[Info-vax] VSI Subscription Licensing Response Letter

[Arne Vajhøj]

On 5/1/2021 11:15 PM, Simon Clubley wrote:
> On 2021-04-30, Dave Froble <davef at tsoft-inc.com> wrote:
>> On 4/30/2021 2:36 PM, Arne Vajhøj wrote:
>>> On 4/30/2021 1:09 PM, Simon Clubley wrote:
>>>> Why would it become the customer's problem ? Have you seen something
>>>> the rest of us have missed so far ?
>>>
>>> Transfer of something of value away from creditors can
>>> be a legal problem. In bankruptcy cases what is called
>>> "fraudulent transfers" can be undone by court.
>>
>> If it is an agreement between vendor and customers, I don't see how it
>> could be a problem.  That would take something of value from the
>> customers, which they have paid for, and are entitled to.
> 
> Indeed. That is _exactly_ the point of escrow agreements.

But it is not the case here.

A typical escrow agreement is that company A delivers software
X to company B and promise N years of support for a given amount.
The source code for X is put in escrow and B get access to it
if A are not able to deliver the promised support.

What we are discussing here is a different scenario. Company A
delivers software X to company B and promise N years of support
for a given amount. Company A actually delivers as promised, but
after the N years they don't want to sell X again or A and B cannot
agree on the price for selling X again. And you want B to get
X for free forever in that case.

Very different.

And given that if VSI goes under then the right to
issue new VMS licenses is likely the only real asset
that can be used to cover debt to creditors, then giving
away that asset for free to customers will raise
questions.

And given that the whole point of this discussion is to
remove risk for VMS customers, then a solution that could
be overturned by court is not good.

The asset preservation issue could be addressed if it
was not for free. Customer would be offered a forever license
for a "fair amount" if VSI went under. Then creditors would
get some value and the legal risk would be somewhat
mitigated.

But if the right to VMS ends up with a company
just wanting to sell licenses and not provide any
development & support, then most customers will
want to migrate off VMS.

And then what is the difference between having prepaid
for 5 years license and paying the equivalent of 5 or 10 years
license for a forever license and migrate off in 5 years?

Arne