Adobe ColdFusion license bait and switch for SaaS companies

[pvandermn]

[UPDATE - The following is a very long thread.  If you tire of reading all the updates, see our update below from Sep 28, 2019 for the resolution.]

The compilation below is the entire conversation Adobe deleted (how convenient) when moving to the new forums.  Unfortunately, the original links to those how posted are not live, but you will be able to read the entire conversation.  If you want to see the original post in the old Adobe forums, here it is - not sure how long the link will live. But the text of that original post and the many replies to it are offered below:

Original Post

Checking in to see if anyone else out there is dealing with Adobe bait and switch based on having
an application developed in CF that other businesses use? We were sent a questionnaire earlier
this year under the guise of getting a "better deal" for our existing 3 perpetual Enterprise licenses.
As a result of what was clearly a bait and switch tactic, Adobe is now claiming we are in violation
of the EULA and requiring us to sign a custom agreement that is increasing our costs nearly
10-fold. If we don’t sign it, they are threatening to sue us for years of back-license fees. Our
solution does not provide coding access or delivery of ColdFusion itself. And it is not ColdFusion
server dependent. (It runs in open source environment like Lucee). They say that ANY company
using CF in any B2B capacity is a service bureau and subject to a custom agreement with annual
auditing/repricing, using some arbitrary and unknown formula for determining the cost. Clearly
they are trying to convert their perpetual licensed customers to a special license where they’ll
ultimately demand a portion of their revenues. They are also bypassing their resellers by doing
this. If you have dealt with this I’d like to find out what your resolution was. If you have not – just
wait – they are coming for you.

Charlie Arehart Aug 27, 2019 6:56 AM
This is so disheartening to hear, and yes I've heard it happening to a few people this past year (either my
clients or folks writing in the community). In each case, I came to the same conclusions as you: the asserted
violations don't seem in line with the EULA, which is what people agree to before using CF.

I wish someone from Adobe would publicly clarify what point in the EULA is justifying what feels like a shake
down.

This is causing more and more bad PR. With all the positive news from the CF team about how well CF is
doing, I can't see how this jives. It will surely be used by some to assert that CF is struggling and the CF team
is desparate. That's not a good look. Which one is it?

And of course, for the companies being chased this way (now and in the future), it's of real economic
consequence, with tens or even hundreds of thousands of dollars being sought from them. And before
someone says cavalierly, "just switch to Lucee", that's not the answer. They're still pursuing back-licensing
against these folks for 10 years if they threaten that. As the OP indicates, that's waived only if they agree to a
new annual payment plan.

Basically, it's a "you can pay us now or pay us later, but you're gonna pay us" kind of ultimatum that smacks of
gangster movies.

And after watching the classic "On the Waterfront" just last week, I can't help feeling like Brando's character,
who having been a loyal teamster starts to see what's really going on, and can't help feeling the need to take a
stand.

Like Brando as Terry Malloy, I realize I risk some relationships (and perhaps worse) by speaking up on this,
what with me being an ACP, speaker at the upcoming CF Summit, and a very long-time cf supporter. But this
is all very dismaying to hear, and the news of pursuing back-licensing from people who try to leave is just over
the top and frankly very distasteful. So it seems time to get behind seeing this more widely discussed.

Steve Sommers Aug 27, 2019 10:10 AM in response to Charlie Arehart
Charlie and pvandermn, I share your dismay. I started the the "What the heck is Adobe thinking?" thread over
three years ago on this same issue - a EULA fight with an Adobe licensing rep forcing us to a service provider
license at the time. Adobe's stance is that their CF EULA only covers the simplest B2C - customer running
a single site promoting their ware to an individual consumer, or a blog site. That's about it. If you sell B2B
products or services, you are in violation of their EULA and are required to have a custom agreement.

Our case was unique compared to most using CF. While we still don't agree with Adobe's interpretation of
their own EULA, we had 20+ standard licenses and the battle resulted in a custom Enterprise agreement. This
arrangement was tolerable cost wise because of how much we were already paying with our individual licenses
- the price jump, for us, was manageable. Unfortunately from all that have contacted me directly seeking insight
to my experience, they don't have the same benefit of already paying a lot.

This is the first time I have heard Adobe threatening back-license fees. Adobe needs to address this publicly.
Based on my experience and the experience of the people coming to me for advice, as much as it pains me,
my current recommendation to anyone asking is to switch to Lucee ASAP before Adobe, and specifically their
ever increasingly aggressive licensing department finds you.

Somehow, this needs to be brought up in the upcoming CF Summit. I would love to recommend CF again to
people coming to me. Charlie, any ideas?

Charlie Arehart Aug 27, 2019 4:55 PM in response to Steve Sommers
No ideas, I'm afraid, other than hoping this generates a lot of interest here. Any one-sie/two-sie comments
even to the right higher ups (even from me) is likely to be met with a shrug, I fear.

We need to see lots of interaction, and I think this post is the place to seek it. It has a somewhat more alarming
title than the other (no offense, Steve, but I just mean that the title "what was Adobe thinking" could be inferred
by readers to apply to a curious coding/feature decision, so that they may not take note of it).

But there are others in the community who are more of the "pitchfork and torches" approach to problemsolving,
so perhaps they may have different "ideas" of how to proceed, before or at or after the summit.

Steve Sommers Aug 27, 2019 5:26 PM in response to Charlie Arehart
Hmm. @Adobe #PitchforkAndTorches at #CFSummit2019

See, you did have an idea. And no offense taken.

Steve Sommers Aug 27, 2019 5:32 PM in response to Steve Sommers
Let me check if my company will sponsor t-shirts with the above (after going through a twitter checker - I never
tweet) and we'll hand one out to each attendee. If enough people wear them at the event, maybe that'll get
some attention.

ba94876286 Aug 28, 2019 11:26 AM
Is this because you are hosting it vs using a third party hosting provider like AWS?

PAUL VANDERWAAL Aug 28, 2019 11:53 AM in response to ba94876286
Sorry - no, it doesn't matter where it is installed/hosted. It is more the end user. We have a combination of
environments.

ba94876286 Aug 29, 2019 1:10 PM
So you are saying that if you are using CF and businesses pay you for your application/service, Adobe is trying
to push you to a custom agreement claiming that you should pay per business customers you have? How is
that possible? They have to move almost every CF customer (unless they are using it for a hobby) to a custom
agreement. How is that custom agreement structured? What if I have 10,000 customers each paying $100 vs
100 customers each paying $10,000?

Steve Sommers Aug 29, 2019 1:41 PM in response to ba94876286
Exactly. How is it structured? For us, it was very close to their standard Enterprise agreement. I've been
approached by a couple people lately saying that Adobe is trying to base the price on a percentage of the
product/service income - a royalty like structure. I have not seen this myself, that is what I was told.

PAUL VANDERWAAL Aug 29, 2019 2:10 PM in response to ba94876286
ba94876286, yes to your question. They are equating every SaaS customer to an on-premise install
opportunity that they lost out on, so this is how they are going to try to circumvent that lost revenue. Except
we were NEVER an installed product, and we were SaaS before SaaS existed, using CF for 20 years - before
Adobe came along. They keep telling us how they want to be our partner, and all the benefits of the custom
license (unlimited enterprise licenses where we only need a few). They talk about how they are doing us
this solid by giving us all these great support benefits that we already have with our enterprise licenses - and
we only have to pay 7x more. And they will not tell you how they calculate - sometimes based on number of
applications, number of customers - nothing that you can put a pin in and forecast with. But it seems clear they
are looking at sharing revenue based on comments they have made.

Dave Watts Aug 29, 2019 2:25 PM in response to PAUL VANDERWAAL
They must have hired some Oracle sales people.

ba94876286 Aug 30, 2019 6:52 AM
So let me get this straight: they are losing potential revenue because instead of installing your software onpremise
with CF, you are a sneaky SOB for serving it as a SaaS solution. That’s laughable. In that scenario
Microsoft can have the same claim for using Windows OS in your servers or how about the memory chip maker?

Because they are all losing potential revenue since you are not installing your solution with every customer.
Adobe seems desperate to come up with such a lame *** excuse. Ripe for a class action law suit. Time to look
for alternatives.

PAUL VANDERWAAL Aug 30, 2019 7:08 AM in response to Dave Watts
Dave, I see you are quite active in the forum - so thank you for that contribution. Have you heard of other
SaaS providers being targeted like this and if so, do you knowledge of what they did?

Dave Watts Aug 30, 2019 7:30 AM in response to PAUL VANDERWAAL
My activity is more technical than anything else, and I haven't been involved in any of these sales incidents,
so my contribution to this problem will be limited. Based on what I've seen and heard I think it's pretty bogus.
It's possible I'm only hearing one side of the story, but there's nothing in the Adobe license that requires B2B
services to be treated the same way that hosting providers are treated. I know a bunch of government agencies
that provide services for businesses, and I bet they're not getting treated like this. I would personally not
take this sitting down if I were in this position. I have had run-ins with ... overzealous ... Adobe sales people
before, as well as sales people for other products. I kind of suspect that these guys are going rogue, basically,
and that someone higher up the product chain would shut that down. But if not, there is an open-source
CFML alternative available. I would move to that if I needed to, and I'd tell everybody in the Adobe sales and
product chain I was doing that and why I was doing that, if I ran into this problem. It would not be a painless
migration, but people migrate from one platform to another all the time - more than they ought to probably - so
it's definitely doable.

In general, I think that as businesses grow their products, it makes sense to use commodities as components,
instead of proprietary products. I've worked with a bunch of customers using CF in AWS, for example, and
eventually they get to a point where it would make more sense for them to use a commodity like Lucee instead,
to avoid license management issues. This is just the nature of proprietary software: it makes a lot more
sense to use Linux instead of Windows in AWS too, for the same reasons. I'm a Windows guy by habit but I'd
definitely rather use Linux in AWS. I guess they might benefit from enterprise licenses, but if I were their CTO
I'd look at commoditizing that part of their product rather than paying for nonexistent hosting provider fees.
I really like Adobe CF. I would hate to see it go away. I think that having Adobe CF helps the entire CFML
market including Lucee. But I would drop Adobe CF like a hot potato if I were facing something like this.

PAUL VANDERWAAL Aug 30, 2019 8:00 AM in response to Dave Watts
Thanks for your thoughts Dave. We have been up the chain to no avail. They are hell-bent on forcing this
through - so much so that they are committing to updating the ambiguous language in the 2020 EULA so it
specifically refers to SaaS offerings as prohibited. Could be the beginning of the end.

cemerdem Aug 30, 2019 8:45 AM
I work with pvandermn in the same company and yesterday I had a meeting with our sales person from
Adobe, and the Coldfusion Product Manager, was on the call. They also brought
in someone else (from Account Management) in the middle of the call who tried to rationalize their
legal stand on this. In short, they admitted that their agreement is not clear and they will correct it in their 2020
license. So if you are a SaaS company using CF, you need to move to the custom agreement. In my first call
with their sales people a week ago, I got threatened that they will sue us for past "illegal" use if we move to
another platform and not sign this new custom agreement. They are not able to explain how they come up with
the pricing. They mentioned that we have 140 customers and based on our pricing on our web site, what they
are offering us "can't be more than 2%" of our revenues. So Dave, I think you are right. They must have
hired some sales people from Oracle. They keep telling us this is for our own good because we are going to
have access to support, product upgrades, and unlimited installations of CF. Well, we don't need unlimited
installations of CF. We just need 3 licenses which we already paid for. We are on their radar right now and
our sales person said he is converting several small companies like us every week to this new custom pricing
model. So if they haven't found you yet, they will. Watch out for the questionnaire they send out under the
premise of "saving money on your license fees". And at that point, you are dealing with a bully and logic or law
will not matter. Either you pay them what they want or you are in trouble!

Dave Watts Aug 30, 2019 10:35 AM in response to cemerdem
Well, this is really unfortunate. I'll see what I can come up with talking to others, but it sounds like they're
maneuvering you right out of future purchases.

cemerdem Sep 3, 2019 10:37 AM
Here is an update: They sent an updated agreement on Friday with reduced price AND with two new pages added to the agreement which we haven't seen before. They were pushing us hard to sign it the same day saying it is just their
standard terms for all their customers having similar business cases! At a quick glance on those new terms, I discovered this paragraph:

End User Requirements. Customer (that's us) will take all steps necessary to protect Adobe’s proprietary
rights in the On-premise Software (that's Coldfusion installed in our servers - we don't have any on-premise
installation). Customer will ensure that the On-premise Software is made available only to authorized End Users
(our customers who are using our application over the web without having any access to Coldfusion installed in
our server) who are using the Services (our own software), solely for the duration of their permitted use of the
Service and in accordance with a localized version of Customer’s standard end user agreement or terms of use
applicable to its Service (the “End User Agreement”) that is binding upon and enforceable against the End User.
Such End User Agreement will include terms and conditions substantially equivalent to, and no less protective
of Adobe’s interests as those stated in this Agreement, (ii) disclaiming, to the extent permitted under applicable
laws, any warranty obligations or other liabilities on the part of Adobe or its suppliers.

Am I reading this right that now they want us to add into OUR agreement with OUR customers terms and conditions
to protect Adobe's interests?

Steve Sommers Sep 3, 2019 10:55 AM in response to cemerdem
I can't tell you for sure, you'll need an attorney. Only having enough legal verbiage experience to be
dangerous, I would focus on "On-Site premise software" and disqualify the remainder of the paragraph since
you don't have any on-premise software. But I'm not an attorney. You can tell an attorney wrote the text
though, as attorneys don't have to breath - they can sing the national anthem in a single breath.

cemerdem 12 Sep 3, 2019 11:35 AM in response to Steve Sommers
I agree. And yes, I'm going to consult with a lawyer. That's the part that makes me upset that they were
pushing hard for me to sign this the day I received it on Friday without even having a chance to review it.
I think Adobe is playing with the language here. On-premise software is not what you and I would think. This is
how they define it in the same agreement:

“On-premise Software” means Adobe ColdFusion which may be identified through an electronic file designation
mechanism made available by Adobe through its Xchange file download server, or through such other means that
Adobe may make available from time to time.

They way they define "On-premise Software", it has nothing to do with where it is installed... whether it is in our
environment or in our customer's environment. As long as we use Adobe Coldfusion to serve our application,
End User Requirements I posted above apply.

cemerdem Sep 3, 2019 11:48 AM
For the benefit of other SaaS companies using Adobe Coldfusion, I'm posting the parts of the special
agreement Adobe wants all SaaS companies to sign:
2. Production Hosting Licenses.
2.1 Customer may: (a) use the On-premise Software and any related end-user Documentation solely for
placement on Customer’s servers, located within North America, in conjunction with the Service; (b) grant
to End Users worldwide, the right to access the On-premise Software (solely as integrated or incorporated
into Customer’s Service) and any related Documentation solely in conjunction with the use of the Service; (c)
sublicense to End Users the right to use, through an
applicable interface, the On-premise Software, solely to the extent necessary to utilize the Service, subject to
the terms of section 3.2 (End User Agreement Requirements) below; and (d) use the On-premise Software and
Documentation for testing, evaluation, support, or demonstration in connection with service and support of End
Users.
2.2 End User Requirements. Customer will take all steps necessary to protect Adobe’s proprietary rights in the
On-premise Software. Customer will ensure that the On-premise Software is made available only to authorized
End Users who are using the Services, solely for the duration of their permitted use of the Service and in
accordance with a localized version of Customer’s standard end user agreement or terms of use applicable
to its Service (the “End User Agreement”) that is binding upon and enforceable against the End User. Such
End User Agreement will include terms and conditions (a) substantially equivalent to, and no less protective of
Adobe’s interests as those stated in this Agreement, (b) disclaiming, to the extent permitted under applicable
laws, any warranty obligations or other liabilities on the part of Adobe or its suppliers.
3. Related Obligations.
3.1 End User Support. Customer will be responsible for providing support to End Users who access the
Customer Service and/or the On-premise Software. Customer agrees that any information regarding support
distributed by Customer will clearly and conspicuously state that End Users may only contact Customer for
technical support for the Service. Customer agrees to coordinate with Adobe’s customer support department to
provide a means by which Adobe can notify Customer by telephone or electronic mail of End Users who directly
contact Adobe.
3.2 Security. Customer shall at all times maintain a secured facility and network. A commercially reasonable
security system and procedure must be in place to secure the physical installations and copies of the Onpremise
Software and security of the network providing access to the Customer Service and On-premise
Software available via the Service. Any incidents of breach of security shall be reported immediately to Adobe.
In any of the foregoing, Customer agrees to investigate the reasons therefore, and promptly take the necessary
steps to prevent such situation from arising again.
3.3 Service Levels. Customer agrees that Adobe is not responsible for quality or availability of the Service.
Customer, in its service level agreements with End Users (if any), shall not warrant availability of the Onpremise
Software.
4. Third-Party On-premise Software Notices. The creators or third party licensors of certain public standards
and publicly available code (“Third Party Materials”), require that certain notices be passed through to the end
users of the Onpremise Software. These third party notices are located at http://www.adobe.com/go/thirdparty
(or a successor website thereto). The inclusion of these third party notices does not limit Adobe’s obligations to
Customer for Third Party Materials integrated into the On-premise Software.
5. Definitions.
5.1. “On-premise Software” means Adobe ColdFusion which may be identified through an electronic file
designation mechanism made available by Adobe through its Xchange file download server, or through such
other means that Adobe may make available from time to time.
5.2. “Service” means any hosting, on-demand or software application hosting services developed, operated
and maintained by Customer and where, on a remote access basis via computers and/or servers owned and
operated by Customer, End Users can subscribe to hosted functionality offered by Customer under the terms
and conditions as put forth by Customer, which Service will be accessible either through Customer’s website or
another web site or IP address, as determined by Customer.
5.3. “Production Hosting Software” means a version of the On-premise Software licensed by Adobe to
Customer on per End User basis for hosting Services.
5.4. “End User” means a customer of Customer that validly acquires the right, via a binding agreement
with Customer, to access and use Customer’s Service, solely for the End User own purposes, and not for
redistribution or resale.

cemerdem Sep 3, 2019 12:01 PM
I know many of you reading this might think this doesn't apply to you because you are not allowing other
companies use Coldfusion (CF). YOU are the only user of CF and your customers are using your own
application which you use CF to serve over the web. At first, I also thought this was all a misunderstanding.
I requested a meeting with CF Product Manager, Raksh_ith Naresh, hoping he would clarify the situation with
Adobe sales people and explain to them how CF is used in a SaaS environment. But Abhishek from Account
Management jumped on the call and explained their position. Any SaaS company serving other businesses
is in breach of their perpetual license term, specifically 2.6.4 Prohibited Use clause. They are saying SaaS
companies act as a "Service Bureau". Abhishek try to reason with me explaining IF we had on-premise
software and installed our software on each customer site instead of serving it over the web, each customer
would have to buy Adobe CF. Therefore because we are serving our application over the web to multiple
businesses instead of having them install Adobe CF on customer environment, Adobe is losing potential
revenues. Hence the custom special agreement which they can charge whatever they want based on a secret
algorithm they can't share with you.

Dave Watts Sep 5, 2019 7:32 AM in response to cemerdem
Well, that really sucks. I think you will need to make exit plans if they continue pushing this sales package with
you.

Dave Watts Sep 5, 2019 7:39 AM in response to cemerdem
The bit about "on-premise software" actually seems to indicate (mostly) actual CF installations. CF provides an
installer file, and presumably that has some kind of "fingerprint" that identifies it internally as a CF installer file.
The bit about "such other means that Adobe may make available from time to time" is kind of vague, but my
(non-lawyer) reading is that they're still talking about a CF installer file.

Most of the rest of what you have listed looks like it would apply to hosting services that offer CF to their
customers in a shared environment.

Charlie Arehart Sep 5, 2019 9:20 AM in response to Dave Watts
Dave, just to clarify those are all points I have made with Augusoft before they had the call with Adobe, and
even ON the call with Adobe (I was invited to join).

They simply are not hearing any arguments against what they assert. So it is down to what lawyers (or a judge)
would say.

Very sad situation indeed, if it gets more widespread (or really, even for even one who are held in appropriately
to be violating this “term” of the agreement).
/charlie

Steve Sommers Sep 5, 2019 9:38 AM in response to Charlie Arehart
I received an Adobe Sign marketing email right next to this latest forum thread update notification. This
discussion and my experience on our disagreement gives me pause to use any Adobe products. If all Adobe
agreements can be interpreted the same way, why would anyone open themselves up for a EULA violation
liability if they market SaaS solutions?

And Charlie, you are exactly correct when you stated "They simply are not hearing any arguments against what
they assert." That was our take away.

Dave Watts Sep 5, 2019 10:28 AM in response to Charlie Arehart
"They simply are not hearing any arguments against what they assert. So it is down to what lawyers (or a
judge) would say."

PREFACE: I AM NOT A LAWYER

So, two things here. First, if the product manager is ok with this (or doesn't have the pull to argue against it),
then that means Adobe's going to pursue this approach, full stop. I was hoping that somewhere along the
chain, someone would step in and say this was BS. Apparently not.

Second, I suspect this argument isn't designed to be tested in court. It's just a threat from Adobe to the
customer. Adobe has lots of lawyers and can potentially make this an effective threat by making this company's
lawyers respond to nuisance letters, but it would be really hard - in my non-lawyer but "generally informed
consumer" opinion - to show damages for past behavior when they've themselves admitted that the previous
license is vague, and have sent a new license and pushed for it to be signed immediately. Retroactive licensing
is pure BS, and would be laughed out of court. Unfortunately, again, Adobe has lots of lawyers, so they can
make this painful, but dollars to doughnuts this would never see the inside of a courtroom. That said, it does
effectively limit this company's options moving forward. Charlie, I know you've mentioned not using Lucee,
and I honestly don't know how difficult the transition would be, but my - again non-lawyer - advice would be to
start the migration effort today, not sign a dam* thing if possible, and drop Adobe CF at the soonest possible
opportunity. Maybe if enough people do this, it will knock some sense into their salespeople.

brianowd Sep 5, 2019 10:51 AM
We had numerous ColdFusion Enterprise licenses and renewed support on every license every year. I
understand not everyone renewed their support every year.

I may be wrong, and I may catch some slack for this, but my gut tells me that if everyone with perpetual
licenses renewed their support every single year, this thread wouldn't even exist today.

At Hostek, being a server provider and long time backer of ColdFusion, we come across people constantly that
are using older versions of ColdFusion. For example, we had someone contact us yesterday that is moving to
us and they have been using a pre MX 6 version. That was shocking.

Adobe needs to make money. Any of us that are in business can appreciate that. I believe Adobe is trying to
get people to the recurring revenue business model and away from the old buy once and forget it model. This
makes sense to me from a business standpoint. I just think they could have approached the matter better.
We were able to reach an agreement with Adobe that made sense for both parties and allows us to continue
offering ColdFusion Enterprise to our customers for many years to come.

Like many of you, I wish the ColdFusion team at Adobe would respond ASAP to this thread just to remove any
concerns that the ColdFusion users may have.

PAUL VANDERWAAL Sep 5, 2019 11:01 AM in response to brianowd
As the original poster of this thread, I can tell you that we also have several enterprise licenses, and also pay
our annual support every year - so at least in our case, that was not a driving factor.

cemerdem Sep 5, 2019 11:59 AM in response to brianowd
Brianowd, we are not against Adobe making money. We have been paying annual maintenance fees for the
perpetual licenses we own. We are also NOT "offering ColdFusion to our customers" like you do. We use it to
run our own application in our servers and our customers have no access to ColdFusion. They simply use our
application. Adobe's argument is that since our customers are not installing our application in their environment
with a ColdFusion license to run it, Adobe is losing potential revenue. Therefore they come up with an arbitrary
amount after guestimating our revenues. Clearly they didn't think through this because their annual true-up
form is asking how many CF licences we are running. Yet, they say we have unlimited CF license under the
new model (although we only need 3). You'd think if their argument is they are losing potential revenue based
on the number of customers we have, their true-up form would be asking how many customers are using
your application now, right? Also their agreement didn't address hosted licences like AWS or Azure. They
were pushing me to sign the deal even without consulting with a lawyer, contacting me multiple times a day.
Last week, I asked them what happens if we are using AWS and still haven't heard back. I am guessing their
lawyers are scrambling in the back to figure out what to do with their hosting providers.

cemerdem Sep 5, 2019 12:23 PM in response to Charlie Arehart
Charlie, you said that CF team talks about how CF base is growing at their user conference. Now I wonder if
they are calculating our customers as potential CF users. Because the Adobe sales person I'm dealing with
told me he is converting many companies to this special license every week. If that's true, then a company like
us using multiple licenses would go down to 1. Because in their new custom license, they say you can have
unlimited CF installations because we are licensing your application. So we will have only 1 license for our
application. In this scenario, the number of licenses will decrease. But their argument for pushing us to this
custom license is that they are losing potential revenue because our customers don't install our application with
a CF in their own environment. Is it possible that they are counting our customers as CF users? Only in that
case, I can see how they would have very good numbers to show.

ba94876286 Sep 5, 2019 12:37 PM in response to Steve Sommers
pitchforksandtorches @Adobe cfsummit2019
lol!
This is looking more and more plausible. I better get my ticket to the front row.

Dave Watts Sep 5, 2019 1:01 PM in response to cemerdem
Setting aside everything else in your post, CF licensing in AWS is pretty straightforward. Either you purchase
it just like you would for a specific number of on-premise servers and you install CF on that number of EC2
instances, or you purchase specific EC2 instances that have CF pre-installed. There are a couple of vendors
who offer this, and those vendors have worked with Adobe to do this. In that case, you're essentially "renting"
CF, because you're paying an ongoing cost either via on-demand EC2 pricing or reserved instance EC2 pricing
for a one- or three-year period. This is basically how AWS handles Windows EC2 licensing too - Microsoft gets
a cut of the rental price for each deployed instance. To the best of my knowledge, there's no other practical
way to deploy Adobe CF in AWS without using EC2 or Docker containers.

If you wanted to install CF yourself, and wanted to build an auto-scaling pool of instances/containers, you'd
have to pay the production license cost for whatever is the maximum number of instances you deploy. So,
for example, if you had a load balanced pool with a minimum of two instances, and you need to increase that
to three, you'd have to either pay Adobe in advance for the third instance or pay immediately on deployment
of the new instance. So practically speaking you'd have to use the instance rental approach for auto-scaling,
because you wouldn't want to continue paying for the third instance after it's no longer needed (auto-scaling
both increases and decreases your instance pool).

I'm not as familiar with Azure but I don't think anything's really different there - you'd have to have individual
instances on which CF is installed. I don't think there are any companies providing "rental" in Azure but I could
be wrong about that. Azure has some simpler options for .NET application deployment (Azure Web Apps) but I
don't think there's anything like that for CF.

cemerdem Sep 5, 2019 1:17 PM in response to brianowd
Brianowd, I looked at your website, hostek.com, and looks like you provide fully-managed ColdFusion
hosting services. For a hosting provider like Hostek, this custom license makes sense. You get unlimited CF
installations, then true-up how many installations you have annually and they adjust your pricing accordingly.
But they are trying to implement that logic with your SaaS customer who rents a CF hosting service from you to
serve their application. Your SaaS customers don't serve CF like you do. They rent CF from you to serve their
application. When Adobe provides unlimited CF use for a specific SaaS application, how would it work in your
environment?

brianowd Sep 5, 2019 8:32 PM in response to cemerdem
I apologize for the delayed response. I wanted to get clarification directly from Adobe before replying.
With our agreement, Adobe has confirmed that customers can run their SaaS applications on a server hosted
with us.

Note that they said there may be fringe cases but for the vast majority, running the SaaS application with us is
fine. I'm not sure what the perimeters are that make something a fringe case. However, if one of the Adobe
sales guys bothers a customer of ours running their application on our servers, I need to know.

cemerdem Sep 6, 2019 6:33 AM in response to brianowd
Brianowd, thanks for checking on this. We asked the same question about AWS and waiting their revised
contract. Let's see if they are going to make us a "fringe case" for whatever reason. In that case, I think we
should just move our hosting to you.

Not sure if Adobe really thought this through. If they are going to push with their silly argument, it will only
lead companies like us to move to hosting providers like Hostek or AWS instead of buying and maintaining
perpetual licenses.

I bet their lawyers are hard at work trying to figure out a way to extend their argument to the hosting providers
that "they lose potential CF installation revenue from OUR customers because we don't sell OUR application
as an on-premise solution". Probably this whole thing is baked by some sales people as a genius way to
extract additional revenues. And unfortunately their product people are voiceless to put some sense on their
sales people.

Dave Watts Sep 6, 2019 7:41 AM in response to cemerdem
In case you missed it, I described AWS licensing in my previous response. AWS doesn't license CF at all. You
as the AWS customer are responsible for CF licensing in AWS. There's a vendor in the AWS EC2 Marketplace
who does have a custom license with Adobe, but they don't "sell" you CF - they rent you EC2 instances with
CF preinstalled and you have no direct license with CF when you use these EC2 instances. Otherwise, you
have to install CF yourself and you have the same relationship with Adobe that you would with on-premise
licensing.

brianowd Sep 6, 2019 7:42 AM in response to cemerdem
I don't know everyone's individual situation, but if the sales guys are blanketing SaaS applications, it does not
make sense. I know a few details about a couple fringe cases where licensing was being abused. But that
was unrelated to what I would call traditional SaaS applications. Hopefully the sales guys open their eyes
and realize that just because there are a couple bad apples, that doesn't mean you need to go after the whole
basket of apples.

You hit the nail on the head... I know their product people are so frustrated with the sales people.

cemerdem Sep 6, 2019 9:34 AM in response to Dave Watts
Dave, I understand. My point is for EC2 instances with CF preinstalled. So a SaaS company would be
renting CF as part of the hosting service. Like Hostek is providing: https://hostek.com/hosting/coldfusion/vps/
coldfusion-server-hosting.html

Dave Watts Sep 6, 2019 9:38 AM in response to cemerdem
So, for EC2 instances with CF preinstalled, you're not even really renting CF. You're renting instance time from
another company in the EC2 Marketplace (I forget the name of the company, but it doesn't matter). You have
no license relationship with Adobe as a result of doing this, just with the other company. In the same way, you
don't have a license relationship with Microsoft if you use generic Windows instances.

cemerdem Sep 6, 2019 9:42 AM in response to Dave Watts
Yes, and I wonder how Adobe can go after SaaS companies in that scenario with their twisted logic that they
are losing potential revenues because a SaaS application is not installed on-premise.

Dave Watts Sep 6, 2019 9:47 AM in response to cemerdem
They probably couldn't. But they could increase the cost they're charging that third-party company for all their
customers. Right now, you pay more for a rental than an outright CF license purchase over a 2-3 year period
already. It makes sense for most of my customers, for example, to just buy CF licenses and use them directly
instead of using these instances with CF preinstalled. (Note: they're not SaaS installations.)

cemerdem Sep 6, 2019 10:01 AM in response to Dave Watts
I'm guessing the brilliant minds at Adobe are trying to figure this out right now. When we were on the phone
with them, they were very convinced that they are losing potential revenues from their SaaS customers
because the SaaS applications are not installed on-premise with a CF license on each site. So I'm guessing it
is just matter of time before they push all their SaaS customers away from their products.

Charlie Arehart Sep 7, 2019 7:08 PM in response to Dave Watts
I was unable to keep up on the thread Thurs and Fri. I am going to reply to a few notes that mentioned me, or
mentioned something I might have info to help in the considerations.

Dave, you say below, “Charlie, I know you've mentioned not using Lucee, and I honestly don't know how difficult
the transition would be, but my - again non-lawyer - advice would be to start the migration effort today, not sign
a dam* thing if possible, and drop Adobe CF at the soonest possible opportunity.”

I think you’re confusing who said what. It was Cem and Paul who pointed out how they were told
by Adobe that if they tried to go to Lucee, they would be pursued for 10 years back licensing. I
didn’t say anything about “not using Lucee”, other than to acknowledge this threat as a challenge
to folks thinking that was their “out”.

But I’m with you in pretty much all your comments in this and other replies, in finding it shocking what’s being
asserted, and in thinking it is not objectively defensible (though I appreciate some of the later comments from
Brian at Hostek about how this may be part of an economic decision on Adobe’s part to make choices to raise
revenue, even if it loses some clients along the way). I do fear that this approach will cause a lot of negative
PR, and that if they need to raise revenue that they should do it in a more honorable way, and then accept the
consequences.

Sadly, for we who support folks using CF, and try to evangelize or at least objectively defend it, it’s going to get
harder if this “saas” licensing issue is not straightened out.

Charlie Arehart Sep 7, 2019 7:12 PM in response to cemerdem
That is an interesting observation, Cem. I hope it’s not the case (that the “increase in licenses” would be
because of these asserted end user customers of asserted “saas clients” now themselves being counted by
Adobe as “new CF clients”). That would be very sad to hear, if it’s so (because it seems to me as fallacious as
the assertion that the “saas clients” are acting as “service bureaus”.

Charlie Arehart Sep 7, 2019 7:29 PM in response to Dave Watts
Dave, just one point to add about this discussion of AWS that you raise, FWIW. Taking away any AWS-specific
aspect, you mention Docker deployment.

For those who haven’t heard, the Adobe CF Images are handled differently in terms of how many
containers can be implemented per CF license. At least with CF Enterprise (2018 and 2016), one
can use up to 8 containers for a given CF Enterprise license. That’s of some consolation. Sadly,
for Std, it’s 1 license required per container. For more, see: https://coldfusion.adobe.com/2019/03/
coldfusion-licensing-docker-containers/

Since then, there’s been news that things are due to change in CF2020: https://coldfusion.adobe.com/2019/08/
brief-cf2020-offer-still-better-deployment-docker-clo ud/

Dave Watts Sep 8, 2019 7:02 AM in response to Charlie Arehart
This makes sense in the historical context of Standard vs Enterprise deployments. Thanks for the info!

Dave Watts Sep 8, 2019 7:05 AM in response to Charlie Arehart
I'm sorry, I thought I'd seen that in one of your replies. That said, I think it would be really hard for Adobe to
prove past damages for back licensing if you're actually no longer using their product at all. But of course they
could be a hell of a nuisance along the way. Anyone reading this to figure out what to do should check with
their lawyers to see what their state's anti-nuisance laws are, where the license case would actually go to court
if anywhere, etc, etc.

Benjamin Reid Sep 8, 2019 6:37 PM (in response to PAUL VANDERWAAL)
At least in our situation, Adobe is asserting that if you make a B2B application (business-to-business) then you are operating under a SaaS model and therefore subject to the prohibited use clause. To express that differently - if you make a ColdFusion application AND host it on your own server AND charge other businesses/users for access - this meets the SaaS definition according to Adobe.

It seems the only way you would be exempt is if you make a website/application for your own customers - which is a B2C application (business-to-customer) or if all your applications are already hosted on-premise at your customers end.
1 person found this helpful

PAUL VANDERWAAL Sep 9, 2019 6:21 AM (in response to Benjamin Reid)
Benjamin, thanks for passing on your situation. However, I feel I should add that one should probably not use a B2B or B2C analogy because they do not really apply exactly. For example, we meet the description of your second sentence in that we charge other businesses for use of our application, however it is not a B2B application. Our application is used by our customers to offer a B2C application to their customers with no CF access or rights given to our customers. There is no business transacted between us and our business customers in our application. So we have made a B2C application that our customers use to server their customers.

Benjamin Reid Sep 9, 2019 3:59 PM (in response to PAUL VANDERWAAL)
I only used those terms because Adobe used them to us. I would have explained our application in exactly the way you just explained yours. Adobe classified it differently.

Digitoxin Sep 10, 2019 12:36 PM (in response to PAUL VANDERWAAL)
Our company runs ColdFusion Standard licenses on AWS instances which we use to serve up websites we have developed for our clients. We purchase a license for each individual AWS instance we have running. How does this potentially affect us?

Dave Watts Sep 10, 2019 1:41 PM (in response to Digitoxin)
My expectation would be that it will have no effect. You're already effectively buying one license per client, which is what Adobe is trying to get people to do. However, I am not a lawyer and this is not legal advice.

Also, unless there's some isolation you're trying to accomplish by this approach, you could probably save money by using Enterprise and serving multiple clients per web site. Of course, that gets you closer to what Adobe is trying to penalize other people for, so maybe you're better off staying where you are.

Dave Watts, Eidolon LLC

PAUL VANDERWAAL Sep 10, 2019 1:50 PM (in response to Dave Watts)
Digitoxin - I'm not sure if Dave Watts was interpreting your stated environment correctly. If you have one AWS instance per client, each with its own CF license, then yes, I'd guess you are fine. But if you are serving multiple client websites under each CF license/AWS instance, then I think you may need to be concerned.

Digitoxin Sep 10, 2019 2:04 PM (in response to PAUL VANDERWAAL)
This is what I am concerned about. We do have servers where we are hosting multiple sites for multiple clients. Now, we develop and host the websites. The clients themselves do not have access to the source code or have the ability to do development on their own sites.

We have been ColdFusion customers since version 4 and probably earlier. We have purchased countless licenses over the years and where needed, we have clients who have purchased their own licenses for in house servers for their intranet sites that we develop. If we have to, we will switch our servers and code base to Lucee and instruct our clients to do the same.

PAUL VANDERWAAL Sep 10, 2019 2:17 PM (in response to Digitoxin)
Digitoxin - "clients themselves do not have access to the source code or have the ability to do development on their own sites" - same in our case but that didn't matter. Adobe sees it as missing out on selling a license.

"where needed, we have clients who have purchased their own licenses for in house servers for their intranet sites that we develop" - not a problem because each install has its own license.

I'm not giving official policy here mind you - just giving responses based on our interaction with Adobe.

cemerdem Sep 11, 2019 7:43 AM (in response to Digitoxin)
Digitoxin, if you have more than one business customer web site on a CF license, Adobe claims that you are violating the "service bureau arrangement" of their perpetual license, section 2.6.4. It doesn't matter if your customer "doesn't have access to CF source code or have the ability to do development on their own sites". Also it doesn't matter if you are using Standard or Enterprise license. According to Adobe, you have to have one CF license for each business customer web site. Otherwise, they will push you to a custom contract which bypasses their reseller network and the price they quote you seems to be determined based on their estimate of your revenues.

I know it is hard to comprehend this. We had the same reaction so we requested a meeting with the CF Product Manager,  thinking this is one big misunderstanding. He was silent most of the meeting and he got off the phone in the middle of it so clearly he doesn't have much say on this. Someone from Account Management jumped in the call and try to reason with us by saying Adobe is losing potential revenue because if we were to put our customer web sites on-premise, each customer would have to buy a CF license. And our sales person said that he is converting many companies a week to this new custom license. If you haven't heard from them yet, you will.

Oh by the way, if I were you I wouldn't advertise that you have been using CF for so many years. When we mentioned Lucee, they blatantly threatened to sue us for past use if we don't sign their custom contract.

We are still in discussions with them. Will keep you posted.

Dave Watts Sep 11, 2019 7:58 AM (in response to cemerdem)
On a related note, I would recommend using anonymous accounts if you want to comment on this thread with your own configuration, and haven't already been approached by Adobe (unlike cemerdem and a few others, who are already dealing with this on their own). If Adobe doesn't know what you're doing with the licenses, you can continue using them according to the current license agreements you've already accepted, and won't have to worry about Adobe's overzealous sales people. Don't comment publicly, don't fill out any feedback forms about your CF usage for Adobe, etc.

Dave Watts, Eidolon LLC

cemerdem Sep 11, 2019 8:03 AM (in response to Dave Watts)
Yes, I agree with Dave. Do not use your real identity. They will come after you. AND don't fill out any questionnaire coming from Adobe. This whole thing started with a questionnaire they sent us "to save money on our CF licenses".

Elishia Dvorak Sep 11, 2019 2:00 PM (in response to PAUL VANDERWAAL)
We do provide custom agreements, all of which are confidential between the customer and Adobe. All of our Hosting Partners listed here can also provide hosted and/or licensed options for SAAS (Software as a Service) and other use cases: https://www.adobe.com/products/coldfusion-family/hosting-partners.html

We do not intend for any of our customers to have a poor experience. For any customers who have had negative experiences with our sales teams regarding ColdFusion licensing, please contact adobecoldfusion@adobe.com. We would like the opportunity to investigate each case and make things right.

cemerdem Sep 11, 2019 3:04 PM (in response to Elishia Dvorak)
I consider receiving a threat from your sales people a negative experience. First threat came when I mentioned Lucee. Our sales person, Arun, told me that Adobe will sue us for 10 years of back use if we move to a different product. Then I was given a week to sign the contract or else. I requested a phone call which took place on August 29th. I wanted to understand how we violate the license agreement. During that call the Adobe person admitted that it is not clear what "service bureau arrangement" means and he said this issue should be addressed in 2020 license to include SaaS companies. Yet we still got threatened for violating an admittedly vague clause. The next day (Friday, August 30th) we received a revised contract and was asked to sign it the same day. When I asked for time to review the new terms with my lawyer (two new pages were added to the contract), I was told that I need to sign the agreement that day because "these are Standard terms for all our customers". I'm guessing the sales people had to meet their monthly quota. If these people didn't have Adobe email addresses, I'd write them off as offshore scammers. This whole experience has been one big NEGATIVE EXPERIENCE.

And as for the confidentiality of the custom agreements... Yes, you are right. I talked to several companies who use CF and they told me that the only reason we don't see much more online chatter about this topic is because part of the custom agreement Adobe pushes companies to sign prevents them to publicly speak about it.

kkfin Sep 12, 2019 9:04 AM (in response to cemerdem)
It is not nice to hear that if you use ColdFusion in your business you actually violate license terms automatically. If I put it in other way Adobe sells licenses that actually not can be used in business without violating license terms.

Weird Adobe.

ba94876286 Sep 12 11:18 AM
To be clear, you can use CF for your own business. But if you are making money from other businesses using CF, then Adobe claims you act as a ”service bureau” and violate their perpetual license 2.6.4 Prohibited Use clause. And they push you to a custom agreement which bypasses their reseller network and seems to tie the cost to your revenues. Or as they say the cost is determined by a “complex algorithm” they can’t share.

[CemErdem]

UPDATE: When I asked what happens if we are using AWS or other hosting providers like Hostek or Media3, they said they have to look into it. Which tells me that this is still a half-baked idea at Adobe. I see two scenarios:

Scenario 1: They are going to say they are licensing our application and providing unlimited number of CF installations. If we decide to rent CF from a hosting provider, that will be our additional cost. In this scenario, we would be paying for CF twice and never rent CF from a hosting provider. And ultimately CF hosting providers will lose their CF rental business from any company who serves more than one business in a CF (the good old service bureau argument – see above posts).

Scenario 2: They are going to say if we rent CF from a hosting provider, then we don’t need the custom agreement. To avoid the costly custom agreement, we will have to stop buying perpetual licenses and hosting our application in our own data center. Instead we will move to CF rental model from hosting companies. Not sure what the benefit would be for Adobe if they do this. They will lose the perpetual license revenue.

I think someone at Adobe saw a potential additional revenue opportunity by going after their loyal customers who serve more than one business in a CF. But clearly, they didn’t think this through. This is going to be a hot topic at their upcoming user conference.

[pvandermn]

Yesterday I was alerted that someone posted a response, however it never showed up here.  Is Adobe now censoring?

[CemErdem]

UPDATE: When I asked what happens if we are using AWS or other hosting providers like Hostek or Media3, they said they have to look into it. Which tells me that this is still a half-baked idea at Adobe. I see two scenarios:

Scenario 1: They are going to say they are licensing our application and providing unlimited number of CF installations. If we decide to rent CF from a hosting provider, that will be our additional cost. In this scenario, we would be paying for CF twice and never rent CF from a hosting provider. And ultimately CF hosting providers will lose their CF rental business from any company who serves more than one business in a CF (the good old service bureau argument – see above posts).

Scenario 2: They are going to say if we rent CF from a hosting provider, then we don’t need the custom agreement. To avoid the costly custom agreement, we will have to stop buying perpetual licenses and hosting our application in our own data center. Instead we will move to CF rental model from hosting companies. Not sure what the benefit would be for Adobe if they do this. They will lose the perpetual license revenue.

I think someone at Adobe saw a potential additional revenue opportunity by going after their loyal customers who serve more than one business in a CF. But clearly, they didn’t think this through. This is going to be a hot topic at their upcoming user conference.

[pvandermn]

Yesterday we had a call with the Coldfusion Technical Marketing Manager who sincerely apologized for the experience we have had the past several months.  By the end of the conversation, our position that we are not a service bureau and should not be subject to a custom agreement was accepted by Adobe, and we are able to continue to use the perpetual licenses we currently have.  If others experience something similar to what we did, you may contact adobecoldfusion@adobe.com to escalate the issue.