Motherboard Replacements and Windows OEM EULAs

If you decide to replace the motherboard in your computer, should you have to pay Microsoft again for the OS that came with the system? Well, in Redmond they think so, and that probably doesn’t come as much of a surprise. What I do find a bit surprising is that Microsoft has chosen not to inform end users, not even in the darkest depths of the Windows EULAs, of this policy. Instead, computer manufacturers have just quietly been told that, hey, that’s the way it’s going to be.

A reader who is a system builder under the Microsoft Partner Program recently grew concerned over what his and his customers’ rights are under the Vista EULA if they want to replace a motherboard. Comments that he had seen in system builder discussion groups seemed to indicate that if the end user wants to upgrade the motherboard – a common enough desire these days given what a memory pig Vista’s turned out to be – the system builder must make the customer pay for another Vista license. The reader contacted Microsoft’s partner group and was told that, yes indeed, a new motherboard requires a new license.

This caused the reader to wonder if his customers are being treated the same under this policy as a Dell or HP customer would be. “Doesn’t the End-User’s license always read the same whether a Tier 1 or a System Builder makes the computer?” the reader wrote. “I know the Tier 1’s have different rights than we system builders do, but do their users have different rights, too? I say all this because when Dell had that big recall over swelling/leaking capacitors, I was on a crew that subcontracted with Dell’s contractor to replace 150 motherboards and hard drives. As I read what Microsoft is saying, if these had been MY computers the company had bought, they’d have also had to buy 150 Full Retail copies of Windows! Dell certainly didn’t send any additional licenses of Windows to that customer.”

In researching the reader’s questions about this, I found a number of discussions referencing materials on Microsoft’s OEM website that confirm what the reader was told by saying that an “upgrade of the motherboard is considered to result in a ‘new personal computer’ to which Microsoft OEM operating system software cannot be transferred from another computer.” Not being an OEM myself though, I found I was unable to a Microsoft page that described this policy. If Microsoft is telling its OEMs this, shouldn’t it also be telling the OEMs’ customers?

Another thing I found odd was that many participants in the system builder discussions continually asserted that the Vista OEM EULA mandates that a new license fee be charged for a replacement motherboard. But after studying all the versions of the Vista OEM EULA I could find, there seem to be no references to motherboards at all. Of course, similar to the XP OEM EULA, the Vista EULA says the copy is licensed permanently to one device and cannot be transferred to another computer. But it doesn’t say anywhere that changing the motherboard makes it a new device. So what really is Microsoft’s policy on motherboard replacement and Windows’ licensing?

Fortunately, I was able to find a Microsoft official who was gracious enough to look into the reader’s questions for me. “The rule is in place to protect the OEM, or in this specific case the System Builder, so that as computers are upgraded, the System Builder is not obligated (per the EULA) to support a version of Windows that may be on what is essentially a new PC,” wrote Tom Moran, director of customer and partner experience for Microsoft Operations. “Generally, you may upgrade or replace all of the hardware components on your customer’s computer and the end user may maintain the license for the original Microsoft OEM operating system software, with the exception of an upgrade or replacement of the motherboard. Upgrading the motherboard essentially results in a new computer, to which the original operating system software cannot be transferred. This is not the case if the motherboard is replaced (same make/model) due to a defect.”

Microsoft had to draw the line somewhere. “Understanding that end users, over time, upgrade their PC with different components, Microsoft needed to have one base component ‘left standing’ that would still define that original PC – the motherboard, in essence, is the ‘heart and soul’ of the PC,” Moran wrote. “In the case with Dell that your reader mentions, the situation was evidently caused by a defective motherboard, and the replacements would have been just that – direct replacements vs. upgrades. A replacement of a defective motherboard would not require a new license, while an upgrade would.”

Moran agrees that Microsoft needs to explain this policy on a webpage that is accessible to the general public, and he hopes to help make that happen in the near future. And certainly it’s good to see that the reader’s concern that his customers were being treated differently than those of Dell or HP is not the case, and that Microsoft acknowledges that replacing a defective motherboard should not require the OS to be re-licensed.

Nonetheless, there are any number of contentious issues raised by this policy. Just for example, if you replace a motherboard because it doesn’t have enough memory to run Vista beyond a slow crawl, is that a discretionary motherboard replacement? How do you suppose Microsoft’s product activation, authentication, verification, and future copy protection schemes are going to be able to tell if the old motherboard was defective or not? And under what law does Microsoft have the right to decide when your changing a component requires you to give them more money? It’s certainly not copyright law, and since there’s nothing in their EULA about it, it’s not contract law either. If Microsoft can do this, why can’t the people who made your car stereo charge you for moving it to another vehicle?

Yes, there is a lot to debate here, but on one point there should be no argument. Customers have the right to know about any policy that might cost them money before they purchase a computer with bundled Microsoft software. Not only should Microsoft explicitly state their motherboard replacement policy in their EULAs and on their website, but computer manufacturers should warn customers of the potential consequences should they “choose” Vista as their operating system. After all, we do have choices, don’t we?

E-mail Ed Foster at Foster@gripe2ed.com. Read and post comments about this story here.