IMA NEWS April 26, 2017

April 26, 2017

Claus-Peter Unterberger (CPU) rejoined IMA as a founder. The invitation was always open for him to rejoin since he made valuable contributions to the project. We welcome him back.

Second, and most importantly, IMA after a day of discussions and input responded to Christophe Ruelle today that hopefully addresses legal issues. It is now up to Mr. Ruelle to make a decision.

The following letter has been sent to Christophe Ruelle today:

With Indiegogo® to return donations sometime Friday 28 April 2017 IMA’s only source of funds to invest into the Ipernity platform, it is imperative that a deal be concluded before this critical date based on the proposal we submitted.

Based on our last discussion on 20 April 2017, with the March Amazon fee of 5,000 Euros having been removed from IMA’s responsibility, we have greater flexibility to make a contribution towards the debts/costs you mention. However, the maximum debt we can pay is 12,100 Euros based on the assumption that April and May AWS charges have been reduced by 1,000 Euros from optimization, the 1,100 Euros saved by not paying Audrey’s salary for the month of April that had been anticipated and the original 4,000 Euro figure offered.

We at IMA believe a 50-50 split is more than generous especially since IMA did not incur these debts/costs. We at IMA are unanimous in our opinion that acceptance of our proposal that allows for reallocation of budgeted funds as stated above cannot be predicated upon further discussions about debts/costs.

When we came together to establish a legally registered user association and raise funds our objective was and remains to save the Ipernity platform with its unique features and user-friendly format. When the crowdfunding campaign was held, the goal was to raise funds to purchase the platform for a symbolic 1 Euro and to pay its operational costs upon transfer of ownership.

Please know, IMA is not in a position to agree to further requests about debts/costs since we did not receive any mandate by the users and the fundraising parties/individuals for any other purposes than the ones we proposed.

Consequently we ask you as majority shareholder and CEO of Ipernity S.A. to accept our proposal without further delays in order to avoid further damage for both Ipernity S.A. as well as the Ipernity community represented by IMA.

While we understand the agreement will as a formality need to be ratified by the administrator, a process that may take four to eight weeks, we ask that you:

1. Accept our proposal through email sealed by two original versions of a “Promesse de vente” or other legal paper that our President, Eric Desjours will sign and retrieve one copy for our records at Côte d'Azur. Mr. Desjours will pay the symbolic 1 Euro takeover fee during this meeting.

2. Transfer the Ipernity platform that includes all essential material that includes but is not limited to:

a. Source code under open source license including all documentation and free of third party rights.

b. Dissemination of passwords/user codes to operate and administer the platform.

c. Compiler and other SW tools required for the maintenance and improvement of the Ipernity platform.

d. Development documentation that may include pseudo code, flow charts, etc. that are necessary for maintenance and further development.

e. Operational procedures.

f. Software code and data backup media (e.g. CDs)

g. Right to use the name “Ipernity” and the current platform logo.

h. Email list / User list / Club Member list.

i. Contact information of all associated vendors (Amazon, Google, etc.) and notification of vendors of change in ownership to facilitate payment of operational expenses.

j. Dissemination of all other related documents and information pertaining to the Ipernity platform.

3. Waive all claims and rights over the platform except for recourse related to IMA’s honoring the terms of the agreement and/or administrator rejection.

4. Upon fulfillment of these terms, additional funds other than the symbolic 1 Euro figure would be authorized to be released as per the agreement to pay for direct operational costs.


Based on opinions from finance and marketing professionals, there is “no business case [one] can make for any company to acquire [the] Ipernity platform… [t]hus an administrator will not have other participants” and will likely approve the agreed upon takeover.

With this agreement, we can instruct Indiegogo® to transfer the crowdfunding money to our bank account so that we can make the symbolic 1 Euro payment and cover the April-May hosting costs as well as up to 12,100 Euros in costs/debts that are not discharged.

Unfortunately if you cannot agree we will reluctantly have to end our efforts since each day of uncertainty reduces platform viability and adds to Ipernity S.A.’s costs/debts. We thank you for all your efforts over the last several months and along with every member hope to receive a favorable response.

--

La traduction en français vient le plus tôt possible.

Übersetzung in Deutsch so bald wie möglich. (LutzP)