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computers / comp.os.vms / Re: VSI Subscription Licensing Response Letter

SubjectAuthor
* VSI Subscription Licensing Response LetterStephen Hoffman
+* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|+- Re: VSI Subscription Licensing Response LetterSimon Clubley
|`* Re: VSI Subscription Licensing Response LetterCraig A. Berry
| +* Re: VSI Subscription Licensing Response LetterArne Vajhøj
| |`* Re: VSI Subscription Licensing Response LetterJan-Erik Söderholm
| | +- Re: VSI Subscription Licensing Response LetterArne Vajhøj
| | `- Re: VSI Subscription Licensing Response LetterPhillip Helbig (undress to reply
| `* Re: VSI Subscription Licensing Response LetterJan-Erik Söderholm
|  `* Re: VSI Subscription Licensing Response LetterPhillip Helbig (undress to reply
|   +* Re: VSI Subscription Licensing Response LetterJan-Erik Söderholm
|   |+* Re: VSI Subscription Licensing Response LetterPhillip Helbig (undress to reply
|   ||`- Re: VSI Subscription Licensing Response LetterJan-Erik Söderholm
|   |`- Re: VSI Subscription Licensing Response LetterBill Gunshannon
|   `- Re: VSI Subscription Licensing Response LetterCraig A. Berry
+* Re: VSI Subscription Licensing Response LetterSimon Clubley
|`- Re: VSI Subscription Licensing Response LetterPhillip Helbig (undress to reply
+* Re: VSI Subscription Licensing Response LetterChris Hanson
|`* Re: VSI Subscription Licensing Response LetterDave Froble
| `* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  +* Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |`* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  | `* Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |  `* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  |   `* Re: VSI Subscription Licensing Response LetterDave Froble
|  |    `* Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |     `* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  |      +* Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |      |`* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  |      | `* Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |      |  `* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  |      |   `* Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |      |    `* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  |      |     `* Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |      |      `* Re: VSI Subscription Licensing Response LetterArne Vajhøj
|  |      |       `- Re: VSI Subscription Licensing Response LetterSimon Clubley
|  |      `* Re: VSI Subscription Licensing Response LetterPhillip Helbig (undress to reply
|  |       `- Re: VSI Subscription Licensing Response LetterSimon Clubley
|  `* Re: VSI Subscription Licensing Response LetterChris Hanson
|   +* Re: VSI Subscription Licensing Response LetterSimon Clubley
|   |+* Re: VSI Subscription Licensing Response LetterDave Froble
|   ||+* Re: VSI Subscription Licensing Response LetterSimon Clubley
|   |||`- Re: VSI Subscription Licensing Response LetterJan-Erik Söderholm
|   ||`- Re: VSI Subscription Licensing Response Letterultr...@gmail.com
|   |`* Re: VSI Subscription Licensing Response LetterVMSgenerations working group
|   | `- Re: VSI Subscription Licensing Response LetterVolker Halle
|   `- Re: VSI Subscription Licensing Response LetterArne Vajhøj
+* Re: VSI Subscription Licensing Response LetterMark Redding
|`* Re: VSI Subscription Licensing Response LetterSimon Clubley
| `* Re: VSI Subscription Licensing Response LetterDave Froble
|  `* Re: VSI Subscription Licensing Response LetterSimon Clubley
|   +- Re: VSI Subscription Licensing Response LetterMark Redding
|   `* Re: VSI Subscription Licensing Response LetterDave Froble
|    `* Re: VSI Subscription Licensing Response LetterBill Gunshannon
|     `* Re: VSI Subscription Licensing Response LetterSimon Clubley
|      `* Re: VSI Subscription Licensing Response LetterDave Froble
|       `- Re: VSI Subscription Licensing Response LetterSimon Clubley
+- Re: VSI Subscription Licensing Response LetterEdgar Ulloa
+- Re: VSI Subscription Licensing Response LetterVMSgenerations working group
`* Re: VSI Subscription Licensing Response LetterIan Miller
 `- Re: VSI Subscription Licensing Response LetterPhillip Helbig (undress to reply

Pages:123
Re: VSI Subscription Licensing Response Letter

<s8lemg$1i6$1@dont-email.me>

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From: club...@remove_me.eisner.decus.org-Earth.UFP (Simon Clubley)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 12:24:48 -0000 (UTC)
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 by: Simon Clubley - Wed, 26 May 2021 12:24 UTC

On 2021-05-25, Arne Vajhøj <arne@vajhoej.dk> wrote:
> On 5/1/2021 11:15 PM, Simon Clubley wrote:
>> On 2021-04-30, Dave Froble <davef@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@remove_me.eisner.decus.org-Earth.UFP
Walking destinations on a map are further away than they appear.

Re: VSI Subscription Licensing Response Letter

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From: arn...@vajhoej.dk (Arne Vajhøj)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 08:46:37 -0400
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 by: Arne Vajhøj - Wed, 26 May 2021 12:46 UTC

On 5/26/2021 8:24 AM, Simon Clubley wrote:
> On 2021-05-25, Arne Vajhøj <arne@vajhoej.dk> wrote:
>> On 5/1/2021 11:15 PM, Simon Clubley wrote:
>>> On 2021-04-30, Dave Froble <davef@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.

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.

>> 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.

>> 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.

Yes. Above is describing an agreement made now but with payment later
if worst case happened.

>> 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.

Some. But that is also a business risk.

Arne

Re: VSI Subscription Licensing Response Letter

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From: hel...@asclothestro.multivax.de (Phillip Helbig (undress to reply)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 12:55:37 +0000 (UTC)
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 by: Phillip Helbig (undr - Wed, 26 May 2021 12:55 UTC

In article <s8lemg$1i6$1@dont-email.me>, Simon Clubley
<clubley@remove_me.eisner.decus.org-Earth.UFP> writes:

> 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.

How much is extreme?

Re: VSI Subscription Licensing Response Letter

<s8m2hh$tv8$1@dont-email.me>

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From: club...@remove_me.eisner.decus.org-Earth.UFP (Simon Clubley)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 18:03:30 -0000 (UTC)
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 by: Simon Clubley - Wed, 26 May 2021 18:03 UTC

On 2021-05-26, Arne Vajhøj <arne@vajhoej.dk> wrote:
> On 5/26/2021 8:24 AM, Simon Clubley wrote:
>> On 2021-05-25, Arne Vajhøj <arne@vajhoej.dk> wrote:
>>> On 5/1/2021 11:15 PM, Simon Clubley wrote:
>>>> On 2021-04-30, Dave Froble <davef@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@remove_me.eisner.decus.org-Earth.UFP
Walking destinations on a map are further away than they appear.

Re: VSI Subscription Licensing Response Letter

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From: club...@remove_me.eisner.decus.org-Earth.UFP (Simon Clubley)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 18:05:33 -0000 (UTC)
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 by: Simon Clubley - Wed, 26 May 2021 18:05 UTC

On 2021-05-26, Phillip Helbig (undress to reply) <helbig@asclothestro.multivax.de> wrote:
> In article <s8lemg$1i6$1@dont-email.me>, Simon Clubley
><clubley@remove_me.eisner.decus.org-Earth.UFP> writes:
>
>> 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.
>
> How much is extreme?
>

Depends on the contract. In my view, I consider 10% to be ok (at least
in this situation), but I consider 500% to be extreme.

Simon.

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

Re: VSI Subscription Licensing Response Letter

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From: arn...@vajhoej.dk (Arne Vajhøj)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 14:26:17 -0400
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 by: Arne Vajhøj - Wed, 26 May 2021 18:26 UTC

On 5/26/2021 2:03 PM, Simon Clubley wrote:
> On 2021-05-26, Arne Vajhøj <arne@vajhoej.dk> wrote:
>> On 5/26/2021 8:24 AM, Simon Clubley wrote:
>>> On 2021-05-25, Arne Vajhøj <arne@vajhoej.dk> wrote:
>>>> On 5/1/2021 11:15 PM, Simon Clubley wrote:
>>>>> On 2021-04-30, Dave Froble <davef@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

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.

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.

> 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.

>> 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 ?

T is end of license paid for.

>>>> 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.

It doesn't match what you are proposing.

VSI or whoever acquire VSI assets would have delivered as promised
on agreed contract - they just don't want to sign a new contract.

To do a car analogy.

You rent a car for X per year for N years.

If you do not get your car for those N years then you have a
valid case.

But if you after those N years go to the car company and said that
you want to rent a new car for another N Years and they say no,
then you do not have a case.

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.

Arne

Re: VSI Subscription Licensing Response Letter

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From: club...@remove_me.eisner.decus.org-Earth.UFP (Simon Clubley)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 18:54:01 -0000 (UTC)
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 by: Simon Clubley - Wed, 26 May 2021 18:54 UTC

On 2021-05-26, Arne Vajhøj <arne@vajhoej.dk> wrote:
> On 5/26/2021 2:03 PM, Simon Clubley wrote:
>> On 2021-05-26, Arne Vajhøj <arne@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@remove_me.eisner.decus.org-Earth.UFP
Walking destinations on a map are further away than they appear.

Re: VSI Subscription Licensing Response Letter

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From: arn...@vajhoej.dk (Arne Vajhøj)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Wed, 26 May 2021 16:11:00 -0400
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 by: Arne Vajhøj - Wed, 26 May 2021 20:11 UTC

On 5/26/2021 2:54 PM, Simon Clubley wrote:
> On 2021-05-26, Arne Vajhøj <arne@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

Re: VSI Subscription Licensing Response Letter

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From: club...@remove_me.eisner.decus.org-Earth.UFP (Simon Clubley)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Thu, 27 May 2021 12:11:14 -0000 (UTC)
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 by: Simon Clubley - Thu, 27 May 2021 12:11 UTC

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

I disagree. That is a natural thing for any customer to worry about.

If this isn't addressed, then what is to stop any successor organisation
to VSI demanding a 500% increase in the annual licence fee in order for
the customer to continue receiving licences ?

They know the customer would have to pay the fee or the customer could
go bust. Any reasonable customer is going to want to make sure they do
not find themselves in this position.

>
> 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.
>

Not the same. VSI wants the customer's money and so the customer
gets to decide the terms under which they are willing to hand over
money to VSI in return for VSI's products.

Simon.

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

Re: VSI Subscription Licensing Response Letter

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From: arn...@vajhoej.dk (Arne Vajhøj)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Thu, 27 May 2021 09:54:41 -0400
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 by: Arne Vajhøj - Thu, 27 May 2021 13:54 UTC

On 5/27/2021 8:11 AM, Simon Clubley wrote:
> On 2021-05-26, Arne Vajhøj <arne@vajhoej.dk> wrote:
>> On 5/26/2021 2:54 PM, Simon Clubley wrote:
>>> 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.
>
> I disagree. That is a natural thing for any customer to worry about.
>
> If this isn't addressed, then what is to stop any successor organisation
> to VSI demanding a 500% increase in the annual licence fee in order for
> the customer to continue receiving licences ?
>
> They know the customer would have to pay the fee or the customer could
> go bust. Any reasonable customer is going to want to make sure they do
> not find themselves in this position.

I totally agree that it is a natural thing for customers to worry about
and that it needs addressing.

But to get it addressed then we need a model that makes
everybody happy.

Customers need to know that they can be sure to have a license for
a number of years.

VSI needs revenue.

VSI creditors needs asset preservation.

>> 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.
>>
>
> Not the same. VSI wants the customer's money and so the customer
> gets to decide the terms under which they are willing to hand over
> money to VSI in return for VSI's products.

That is not how business works.

If it was then I would go down to the Rolls Royce dealer and
ask for a car for 100 dollars.

A business agreement requires two parties to agree on terms, so:
* customer must be willing to hand over the money for the
good/service
* vendor must be willing to hand over the good/service
for the money

The problem with escrow is a little special because VSI
most likely do not care at all - it will will only apply
if VSI goes under - if they don't they don't care - if they
do they don't care.

The problem is with VSI creditors. They will not like
VSI assets to be given to customers as part of an agreement
made by VSI.

And in the end that means a risk to the customers. VSI creditors
could go to court and claim illegal transfer of assets. Maybe their
chance of success is only 5% or 10%, but could customers live
with a 5% or 10% probability that their in escrow permanent
licenses would be invalidated by court? I don't think so.

There are many other models.

The escrow model could be changed to a model where in case
of bankruptcy customer got the right to buy permanent licenses.
As soon as it is a buy not for free, then it becomes very
hard to ask for voiding as an illegal asset transfer.

There is the model I suggested with rolling license
extensions to ensure people have 5 years. Or maybe increase
to 8 years. VSI will not complain about more prepayment. And
I don't see VSI creditors being able to complain about
VSI entering multi-year contracts.

VSI already said that it would be possible for some (nuclear
power plants was given as example) to still get permanent
licenses. Maybe that could be extended to cover more - maybe
everybody that does the appropriate song and dance with their
sales rep.

There may be other models.

But everybody that has a good idea should not just think
"does this solve the customers problem?" - they should also
think "will this work for VSI and VSI creditors as well?".

Otherwise the chances of acceptance is small.

We need a win-win-win proposition.

Arne

Re: VSI Subscription Licensing Response Letter

<s8opev$3a8$2@dont-email.me>

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https://www.novabbs.com/computers/article-flat.php?id=15124&group=comp.os.vms#15124

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Path: i2pn2.org!i2pn.org!eternal-september.org!reader02.eternal-september.org!.POSTED!not-for-mail
From: club...@remove_me.eisner.decus.org-Earth.UFP (Simon Clubley)
Newsgroups: comp.os.vms
Subject: Re: VSI Subscription Licensing Response Letter
Date: Thu, 27 May 2021 18:46:55 -0000 (UTC)
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 by: Simon Clubley - Thu, 27 May 2021 18:46 UTC

On 2021-05-27, Arne Vajhøj <arne@vajhoej.dk> wrote:
>
> I totally agree that it is a natural thing for customers to worry about
> and that it needs addressing.
>
> But to get it addressed then we need a model that makes
> everybody happy.
>
> Customers need to know that they can be sure to have a license for
> a number of years.
>
> VSI needs revenue.
>
> VSI creditors needs asset preservation.
>

I've just posted a proposal in a new thread that I think handles all
three of these concerns.

Simon.

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

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