How Microsoft defines Proof of Entitlement
The documentation required to validate the rights obtained through the purchase of Microsoft software comes in many forms, from a paid invoice or receipt, to online guides and terms. Collectively these form your so called Proof of Entitlement or PoE.
On the one hand, it provides proof that the software was purchased legally from Microsoft or an authorized reseller, on the other, it provides in-depth information on the rights obtained with the purchase of a specific software program, besides the terms and conditions of the agreement through which the purchase was made.
While the agreements, the ordering documents or the invoices with all the rights they contain are in your possession and all you have to do is keep them safe, the online documentation has to be accessed and followed on a regular basis because it is subject to change. You should keep track of the changes in the online sources, to understand what you are entitled to use at a certain moment in time, in a changing world.
In this article, you will find an overview of both the offline (private) and online (public) sources relevant to ensure your PoE is up to date. It is strongly advised to have this up to date as, in case of a conflict, it is your responsibility to be able to hand over your Proof of Entitlement.
Private Proof of Entitlements data
Private Proof of Entitlement is any document or record that is made available only to you, following the purchase of a software license. Though private Proof of Entitlements may take many different forms and, in some cases might be a bundle of documents (i.e OEM products), they always contain information specific only to you (i.e your name and address) and your purchase (i.e software name, quantity, financial values, order number, etc).
Microsoft offers various options for licensing software, each having its own PoE requirements. All are important to maintain your own PoE administration and will be required in case of a Microsoft audit.
1. Volume licensing
Software purchased through a volume licensing program such as Online Subscription, Open License, MPSA, Enterprise Agreement, Enterprise Subscription, School Agreement, Campus Agreement, Open Charity, and Government licensing programs are typically in soft copy or recorded on an online database where you can access your information in the form of a spreadsheet, called Microsoft License Statement.
This report is meant to inventory every license transaction made by your company and serves as the basis for your license entitlement during any license review, SAM engagement or audit. This document is based on the records resellers provide to Microsoft every 45 days.
However, the MLS’s accuracy is not guaranteed. This since MLS reflects all licenses purchased through a volume licensing program and currently does not reflect:
licenses that may have been transferred
the original equipment manufacturer licenses
the full package product licenses or
the ones that were purchased less than 45 days ago
In order to determine the true number of licenses, you will have to subtract divested and transferred licenses from the MLS totals. The best way to identify if there are issues with the MLS, is to challenge its data with your own proof of purchase such as original contract documentation, agreements, invoices or receipts. As a good practice you can ask Microsoft to update the MLS based on the new license entitlement documents, every time you purchase additional licenses.
Valid proof of purchase documentation includes the receipt or invoice for both the underlying qualifying software (Microsoft Volume Licensing programs do not provide the initial full version of Windows but only an upgrade that requires that a full version is already licensed) and the Volume License purchases.
* To obtain the MLS you will need to ask your Microsoft account representative for your latest MLS. You can also view your license statement from the Microsoft Volume Licensing Service Center website (www.microsoft.com/licensing/servicecenter/). It is advisable though, not to ask for the MLS too often as this can be interpreted as suspicious behavior by Microsoft and could trigger an audit.
2. Original Equipment Manufacturer (OEM) Licenses
OEM licenses cover pre-installed software that comes bundled with hardware. In order for the OEM license to be considered valid, the proof of purchase needs to identify both the software and the qualified hardware. Valid proof of purchase includes the invoice and receipt, Certificate of Authenticity, the box and the manuals with the accompanying genuine product key.
The Certificate of Authenticity (COA) is a seal or small sticker to the body of the computer with a license number on it, which verifies that the program is a genuine, legal copy.
In case it was purchased with a non-peripheral component (e.g. motherboard, memory, CPU, or hard drive), the COA should be included with the software media, and employees should affix the sticker to the body of the computer on which the operating system is installed. For software other than the operating system, the COA should be included with the documentation and system recovery disc as delivered with the hardware.
3. Full packaged product licenses
Full Packaged Product (FPP) is the retail version of a Microsoft licensed product. FPPs are sold in stores in boxes that include the media (the CD-ROM or DVD), the end user’s guide and other packaging items, such as promotions for other Microsoft software products or services.
Proof of Entitlement is considered the Certificate of Authenticity, invoice, receipt, the manuals, the product key and the End-User License Agreement which is required to verify that the license has not been resold, donated, or otherwise transferred to another entity.
4. Electronic Software Distribution Licenses
Electronic software distribution (ESD) licenses cover software that was purchased online and downloaded electronically. The proof of purchase for such a transaction comes in the form of an email from the company that sold the software.
Many resellers of Microsoft software, as well as the Microsoft online store, also maintain a record of the transaction under the purchaser’s online user account history.
5. MSDN Subscriptions
MSDN subscriptions are licensed on a per-user basis, meaning each user of MSDN software requires a MSDN subscription to use the software. MSDN subscriptions can be purchased through a Volume Licensing agreement or through retail channels.
Proof of purchase is registered in the Microsoft License Statement report and it should include the named individual to whom the software is assigned.
6. Other License Types
Microsoft offers upgrade licenses for operating systems and for some Microsoft Office products.
An upgrade license is based on an underlying, full software license (e.g. the original software version) and it requires PoE documentation for both the upgrade license and underlying software license. Additionally, upgrade licenses are offered only as retail FPP and through Volume Licensing. They are not available through OEMs.
Software Assurance Licenses:
When purchasing Software Assurance through Volume Licensing you receive electronic licenses for both the base license and the SA and the Proof of Entitlement is stored on Microsoft’s Volume Licensing Center but when you purchase SA for an OEM license, you only receive an electronic license for the SA. So if you lose the OEM licenses you no longer have a qualifying license for the SA.
Therefore, in order to be considered valid, you need to keep documentation for both the SA license and the license for the underlying software.
For transferred licenses Proof of Entitlements vary depending on the type of program used to acquire the first license and the date the license was transferred. Both organizations transferring the licenses need to keep a record of the transfer that includes the original customer agreement and details to provide proof of the license transfer. To understand their rights and obligations, organizations should review the transfer clauses in their Volume Licensing Agreement.
Public Proof of Entitlement data
Besides the private PoE that only you receive, there is also the public Proof of Entitlement data. It represents any entitlement details that are part of your agreement, but it’s publicly displayed on Microsoft’s website and generally available for all Microsoft’s clients.
1. Microsoft Product Terms: contains all the terms and conditions for how you purchase licenses for software and online services through Microsoft Volume Licensing programs, with the exception of the Microsoft Online Subscription and Cloud Solution Provider programs. It also explains how you may deploy and use software licensed under those programs and provides information regarding availability of new products, discontinuation of products, available promotions, point values, product migration paths, notes and other information specific to products. The Product Terms document is updated monthly.
2. Microsoft Online Services Terms: contains the service terms for how you can use the service when you subscribe to an Online Service through a Microsoft Volume Licensing program. OST is updated monthly.
3. Services Provider Use Rights: provides details on how products acquired through the Microsoft Services Provider License Agreement (SPLA) may be used. The SPUR is updated quarterly.
4. Service Level Agreements for Microsoft Online Services (SLA): describes Microsoft’s commitments for uptime and connectivity for Microsoft Online Services and the current editions cover Office 365, Intune, Dynamics 365 and Azure.
5. Microsoft Independent Software Vendor (ISV) End User License Agreements (EULAs) and Product List: provides details on the availability, discontinuations, migration paths, and use of software acquired through the Microsoft Independent Software Vendor Royalty license program. ISV EULAs and Product List are updated quarterly.
All of the above documents are available for download here.
6. Microsoft Downgrade Rights Brief: Microsoft Licensing agreements include references to specific rights to use any prior versions of Microsoft licensed software which are referred to as “downgrade rights.” This brief explains the downgrade rights for the most commonly acquired systems, granted by Microsoft Commercial Licensing programs, and how they compare with original equipment manufacturer (OEM) and retail full-package product (FPP) license rights.
7. Multiplexing Brief: explains how multiplexing impacts the licensing of Microsoft server operating systems and server products licensed under the Microsoft server/Client Access License (CAL) model. It can be accessed here.
8. Microsoft Qualified Devices Brief: is meant to help customers determine whether certain devices fit the definition of a “Qualified Device” under applicable Microsoft Volume Licensing agreements and enrollments, such as the Microsoft Enterprise Agreement (EA). It can be accessed here.
9. Microsoft Reimaging Rights Brief: Reimaging is copying of software onto multiple devices from one consistent image. Reimaging rights are granted to Microsoft customers buying licenses under Enterprise Agreements, Microsoft Products and Services Agreements (MPSA), Open License and Open Value agreements, Campus and School agreements, and Select Plus.
10. Licensing Terms and Documentation: Microsoft provides online licensing terms, conditions, and supplemental information relevant to the use of products and services licensed through Microsoft Volume Licensing programs that can be accessed here.
11. Licensing Library for Microsoft Volume Licensing programs: From overviews on Enterprise Agreement, Open Programs, Select Plus or Microsoft Products and Services Agreement to guides on how to use certain benefits offered by Microsoft such as License Mobility, Home Use Programs or Software Assurance, the Licensing Library is the place to go when you have any question regarding your volume licensing program.
Keeping a record of both the private and the public documentation is essential in order to have a permanent understanding of the licenses that you own, with their use rights, and to use the software accordingly to avoid non-compliance, moreover since all this documentation is updated continuously, hence changes to those rights may constantly occur.
Since 2015, Roxana is a Software Entitlement Specialist focused on educating clients on licensing issues with Oracle, SAP and Microsoft. In her role, she works with customers to assist them in understanding and improving their software environment by reviewing their software license agreements and provide them advice regarding legal and financial risks. With a legal background, she also helps customers identify legal weaknesses in their contracts and optimize them.