary benefit. You can acquire an External Connector License under your existing Volume Licensing agreements. What is an example of when an External Connector License can be used under Volume Licensing programs? If you are an e-commerce licensee that provides authenticated access to a website and partner access for collaboration purposes. What is the difference between e-commerce and software services? E-commerce is a transactional relationship where the customer is purchasing goods or services through a website. As a result of the transaction, the customer receives a physical product (such as a book), information (such as a bank statement or list of realtors), or a service (such as housecleaning or package delivery). The software involved is only a means to acquiring goods or services. Software services occurs when the customer is receiving access to a software application that supports its business operations. Some examples include website or blog services, e-mail services, content delivery services, and customer relationship services. The customer receives software as a service instead of as a packaged product. Can end customers purchase their own licenses through Volume Licensing programs and use them in a hosted environment? Yes. Customers may acquire licenses on their own through Volume Licensing programs and ask you to manage them under the following circumstances: 1) The customers must acquire both server licenses and CALs 2) These licenses can be used only for those customers 3) License use must comply with the PUR

ABOUT THE SERVICES PROVIDER LICENSE AGREEMENT The Services Provider License Agreement (SPLA) enables services providers and independent software vendors (ISVs) to license Microsoft licensed products and use these products to provide software services and hosted applications to your customers. Software services are services that you provide to your customers that make licensed products available, and that display, run, access, or otherwise interact with Microsoft licensed products. You provide these services from one or more data centers through the Internet, a telephony network, or a private network on a rental, subscription, or services basis, whether or not you receive a fee. The benefits of the SPLA include: Delivery of customized service. You have greater flexibility when licensing Microsoft products to your customers in a dedicated hosting environment or shared hosting environment. You can manage the services and Microsoft product use rights for your customers. Flexible cost structure. With a monthly use-based licensing payment structure, you pay for only what you authorized your customers to use the previous month. Plus, there are almost no start-up costs and no monthly commitment. Wide selection of current product versions. You have access to a wide range of Microsoft licensed products, including server and desktop PC applications. You can access the most current version of Microsoft licensed products for one monthly price. Worldwide distribution. You can use Microsoft licensed products to sell your services to customers in any part of the world. Evaluation and testing of Licensed Products. You may internally test and evaluate the Microsoft licensed products for up to 90 days before offering them to your customers as a service. Expand your reach to corporate and academic institutions. The SPLA has great offers for corporate and academic customers, so you can expand your service offerings. Additional SPLA benefits: + Data center outsourcing. The SPLA allows you to install Microsoft licensed products on servers under the day-to-day management and control of an outsourcing company so they can perform data center administration, testing, and maintenance support services for you. + Rental rights. The SPLA now includes rental rights that allow you the ability to rent desktop PCs with certain Microsoft licensed products installed. + Customer evaluations. You may use the licensed products to provide software services to your prospective customers on a trial basis for up to 60 days. SPLA is applicable when: You provide your customers with direct or indirect access to Microsoft licensed products, such as hosted websites or line-ofbusiness (LOB) applications through Microsoft server software. Direct and indirect access occurs when: You facilitate your customer s business (including business transactions with third parties) through software services -OR- You provide your customers with access to, and use of, any application (Microsoft or otherwise), and the application is running on a server and interacts with a Microsoft licensed product on that server. You provide software services, which interact with Microsoft licensed products to your end customers. However, you are the licensee, not the end customer. Is the Services Provider License Agreement right for your business? The SPLA is applicable for many types of businesses and scenarios. For example: Application services providers Business process outsourcers (BPO) Franchisees and Franchises Independent software vendors that provide hosted applications IT outsourcers that provide software licenses Messaging or collaboration services providers PC Rental companies Platform infrastructure providers Streaming media providers Web hosting providers Web or Internet services providers

Services Provider License Agreement Overview Licensing Models Products offered through the SPLA can be licensed either: Per Subscriber (Subscriber Access License): a Subscriber Access License (SAL) is needed for each unique individual user or device that is authorized to access or otherwise use the licensed products. When using the SAL option, there is no need for a separate Server License. Examples of products licensed with a SAL: Microsoft Windows Server, Microsoft SQL Server, Microsoft Exchange Server, Microsoft Office, and Microsoft Dynamics business software. Per Processor: Each Processor License allows an unlimited number of users to access the software that is installed on that processor for products licensed through a per processor model. Examples of products licensed through a per processor model: Microsoft Windows Server, Microsoft SQL Server, Microsoft SharePoint Server, and Microsoft Office. Please note that not all products are available in both license models. For a list of licensed products available for each license model, visit http://www.microsoftvolumelicensing.com/ userights/documenthome.aspx. Agreement Length 3-year term, which may be extended. Eligibility Enroll in the Microsoft Partner Program as a Microsoft Certified Partner. -OR- Enroll in the Microsoft Partner Program as a Registered Member and enroll in the Microsoft Hosting Program. Services Provider Use Rights (SPUR) The SPUR describes the product use rights for products licensed under the SPLA. The SPUR specifies use rights and conditions applicable to a customer s use of the licensed products. Pricing SPLA price increases (if any) will only occur on an annual basis on January 1 or at any time to offset exchange rate fluctuations for prices other than U.S. dollars. Academic pricing on selected products is available when you deploy services to Qualified Education Customers. Reporting - Report monthly on licenses that you authorized your customers to use the previous month. Technical Support Provide support for the Microsoft licensed products you deliver to your customers. Obtain support from Microsoft under a separate agreement or through a third-party support services provider. SPLA and Other Volume Licensing Programs/Licenses Services Provider License Agreement Other Volume Licensing (Enterprise Agreement, Select License, Open License, and Open Value) Other Volume Licensing (Outsourcer Enrollment) Volume Licensing (External Connector License) Program Use Scenarios An organization offers software services to its customers through servers connected to the Internet or a private network. Microsoft licensed products are used to provide these services, such as: Website hosting Applications hosting Messaging service (for example, e-mail services) Data hosting You use Microsoft products for your own business purposes and to create or access your own proprietary information. These agreements grant customers perpetual licenses, with the exception of subscriptionbased agreements. Outsourcer Enrollment gives authority to a third party to purchase licenses on behalf of its Select License customers. The outsourcer is the licensee of the Microsoft products acquired under the Outsourcer Enrollment. The outsourcer may only sublicense to the Select License customers. An External Connector License is an alternative to Client Access Licenses (CALs). It gives you the right to grant an unlimited number of external users access to certain Microsoft server products. External users are users that are neither (i) the entity or the entity s affiliates employees, nor (ii) the entity or the entity s affiliates onsite contractors or agents. Licensees cannot use the External Connector License to provide access to a software application that solely enables its customers business operations or to otherwise provide access to a software application where access to the software application is the primary benefit. Business Cases Case I Company A uses Microsoft SQL Server and Microsoft Windows Server to store and display its customers (Company B) website content. Case II Company C delivers a LOB application that runs on Windows Server with a SQL Server database. This application is available to Company B s customers as software services. Case I Company A acquires Window Server products for its internal employees to use. Case I Company C outsources its IT functions to another organization. If Company C wants that organization to take on the financial obligation of licensing acquisition under Company C s Select License Agreement, Company C may use the Outsourcer Enrollment. Case I An online store allows its customers to purchase merchandise through Microsoft products that it has licensed under an Enterprise Agreement. Case II Company A allows Company B access to a Microsoft Project Server to collaborate on a business project.

SIGN UP To acquire the SPLA through a Microsoft designated SPLA Reseller: If you are new to the SPLA program or have an indirect agreement, contact a SPLA reseller. For a list of SPLA resellers, visit http://www.microsoft.com/licensing/programs/spla/ resellers.mspx To acquire the SPLA through Microsoft: Contact your Microsoft Account Manager if you currently have a direct agreement with Microsoft Online Resources Microsoft Volume Licensing: www.microsoft.com/licensing Services Provider License Agreement Program: www.microsoft.com/licensing/programs/spla/default.mspx Microsoft Hosting Solutions: www.microsoft.com/serviceproviders/hosters.mspx Sample of Microsoft products available under the SPLA: The Microsoft SPLA offers you access to a wide selection of Microsoft licensed products. The list of available products is available through the SPUR. The top SPLA-selling licensed products, ranging from IT solutions to office productivity, include: Microsoft Dynamics business software Microsoft Exchange Hosted Services Microsoft Exchange Server 2007 Microsoft Forefront client security Microsoft Office System Microsoft SharePoint Server Microsoft SQL Server Microsoft System Center Microsoft Windows Server 2003 operating system View a complete list of products available under the SPLA at: http://www.microsoftvolumelicensing.com/userights/ DocumentSearch.aspx?Mode=3&DocumentTypeId=2 SPLA Training with the Microsoft Partner Learning Center: https://training.partner.microsoft.com/plc/register.aspx?pu blisher=3&courseid=1166 Program Inquiries and Contract Questions: Australia: splaaus@microsoft.com Europe, Middle East, and Africa: http://www.microsoft.com/serviceproviders/licensing/ acquirespla/en-us/acquirespla.mspx New Zealand: splanz@microsoft.com Rest of Asia Pacific and Latin America: spla@microsoft.com United States and Canada: Aspquest@microsoft.com or asp_faq@microsoft.com Japan (contact a SPLA reseller): Hitachi Electronics Services Co., Ltd. opss_license@hitachi-densa.co.jp Hewlett-Packard Japan, Ltd. jpn_ccs_sa@hp.com NTT-IT Corporation spla@opj.ntt-it.co.jp Softbank BB Corp. licenseinfo@bb.softbank.co.jp Uchida Spectrum Inc. contact@spectrum.co.jp

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