Dassault Systèmes software compliance and audits covers the terms that let Dassault Systèmes (3DS) control and verify use of its software, and the limits on use that an audit tests. In the United States, these terms are in the Customer License and Online Services Agreement (CLOSA), Indirect version V13.1.1, which applies to SOLIDWORKS, CATIA, ENOVIA, DELMIA, SIMULIA and 3DEXPERIENCE offerings bought through a Distributor[1]. The per-product licensing schemes (Named User, Concurrent, Machine, Token and Credit based) are covered in Dassault Systèmes licensing.
Use rights being verified
The CLOSA grants a non-exclusive, non-transferable right, for the duration on the Transaction Document and “solely for its own internal business use,” to use the 3DS Offering, let authorized users (as the OST defines them) use it, and install the permitted number of copies plus one backup copy[1]. Two points in Section 2.2 matter for compliance:
- Keys are not licenses. “License keys, license tokens, or delivery of media do not in and of themselves, grant any right to use any software if such software has not been ordered pursuant to a Transaction Document”[1]. Software that runs because a key happens to enable it can still be unlicensed. Catalog rule: License keys grant no rights without an order; license controls may not be circumvented.
- Prohibited uses. Unless the agreement permits it, the customer may not develop applications for third parties with a 3DS Offering; rent, lease or sublicense it; offer third parties services around it (consulting, training, outsourcing, service bureau, customization or development); fix its errors; reverse engineer it; security-test the Online Services; or disclose benchmarking or test results for an offering it hosts[1]. Catalog rule: No services to third parties and no disclosure of benchmark results.
The Offering Specific Terms (OST) then set the counting rules an audit checks. The main ones are in the catalog:
| Topic | Catalog rule |
|---|---|
| Named User credentials may not be shared | Named Users may not share credentials; replacement only for permanent personnel change |
| Casual Named User limited to 40 hours a month | Casual Named User capped at 40 hours per calendar month |
| Concurrent users may not exceed licenses | Concurrent (or Floating) Based: simultaneous users may not exceed licenses |
| Use limited to the ordered country; trips up to 30 days | Use limited to the ordered country; business trips up to 30 consecutive days |
| SolidNetWork server limits | SolidNetWork licenses: concurrent cap, one country or territory per server, one-time server fee |
| SOLIDWORKS Single User on one Machine | SOLIDWORKS Single User (Standalone): one Machine per license; Machine change through 3DS |
| SOLIDWORKS licenses reactivated every year | SOLIDWORKS licenses must be reactivated every year |
License controls and detection
3DS “employ[s] measures to eliminate unauthorized use.” Its software may include a security mechanism that detects installation or use of illicit copies and collects and sends data about those copies only. Data the customer creates with the software is not collected, and the customer consents to the detection and transmission[1].
3DS may also control access with a hardware lock device, license administration software or a license authorization key. The customer “shall not take steps to tamper with, circumvent, or disable any such measure”[1]. When Support Services end, 3DS still provides license keys if necessary[1].
Compliance verification
Section 13.2 sets the audit process[1]:
| Step | Obligation | Deadline |
|---|---|---|
| Records | Keep records sufficient to confirm compliance; give 3DS access | 3 business days from the request |
| On-site audit | 3DS may audit where 3DS Offerings are installed, in normal business hours, minimizing disruption | Not stated |
| Online Services | 3DS may audit Customer Data to verify use | Not stated |
| Tools | Provide machine access and system tool outputs, and let audit tools run | 2 business days from the request |
| Third-party auditor | 3DS may appoint a third party with the same access | Not stated |
| Settlement | Pay for unauthorized use at the then-current list price | “promptly” |
| Audit costs | Reimburse 3DS’s audit costs if unauthorized use is 5% or more of authorized use | With the settlement |
Catalog rules: Compliance records within three business days; audit tool access within two (deadlines) and Compliance verification: list price for unauthorized use; audit costs at 5% or more (list price and audit costs).
The clause states no notice period before an audit and no limit on audit frequency. Invoking it does not stop 3DS from enforcing the agreement or protecting its intellectual property by other legal means[1].
Commentary. Two business days to run 3DS’s tools is short. A licensing team can prepare by knowing where license servers (DSLS, SolidNetWork) and their logs are kept and who can grant machine access, before any request arrives.
Hosting, transfers and changes of control
- Third party hosting. The customer may have Licensed Programs hosted remotely by a “well-established” third-party provider, solely for and on its behalf, if only authorized users use them and the provider is not part of a group that competes with 3DS. The customer must end the provider’s access and notify 3DS if it learns of unauthorized access or use[1]. Catalog rule: Third party hosting allowed on a well-established provider that does not compete with 3DS.
- Assignment. Any subcontract, assignment or transfer of the agreement or its rights needs 3DS’s prior written approval. This includes transfers by operation of law, by sale of assets or by merger, and “a change in control of Customer shall be deemed to be an ‘assignment’”. Attempts without consent are void, and “Any approved transfer of licenses may be subject to an adjustment fee”[1]. Catalog rule: License transfer or assignment requires 3DS written approval and may carry an adjustment fee.
Breach and termination
Either party may terminate the agreement, or rights to some or all 3DS Offerings or Support Services, if the other party is in material breach and does not remedy it within 30 days of written notice[1]. If 3DS terminates for breach, it may end the right to use any unpaid offering, and, where the breach is not a failure to pay, the right to use any or all offerings ordered under the agreement[1]. On termination or expiry of the agreement or an offering, the customer must destroy or return all copies of the Licensed Program and its Documentation, and no refund or credit is due[1].
Distributors
For offerings bought through a Distributor, the Distributor handles pricing, invoicing, payment collection, delivery and Support Services, and passes termination notices to 3DS. Distributors are not agents of 3DS and cannot bind it[1]. Where 3DS has delegated first-level support to a Service Provider, that provider is the customer’s contact for Cases[2]. The audit rights in Section 13 remain with 3DS[1].
Out of scope
- Country Specific Terms and CLOSA versions for other countries or for direct purchases.
- Export control obligations in CLOSA Section 12.
- DSLS and FlexNet administration and SolidNetWork server configuration.
- Customer-specific negotiated audit terms.