RE: Re Parler

[<adamv0025 () netconsultings com>]

Shut , so the boilerplate termination of agreement for any reason with 30 day notice was indeed part of the contract?
-so they forgot to bump the default up I guess, but anyways wouldn't help them either way.

Was there anything else in the contract that would allow amazon to terminate the contract in less than 30days 
(termination for cause maybe)?
 
(b) Termination for Cause.
(i) material breach remains uncured for a period of 30 days from receipt of notice  -30 days again,...
(ii) By Us. We may also terminate this Agreement immediately upon notice to you 
        (A) for cause if we have the right to suspend under Section 6  <- 6. Temporary Suspension. -I guess that's what 
you was referring to right?
        (B) if our relationship with a third-party partner who provides software or other technology we use to provide 
the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology 
as part of the Services  -this would affect everybody on the platform hard to justify singling out one customer  
        (C) in order to comply with the law or requests of governmental entities. -also not the case right?


Section 6:
6. Temporary Suspension.
6.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings 
immediately upon notice to you if we determine:

(a) your or an End User’s use of the Service Offerings 
        (i) poses a security risk to the Service Offerings or any third party, 
        (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other AWS 
customer, 
        (iii) could subject us, our affiliates, or any third party to liability, or 
        (iv) could be fraudulent;

(b) you are, or any End User is, in breach of this Agreement;

(c) you are in breach of your payment obligations under Section 5; or

(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar 
disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or 
similar proceeding.

So if AWS acted according to section 6 then I guess only point (a) options are remotely plausible, but I guess any of 
the points there would be hard to proof.  
In any case it's a pretty powerful tool to have in a contract this section 6. (especially with subsection (a) which 
seem to provide a lot of options for interpretation and manoeuvring space)


adam

-----Original Message-----
From: Mel Beckman <mel () beckman org> 
Sent: Thursday, January 14, 2021 5:02 PM
To: adamv0025 () netconsultings com
Cc: Keith Medcalf <kmedcalf () dessus com>; nanog () nanog org
Subject: Re: Re Parler

I, however, do know that this is the contract that was in force. Because I read the lawsuit, and the contract, which 
I’ve verified is identical to the one posted online, is included as an exhibit (although the courts managed to get the 
pages out of order).

And yes, Amazon had a duty to provide 30 days notice in advance of termination. Amazon says they are calling this a 
“suspension”, but that’s weaselwording, because they told Parler that they had secured Parler’s data so that Parler 
could “move to another provider.” You would only do that in a termination.

Parler also has an excellent antitrust case, as the idea that three companies would simultaneously pull the plug on 
their services for a single common customer is going to be hard to explain to a judge. 

Right now I think Amazon’s safest escape from this mess is to restore Parlor’s services, and pay them damages. 
Otherwise, why would anyone do business with Amazon if they can pull the rug out with zero advance notice (Parler 
learned of Amazon’s termination from the news, since Amazon gave the media a scoop before notifying its customers).

However you look at this, Amazon’s actions have huge implications for anyone using them for operational networking.

 -mel 

> On Jan 14, 2021, at 7:48 AM, adamv0025 () netconsultings com wrote:
>
> 
> > Medcalf
> > Sent: Thursday, January 14, 2021 1:06 PM
> >
> >
> > > On Thursday, 14 January, 2021 04:53, adamv0025 () netconsultings com wrote:
> > >
> > > https://aws.amazon.com/agreement/
> > > 7.2 Termination.
> > > (a) Termination for Convenience. You may terminate this Agreement 
> > > for any reason by providing us notice and closing your account for 
> > > all Services for which we provide an account closing mechanism. We 
> > > may terminate this Agreement for any reason by providing you at 
> > > least 30 days’ advance notice.
> >
> > How do you know that this is the contract that was in effect?  
> No you're right I don't and neither do you so arguing about whether the Communication Decency Act section 230 was 
> violated is useless without knowing contents of the contract. 
>
>
>
> > > With regards to business continuity,
> >
> > > My experience is that the above is a standard clause in all 
> > > contracts (and 30 days is pretty standard as well),
> >
> > I have never ever seen that in any contract to which I am a party.  
> Well let's just say our experience on the matter differs.
>
>
> > > If say Cisco tells you one day that "in 30days we stop taking your 
> > > support calls cause we don't feel like working with you anymore", 
> > > and you'd be like omg the license on the 32x100G core cards will 
> > > expire in
> > > 2 months and I can't renew cause these guys won't talk to me anymore.
> >
> > So, that is Cisco's problem, not yours.  I would take the position 
> > that if Cisco no longer wants to take money then that is their choice 
> > and it has absolutely zero effect on the validity of the license (in fact, the license is now free).
> Well taking this position is of no real help if the router (or any product) stops working after a period of time 
> (i.e. when licenses expire).
> The only valid question then is whether one can migrate off of the product onto something else in time. 
>
> > Of
> > course, it depends on what the contract says, if it says anything at 
> > all that is relevant.
> And that was the question I was trying to raise, to see whether/how folks usually capture this eventuality in their 
> contracts with vendors. 
>
>
>
> > > Also an interesting business continuity case is when a vendor goes 
> > > under (yes highly unlikely in case of AWS/Juniper/Cisco/etc..), but 
> > > do you have contractual terms governing this case?
> >
> > > What if you're licenses are about to expire say in 2 months and the 
> > > vendor goes under? Even if the product still works can you actually 
> > > legally use it? Do you own it then? Etc..
> >
> > Yes.
> Hmm, that doesn’t feel right, so if it just so happens that while I'm renting a car the rental company goes under I 
> now own the car?
> I mean if a license gives me right to use a product for a period of time and when the license expires, wouldn't my 
> right to use the product expire as well? 
> (i.e. regardless of the fact that I didn't get a chance to renew the license, cause well the entity with which I 
> could do so doesn't exist anymore).
>
> adam