Resell ArchiCAD licence

[Anonymous]

Hi Everyone

Scenario: I am wanting to purchase a AC21 licence on the national buy, sell & swap site (Trademe). Central Innovation who are the local reseller here in NZ have stated that this is not possible as they will not allow me to upgrade the licence to the latest version (AC22) and change the licence into my name. Interestingly, they allowed me to do this almost a year ago without any questions asked. The reason/excuse now for not allowing this transaction is that their lawyers have stated that reselling licences breaches the ArchiCAD End User Licence Agreement.

The EULA states the following:
A: Commercial Mode
* Unless You make your own copy of the Software totally unusable, You may not sell, loan, distribute, cede,
sublicense, rent or lease or otherwise transfer or assign the right to use the Software, nor transfer or provide access to it by network for commercial use, either in whole or in part. You hereby accept that in case of any type of transfer of the Software by You, this Agreement automatically ceases to exist on the effective date of the transfer and You shall lose all rights arising from this Agreement.
* In case of a resold license, You, i.e. the purchaser of the resold Software, shall be required to re-register the Software with GRAPHISOFT's appointed local partners, pay the applicable fees and enter into the applicable Software Support Agreement in order to be entitled to any updates, upgrades, support, etc.

From what I can see it states that if the software is made unusable (I assume unusable by the seller) and that applicable fees are paid and a new agreement signed by the new owner of the licence, then this is allowable under the GS EULA and the reseller (Central Innovation) have no say in the matter? Frustratingly we cant contact Graphisoft direct as all correspondence is re-routed through the reseller.

I would be interested to know what others have encountered in these circumstances. Is our Reseller is being difficult, trying to over-ride the EULA, by not allowing the reselling of licences? More importantly, my company has treated the licences we have as 'assets' in the assurance that some day the licences could be on-sold to recoup the initial purchase costs. Does this mean the licences will need to be completely written off and treated as a 'loss'?

I have also heard that Vectorworks who is owned by Nemetschek, the parent company of Graphisoft, DOES allow the resale of VW licences without any questions asked.

Thanks

Bazza
AC22 6021
Win 10 Pro 1903
i7 9800X Octacore 4GHz
64Gb Ram
P4000 8GB Quadro

[Podolsky]

Yes, I did hear that officially you cannot resale ArchiCAD license. Like if you bought it - it's yours forever. If your friend wants to use it - you can give him you license, but it still going to be yours. Any reselling / renting are illegal.

Maybe it's better to have discussion with serious lawyer company, if you think this is not fair.

[Anonymous]

Just wondering how did you go with this? I’m looking into transferring my license to someone else here in NZ too.

[Gerald Hoffman]

I don't know if this is still the case but I have purchased someone else's license in Canada and was something that was done by others that I know as well. The purchaser would then have the option of upgrading to the current version or not.

Cheers,

[Laszlo Nagy]

It is best to ask your local reseller/distributor to find out the exact conditions in your country.

[Jere]

Gerald wrote:
I don't know if this is still the case but I have purchased someone else's license in Canada and was something that was done by others that I know as well. The purchaser would then have the option of upgrading to the current version or not.

Cheers,

Same here (also in Canada.) I bought a license a few years ago. Graphisoft was completely fine with it. I think there could be a transfer fee, but it was waived because I agreed to add a subscription to the licence.

[mikas]

In Finland it used to be possible to sell a license. Essentially it was a transfer of a license. In addition to the initial and mutually agreed on purchase price You had to pay the transfer fee, register as a new owner, and the new owner/licensee had to agree to pay for a subscription. Can't remember if it was a year or 2 years of SSA.

It was fine for us that way, really. We there the buyers of the software at that time. Last time I asked about that our local representative said that changes in Graphisoft EULA had made it illegal to sell an AC license. They posted it as a news tip too on their site at that time.

Is it really so? Or is it just how you/we/all interpret the EULA differently?

[Barry Kelly]

mikas wrote:
Is it really so? Or is it just how you/we/all interpret the EULA differently?

I am no lawyer, but my reading of the ELUA (quoted in the first post) says that you can sell your licence so long as you meet those requirements.
If you couldn't do it, I am sure it would simply say "You can not resell your licence".

However, by the time you purchase the license, pay transfer fees, and new subscription, and possibly have to pay to upgrade to the latest version, is it cheaper/easier to just by a new license that will be the latest version and I assume comes with the first year of support (subscription) included?


Barry.

[mikas]

We did save a good amount when we transfered the licenses. And the seller was happy to not loose all of the original purchase price - which was not a little money by no means. Of course the price is negotiable between the parties. And GS / local partner got their transfer fees in between.

I'll paste the relevant part (in my opinion) here with bold and underlined highlights of the main concerns of mine. I see it so that we need a written promise from ArchiCAD to sell a license. If they are not willing to give you permission, you are stuck with your licenses. Your amount of spent original purchase price is gone.

The first highlight at 5.1 tells us we need to get a permission from Graphisoft to sell our license.
The second highlight at 5.2 tells us the terms to follow IF we were allowed to sell our license by Graphisoft.

Now, we have been told by local representative that Graphisoft is not willing to give a permission to sell a license anymore. They could do that, but they are not going to, not from now on. I am a little bit confused reading that it's ok for others living in some other countries, but it's not ok in our country. This was something like about a year ago when they informed everybody about the change.

We are not buying or selling at the moment, but it would be nice to know for sure, though. What is the current policy of selling your AC license? Allowed, or not allowed?

5. RESTRICTIONS

5.1. GENERAL PROVISIONS - APPLICABLE TO COMMERCIAL MODE, TRIAL MODE, DEMO MODE AND EDUCATIONAL MODE OF THE SOFTWARE, TO THE ADD-ONS TO THE SOFTWARE AND TO THE GOODIES TO THE SOFTWARE:

* You may not sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software, nor transfer or provide access to it by network for commercial use, either in whole or in part without the prior written consent of GRAPHISOFT.

* You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software for any purpose whatsoever.

* You may not unlock or otherwise attempt to discover the source code or underlying algorithms of the Software or attempt to do any of the foregoing in relation to the object code of the Software.

* You may not use the Software for development, compilation, debugging and similar design-time purposes.

* You are expressly prohibited from adapting, modifying, translating or creating any derivative works based in whole or in part on the Software, and from merging the Software into any other software.

* You may not copy any written materials accompanying the Software.

* You are expressly prohibited from dividing Your license and reselling part(s) of it;

* You may use all elements of the Software as integral components thereof exclusively for the purposes of performing the Software's functionalities set forth by GRAPHISOFT.

* Unless You have a separate Service Provider License Agreement in force, You are expressly prohibited from providing 'Software as a Service' (e.g.: 'ARCHICAD as a Service') for third parties or other similar services which involve the reassignment of our software licenses to third parties e.g.: remarketing, reselling services or cloud services.

* You are prohibited from circumventing or supplying a system in order to circumvent the TPM of the Software and using the Software in any other unauthorized manner.

In case of infringement of any provisions of this chapter, you expressly acknowledge that it constitutes material breach of this Agreement giving the right to GRAPHISOFT to immediately terminate this Agreement, and GRAPHISOFT will take the necessary measures in order that the infringement be terminated and to enforce your compliance with the above provisions. In addition, GRAPHISOFT shall be entitled to enforce payment for its damages as well as other rights and claims under the governing laws in force resulting from your breach of this Agreement.

5.2. SPECIAL PROVISIONS RELEVANT TO COMMERCIAL MODE, TRIAL MODE, EDUCATIONAL MODE AND DEMO MODE OF THE SOFTWARE:

A: Commercial Mode

* Unless You make your own copy of the Software totally unusable, You may not sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software, nor transfer or provide access to it by network for commercial use, either in whole or in part. You hereby accept that in case of any type of transfer of the Software by You, this Agreement automatically ceases to exist on the effective date of the transfer and You shall lose all rights arising from this Agreement.

* In case of a resold license, You, i.e. the purchaser of the resold Software, shall be required to re-register the Software with GRAPHISOFT's appointed local partners, pay the applicable fees and enter into the applicable Software Support Agreement in order to be entitled to any updates, upgrades, support, etc.

edit. link to EULA:
https://graphisoft.com/legal/license-agreements/archicad

[Marton Kiss · Accepted solution]

mikas wrote:
We are not buying or selling at the moment, but it would be nice to know for sure, though. What is the current policy of selling your AC license? Allowed, or not allowed?

Hi Mikas, allowed for sure, selling your perpetual Archicad license continues to be an option.

In case you would sell your license, make sure to involve your local Graphisoft partner in the process, to find out the required steps and conditions based on the license type in question.