Group: Ipernity Members Association Project
26 April 2017: Acceptance!
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Based on a Skype® call today with Christophe, there is reason for optimism. The Ipernity platform appears to remain viable with the new reality – decline in memberships since January and existing direct expenses, some of which can be reduced resulting in up to 5000 Euros of savings per year. We are awaiting further information.
It is anticipated IMA will receive firm numbers and copies of invoices regarding revenues, expenses and actual membership figures by the end of the week that hopefully confirms site viability.
Other topics such as contractual obligations (negligible aside from Amazon Cloud), network configuration and transfer logistics were also discussed. Also please be sure if IMA takes over the platform, all features including compatibility with mobile apps will remain.
Please know we do not take your donations and the responsibility thrust upon us lightly. If the site is viable with a bright long-term future we will enter into agreement with Ipernity S.A. early next week. If it is not viable or the long-term future remains uncertain, we will end the effort and return the donations. Disappointment alone is better than disappointment and loss of money.
If we enter into agreement to takeover the platform, please know the original 100K Euro revenue-sharing figure based on certain outcomes has been removed. This is a win for everyone here since it will allow this excess revenue to be invested into the site and give IMA flexibility to consider a reduction in membership dues.
Finality is near. A final Skype® call will be held early next week to conclude a deal one way or the other. We ask for a few more days of your patience even though the uncertainty has been very difficult and challenging. Most importantly, thank you for placing your trust in us to do the right thing with your words of encouragement, prayers and contributions.
It is anticipated IMA will receive firm numbers and copies of invoices regarding revenues, expenses and actual membership figures by the end of the week that hopefully confirms site viability.
Other topics such as contractual obligations (negligible aside from Amazon Cloud), network configuration and transfer logistics were also discussed. Also please be sure if IMA takes over the platform, all features including compatibility with mobile apps will remain.
Please know we do not take your donations and the responsibility thrust upon us lightly. If the site is viable with a bright long-term future we will enter into agreement with Ipernity S.A. early next week. If it is not viable or the long-term future remains uncertain, we will end the effort and return the donations. Disappointment alone is better than disappointment and loss of money.
If we enter into agreement to takeover the platform, please know the original 100K Euro revenue-sharing figure based on certain outcomes has been removed. This is a win for everyone here since it will allow this excess revenue to be invested into the site and give IMA flexibility to consider a reduction in membership dues.
Finality is near. A final Skype® call will be held early next week to conclude a deal one way or the other. We ask for a few more days of your patience even though the uncertainty has been very difficult and challenging. Most importantly, thank you for placing your trust in us to do the right thing with your words of encouragement, prayers and contributions.
This discussion has been closed by William Sutherland.
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William Sutherland clubAt the same time differences of opinion and approach remain between Ipernity S.A. and IMA. Until these differences are resolved, money will not been transferred from Indiegogo to IMA's bank account to protect membership interests.
We hope Ipernity S.A. announces acceptance of the proposal on Monday, April 17th since current realities demand that IMA's proposal remain unchanged and the platform and Ipernity S.A. continues to lose money with no agreement in place and continued uncertainty. IMA cannot pay for the March and April expenses without an agreement since then we would lose our leverage to refund members their donations.
Still, despite the differences, there is reason for hope. Optimization of AWS will lay the foundation for a stronger future, steps that would never have been taken if the platform did not have potential for survival per Christophe Ruelle, and the fact he considers a successful takeover by IMA 99% likely. Stay tuned for a possible announcement on Monday.
Gleichzeitig gibt es nach wie vor Meinungsverschiedenheiten zwischen S.A. und IMA. Bevor diese Differenzen nicht geklärt sind, werden keine Mittel von Indiegogo auf IMAs Konto überwiesen um die Interessen der Spender / Mitglieder zu schützen.
Wir hoffen, dass Ipernity S.A. unser Angebot bis Montag den 17. April akzeptiert weil auf der einen Seite unser Angebot sich nicht ändern wird, auf der anderen Seite aber S.A. ohne verbindliche Vereinbarung weiter Verluste macht und die gegenwärtige Unsicherheit bleibt. IMA wird nicht für die aufgelaufenen Kosten für März und April zahlen solange es keine verbindliche Vereinbarung gibt, weil IMA sonst die Möglichkeit verliert, den Spendern ihr Geld zurück zu erstatten.
Trotz der gegenwärtigen Differenzen gibt es Anlass zur Hoffnung. Die Optimierung des AWS wird die Grundlage für eine stärkere Zukunft sein, Schritte die niemals unternommen worden wären wenn nach Ansicht von Chrisophe Ruelle die Plattform nicht das Potenzial zum Überleben hätte als auch die Tatsache, dass er von einer Erfolgswahrscheinlichkeit der Übernahme durch IMA von 99% ausgeht.
Bleibt dran für eine neue Mitteilung am Montag.
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Sinngemäße Übersetzung durch LutzP (und, ja, es werden noch Tippfehler drin sein und vielleicht fehlt auch irgendwo ein Komma)
William Sutherland clubToday, 19 April 2017 IMA received notification that Christophe, the President and CEO of Ipernity S.A. has accepted IMA's proposal. I am hoping a Skype call can be held tomorrow to work out the logistics of the transfer.
As a result, Indiegogo will be permitted to transfer funds to IMA's account sometime early next week following the results of the Skype call.
Ipernity S.A. will make an announcement most likely sometime tomorrow to confirm the agreement.
William Sutherland club22 April 2017: Three days ago Christophe, President and CEO of Ipernity S.A. sent notification that he accepted IMA's proposal and stated readiness to give IMA access codes to the team account, support tools, and moderation tools as well as posting an announcement of his acceptance.
By the next day, he had changed his mind. I was hoping Christophe would have reconsidered by now so I could avoid making this announcement. Since he has not, I think people should be informed.
Having said that, I am still hoping Christophe will reconsider after the weekend since he really has two choices -- receive some compensation for recent hosting expenses and our agreed upon share of legal expenses (4,000 Euros) as mentioned in the proposal or to receive nothing.
Even though it looks bleaker, often it is darkest before the end of the storm. Therefore I urge everyone to remain here at Ipernity since there is always hope as long as the site remains online and because people have nothing to lose by staying around.
Thank you for your continued patience and support of this site.
p.s. To protect everyone, Indiegogo will not be permitted to transfer funds to IMA's account so that refunds can be facilitated if they should be needed.
William Sutherland clubFirst, 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 this morning that hopefully addresses legal issues. It is now up to Mr. Ruelle to make a decision.
To be fully transparent and so everyone knows where we stand, I include our response below:
Hello Christophe,
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.
Best regards,
William