ColdFusion license doesn't allow for SaaS solution?

[arisseu]

I've been told that under Standard and Enterprise ColdFusion  is it prohibited to deploy a SaaS application:

license point:

2.6.4 Prohibited Use ...c) providing use of the software in a computer service business, third party outsourcing facility or service, service bureau agreement, time sharing basis, or as a part of a hosted service

The only way to use ColdFusion for a SaaS application (meaning charging a license fee for each customer using the same application), the only way is to negotiate a Coldfusion Hosting Agreement based likely on a percentage of your business profit.

Is this true? does anyone have experience with this?

This is a serious issue that could change a lot a startup financial situation and forecast.

Thank you for your input on this

[Charlie Arehart]

It seems to be a hammer that Adobe is bringing down on people, yes. Many have raised it to me, saying they don’t read the terms the same way that Adobe is (as to what is a SAAS app). For instance, isn’t there a huge difference between a company who has login features of the CF app that let users see their own stuff (and makes profit in doing that), versus an org who “hosts” different clients in terms of letting them have their own “account on the server”?

Where does any CF app change from being “a dynamic db-driven web site that serves different clients” to being a “saas” application? How different are they as “hosted services”, per that last point? The EULA terms don’t clarify that.

/charlie

[Dave Watts]

My understanding is that "hosted service" applies in this context to services that allow users to upload their own code. But that's not very well defined by the EULA and my experience is that if you ask ten Adobe sales people what something in the EULA really means, you'll get eleven answers. My argument, should I ever be faced with the need for one, is that it would make no sense to use an alternate meaning because everything on the web is a hosted service in that reading, and it would be pointless to deploy CF for any public-facing applications with user accounts.

Dave Watts, Fig Leaf Software

[alberto10s]

Dave, I could not agree more.  Selling a subscription for use of a web application is VERY different from selling ColdFusion as a Service.  The way we read the prohibited use section is by replacing the word "software" with "ColdFusion". 

No one in the SaaS space is selling "ColdFusion" or its use. 

These companies are selling the use of an application that is based on their respective intellectual property (meaning their html, css, js, cfml, graphic design, UI design, business processes, workflows, etc).

[arisseu]

Hi,

the problem is that I cannot base a startup business on a "interpretation" of the contract or on the interpretation of a particular consultant.

The license mention "service bureau" and "time sharing": looking around it seems really like an old fashioned term leading to modern days SaaS. In the old days, renting a "bureau" with a mainframe computer to run a program looks a lot like SaaS, just add internet.

I will look for legal help or for somebody with real experience on that, I need a real clear answer!

[alberto10s]

Hey Charlie, 

I do agree with your last point that the EULA is weirdly written.  However, I think Dave is correct. 

We reviewed the EULA license for each version (all the way back through CF10).   The language is almost identical going back to CF10 with one exception.  They all link to: "http://www.adobe.com/go/ColdFusion_Hosting_Agreement".

However, the 2018 EULA changed the link to: "http://www.adobe.com/go/ColdFusion_Custom_Agreement".

While this distinction is notable, it is hardly substantive.  

The way we read the prohibited use section was by replacing the word "software" with "ColdFusion" . 

"2.6.4 Prohibited Use. Except as expressly authorized through a separate custom agreement, Licensee is prohibited from: (a) using ColdFusion on behalf of third parties; (b) renting, leasing, lending, or granting other rights in ColdFusion including rights on a membership or subscription basis; (c) providing use of ColdFusion in a computer service business, third party outsourcing facility or service, service bureau arrangement, time sharing basis, or as part of a hosted service; or (d) using any component, library, or other technology included with ColdFusion other than solely in connection with its use of ColdFusion. For more information about how to obtain a custom agreement, please see: http://www.adobe.com/go/ColdFusion_Custom_Agreement"

Everything in that section applies to the use of "ColdFusion".  No one in the SaaS space is selling "ColdFusion" or its use (e.g. allowing someone to run their code on your CF instance). 

SaaS companies are selling the use of an application which is their particular intellectual property (i.e. custom html, custom css, custom js, custom cfml, custom graphic design, custom UI design, proprietary business processes, workflows, etc)...  Not the use "ColdFusion".

As written, the language only addresses hosting services and the like.  It is one thing to want to say that the language includes SaaS products, but it is another thing for the language to actually say that. 

Selling a subscription for use of a web application is very different from selling the use of "ColdFusion".  

Alberto

[Charlie Arehart]

Alberto, I'm confused . You name me, and it seems as if you think I am somehow siding with the stance of those at Adobe who would go after what they deem to be SaaS solutions. I am not. I am with everyone here saying so far that they find such assertions, and the doc wording, to be curious--and worse, for those tagged this way.

[alberto10s]

Hey Charlie,

I am sorry for the confusion...  I did not mean to imply that was your stance at all.  Yes, I was adding my 2 cents on the one point you made (re: the unclear EULA language), but much more so on the broader topic.  I should have made that more clear.

Alberto

[Charlie Arehart]

Ah, ok. Thanks. And yep, we can hope someone from Adobe would respond, but I suspect they will not. And a question may be whether this stance is not from the cf team but perhaps upper mgt, or sales. It is unfortunate that it happens to some who don't fit any model of SaaS, let alone this who may be feel that's not how the eula reads to them.

Perhaps more will find this and add their thoughts here over time.

[alberto10s]

Well, it's true.  Adobe is trying to screw us...  And by us, I mean any and all SaaS companies in the CF community.  They came back with a quote that said we would need 1 CF Standard License per core.  So, yeah… If you have a 4 core server running CF 2018 STD, you are looking at ~10K. All because you are a SaaS company.  

I cannot express my anger and frustration with Adobe.  I sent Rakshith (Product Manager at Adobe) an email letting him know about this. 

No small business or start-up will pay these kinds of prices. I have always been an advocate for Adobe ColdFusion, but this is just feels like a nasty betrayal.  If they do this… and I can't believe I am writing this, but ACF is done.  CF adoption is low enough as it is.  Who is going to use ACF as a platform with this high of a barrier to entry?

[Dave Watts]

I don't think it's as simple as "Adobe is trying to screw us", because I don't think Adobe has a clear position on billing for SaaS customers, unlike hosting customers. And if you have a sales person telling you that you have to pay an outrageous amount, I would just ask to speak to his manager until you get a more satisfactory answer, and keep going up the chain.

Dave Watts, Eidolon LLC

[alberto10s]

Hi Dave,

I appreciate your perspective and agree regarding the language in the Prohibited Use clause.  However, with a quote like that, it is clear that it -is- that simple.  Especially, considering that we are not the only or first ones to have this happen. 

I am not sure if it was a sales person or someone in Adobe licensing.  The quote we got was from Integral who was working with the person at Adobe.  Getting pricing from Integral was really painful thanks to Adobe.  The person at Adobe sent over a pretty long questionnaire and a spreadsheet to be filled out.  Several of the questions were -highly- inappropriate and probing.

The fact is the prices were already high, and this quote is just greedy.

Alberto