[Info-vax] VSI Subscription Licensing Response Letter

[Simon Clubley]

On 2021-05-26, Arne Vajhøj <arne at vajhoej.dk> wrote:
> On 5/26/2021 2:03 PM, Simon Clubley wrote:
>> On 2021-05-26, Arne Vajhøj <arne at vajhoej.dk> wrote:
>> 
>> It's time for you to do some reading Arne:
>> 
>> https://en.wikipedia.org/wiki/Source_code_escrow
>
> Maybe you should read your own link.
>
> It says:
>
><quote>
> The software's source code is released to the licensee if the licensor 
> files for bankruptcy or otherwise fails to maintain and update the 
> software as promised in the software license agreement.
></quote>
>
> When you pay VSI for a license for N years then, then there
> is a license agreement for those N years.
>

And the cases I am discussing is what happens if VSI goes bust
during those N years. You get permanent access to the licences
in the same way as you get permanent access to the source code
in a normal escrow agreement if the conditions for the escrow
release trigger.

> There is no license agreement after those N years.
>
> If VSI or whoever acquire VSI assets after those N years
> do not want to sell a new license for M years, then they
> are not violating any agreement. They delivered for N
> years as promised.
>

Read the bit in my link about cancellation of the vendor's project.

This is directly the same thing (if it is addressed in the escrow
agreement.)

If the vendor is willing to sell a new support contract at a reasonable
price increase but the customer says no, the escrow becomes invalid
and cannot be used.

If the vendor is only willing to sell a new support contract at an
extreme markup then the escrow triggers (provided the escrow agreement
was written to handle this).

>> 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 ?
>
> That one has a support contract and a valid license before
> the license expire does not give one any rights after
> the license expire.
>

Yes it does, if it's not the customer's fault that they can't get
a new support contract, and provided the escrow agreement is written
correctly.

This is absolutely no different to getting permanent access to the
vendor's source code in a normal escrow agreement, even past what
would have been the next support contract period for that vendor.

>
> You are of course free to ask for the first rental contract to contain
> a clause that says that if they after the N years are not willing to
> rent you a car again then you can keep the first car forever for free.
> But do not expect the car company to signoff on that.
>

Normal source code escrow agreements can contain such a clause however.
Read the link I have provided.

Simon.

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