Software Provider Licensing Agreement (SPLA)
December 7, 2007 1:13 PM |
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Licensing for Commercial Hosting

There are quite a large number of ways to purchase Microsoft software licensing.  These include retail, OEM, ISV, Volume Licensing, Open Licensing, Select, Enterprise, MSDN, and SPLA.  Each of these channels has a particular purpose, and the licenses that are available through each of them have different usage restrictions.  For example, the SQL Server licenses you get with MSDN are restricted to be used by the subscriber, only while the subscription is current, and only for development (non-production) usage.

The Service Provider License Agreement (SPLA) is the *ONLY* legal way to license Microsoft software (ie: Windows, SQL, CRM, ...) for use in a commercial hosting service.  You may have paid for licenses through another channel, but there are licensing restrictions that forbid the use in a "commercial software hosting services".  See the "Scope of Use" sections in Windows Server and SQL Server end-user license agreements for more information.

What qualifies for a "commercial software hosting service"?  That can be a tough question.  I asked Microsoft that once and was told that they did not define it and would not make any interpretations to customers on it and directed me to get an interpretation from a lawyer.  That is the only problem I have with this model - my personal belief is that software agreements should be explicit and in this case, Microsoft should put more effort into defining the terminology that they are using.  Anyways, I sat in on some web conferences where some of the guidance I saw included:

  • if you allow remote customers access to your machines, the SPLA is required
  • if you have a web application that allows multiple customers to communicate with each other, the SPLA is required.
  • Most SAAS models require SPLA.
  • if you host a website for a customer, a SPLA is required.

Please note that these are just my own personal observations - don't take my word for it; contact Microsoft on your own scenario and seek clarification and guidance.

SPLA Basics

The SPLA program was designed for commercial hosting customers.  The beauty of this program is that there are no upfront capital required to use the software.  The model is based on a rental model - you pay monthly for the software that you use.  The monthly fee includes the right to use the latest version of the software, so there is no separate software assurance agreements to worry about and you don't have to worry about any costs associated with upgrading your licenses to use new versions as they come out.  The nice thing is that this times your expenses with your revenue, which makes managing your cash flow a lot simpler.  Another nice advantage is that the costs scale with your operations - if you use more software, you pay more, and if you have a temporary downturn, you pay less.  This definately beats large capital expenditures on an unknown startup service.

Within the SPLA program, there are two ways of licensing applications.  You can license some applications on a subscriber basis (subscriber access license - SAL), or on a per-processor basis.  Not all software is available on each model.  For example, CRM 3 licenses are only available using the SAL model and Windows Server licenses are available using both models.

There are two important documents that are published by Microsoft regarding the SPLA.  The first document is called the Software Provider Use Rights (SPUR).  This document outlines all of the terms and conditions of use for each of the products using both subscription models.  You should read this document very carefully, especially for Windows Server which comes in a mirriad of different SKUs including the ones you have heard about (Web, Standard, Enterprise, and Data Center Editions in i386, x64, and IA64 platforms), and ones that you have not heard of (anonymous, and authenticated editions, web enhanced edition).  The second document is the price list, which is a stable document that only changes once per year.  That is an important point because it allows hosting companies to build their business plan on a stable cost platform.

Enrolling

Enrolling into the SPLA is fairly straight forward.  If you are a partner, I would recommend talking with your partner account manager first.  They are usually very happy to help you get in touch with the Microsoft licensing staff to answer any of your preliminary questions.  Also, from my experience, they really like to hear that you are moving onto the SPLA program, and it is best practise to keep them abreast of your business environment anyways.  For those companies that are not a Microsoft Partner yet, you should *REALLY* consider signing up on the Microsoft Empower for ISV program and moving into a full Microsoft Certified Partner program with either an ISV or a hosting solutions competency.  Please see my other blog articles for more information.

Once you determine that you need to move onto the SPLA program, you will select a licensing partner. I know that Ingram Micro and Softchoice are SPLA resellers, and I am certain that there are more.  Once you contact those organizations, the SPLA specialist will provide you with the paperwork and help fascilitate the process.  There are a couple of agreements to sign and send back to your reseller.  They then submit the paperwork to Microsoft and confirm your enrollment.  From there, you purchase any media you need, obtain your volume license keys, and report your monthly usage.

Windows for Hosting Providers

There are many versions of Windows in the SPLA.  I would highly recommend reading the SPUR in detail to determine the exact version of Windows you need to license.  Besides the typical editions that you are likely already aware of (Web, Standard, Enterprise, and Datacenter), and the platforms (i386, x64, and IA64), there are processor based licenses and subscriber based licenses.  Most hosting companies will probably use processor licenses because it is often impossible to identify the number of users 'using' the software.  But even in the processor licenses, there is a distinction between 'anonymous' and 'authenticated' editions.  Then there is a special edition called 'web enhanced' edition that is separate media than any other media that is available to the public.  The web enhanced edition is like the Web edition on steroids.  It has support for more memory, x64 capabilities, and can be a host for a SQL database server.  That said, the pricing of the web enhanced version is meant to keep hosting companies profitable.  This blog will not go into the nitty-gritty details of the usage rights of each version of Windows, so please refer to the SPUR document for the full details.

SaaS OnRamp Program

Microsoft as an excellent program designed specifically for startup companies that are getting into the SaaS (or Software + Services) market.  The SaaS On-Ramp Program is an easy way for companies to get started by entering the SPLA program and receiving significant discounts on the software licensing fees in their first year.  The SPLA program is designed as an incubator to help small companies get started and into the SPLA program.  The program has a limited number of seats, and it also has explicit guidelines of when the benefits end.  Specifically, it will end in 12 months from starting and when a company exceeds the thresholds of 8 Windows Server Processor licenses and/or 2 SQL Server Processor Licenses.  the Saas On-Ramp program provides *STEEP* discounts on Windows Server and SQL Server Processor licenses.  For a startup company, it practically makes it free.  Perhaps this is a great way for Microsoft to get small startups to consider the Microsoft platform over open-source.

So, if you are a startup company entering the SaaS (or Software + Services) market, you should seriously consider entering both the Empower for ISV and SaaS OnRamp programs.  In my opinion, Microsoft has the absolutely best combination of programs and services to help get small startups delivering services.

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