Microsoft Certificates of Authenticity May Not Constitute Proof of Licensing

The Business Software Alliance (“BSA”) and Software Industry & Information Association (“SIIA”) work on behalf of their members (the lists of which include Microsoft (for the BSA), Adobe, and Autodesk, among others) to enforce copyrights and the terms of end user license agreements (“EULAs”) pertaining to those members’ software products. The BSA and SIIA typically initiate software audits against companies in a stated effort to determine whether the software installed on those companies’ computers is properly licensed according to the terms of the relevant EULAs.

The audit process usually requires the audited company to produce specific kinds of proof-of-purchase documentation for any software licenses that the company claims to own. Failure to provide that kind of proof – typically in the form of a dated invoice or other document showing when the company purchased the license – most often results in the BSA’s or SIIA’s refusal to credit license ownership for any reported software deployments.

In BSA audits, companies often mistakenly believe that production of a Microsoft “Certificate of Authenticity,” activation key or packaging and installation disc constitutes sufficient license proof. However, the BSA almost never recognizes license credit for those kinds of materials. Product keys may be a result of cracked codes or multiple installations, and Certificates of Authenticity are not dated and therefore may be purchased after the effective date of the audit demanded by the BSA.

It is crucial for companies to retain all receipts for software-license purchases for as long as any of those software products are installed on company computers. In addition, when facing a BSA or SIIA software audit, it is important to seek counsel with experience in defending against such matters and in helping audited companies to exhaust all options for demonstrating license ownership.