[Info-vax] VSI Subscription Licensing Response Letter

[Simon Clubley]

On 2021-05-25, Arne Vajhøj <arne at vajhoej.dk> wrote:
> 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.
>

No Arne, that is not the case.

I have made it very explicit that a condition for the permanent licences
escrow triggering is that you had a valid support contract at the time
that VSI either failed or was taken over by some company unable to provide
proper support or which wanted to impose extreme price rises.

That makes it _exactly_ the same as the normal source code escrow
release you are talking about in your first example.

I don't see why you have such a problem with understanding this.

> 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.
>

It's not for free. It's part of the legally binding contract between
the customer and VSI which was agreed before the customer would agree
to hand over money to VSI.

That makes it _exactly_ the same as the normal source code escrow
release you are talking about in your first example.

I don't see why you have such a problem with understanding this.

> 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.
>

Waiting until after VSI goes under to arrange this is _way_ too
late and would be totally unacceptable to most people because of
the risk to the customer's company.

Sometimes Arne I get the feeling that you only know how to apply
academic idealistic thinking to a problem instead of considering
the practical real-world issues and concerns that occur in these
situations.

> 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?
>

How many emulated 20-year-old plus VAX systems are still in production
use these days for various reasons ? It's enough to allow a commercial
market for such emulators.

Of course, from a security point of view, emulated hardware and an
unchangable version of VMS is not a good approach, but that's another
discussion...

Simon.

-- 
Simon Clubley, clubley at remove_me.eisner.decus.org-Earth.UFP
Walking destinations on a map are further away than they appear.