[Info-vax] VSI Subscription Licensing Response Letter

[Arne Vajhøj]

On 5/26/2021 2:54 PM, Simon Clubley wrote:
> On 2021-05-26, Arne Vajhøj <arne at vajhoej.dk> wrote:
>> 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).

There are no escrow contracts that works that way.

>>> 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,

An agreement that ends at T doers not give any parties any right
after T.

>              if it's not the customer's fault that they can't get
> a new support contract,

That it is not their fault does not give them any specific rights.

The vendor sold a license for N years and delivered a license for
N years.

No obligations after the N years.

Try to turn it around. What if VSI wanted customers that buys a
license for X for N years to deposit a huge sum of money that
would go to VSI if the customer did not want to buy a new
license period. Totally crazy right. But the other way around
is just as crazy.

When an agreement has expired then it has expired.

>> 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.

Escrow agreements are all about when the party are not delivering
what was agreed on - not when a party do not want to enter a new
agreement.

If you do not believe me, then try get a leasing company to signoff
on such a deal.

Arne