[Info-vax] VSI Subscription Licensing Response Letter

[Simon Clubley]

On 2021-05-26, Arne Vajhøj <arne at vajhoej.dk> wrote:
> On 5/26/2021 8:24 AM, Simon Clubley wrote:
>> 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.
>
> No it does not.
>
> You paid for a license until time T.
>
> With a normal escrow agreement you will have rights up to time T
> and zero rights after that.
>

It's time for you to do some reading Arne:

https://en.wikipedia.org/wiki/Source_code_escrow

Or did you miss the bit above where I said that you would need to
have a valid support contract with VSI at the time they went bust
in order for the escrow to still be valid ?

> Getting a permanent license is not like that. Getting a
> permanent license is getting something after time T. Something
> that you have not paid for.
>

Does time T represent the termination date of your support contract
or when VSI goes bust ?

>>> 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.
>
> No.
>
> If the escrow agreement says that a third party would get
> right to source code from VSI went under until your license
> expired at time T, then it would be a normal escrow agreement.
>

Please read the link I have provided above about normal source code
escrow agreements work. Once you get access to the source code in an
escrow agreement, there is usually no limit to how long you have access
to that source code.

As I have been saying all along, what I am proposing is a normal escrow
agreement but with licences instead of source code.

Simon.

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