EULA on the attack
When it launched AutoCAD, Autodesk was lauded for the cheap price ($1,000), the ability to run on many different kinds of personal computers, and being customizable -- rare at a time when traditional CAD software could cost $100,000 a seat, ran on proprietary hardware, and could not be customized by users.
Also, making copies of it was easy. So with version 2.5 in 1986, Autodesk began its decades-long (and unsuccessful) crackdown on copying by initially adding a hardware lock. The lockdown was a near-instant disaster, as (1) the hardware made it difficult to print drawings (due to interference with the serial port used by most printers and plotters at the time) and (2) the code was quickly cracked by third parties. Version 2.52 dropped the hardware lock.
To replace it, Autodesk set up an anti-piracy department, and wrote terms into the end-user license that even today allows it to send agents into your private home without a warrant to scour for copies that might not have been paid for. Customers fear software audits, for if you are innocent, the audit is a monumental waste of time, and if not, then fines and, depending on the jurisdiction, jail time.
Despite this, Autodesk failed to crack its problem with software piracy, with the ceo acknowledging at times that even now there might be 3x more illegal copies of AutoCAD out there than legal ones. He had hoped to convert pirates to customers by switching from permanent licensing to annual subscriptions, a line of thinking that never made sense to me.
One reason CAD vendors were so excited about running their software from clouds was that the technology would instantly eliminate the problem of pirating. But then the cloud didn't work out well technically for software as complex as computer-aided design, and so most CAD software continues to run on desktops.
But who knows how many of the illegal ones actually get used; I have all kinds of freeware and cheapware on my computers that never or rarely get used. In any case, for pirates free beats paying $2,000 a year for a piece of software that barely gets updated annually (as compared with some competitors).
So, when you get a software audit letter from Autodesk, what happens? A former customer, who has legal copies of AutoCAD, but no longer uses them, decided to test The Man after receiving this email presumably from the company:
As part of Autodesk's on-going License Compliance Program, your company has been selected to undergo a software compliance audit to ensure that your organization's installation and use of Autodesk products and services is in compliance with applicable Autodesk licensing agreements. This request is made pursuant to those applicable Autodesk licensing agreements.
Autodesk also views these assessments as an opportunity to confirm licensing requirements and determine actual deployment of Autodesk products and services within your organization. This enables Autodesk to understand current challenges faced by our customers in managing their Autodesk software deployments.
We ask that you participate in this Audit process by performing a scan with our Autodesk Inventory Tool of your deployed Autodesk software within the next 15 days.
To get started on your Autodesk Software Review by filling the pre-review questionnaire (attached herewith) and share with us latest by [Date Month] 2022. We expect that this work will provide you with useful feedback on your licensing processes and position. We look forward to your confirmation of this.
The pre-review questionnaire asked the following questions:
- Name of the Person
- Designation/ Contact No.
- Legal Name of your Company
- Are there any Subsidiary/ Sister Concerns/ Associate Company (if any)?
- Are you a part of any subsidiary?
- How many Autodesk users are there in your organization?
- Total number of systems (desktop/ laptop)?
Here follows the email exchange he had with me. Reminder: I am not a lawyer, nor do I play one on television, so do not take legal advice from our discussion.
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PTE: Did you know about this practice? I got first one a few years ago and I showed them the third digit of one of my upper limbs. Wonder how this company assumes customers comply with their irrational demands.
Ralph Grabowski: It is in the license agreement that you allow Autodesk to send agents into your home or office, at any time, to check for illegal software.
PTE: Wow. Is that even legal to put into an agreement? And people are okay with that? Jeez.
I mean, even the police need a search warrant to come and search. How come Autodesk can expect to do a whim-based search, even if that's based on a license agreement.
RG: One is the representative of a country, the other the representative of a corporation. Different rules. The powers that Autodesk gives itself are so astounding it is hard for us to comprehend that they are real.
American courts have said that software agreements can supersede American law, given that purchasers know what they are agreeing to, and that they can simply not purchase the software if they disagree with the terms in the license.
People do not become angry about license terms, because they don't read them -- either because they aren’t interested, or because they need the software and so do not care what the terms dictate. If you want an iPhone, you’re not going to care what Apple demands in return.
PE: I re-read the Autodesk EULA at autodesk.com/company/terms-of-use/en/general-terms. It says we agree to their inspection, installation of license inventory tool, etc.
Let’s say we change our mind. Then we are in violation of the EULA. At that point, my opinion is that Autodesk can invoke clause 20.2, i.e. termination citing breach. That seems to me the most benign of all outcomes, since I can do without their products. Would my assumption be correct?
RG: It seems correct. It certainly would be fascinating to see what Autodesk's reaction would be.
I think that this could be a very interesting test case. Here is another blast against the company, this one from Scandinavia: the-nordic-letter.com/.
PE: Writing open letters is a very Gandhi-way. Some critics in India of the non-violent movement used to say that Gandhi’s non-violence succeeded because it was the British on the other side. Had it been Hitler…
RG: Or Putin.
PE: I think a better approach is for these companies to pool a fund, hire a VC [venture capitalist], and invest in a few BIM [building information modeling] companies. Start off by using the products; that will drive development in the direction they want, faster.
RG: The idea of customers using the stock market to take over majority control of Autodesk, and so change its direction, has been broached several times over the decades. “If every customer bought just a few shares...” The takeover never ever got started.
PE: Did you know Graphisoft also has this similar “I want to come in your home and molest your computer” clause in their agreement? That pretty much means 95% [architectural] market share is owned by these two. I pronto asked my team to uninstall the expired trial version of ArchiCAD also.
Interpreting the License
PE: [Based on what I read in the license agreement,] since the license-management application is also a [software] tool, and
- Since Autodesk is not responsible for results, and
- Since Autodesk has not designed or tested the [Autodesk Inventory Tool] for any specific use, and
- Since we are solely responsible for its output, and
- Since Autodesk does not guarantee its accuracy,
we use our judgment and conclude there is no point running it, since the results are not guaranteed to be accurate and, in fact, we are responsible for the results and output.
[Reading another part of the license agreement] here too Autodesk makes no commitment about its satisfactory usage and fitness for a particular purpose. It also says that using it can be buggy and data can be lost. So, we should be justified in deciding to not run the license management application, as it has not been tested for use in our environment.
The EULA is contradictory: on one hand, it says you are responsible for the usage; on the other, they force us to use a tool they don't want to take responsibility for. But of course it is pointless to argue this, because they can change the EULA to cover this anytime and it is not worth the cost of the legal proceedings.
Only way out: stop writing love letters to AA and instead get on with using alternatives. No one is indispensable.
RG: This is a typical license, in which everything is the customer's fault, nothing is the software company's fault. This is why Microsoft has not been driven out of business selling operating systems that don't protect users against virii.
For more than a decade, I've written about the Autodesk license terms in my ebooks for BricsCAD and ARES, so the problem is not unknown.
PE: I read your [excerpt from your ebooks] and the fact that you (rightly) pointed to BricsCAD. Pity there are not too many options out there. BricsCAD pricing seems to be inching towards Autodesk’s though. I hope it’s just a fork and not a tap root.
How It Shook Out
PE: The harassing mails from Autodesk disappeared after they gave me a deadline of [Date Month]. No follow-up thereafter.
RG: It seems to me they might have engaged in a fishing expedition? I suppose there is a trade-off for them, between how much effort they have to make, against how much extra revenue they might gain -- or lose from the exercise.
PE: And no surprise I got an email last week from their marketing department of a limited-time offer for buying discounted licenses. So they are pulling out all stops. Though they were really scraping the bottom of the barrel when they turned to a small company like mine with their license compliance, hoping for some scraps.
What PE Suggests
"My suggestion is that customers should ask questions and seek justification, before giving Autodesk info on a platter. I asked Autodesk the basis of their allegation of us running 'suspected unlicensed versions'. No reply. That shows them in bad faith.
"Agreements are based on good faith. Just because customers agreed to certain terms does not mean they cannot ask questions. After all, compliance with Autodesk requests take up resources, and customers have a right to ask Autodesk why the request is being made, before they commit resources.
"Since running unlicensed software is illegal in my jurisdiction, complying with local laws takes precedence over compliance with the EULA and my next step would have been to ask Autodesk to cooperate and share all information forming the basis of their allegations so that I could investigate them. If they were not able to support it, or they did not share the information, that would show them in bad faith.
"Anyway, it didn’t come to that, yet. All this, of course, is moot when customers are terrified of losing their Autodesk licenses."