Red Hat subscription agreement questions

[Ryan Lynch]

In short:  Does the Red Hat subscription agreement (link below) require a
company to purchase Red Hat Network subscriptions for every single RH system
we have installed, even for machines that do not actually use the Red Hat
Network for updates or any other purpose, and even for machines that are
*never* updated by any means?

 * https://www.redhat.com/licenses/us.html

Before I go any further, I apologize if this list isn't the right place to
ask these kinds of questions.  If there's a more appropriate forum, I would
appreciate a link in the right direction.  For what it's worth, I already
asked Red Hat's technical support and sales departments, but there is some
question about their answers (see below).  RH's sales and tech support reps
gave me a few email addresses to query for further details, but I haven't
received any reply, so far.

Consider a hypothetical company that buys a boxed retail copy of RHEL 5 and
uses the boxed media to install Red Hat EL on 100 servers.  The company does
not want to apply any updates, nor does it want to receive tech support, so
it declines to purchase any RHN subscriptions.  None of those 100 servers
ever receive RHN updates, ever again.  Is this company subject to the Red
Hat subscription agreement (linked above)?  Are this company's actions
legally acceptable, or does the company have an obligation to purchase 100
subscriptions from Red Hat?

I'll note two points, here:  First, the boxed RHEL 5 copy has a 'shrinkwrap'
license sticker that requires acceptance of the subscription agreement as a
condition of purchase.  Second, the subscription agreement seems to require
that the company purchase a subscription for every RH system it *uses* (see
section 5.1 "Reporting"), regardless if how many systems are actually
subscribed to RHN or receiving RHN updates (directly or via a mirror).  If I
am correct on both of these two points, it seems like the hypothetical
company described above is legally obligated to purchase 100 RHN
subscriptions that it will never actually use.

Within my organization, there is some disagreement over how the subscription
agreement works.  The disputed issues seem to boil down to:

    1)  Does Red Hat's subscription agreement apply to any system that has
been installed from the RH ISOs?  We can only obtain those ISOs via RHN or a
boxed retail copy, and both routes require us to accept the RHN subscriber
agreement, so I believe the answer is "yes".

    2)  Does our acceptance of Red Hat's subscription agreement obligate us
to purchase subscriptions for machines that do not actually subscribe to
RHN?  Even if we don't want any updates or support services, through any
mechanism whatsoever (e. g., Satellite, Cobbler, Mrepo, etc.), I believe the
answer is, again, "yes".

    3)  Is the RHN subscription agreement legally enforceable, given clause
6 of the GPL:  "You may not impose any further restrictions on the
recipients' exercise of the rights granted herein."  Does the GPL forbid Red
Hat from imposing or enforcing the subscription agreement?  Given clause 0,
I believe the answer is, for the third time, "yes":  "Activities other than
copying, distribution, or modification are not covered by this License; they
are outside its scope.  The act of running the Program is not restricted."

In case issue #3 isn't clear, I have heard several people make the argument
that because RHEL 5 is distributed under the GPL, Red Hat cannot impose an
additional restriction on our company, via the subscription agreement, that
requires us to purchase subscriptions for every RH machine that our company
operates?

As I mentioned above, I did contact RH's support and sales departments, and
I spoke with a rep from each.  Both reps told me that the subscription
agreement is legally enforceable (even given the GPL) and that it requires
us to purchase subscriptions for every one of our RH systems (even those not
receiving updates).  Several people won't accept these answers, though--they
insist that the RH reps are wrong, or have been misled by their managers
about the GPL, or that I simply didn't explain myself clearly enough on the
phone.  (I have no idea why there is so much resistance to this
concept--it's pretty striking.)

Thanks in advance for your thoughts on this matter, and for helping us
settle the issue--it's been a pretty heated debate, so far.

Ryan B. Lynch
ryan.b.lynch at gmail.com