Senator Seeks Answers from Facebook on Political Censoring Allegations - <AUTHOR> http://www.commerce.senate.gov/public/index.cfm/2016/5/thune-seeks-answers-from-facebook-on-political-manipulation-allegations <comment><USER2> There's no legal precedent here. Tech can go like Hollywood and push whatever political agenda they want.

That being said, this is the type of thing that makes 1984 look a lot less like fiction. How many 13-18 year olds, who don't watch TV, are instead experiencing intense indoctrination controlled by Facebook? No matter your political leanings you must find this troublesome.

I remember when I was 18 I went to college, started working, started paying taxes, and stopped watching TV. Suddenly I had space to question my political views, which I realized on the whole had been implanted by the media. Facebook could be even worse - how many people actually get away from their influence?

<comment><USER3>
      intense indoctrination

Where you seeing that? And if filtering a few news stories on a social networking site is 'intense', then what are those private companies writing specifically tilted views of history for school textbooks in Texas doing?

<comment><USER4> well, that's only mild indoctrination.

intense indoctrination requires that it be done through the internet, via an optional social media service.

<comment><USER5> _> via an optional social media service._

Owning a car is 'optional' in the same sense. In that in many places in the U.S it _isn 't_ optional, unless you're self-employed. Otherwise, you're going to be _unemployed_. There is a large trade off for making the choice.

Any people who willingly opt out of social media ( _especially_ Facebook) risk alienating themselves from friends and family entirely. Seen as "weird" for opting out of having a FB/refusing to use it entirely. Even weirder if you cite "privacy concerns" as your reasoning for not having it.

There is far too much social pressure for most people to put up with not having one. Unless they already lead healthy social lives or are socially reclusive enough that social pressure is lost entirely on them.

Source: Living life without Facebook

<comment><USER6> Yes, at your age it is isolating to avoid Facebook; yet 13-18 year olds are already predominantly using other social networks already. Snapchat, Twitter, and Instagram are dominating this segment [1]. I don't fear for the children in this case.

[1] [http://blogs.wsj.com/digits/2015/10/16/survey-finds-teens- pr...](http://blogs.wsj.com/digits/2015/10/16/survey-finds-teens-prefer- instagram-snapchat-among-social-networks/)

<comment><USER5> When I was in that age bracket it was not having a Myspace that was socially isolating. A few years ago (I'd estimate 2009 to early 2013) it was Facebook within the later half. Having just clicked the WSJ link. The graph shows "Fall 2012" is the fall off of Facebook which lines up with my memory.

Either way, my broader point was "social media being 'optional' doesn't really mean it is 'optional'". You can opt out - but there is a tradeoff that not everyone is willing to make.

As for indoctrination - I'm far more concerned with 18-25 year olds who have the ability to vote being indoctrinated into a certain mindset than 13-17 year olds. (E: You know what, on a second visit to my post both are equally bad as the 13-17 will be able to vote "soon" too.)

ps: Twitter has a similar issue. They suppress and attempt to censor trending hashtags (preventing them from autocompleting) that go against their political standings.

</comment></comment></comment></comment></comment></comment><comment><USER7> Facebook already responded:

[https://www.facebook.com/tstocky/posts/10100853082337958?pnr...](https://www.facebook.com/tstocky/posts/10100853082337958?pnref=story)

TL;DR: We don't manipulate the feed and we're pretty sure none of our contractors have, and we've checked before, but we'll check again.

<comment><USER8> Their use of contractors is subtle. I'm sure employees manipulated the feed. The research they did in 2012 with Cornell had Facebook directly manipulating feeds to illicit emotional outcomes and they measured how those emotions propagated out to the rest of the subject's network.

Again, the question is not if but, how much they manipulate. Calling it an "Algorithm" that is staffed by "Quality Editors" who can group tags and things together to make trending topics bigger is just a defense mechanism. Facebook can say or make anything they want to appear or disappear in your feed.

<comment><USER9> No. That does not happen. I worked on it. If you read all the articles, all of them tell the exact same story. Trends are detected, and then approved to go into a candidate set to be algorithmically ranked for each person. As part of approval, the curators write the headline, snippet, and choose the top article on the results page according to a standard that insists on an unbiased widely recognized news source. The accusation of bias boils down to, "I wanted to link to Breitbart, but that's not unbiased source, so I had to link to the AP." Well call the whambulance! You can't link to alternet either.

<comment><USER10> > the curators write the headline, snippet, and choose the top article on the > results page according to a standard that insists on an unbiased widely > recognized news source

An unbiased news source does not exist. The very fact that 'newsworthiness' is subjective should be tipping you off.

<comment><USER9> If you think topics such as #PoemYourLife and #1LineWed are newsworthy, you're welcome to it.

<comment><USER10> It's more that a source like the NYTimes has biases of its own, that you seem to think doesn't count as 'actual' bias.

</comment></comment></comment></comment></comment></comment><comment><USER11> With the elimination of the Fairness Doctrine how can Facebook be held accountable for anything? I'm not defending Facebook's alleged actions, I'm asking how could those alleged actions be in violation of federal law?

<comment><USER12> Also, has this senator asked the same of CNN/MSNBC/Fox/etc?

<comment><AUTHOR> The expectation of FB is very different. A normal user would assume that the ranking is based on a news link popularity: sharing, clicks or some other user metric.

<comment><USER13> Most Fox news viewers fervently believe Fox news is fair and balanced. FYI. AFAIK, masquerading as bias-less is not illegal.

<comment><USER14> Both lying and obfuscation are completely legal.

[https://en.wikipedia.org/wiki/Jane_Akre#Whistleblower_lawsui...](https://en.wikipedia.org/wiki/Jane_Akre#Whistleblower_lawsuit)

This article helped me to better understand some of what's going on:

 _" Agnotology ... is the study of culturally induced ignorance or doubt..."_

[https://en.wikipedia.org/wiki/Agnotology](https://en.wikipedia.org/wiki/Agnotology)

</comment></comment></comment></comment></comment><comment><USER15> Facebook can do whatever it wants to. Maybe most people on facebook have liberal views and they're showing people what they are more likely to want to read?

I don't agree with Facebook's actions in intentionally creating bias, but bias is essentially a constitutionally protected right via free speech. I don't have to agree with them for them to have a right to do it.

<comment><USER16> _> Maybe most people on facebook have liberal views and they're showing people what they are more likely to want to read? _

Trending happens regardless of political view. If they're manually suppressing views which don't align with FB management then users should be made aware of this.

<comment><USER17> Why should users be made aware of it?

<comment><USER16> Because Facebook presents itself to users as a way _to share and express what matters to them_. Not as a way _to share and express what matters to them so long as it agrees with Facebook 's censors._

<comment><USER18> Are they being prevented from sharing or expressing what matters to them in any way? Because Facebook isn't amplifying their preferred sources via the trending section?

<comment><USER16> Yes, according to the allegations implied in the letter. If Facebook penalizes topics which don't agree with Facebook's bias - that certainly would be preventing some of their users from expressing what matters to them. I don't follow your second question about amplifying.

<comment><USER18> Basically, people are still free to post whatever they want and their friends and families will still see it -- they were just restricting their "Trending" section to non-conservative news sources. So their freedom of expression was upheld but FB just wouldn't amplify certain sources.

</comment></comment></comment></comment></comment></comment></comment><comment><USER19> There's no specific law or regulation referenced in the complaint. This is just grandstanding. Facebook PR flaks will gladly reply with a generic corporate non-answer and that will be the end of it.

</comment><comment><USER20> For those not aware, Senators send letters to companies on a pretty regular basis. It does not carry the weight of law, just the PR pressure of having a Senator publicly questioning you. Companies usually take it seriously and respond in some fashion.

More examples in an earlier comment:

[https://news.ycombinator.com/item?id=8634332](https://news.ycombinator.com/item?id=8634332)

<comment><USER21> So how is this different from a shakedown? Get your PACs to fund me or I'll make things uncomfortable...

<comment><USER20> Well I don't think any of those letters mention PACs or campaign contributions at all.

</comment></comment></comment><comment><USER22> There is nothing that the government can do to influence Facebook's news- ranking algorithm (even if it is a human editorial process), just like there is nothing it can do to influence Google's PageRank or CNN's coverage of trivial and inconsequential events. Sending a letter accusing Facebook of liberal bias is like accusing Fox News of conservative bias. It accomplishes nothing, since any organization can easily justify its actions as free speech.

</comment><comment><USER23> This senator may slowly be realizing how dangerous mass privatization is. Facebook might look like a public gathering place, but it is not. It is a corporate and private space, and rights such as free speech do not apply in a private and corporate space. Too bad for senator Thune that a corporation is using its power against political views he likes. The sword of privatization and its erosion of public spaces where free speech is preserved cuts both ways.

</comment><comment><USER16> I wonder if there is any truth to the story about Zuckerberg telling Merkel that Facebook would censor anti-immigration posts in Germany.

[http://www.bloomberg.com/news/articles/2015-09-26/merkel- con...](http://www.bloomberg.com/news/articles/2015-09-26/merkel-confronts- facebook-s-zuckerberg-over-policing-hate-posts)

<comment><USER24> Relevant: [https://www.facebook.com/sheryl/posts/10156387360185177](https://www.facebook.com/sheryl/posts/10156387360185177)

<comment><USER16> Thanks. That answers my question.

</comment></comment></comment><comment><USER25> I find always surprising that people and now politicians expect Facebook to act like a public service and not like the private company it is.

Facebook answers to its interests as a company.

Since when are not newspapers curated, and leaning left or right? Did someone go ask Fox News to explain manipulation to the Senate? Facebook may make decisions that cost its credibility, but it's in its own right as a private company to select the content they provide, just as it can skew your timelines or suck every piece of data from your browsing habits and resell it to advertisers ( you accepted their terms after all)

Facebook is not a public service nor an NGO nor a bunch of nuns doing charity work.

</comment><comment><USER26> How would this be different from the way Google's algorithm ranks news stories or for that matter how the New York Times editors choose their stories? Perhaps some transparency form FB on how they rank content would be useful. Might also be nice to have a setting in FB for this sort of filtering.

</comment><comment><USER27> Here's an interesting experiment concerning Facebook censoring certain types of 'hate', while leaving others alone:

[https://www.youtube.com/watch?v=i3KfQoFHEDs](https://www.youtube.com/watch?v=i3KfQoFHEDs)

facit: two pages were opened on the same date, one inciting to violence against 'jews' (the page was called 'Stop Israelis' but the message seems clear), the other doing the same against 'palestinians'. After posting more and more - and stronger and stronger - messages to both pages the makers reported both pages to Facebook. Result? The page inciting to violence against 'palestinians' was closed the same day, with an explanation from Facebook that said page was 'found to be in violation of their community standards'. The other page, which was identical in most parts except for the fact that it was 'jews' which were targeted was not closed, with Facebook answering that 'it was not found to violate any of their standards'.

When this brew up a bit of a storm on the 'net Facebook eventually rescinded and closed the page, explaining it away as 'an error'.

What I suspect is that there is a large peer pressure inside the Facebook censor team to align to a certain - and probably narrow - spectrum of acceptable views, one which traditionally is called 'left-wing' or 'liberal' even though both names don't seem to fit the ideas being espoused. Living in Sweden I've seen the same concept at work in the traditional media, this has gotten so strong that the word for it in Swedish - åsiktskorridor (literally 'view corridor', roughly 'acceptable views') - has become a mainstream word. This has lead to an explosion in the number of 'alternative' media channels as well as a record low level of trust in the 'traditional' media.

In other words, Facebook would do well to study the Swedish situation and learn from the mistakes made here if they don't want to end up in the same situation: mistrusted, deemed unreliable and outdated.

</comment><comment><USER28> I'm looking forward to the senator's inquiry into Fox News.

"Congress shall make no law"

</comment><comment><USER29> Seems like every government agency from city/state to federal is using twitter and facebook to communicate to people. Facebook is monopoly in some areas. To block/censor groups and people on any grounds other than criminal for a personal agenda, is really causing a mix of issues.

</comment><comment><USER30> story blocked "Access Denied: You don't have permission to access "serve-403-cf.www.senate.gov/public/index.cfm/2016/5/thune-seeks-answers-from- facebook-on-political-manipulation-allegations" on this server."

Any alternatives to FB out there worth using? There are 6 mentioned in this comment: [https://news.ycombinator.com/item?id=10701871](https://news.ycombinator.com/item?id=10701871) and I've also heard of unseen.is as a messaging platform from Iceland.

</comment><comment><USER31> It's amazing how far (so far unfounded) allegations by "unnamed sources" go these days. It's not like "former employees" ever have a desire to bad-mouth their former employer, especially if they were social conservatives in the San Francisco Bay Area.

We have become a nation that is willing to believe anything that agrees with our confirmation bias, including outlandish and far-reaching conspiracy theories.

Facebook has publicly stated they have done psychological A/B testing, so I suppose they opened themselves up to this line of accusation.

<comment><USER32> Politicians don't need to believe something to cynically exploit it.

</comment></comment><comment><USER33> I'm confused. Are corporations only entitled to 2nd amendment protection when we're conflating money with speech or does it also count when it's actually speech?

<comment><USER34> >Are corporations only entitled to 2nd amendment protection

Corporations are entitled to keep and bear arms?!

<comment><USER33> Only as part of an organized millitia.

</comment></comment></comment><comment><USER35> I know that facebook censored/prevented me from posting "I bet this woman was not a terrorist." when this occurred: [http://www.nbcnews.com/news/other/woman-shot-killed- capitol-...](http://www.nbcnews.com/news/other/woman-shot-killed-capitol- police-after-chaotic-chase-white-house-f8C11331203)

</comment><comment><USER36> Is there a specific reason why Senator Thune is going after Facebook for this alleged bias? Why does there seem to be a separate standard of bias for Facebook vs. CNN/MSNBC/Fox/etc? I'm not making a point with these questions, I'm genuinely curious if there is something else going on under the hood that I'm unaware of.

</comment><comment> awinter-py using the media to influence elections is what the media is for. That said, two potential mines in this minefield can explode with some force:

1\. are there contractual obligations to republican orgs that purchased ad space on FB that are breached if FB has a systematic internal bias against their political position. I.e. can every conservative org band together in a class action? They might not win but they have the political clout to run a very damaging discovery process.

2\. using information to influence financial markets and benefiting from it is very illegal and people go down for it all the time. If some third party made a successful trading business using facebook information, I'm sure there's someone at the DOJ who can turn that into a conspiracy to defraud markets case.

</comment><comment><USER37> Is there a way to place a bet on the sentiment analysis rating of HN in the event of Facebook being caught pushing Hilary to trending instead Sanders and/or preventing Sanders from trending?

My gamble is that it would be the complete opposite of how this thread is evolving.

</comment><comment><USER38> Zzzzzzzzz. Where were these guys on Fox News? Or the last 8 years?

Please.

</comment><comment><USER8> It should be relatively easy to detect bias if Facebook is open with their algorithm.

Facebook has conducted research on how even small changes to the overall system can materially affect the mood and how that mood was contagious to a given subject's social network. ("Experimental Evidence of Massive-Scale Emotional Contagion through Social Networks")

The public was disturbed. The university partner in all of this had put out a press-release saying that it passed their ethics board only because the University researchers themselves weren't doing it directly but, merely helped design the experiment.

This says that Facebook has people on staff that have been conducting this sort of thing at scale since 2012. They have no one to answer to. They have everything to gain. If they stay secret, they have nothing to lose.

An individual has no way to detect this because like the proverbial frog in lukewarm water slowly brought to a boil, the filtering on our social network never was so alarming that we jumped out en-masse.

Now Zuckerberg and company could be listening in and manipulating the social discourse of almost all of the free world. We wouldn't know.

People highly suspect that Twitter has a leftist agenda with pushing certain speech and suppressing other speech. Even if you completely agree with Twitter or Facebook's political stance, it should disturb you.

It's like getting on a soapbox in the town square and the air only carrying certain ideas to the town people's ears and refusing to vibrate for others but, you hear all of them just as loud. Over time you'd think that people just aren't responsive to your ideas, get down off your soap box and go home, thinking that democracy was done and that people just didn't like your ideas.

So, Facebook has the means, has the technology, has the research to know how effective it is, has had practice in (publicly) as far back as 2012.

The question isn't if they are going to manipulate the 2016 election, the question is how and to what degree. Even if they deny it, there's really no outside body to know at this point without any inside information.

Granted, Google also has this power to a certain degree and bears responsibility for demonstrating that they aren't manipulating politics. Google has more transparency and their products are to the end of being the library of the world.

Facebook manipulates the messages sent between friends and family. They step into trust relationships. There is a world of difference between the politics of a site on the internet as a search result and an impassioned plea by one of my friends or a family member. The idea that Facebook would suppress those ideas from me is the most disgusting, despicable and detestable thing I can think of. I hold Facebook to a much, much higher standard than Google. Their transparency is much, much poorer.

Ultimately, Google indexes the open internet and I can test their results against other search engines and research projects. Facebook owns both the network and messages. It is impossible for an outside party to verify anything that Facebook says about this at this point. We know that what they do can be significant; that they have researched how effective it can be since 2012.

I don't think it's overly cautious nor paranoid to ask them for transparency on this.

</comment><comment><USER39> Twitter is actually being censored and no one cares about that?

</comment><comment><USER40> This was high time coming.

Few more sessions with senates, parliaments and assemblies of the world, and Zuck will be off to go cure a African disease or something appointing a yes woman like Sundar Pichai to clean up the mess.

And thats whats wrong with Silicon Valley.

</comment><comment><USER41> What's probably happened is "conservative views" are hate screeds. They're racist, they're sexist, they're homophobic or transphobic, they're advocating violence. And so they've been blocked.

<comment><USER42> I don't think so. When I've seen conservative news being shared and bouncing around to the point that it should be trending it's usually fairly benign things like Clinton scandal pot stirring.

Try reporting something like a page post from Franklin Graham pointedly referring to Caitlyn Jenner as "he" with associated condemnation (and associated comments advocating violence) and watch it get bounced back as "not violating community standards".

Seems like backwards priorities to me. Anyway, if you are trying to steer discourse it's more subtle to suppress featured items than it is to ban figures beloved by certain segments of the country. Also less risk of offending people away from FB and risking ad revenue.</comment></comment>


Preparing for nonvolatile RAM - <AUTHOR> http://lwn.net/SubscriberLink/498283/0470778058f0ed2c/ <comment><USER2> Crazy futurist rant...

Traditional operating systems such as Linux and windows are 100% dead when non volatile memory comes along in force. Paradigm shift time.

There is pretty much no reason to use any filesystem APIs or filesystem any more. You just keep your data in the process address space - its just not going to go anywhere. Just make a data segment persistent across processes and you can survive restarts. If you backup, you can just dump the address space. Screw hard disks as well. i imagine some form of rpc will be in place between processes so they can talk to each other and that is it. Lots of small redis instances would be a similar concept.

Imagine an mp3 server process which can provide persistence in the heap, metadata and decoding services and you're there.

it'll be like a small internet inside your machine.

Lisp would fit nicely in this world. Imagine A persistent root environment. load a defun once and it's forever. Teracotta do something similar with java.

Then again I could just be insane.

<comment><USER3> I'll buy the crazy part. The "100% dead" bit loses me right off the bat. Surely there will be space for hardware abstraction, process models, memory protection mechanisms, networking, etc... in your futurist OS. And, amusingly, that code is already there in the OSes of today! Storage management is merely a big subsystem.

And as for dropping "files", I think that's missing the point. Files are just pickled streams, and there will always be stream metaphors in computing. How else do you represent "inputs" to your program (which, remember, still has to run "from scratch" most of the time, if only on test sets)?

I guess I see this as a much narrower optimization. A computer built out of perfectly transparent NVRAM storage is merely one with zero-time suspend/restore and zero suspended power draw. That doesn't sound so paradigm breaking to me, though it sure would be nice to have.

<comment><USER4> I think you're assuming a level of opacity to the OS that is true theoretically, but not realistically. Conceptually we can treat the computer as a black box which does the same thing, eventually, whether it's using cache, RAM, HDD, or the network, but realistically the limitations leak out all over the place and are embedded all over user-facing workflows in the form of opening, saving, uploading, and such things. They may always be happening in _some_ sense, but there is no intrinsic need to involve the user in them.

Assuming that NVRAM becomes dense enough to replace storage in practice -- which is a big assumption, but it's happened to tape and is happening to hard drives right now -- concepts like launching a program, opening and closing a file, even _booting_ will become mostly academic. Certainly they'll be of no crucial interest to users, to whom the distinction between what something _is_ and what it _does_ has never made that much sense.

Sure you _could_ apply all the same abstractions over the top, but if you were designing your OS from a blank slate, why on Earth would you? And it will only be a matter of time before one of those blank-slate OSes is compellingly superior enough to the old-school paradigm, and users will start switching en masse.

<comment><USER3> Fine fine. Let's just say that the last "blank-slate" OS to acheive commercial success did so, what, 35 years ago? If I'm assuming too much transparency in the NVRAM technology (and honestly, I don't think I am -- DRAM is hardly transparent already, c.f. three levels of cache on the die of modern CPUs), then you're assuming far more agility in the OS choice than is realistic in the market.

<comment><USER5> I think that OS choice agility is increasing rapidly. Consider the number of people whose primary computers are mobile phones (replaced every 1 to 3 years) and whose secondary computers are glorified web browsers. This is rapidly becoming true for businesses as well, as they adopt more web-based tools.

<comment><USER3> All mobile phone OSes are still based on a filesystem. If you want to claim that the _user's_ perspective of the computer is going to move away from a "file", then I agree. If you think the underlying software is going to do so simply because it got no-power-to-maintain memory, I think you're crazy.

<comment><USER5> Straw man. I said nothing of my opinion on non-volatile memory. I was only pointing out that more and more users are less and less tied to any particular operating system.

<comment><USER3> Uh... the whole subthread was _about_ NVRAM and the likelihood of it replacing the filesystem with different storage models. You'll have to forgive me for inferring an opinion about _the subject we were discussing_ ; I just don't see how that can be a straw man. It's just what happens when you inject a non sequitur into an existing discussion.

<comment><USER5> Not a non sequitur at all. You wrote "you're assuming far more agility in the OS choice than is realistic in the market" which was a point to support your case about NVRAM. I was merely stating that point was weak because, realistically, the agility in OS choice is increasing within the market.

I actually wrote in defense of the traditional filesystem model in another post on this thread. Just because I don't agree with your reasoning doesn't mean I don't agree with your conclusion.

</comment></comment></comment></comment></comment></comment></comment></comment></comment><comment> guard-of-terra What you really need is stick a virtual memory manager on top of NVM instead of RAM. In this case NVM works like disk and RAM as the same time. In your file system you just have a /ram file which is used as system memory.

Then, fun things start to happen: You no longer need disk buffers, since your RAM is your disk. And mmap()ing no longer consumes "RAM" because you just map a part of your file to whatever virtual address you want. You need no swap. You never have to swap in or out. You never have to sync your disks or observe buffer dirtiness (if only on CPU cache level) because your buffer is a part of your file - once you write to it the file is already updated.

Of course, software will have to adapt: prefer mmap()ing file to read()ing one; use persistent memory structures. The goal is to minimize copy-on-write by either read-only access or safe in place data transformation.

<comment><USER6> While I look forward to that future, realistically nvm ram is going to be at least as pricey as ssds or volatile ram, which means that a more likely in between approach that tries To minimize the amortized io between fast nvm (our ram replacement) and cheap and relatively slow nvm (hd or ssd).

<comment> guard-of-terra If it would cost as SSDs do, it's pretty simple then: you mount NVM as /, and /var & /srv are still on disk. All your programs lose start-up time and most of swapping.

If it would cost more, you can use it as a persistent block cache (that survives reboot), but it doesn't make much economic sense since nobody is willing to pay money for just faster start-up and warm-up after reboot. If you have 8G of NVM, you could just read 8G off disk in something like 30 sec and be settled with regular RAM.

</comment></comment></comment><comment><USER7> Widespread adoption of NVRAM may require a significant change in security models, since data once assumed ephemeral may be persistent. For example, it may be trivial to recover cryptographic keys from a running system.

(Disclaimer: I'm working on a solution to this.)

<comment><USER8> There are already solutions out there for the paranoid who are afraid of cryogenic attacks on DRAM

<comment><USER7> Yes and no. There are some solutions out there, but they are typically not ready for production, require custom hardware, or make assumptions about physical security controls.

(Disclaimer: I am biased since I am working on this.)

</comment></comment></comment><comment><USER9> I will only believe this once it's sitting in my desk

And, for now, it won't change filesystems much. Unless you can get a similar ammount of it as a disk (or maybe a compromise, let's say today around 8GB ram is common, and 1TB of HD, then if you can get around 128GB NVM this can be your new 'SSD')

It is of course, a very important development, and may make things faster

<comment><USER10> How about 240 GB almost as fast as DDR 200 (PC-1600) RAM? [http://www.newegg.com/Product/Product.aspx?Item=N82E16820227...](http://www.newegg.com/Product/Product.aspx?Item=N82E16820227744)

Edit: according to reviews it uses compression to boost its bandwidth (but not capacity). Still seems like a decent tradeoff.

<comment><USER11> Crazy! I was looking into how much it would cost to get 500GB of RAM, looked like it was going to be around $3500. I hadn't even considered this...

</comment></comment></comment><comment><USER12> Can anyone tell me why we don't just hook normal RAM up to a small rechargeable battery such that it can maintain its state during a power loss. Alongside that, there is an equivalent amount of flash memory. The flash is never used, except when you get within, let's say, 5% battery life, at which point the entire contents of the RAM are dumped to the flash. Then, on system start up, if the RAM is still loaded, swell. If there is a ram image on the flash drive, load that and continue as normal.

Isn't this essentially NVRAM? What are the downsides to it?

<comment><USER13> We do, something like <http://techreport.com/articles.x/16255> or <http://www.anandtech.com/show/1697/5> although I don't think they actually have a full NV backing store. They definitely exist though, and have done even before SSDs, it just had a normal disk hanging off it.

Battery-backed cache has probably been around even longer in write caches for large RAID systems.

The 5% power and shutdown is also how the Macbook laptops handle sleep. Sleep mode is a low power nothing-but-ram mode, and when the battery gets too low, it goes into 'safe sleep', basically a dump-to-disk all-powered-off hibernate.

The main reason it's not all that common is that for the sort of workloads you're prepared to pay for a shitload of RAM, you're probably just using it as a cache for a DB or some monster app, and actually keeping it around isn't that much of a priority. You've got failover somewhere else in the stack, and it's one less thing to buy and maintain.

The other critical flaw is that there is a (potentially huge) performance hit in presenting as a disk vs hanging off the northbridge MMU. Even the latest in new fancy SATA is hilariously slow compared to the actual memory bus (6Gbps for SATA3 vs maybe 100Gbps for DDR3[1]), and having all the filesystem abstraction on top, as in the titular article of this thread mentions, is a whole lot more overhead.

So yeah. We can. Sometimes people do. But it's probably easier and better to just stick it in the actual RAM slots, and use it differently for everything except 5-second boot times.

[1] [https://en.wikipedia.org/wiki/List_of_device_bandwidths#Stor...](https://en.wikipedia.org/wiki/List_of_device_bandwidths#Storage)

</comment></comment><comment><USER14> Commodity NVM is huge for big data transactions.

      Bye bye WAL
      Bye bye fsync
      Hello NVM replication
      I think I'm gonna cry

</comment><comment><USER15> Obigatory mention that the DG Nova <http://en.wikipedia.org/wiki/Data_General_Nova> was the star of <http://en.wikipedia.org/wiki/The_Soul_of_a_New_Machine> _The Soul of a New Machine_.

</comment><comment><USER16> What about processors that rather than accessing external RAM and levels of cache, instead a large amount of (register) memory (nonvolatile or not) is directly included within each CPU?</comment>


Aaron Swartz Memorial at the Internet Archive [video] - <AUTHOR> http://archive.org/details/AaronSwartzMemorialAtTheInternetArchive?start=4954

<comment><USER2> If you only watch one speech from this memorial, watch the speech from Carl Malamud: [http://archive.org/details/AaronSwartzMemorialAtTheInternetA...](http://archive.org/details/AaronSwartzMemorialAtTheInternetArchive?start=4954)

<comment><USER3> And Taren's.

</comment></comment><comment><USER4> There was also a great memorial hackathon around the world over the weekend.

Details:

[https://www.noisebridge.net/wiki/Worldwide_Aaron_Swartz_Memo...](https://www.noisebridge.net/wiki/Worldwide_Aaron_Swartz_Memorial_Hackathons)

[https://www.noisebridge.net/wiki/Aaron_Swartz_Memorial_Hacka...](https://www.noisebridge.net/wiki/Aaron_Swartz_Memorial_Hackathon)

</comment><comment><USER5> This marks the end of the grieving for me, to the extent that my mind allows. One of the saddest deaths of someone I didn't know personally. RIP, Aaron.

<comment><USER4> Same here. I didn't know Aaron personally but can't remember being so affected by a strangers death.

Thanks for everything and RIP Aaron.

</comment></comment><comment><USER6> Aaron achieved so much so young and had the potential to change the world even more for better. Everytime I hear his name or read a post about him cannot help my anger at the people who pushed him to the edge. I can only hope the people responsible for his untimely death are soon brought to justice .</comment>


Lightweight android swipe-to-dismiss library for RecyclerView - <AUTHOR> https://github.com/CodeFalling/RecyclerViewSwipeDismiss

<comment><USER2> Looks good but what is the license of this library? Can't see one in the repository. Would recommend adding a LICENSE file.

<comment><AUTHOR> I forget to add a license in fact.Thx for your suggestion.I'll do it when I get free.

<comment><USER3> So which one is it?

<comment><AUTHOR> BSD license

</comment></comment></comment></comment><comment><USER4> You might want to include the original Apache licence since its basically 99% the exact same code with RecyclerView instead of ListView : [https://github.com/romannurik/Android- SwipeToDismiss](https://github.com/romannurik/Android-SwipeToDismiss) .</comment>


Running browser tests from GitHub Workflows with SeleniumBase - <AUTHOR> https://dev.to/seleniumbase/running-browser-tests-from-github-workflows-with-seleniumbase-1oic <comment><USER2> This is great!!</comment>


HP Cedes Greatness to Apple - <AUTHOR> http://www.macobserver.com/tmo/article/hp_cedes_greatness_to_apple/ <comment><USER2> "... and Google"</comment>


The Museum of Old Robots Web Site - <AUTHOR> http://www.theoldrobots.com/index2.html <comment><USER2> I've spent a couple of hours pouring over this site earlier. This is the pre- monitization-style web site I like. Back when you could spend hours on a particular site.. without paying a recurring a recurring subscription.

Another content-rich site sort of reminiscient of this one is [https://americanradiohistory.com/](https://americanradiohistory.com/).</comment>


Need advice: A company just offered to buy my project for $6M - <AUTHOR>

Its not a straight-up acquisition. It is "seller financed".
They are an enterprise software vendor, and it just so happens that something I've built over the past few months (with the help of my 3 partners in the project, its a 4-way split) perfectly solves a difficult problem for them. Apparently they were on the verge of acquiring another company to do the same thing, but they prefer my solution (this is why they were able to move so quickly).   This, however, means that there is time pressure as they will need to cut the other company loose.
This is so out-of-the-blue that we haven't even formed a company yet around the software we've written, but we have agreed an even 4-way split.
The prospective acquirer has said that they are willing to do the deal with us as individuals, although I'm concerned about the lack of Limited Liability in that scenario.
Basically, they don't pay immediately, but the faster they pay the lower the acquisition number (ie. they get a discount for paying quickly). Its something like $6M if it takes them 3 years to pay, but down to $2M if they can pay within a year (something they said was very unlikely given their current projections, which I've asked to see).
They want me to sign an LoI within a week that will give us 45 days to finalize the deal.
How typical is this deal structure? Any gotchyas I should watch out for? Should I try to negotiate on the numbers? (ie. try to go for more than $6M)
Not to be rude, but please don't respond unless you know what you are talking about, I'm perfectly capable of uninformed speculation all by myself ;-) <comment><USER4> Just a character evaluation here, but if they are willing to cut this other company loose, I think you should evaluate how binding they consider contracts to be before you enter into one with them yourself. At the very least I would ask them to make a substantial (500K minimum) deposit against the balance up front. If the don't have the cash to do that, I would not deal with them as they probably shouldn't be doing acquisitions.

Other crazy idea: this is HUGE validation, go raise VC against this offer and make it a real business.

Also, if they are truly in the enterprise space and can afford to acquire companies to "solve a difficult problem for them" they should be able to pay you serious money and $2m in first 12 months should be no big deal.

Another thought, If you are really going to get in the business of giving a $6M loan over 3 years with your 3 cofounders, you should consult a lawyer about more than the LOI. The entire corporate structure needs to be designed to make sure people get paid out correctly and that taxes are accounted for.

<comment><AUTHOR> > Just a character evaluation here, but if they are willing to cut this other > company loose, I think you should evaluate how binding they consider > contracts to be before you enter into one with them yourself

I'm fairly sure they don't have a contract with the other company, the time pressure is that they were about to sign an LoI with them.

> At the very least I would ask them to make a substantial (500K minimum) > deposit against the balance up front. If the don't have the cash to do that, > I would not deal with them as they probably shouldn't be doing acquisitions.

I'm not sure, they've been open about their financial situation and I understand why they've proposed the deal structure that they have.

> Other crazy idea: this is HUGE validation, go raise VC against this offer > and make it a real business.

Problem is that I've already got other projects that would be extremely difficult for me to abandon.

> Also, if they are truly in the enterprise space and can afford to acquire > companies to "solve a difficult problem for them" they should be able to pay > you serious money and $2m in first 12 months should be no big deal.

Like I said, I'm familiar with their finances, and that isn't an option for them.

> Another thought, If you are really going to get in the business of giving a > $6M loan over 3 years with your 3 cofounders, you should consult a lawyer > about more than the LOI. The entire corporate structure needs to be designed > to make sure people get paid out correctly and that taxes are accounted for.

Lawyers and accountants will all get to have their say before anything is signed.

<comment><USER5> Why ask for advice and then pick apart just about everything people are telling you? Seems like you've already made up your mind to me.

<comment><AUTHOR> Asking for advice is not an assurance that I'll accept it uncritically.

If you can't or won't back-up what you are saying then you should probably refrain from giving it in the first place.

Indeed, that is my general view on advice. Advice that can't survive a bit of "picking apart" isn't worth much.

<comment><USER5> Okey dokey. Good luck.

</comment></comment></comment></comment></comment><comment><USER6> (I sold my company a year ago for $0.5M with me at 67% owner in a similar structure as you are describing, and another company six months ago for low six figures.)

Do it as a "stock" sale, rather than "asset" sale. You get double taxed as an asset sale: first as corporate income, then as dividends which are taxed at zero-basis (unless you were very smart about how you paid into the company), meaning the whole thing will be taxed twice and at bad rates rather than capital gains, which are modest. This is regardless of whether you lived in ramen for the last few years building it, which is probably as you described not having yet formed a company. The buyers will probably want to do it as an asset sale, because this reduces liability; they are buying only the assets, not the entire company. If you have customers, a stock sale has them purchasing the liabilities of those customers. And, they can depreciate the assets, not stock. But, you can state that you should get a higher price under an asset sale, or at least have it in your pocket when you ask them to give something up.

Make sure you have a good lawyer. I know a great one in Seattle, contact me privately if you want his information. You need to make sure you have good contracts.

Remember, the buyer will be less motivated in a year. Excitement and possibility have a bad half life. What leverage do you have if they decide to pay late, or tell you they cannot pay you the next year? This situation is happening to me with the first of my deal. The structure of my buyout was a three year deal, with a new company formed, with one of the buyers putting in a large cash payment up front to purchase 40% of the new company, and then the other buyer buying the rest over three years. He has been perpetually late, and I am unclear if taking him to court makes sense, or waiting it out as the payments trickle in. Make sure you have clauses which indicate what happens on late payments. It sounds like this structure is there basically, not sure if you are unhappy were they to pay you $2M early. Sounds like a fine deal to me.

I would recommend getting to know your buyers and their history. In the second startup I sold they were very motivated to pay me because they did not want to scuttle a round of investments. If you have good contracts and they start waffling on payments and you know they are trying to keep their nose clean at that moment that can be an additional motivator to following through on paying you.

Always a great idea to have a second buyer. Even if you have to make them up. Said a different way, look around and see who else would want what you have, and give them an opportunity to get in on the bidding.

Good luck!

</comment><comment><USER7> Just make sure that they don't "own" the product until its paid for. They get _non-exclusive_ rights to use the product until they've paid for it, then they get exclusive ownership. Its like rent-to-own.

Worst case scenario, they are paying licensees for a time.

<comment><USER8> That's good advice. But you (OP) _really_ should talk to a lawyer who specializes in this sort of thing.

</comment></comment><comment><USER9> I dont care I'm going to give you my uninformed opinion myself :-)

What is the financial condition of the acquiring company? Not being able to come up with a couple of million should be a red flag. What is the reputation of the company and its principals. Unfortunately, there are plenty of players willing to string you along to get your product cheap, lock you out, whatever. Dont do anything without the advice of a lawyer.

I hope I'm just being a crank but I learned these lessons from Jack Tramiel the SOB that ran Atari. Fortunately, I walked away before I got burned too badly.

I wish you the best of luck.

<comment><AUTHOR> > What is the financial condition of the acquiring company? Not being able to > come up with a couple of million should be a red flag.

They have been completely open about that. They are about to close a $2.5M round, and have $10M in revenues booked for next year.

> What is the reputation of the company and its principals.

Good so far as I can tell, they seem like smart, honest guys.

> Unfortunately, there are plenty of players willing to string you along to > get your product cheap, lock you out, whatever.

With this deal structure stringing us along hurts them as they have to pay more.

> Dont do anything without the advice of a lawyer.

Roger that.

<comment><USER10> hmmm, "almost" 2.5m round and $10m in revenue "booked for next year" is not that credible of a company. you are taking a lot of risk that the money does not come through.

if you sign a deal w/ everything "on the come" they can jack you around pretty hard.

venture backed companies _consume_ cash, they usually don't throw it off (6m extra in a few years) until later.

<comment><AUTHOR> > hmmm, "almost" 2.5m round and $10m in revenue "booked for next year" is not > that credible of a company. you are taking a lot of risk that the money does > not come through.

What is the risk? Only that we end up back where we were before their offer, so far as I can see.

Their fundraising deal seems well underway, I've raised venture capital myself, and these guys know what they are doing.

> venture backed companies _consume_ cash, they usually don't throw it off (6m > extra in a few years) until later.

It's a line item for them, they pass the cost directly to their customers.

<comment><USER11> Yeah.

There are plenty of risks ranging from the minimal (they waste a little bit of your time and you don't get paid) to rather extreme (they waste loads of your time for years and you lose your IP to legal wrangling).

Book a competent lawyer who has dealt with this sort of problem to nail it down and make sure the risk stays minimal. Ditto in the accountancy department. Everyone does their due diligence, everyone stays happy down the road.

</comment></comment></comment></comment></comment><comment><USER12> As someone who has received >$5m offer that fell through, here's what I learned:

1) until the final documents are signed, don't consider any offer to be a done deal. There are many reasons for it to not happen at this stage.

2) Keep the project running as normal, and try not to get too distracted by this. You have something of value, don't jeopardize that by taking your eye off the ball.

3) As others have mentioned, get a lawyer who is experienced with these types of deals ASAP -- before discussing any more terms. Without help, you may be leaving a lot on the table, or conversely souring the deal.

</comment><comment><USER13> I would be concerned. Seller financing is generally used when the acquirer will have a stable business with concrete underlying assets (factories, real estate, etc.). I don't think this is the case for you. Your acquirer is a venture-backed startup. They only pay you in states of the world where they blow up, and you have little recourse if they don't blow up.

More generally, you are taking on the risk of your acquirer's business (they may fail to get traction in the market, they may fail to develop their product, etc.) without getting compensated like an equity holder. This is a bad situation to be in -- entrepreneurs do all kinds of things (take VC money, incorporate rather than form partnerships, etc.) explicitly to shift risk to OTHER people. Not only are you taking on additional risk by taking the offer, but you are also not getting reimbursed appropriately for that risk.

Other issues: \- You get paid more if they take longer to pay => You're going to work for a company that you hope doesn't blow up tomorrow (because you get paid more if they blow up in 4 years). => This is a dangerous spot to be in; your incentives are not aligned with theirs.

\- It might be tempting to think that the acquirer could pay you with the proceeds of their next round even if their business does not take off. But $6M in short-term debt will likely scare off VCs who might fund them in their next round...

<comment><AUTHOR> Sorry, some more:

> Other issues: - You get paid more if they take longer to pay => You're going > to work for a company that you hope doesn't blow up tomorrow (because you > get paid more if they blow up in 4 years). => This is a dangerous spot to be > in; your incentives are not aligned with theirs.

Yes, I did point it out to them. Their response was a polite version of "that's our problem".

> \- It might be tempting to think that the acquirer could pay you with the > proceeds of their next round even if their business does not take off. But > $6M in short-term debt will likely scare off VCs who might fund them in > their next round...

I think if the business doesn't take off, we get our technology back and we keep whatever they've paid us to-date. It doesn't seem like a terribly bad worst-case-scenario.

<comment><USER13> > Yes, I did point it out to them. Their response was a polite version of > "that's our problem".

But it's not actually just their problem, because you don't get paid if they don't succeed... I'm sure you've already realized this. :)

> I think if the business doesn't take off, we get our technology back and we > keep whatever they've paid us to-date. It doesn't seem like a terribly bad > worst-case-scenario.

Good point. Still the opportunity cost of your time to consider (all that time you spent watching them fail, you could be spending building your own business) and your technology's shelf-life.

Also, it might be difficult to build a business around tech that failed somewhere else (even if your acquirer's failure had nothing to do with you or your tech). I don't know the specifics of your situation, but I would imagine good early hires might be wary, potential investors would be skittish, etc.

</comment></comment></comment><comment><USER14> I've never done a deal any where near as big, but I've wrangled the bulk of my income over the past twenty years from clients rather than employers - <USER2> won't hurt my feelings if you decide I don't know what I'm talking about.

My opinion, the LOI in a week is fishy. A cursory glance at your situation should be enough to scare them off such a tight timeline until you guys have your shit together regarding corporate structure and IP ownership - right now, there is all kinds of risk associated with your acquisition because there are no formal relationships between your team's members. Nothing personal, but you guys sound like a litigation clusterfuck waiting to happen. Not just for them, but for their enterprise customers as well.

The $2m now or $6m later is also suspect. Notice that you've pegged the deal at the higher figure in your title? The four of you are thinking low Fuck You money, but do you think they're really going to cough up an additional $4m when they can't raise half that? And if you are worth $6m, you can bet your ass someone will probably loan them $2m pretty damn quick.

Of course that's assuming you ever get paid at all.

Ever heard the expression, "Borrow a thousand dollars from the bank and the bank owns you. Borrow a million from the bank and you own the bank?" These guys are going to own you.

Once you have several million riding on their success, their problems become your problems - even those outside the scope of your software.

So now for the answers to your questions:

1\. Screwy deal structures are not uncommon in the industry I'm in, people getting screwed is not uncommon either.

2\. The biggest gotchya's are greed and an unwillingness pass on a sketchy deal. If your team and project is really worth something, this won't be the last deal you ever see in your life.

3\. The starting point for negotiation should be to put all the cash in your pocket today. The reason they are "able to move so quickly" is because it won't cost them anything to try out your software - and they can probably get you guys to throw in a bunch of effort to make things work without any additional cost as well.

Take it for what it's worth and good luck.

</comment><comment><USER15> I never heard of payment plan to acquire a company. There's something fishy about this.

Unless it happens sometimes (that I never heard about), get a top lawyer in acquisition deals. Make sure that they at least understand the payment plan thoroughly and you must pay them a retainer because you will need the lawyer for 3 years to ensure the company does pay every time and not try to delay it, unethical-style. I think the deal is just extra costs on both sides. Your company is taking extra risk as other posters said because the buyer may go under and you'll be SOL, retainer or not.

Straight-up acquisition means only getting the lawyer for the purchase and to get company to pay one-off. Much cheaper. I would reject the deal due to the overhead but I do not know your full situation.

Disclaimer: I am not a lawyer, or had an acquisition, accountant, etc.

</comment><comment><USER16> Have you read the book "Venture Deals"? It addresses this topic and points out a number of things to watch out for.

The "can't pay $2M in a year" but "can pay $6M in 3 years" seems a bit dodgy. Is it wholly dependent on the success of your product?

Do you have to work for the company as part of the deal? If you have to "earn" your earnout, the salary numbers have to make sense too.

<comment><AUTHOR> No, it's basically they get a discount the faster they pay. 12 months it only costs them $2M (they've said this is very unlikely).

It gives them an incentive to pay me as quickly as possible.

There is no "earn"out, but we do need to provide them with some support - <USER3> we get to charge whatever we want for this (they pass the cost on to their customers). We certainly don't have to work full-time for them, and they know we can do this (we all have other gigs).

<comment><USER16> This payment plan and the amount of discount strikes me as a point of concern. Why is it "unlikely" that they can pay the $2M over a year? Why such an extreme discount? I'd start digging there. Is their business viable for 3 years?

Why don't you to ask them to borrow $5M, pay you that amount now, then let them pay off the loan over 3 years? At 12.5% interest, total payments come to about $6M for a 3 year loan term.

It's a way of shifting risk from you to them. Somehow, I doubt they'll agree; but their response may be very informative and helpful for further negotiation.

<comment><AUTHOR> > Why is it "unlikely" that they can pay the $2M over a year?

Because this will be a new product for them, they expect it will take several months before they start to make any revenue with it.

> Why such an extreme discount? I'd start digging there.

Yeah, it seems like a big jump. I asked if it could be monthly pro-rata and they agreed to that.

> Is their business viable for 3 years?

I think so, or they'll get acquired.

> Why don't you to ask them to borrow $5M, pay you that amount now, then let > them pay off the loan over 3 years? At 12.5% interest, total payments come > to about $6M for a 3 year loan term.

Because they don't know that they'll be able to sell the product that they'll be building around my product. This way if they can't they can cut their losses without being on the hook for the entire amount.

I don't see that I'm taking much of a risk, if they terminate the agreement we get to keep whatever we've been paid to-date.

</comment></comment></comment></comment><comment><USER17> I might recommend you get in touch with someone like Sandy Kory.

<http://www.horizonpartners.com/users/show/skory>

He specializes in brokering technology deals and has done some pretty major deals involving figures well north of what you are looking at now. I bring him up only because I recalled a Mixergy interview he did:

<http://mixergy.com/sandy-kory-horizon-interview/>

Import thing to know at this point: your focus should now be on a separate negotiation entirely. The one you will be having with a lawyer and/or broker to help make this deal happen.

What you have right now is tremendous leverage. You have a multi-million dollar business deal on the table. And that can get you top priority with lawyers & brokers. You can leverage that not only to get appointments and your phonecalls answered promptly - but you can leverage this to offset perhaps all or most of the up front costs you would typically have to fork out to deal with these professionals. What they'll be looking for however is a significant cut % of the deal so that is what you have to think about next. The ball is in your court. Goodluck.

<comment><AUTHOR> > What they'll be looking for however is a significant cut % of the deal so > that is what you have to think about next

The thing is that I've got a termsheet on the table that doesn't look half bad. What is my RoI on engaging someone like this if they are going to take a significant portion of this deal?

<comment><USER17> That is why this is your new focus of negotiation. Cause its up to you. And by the way, you can go to the professional with this same question. You're the one with the hot deal. If he wants in, he'll have to give you a compelling reason to bring him in. And perhaps that could be a combination of experience, legal assistance and a reasonably modest commission. You're looking for win/win.

</comment></comment></comment><comment><USER18> A few red flags (I know nothing about startup acquisition myself though).

1) Time pressure to have the deal happen quickly (that's not your fault)

2) 6m vs 2m is a big difference. I would be very careful. I think asking for a fixed price (and letting them worry about how quickly they can pay back their lenders) is better. Their price difference is way too fuzzy.

3) "something they said was very unlikely given their current projections" yeah... Look, then they should be fine accepting a deal of say 4.5m (or whatever), because according to their current projections, they will end up paying that amount anyway.

If they refuse, then you need to ask yourself why they are doing so (perhaps they really do expect to later buy your company for $1).

4) Get your own lawyer. Their lawyers are for their interests, not yours. Personally, the thought of not even knowing how much you are being bought for (and that it could be dramatically less based on "X reason") is very bad to me.

</comment><comment><USER19> So much on stake, so much depends on the minute details of the agreement (under what circumstances can they pull out etc). All in all, get a lawyer.

<comment><AUTHOR> No question that we will have the LoI reviewed by a lawyer before we sign.

<comment><USER19> You're loaning them millions of dollars at interest. Without a down payment. With all of the interest paid at the back end. With a cap on the accumulated interest.

My bet is you'll never see the money. Either there will be a clause hidden in the agreement that allows them to reverse the sale if their project doesn't pan out. Or they are on the brink of bankruptcy. Either way, they are structuring the deal as if they know they'll only have to pay if the project is a home run.

Don't waste your time with HN. Get a lawyer.

<comment><AUTHOR> Fear not, a lawyer will review the deal before anything is signed.

<comment><USER19> By then it will be too late. It is right now legal advice can help you. The term sheet you have in your hand looks good to you, but only someone with experience from a hundred deals that went awry can look at that term sheet and see what is missing. You have the wrong view of how you use lawyers.

Your process is basically the same as having a lawyer write the code for your web app and then have a programmer review the code just before you launch. Now you are probably thinking "no that's not the same because that won't work". Well, exactly. It won't work.

Reading all your answers here you come across as either very inexperienced or drunk with the prospect of striking it rich or both.

<comment><AUTHOR> I'm talking to a good lawyer today, they already have the LoI.

<comment><USER19> Great, I'm happy to hear. I hope everyting works out!

</comment></comment></comment></comment></comment></comment></comment><comment><USER20> Get a lawyer, someone local and good. Talk to him. Everything else is just noise.

</comment><comment><USER21> Seller financed is one of the oldest tricks in the book. It means you (the seller) pay yourself for the sale from the proceeds of any furture profits. There are a couple of other red flags in what you wrote above, like time pressure (always a bad sign) and "the ratchet". Of course you may be informed and able to speculate, but there's nothing better than getting yourself a very good legal firm. Good ones are very honest about the downsides to any situation, which is what you need. Nothing is worse than being told everything is fine only to find out later that there were foreseeable issues.

You should go into this with a take-it-or-leave-it approach and call the shots so that it's what you want, and not what they want to give you. But you'll have to get a standard position from everyone of your partners, and the only way to do that is to say NO to dealing with individuals. The reason is divide and conquer. That's another thing they'll do.

Also DO YOUR RESEARCH. Who are the buyers? Can they give you personal guarantees to pay you even if what they're doing does not work out? Who is this mysterious competitor? Why didn't you know about them when you started your project? Again good lawyers will help you out here.

So form a company, set your equity, get the best legal advice there is, and do not have multiple positions on your side when you go into negotiations. Be prepared to walk when you don't get what you want.

<comment><AUTHOR> Thanks, good feedback.

Actually, after seeking a lot of advice I'm starting to think of the deal differently - I'll update the story so everyone can benefit.

</comment></comment><comment><USER22> _"... Its not a straight-up acquisition. It is 'seller financed'. ...within a week that will give us 45 days to finalize the deal."_

You have not made it clear if you really need the money? Independence is good #5 ~ <http://www.paulgraham.com/fundraising.html> I also see potential founder fights #17 ~ <http://www.paulgraham.com/startupmistakes.html> and ...

 _"... Shielding your optimism is nowhere more important than with deals. If your startup is doing a deal, just assume it's not going to happen. The VCs who say they're going to invest in you aren't. The company that says they're going to buy you isn't. The big customer who wants to use your system in their whole company won't. Then if things work out you can be pleasantly surprised. ..."_

Good luck #7 _"Dont get your hopes up"_ ~ <http://www.paulgraham.com/startuplessons.html>

<comment><AUTHOR> We don't really need the money, we each have other incomes that we're comfortable on. This was a speculative side-project.

<comment><USER22> _"... We don't really need the money ..."_

Then consider, who has the power in the negotiations?

<comment><USER23> Screw the variable payout notion. It's a hook (as said).

\- $6m in 3yrs is a substantial risk and unlikely due to what everyone else said.

\- $4m in 2yrs is still a decent time horizon, but as mentioned, they are trying to lure you in for on the promise that it will be hard to pay in 1 year and probably more than they are prepared to spend.

\- Try $3m in 18 months with $1.5M upon close and $500k divided over the next 18 months.

You get 75% upfront and can hedge on their success/failure.

Waiting and anticipating checks to arrive is a nightmare and if you are like most, you will be highly bothered by this - whether or not you get your code back. (At which point, it will likely be duplicated elsewhere or deemed irrelevant.)

<comment><USER22> _"... Try $3m in 18 months with $1.5M upon close and $500k divided over the next 18 months. You get 75% upfront and can hedge on their success/failure. ..."_

Nice answer.

</comment></comment></comment></comment></comment><comment><USER24> Any company that doesn't have cash, and is struggling for survival, will tell you that their revenue will explode "next year".

They might very well be covered in debts and try to acquire you to generate more revenue. In which case, you take the risk of losing your product and your revenue.

I'd ask for money up front, like 30% of the total, to see their reaction and then negociate the financing.

<comment><AUTHOR> > Any company that doesn't have cash, and is struggling for survival, will > tell you that their revenue will explode "next year".

They aren't struggling for survival, where did you get that idea?

> In which case, you take the risk of losing your product and your revenue.

Nope, if they don't pay the agreed amount we get the product back.

> I'd ask for money up front, like 30% of the total, to see their reaction and > then negociate the financing.

I might seek more up-front, but I can see why that would be tricky from their side.

</comment></comment><comment><USER25> This is a good sign - they think your software and their expertise, whatever it is, can make money. I'd recommend that rather than selling it all for $6MM, that you evaluate it for a couple of days, and if you are comfortable with them, suggest selling 60%, perhaps for the same $6MM, which gives them the control they seem to want, and retain 10% each, with the option for each of you to negotiate a sale of that 10% later, with them getting first dibs.

If the product does very well, it'd be good to have some skin in the game. If it fails to grow as much, then you have secured some upfront cash.

</comment><comment><USER26> Hi, really hard to evaluate based on the info you've laid out. As a 49 year old guy who's been in the Valley since ~1988 or so, running his own company, been courted by the VC's (Hummer-Winblad), had a buy out offer from Borland (yeah, I know), I'm happy to pay things forward with free advice that might be worth slightly more than you paid for it :)

Email in my profile if you want to talk. Send me a phone number if so. If not, best of luck.

BTW, this sounds sketchy to me based on what little I know.

</comment><comment><USER27> Hurry, supplies are limited. Call NOW! Why are they rushing you? That was the part that bugged me. Don't play that game; take your time and do the work to get it right.

<comment><AUTHOR> Yeah, I suspected it might be artificial pressure, but the pressure is only to sign an LoI, and their justification is plausible (we need to cut the other deal loose).

After signing the LoI there is 45 days to complete the deal during which everyone will do due-diligence.

</comment></comment><comment><USER28> Get a lawyer.

</comment><comment><USER29> It sounds like a good deal to me. I would (uninformed opinion):

\- call everyone you know to find someone experienced who can advise you through this

\- get an experienced laywer to review the deal, and also talk to a good tax laywer

\- tell them you need 3 weeks before signing: you need to get an LLC and your internal agreements on paper before signing something.

</comment><comment><USER30> Find a lawyer who specializes in this field that you can trust and hire him to oversee the deal, there really isn't any other advice to give on a matter like this, its a complicated business dealing and you need someone on your side to make sure you don't get screwed

</comment><comment><USER31> i'm sure i'll get down voted for this, but i'll say it anyway. what is the point of posting this on hacker news? are you just trying to show off? i mean you are smart enough to have made a product that seems to be worth a significant amount to an third party. what advice can anyone here offer without knowing the exact details of the deal, doing a little research on the company, reading the loi, etc? i seems obvious that the only route of action to take would be to talk to a lawyer (or possibly two) that can advise you.

i think a better question to ask would have been: anyone know a lawyer that would be willing to discuss this with me and give me a little advise?

<comment><AUTHOR> Not trying to show off, I mean, this is a throwaway account FFS!

I'm posting it here because I was told to: [http://www.reddit.com/r/startups/comments/loylh/need_advice_...](http://www.reddit.com/r/startups/comments/loylh/need_advice_a_credible_company_just_offered_to/c2ufuc9)

> what advice can anyone here offer without knowing the exact details of the > deal, doing a little research on the company, reading the loi, etc? i seems > obvious that the only route of action to take would be to talk to a lawyer > (or possibly two) that can advise you.

Just because I'm asking you lot doesn't mean that I won't also seek advice elsewhere.

</comment></comment><comment><USER32> If your product is worth $X million to this company, it may be worth $Y million to one of their competitors - and one of those competitors may have the cash on hand to make a much more compelling offer...

</comment><comment><USER33> One thing that I haven't seen mentioned: you don't want the acquirer to pay you until they've found a market and then build a clone. Some kind of noncompete may be desirable.

<comment><AUTHOR> This may sound arrogant, but I don't think they could build a clone. Our stuff is pretty sophisticated and non-obvious.

<comment><USER14> Could they hire someone to do it for $1.75m?

</comment></comment></comment><comment><USER34> no direct experience but i'm betting this is where a good lawyer is worth the expense. preferably one well versed in reading term sheets.

</comment><comment><USER21> I'm going to add another comment because I've read the bulk of the responses here from the asker, and I think they are being deliberately provocative to wind people up. I'm not sure if its to get Kudos or what.

Nobody is as downright arogant as the asker seems to suggest he is, without wanting to be provocative.

Go ahead take the deal, ignore the advice here and don't come back for any more.

</comment><comment><USER35> they can't buy you with money they don't have. What have they got? Technology or just vc money?

<comment><AUTHOR> They have technology and customers.

<comment><USER35> Did they "acquire" the technologies or develop it themselves? How do they even figure out the price to offer you?

</comment></comment></comment><comment><USER36> I don't have much to say but congrats on the offer, I hope everything works out for you!

<comment><AUTHOR> Thanks! Still a lot that can go wrong :-)

<comment><USER37> Definitely let us know how it ended up!

</comment></comment></comment><comment><USER29> Definitely talk to a tax laywer.

</comment><comment><USER38> May I ask what problem does your project solve?

<comment><AUTHOR> Ugh, I'm trying to keep this anonymous-ish.

May I ask why you'd like to know?

<comment><USER38> Just looking for opportunities and ideas. Transplant your idea to another market, another industry ... and make 6 millions myself :)</comment></comment></comment>


Restoring YC's Xerox Alto: how our boot disk was trashed with random data - <AUTHOR> http://www.righto.com/2016/09/restoring-ycs-xerox-alto-how-our-boot.html <comment><USER2> The shift-xor "random" number generator described actually has an interesting property. The algorithm looks like this:

1\. If the value is 0, output the magic number.

2\. If the value has only its high bit set, output 0.

3\. Otherwise, shift the value to the left

4\. if there was an overflow (the high bit was 1 before the shift), xor the value by a magic constant.

For certain values of the magic constant, this has the property of generating every integer in the range exactly once.

<comment><USER3> And with 077213 and 012345 octal that is what happens. That's why the distribution was so uniform when Ken checked.

<comment><USER4> [https://en.wikipedia.org/wiki/Linear- feedback_shift_register...](https://en.wikipedia.org/wiki/Linear- feedback_shift_register#Uses_in_circuit_testing)

I suspect it was deliberately chosen to do this for the purposes of testing the disk; the sequence is random-looking so it exercises all the bits, but is also deterministic so that written data can be verified by reading it back and comparing without having to store a copy of all the written data somewhere else.

</comment></comment></comment><comment><USER5> I love these posts. I don't properly understand the majority of what's being done, but a step by step of somebody solving a difficult problem in a space I know nothing about is so fascinating.

<comment><USER6> I love these posts too, but man is it a pain to read on mobile. Quit hijacking my input!

Edit: I know I can use the readability mode, but I don't like being essentially forced to do so.

<comment><USER7> Can you explain what the problem is? I recently switched the mobile formatting so Google would stop complaining that my page wasn't optimized for mobile. But maybe that made things worse.

<comment><USER6> I left a more detailed reply ([https://news.ycombinator.com/item?id=12514009](https://news.ycombinator.com/item?id=12514009)) to the other person in the thread, but basically while trying to zoom I get sent to other posts or images.

</comment></comment></comment></comment><comment><USER8> Out of curiosity: what would it take to turn that disk back into a working boot disk? I can only imagine how difficult it must be to find an Alto _with two disk drives_ these days to dub a boot disk onto your scrubbed one.

Does the Alto have any sort of recovery environment? e.g: boot from the (3Mbit?) Ethernet, or boot from a floppy/tape, etc. that would aid in such a task?

<comment><USER7> The easiest thing would be to boot the Alto off a good disk, then swap the disks and write a good boot environment to the bad disk. (You can switch disks while the system is running.)

One of the guys working on the restoration (Carl) is building a FPGA-based disk emulator, which we could use to re-write the bad disk (as well as read and archive disks).

The Alto supports network boot over Ethernet; I'm working on a BeagleBone- based Ethernet emulator/gateway so that's another option. (The Alto's 3 Mbit Ethernet isn't compatible with anything modern, so I can't just plug an Ethernet cable into it.)

<comment><USER9> > You can switch disks while the system is running

Is that something you can do at any time, or only at the "home" screen when no apps are running?

<comment><USER7> I think you can switch disks pretty much any time. The Alto doesn't swap to disk so the disk is only being used when you're loading a program or loading/saving a file. As far as how it's used, think of the Alto's disk more like a floppy drive than a hard drive. (Although since it takes a minute for the disk to spin up to speed, you don't want to switch disks too often.)

</comment></comment></comment></comment><comment><USER10> Hah! Nice job on inverting the random number generator. And note that RNGs for testing data patterns have much less stringent requirements than cryptographically secure RNGs :-). I'm hopeful that a known good disk will actually boot something.

<comment><USER11> Getting a good RNG on 1970s hardware is almost impossible without some kind of custom device. There is no end to examples of horrible RNGs from that era, sometimes manifesting in amusing ways. There was an implementation of Minesweeper that naively used the rand() call from C's standard library and generated utterly predictable boards.

I am rather impressed at how the author of the article actually tracked down the appropriate RNG function to verify exactly what happened. This is only possible because the PARC community was so small there would only be a couple of ways something like this could have possibly happened?

<comment><USER7> What made it possible to track down the RNG function was that the Computer History Museum has a big archive of Alto code [1]. By searching that site with Google, I found the random number source code. Of course figuring out the code is a bit of a challenge since it's in BCPL or Nova assembly.

Hopefully as part of our Alto restoration we'll be able to add more old Alto disks to the online archive. Maybe the disk labeled "Alan Demo" will have an exciting long-lost Alan Kay demo on it :-)

[1] [http://xeroxalto.computerhistory.org](http://xeroxalto.computerhistory.org)

</comment></comment></comment><comment><USER12> Typo: "7141 TTL chip" should be "7414 TTL chip"

<comment><USER7> Fixed. The spell-check didn't catch that for some reason :-)

<comment><USER12> Where's that machine learning when you need it ;)

</comment></comment></comment><comment><USER13> They'll have to find or build a 3Mb/s Ethernet anyway. Ask around; maybe someone still has a 3Mb/s to 10Mb/s gateway. If they can get to 10Mb on coax, they can get an off the shelf box to go to 10baseT and to the modern world.

<comment><USER7> The Living Computer Museum is working on a 3Mb/s Ethernet gateway. I'm also looking into making one with a BeagleBone (which is why I've been looking at its PRU microcontrollers lately).

</comment></comment><comment><USER14> Reading this effort is as exciting as watching a good detective show.. I'll almost be disappointed if they don't come across any other blocking issues on the way to success (as long as they find a way to overcome it, of course ;-)

</comment><comment><USER15> I know it's not really relevant to the repair work, but I jumped back to the first article, at [http://www.righto.com/2016/06/y-combinators-xerox-alto- resto...](http://www.righto.com/2016/06/y-combinators-xerox-alto- restoring.html) . It says

> The biggest impact of the Alto was in 1979 when Steve Jobs famously toured > Xerox and saw the Alto and other machines. When Jobs saw the advanced > graphics of the Alto and Star, he was inspired to base the user interfaces > of the Lisa and Macintosh systems on Xerox's ideas, making the GUI available > to the mass market.

The reference is " Malcolm Gladwell describes Steve Jobs' visit to Xerox in detail in Creation Myth."

But quoting [http://web.stanford.edu/dept/SUL/sites/mac/parc.html](http://web.stanford.edu/dept/SUL/sites/mac/parc.html) :

> The closest thing in the history of computing to a Prometheus myth is the > late 1979 visit to Xerox PARC by a group of Apple engineers and executives > led by Steve Jobs. According to early reports, it was on this visit that > Jobs discovered the mouse, windows, icons, and other technologies that had > been developed at PARC. ... It's a good story. Unfortunately, it's also > wrong in almost every way a story can be wrong. ...

> Both the Macintosh and Lisa projects were underway before the 1979 visit. > Documents in The Book of Macintosh (a collection of essays, technical specs, > and brainstorms written by Jef Raskin on and others) dating from the fall of > 1979-- months before the PARC visit-- show that the Macintosh was going to > feature user-friendly interfaces; a screen that could handle multiple fonts > (that is, bitmapped screens); graphics capabilities; and a graphical input > device. ...

> Finally, as several authors have pointed out, there were actually two visits > by groups from Apple to Xerox PARC in 1979. Steve Jobs was on the second of > the two.

<comment><USER7> Chapter 23 of "Dealers of Lightning" points out that everyone describes the Steve Jobs visit(s) in contradictory ways. "No anecdote from PARC's history is burdened by so much contradictory testimony. PARC engineers disagree about who delivered what portions of the demonstration; on how many demos there were and when they took place; whether Jobs and his people saw an Alto or a Dorado..."

I recommend "Dealers of Lightning" for the best description of Steve Jobs' visits and their impact on him. The short summary is there were two visits to PARC in December 1979. Adele Goldberg tried to demonstrate just the publicly- announced technology (WYSIWYG browser, mouse, drawing program) but was forced by management to show Steve Jobs all the secret stuff (e.g. Smalltalk, overlapping windows). Steve Jobs considered the three mind-bending things he saw to be the user interface, object-oriented programming and networking, but he was "saturated" by the UI and missed the significance of the others. The book goes into detail on exactly what Apple was doing before the visit and how it changed their plans. The book has a whole chapter on this, way more than I can cover here, so please read the book if you're interested in this.

<comment><USER16> No surprise that Jobs would fixate on the UI thing. He never struck me as a techie, but someone that got into tech because it was easy to mesmerize people with. The UI was a perfect tool for that.

<comment><USER17> Yeah, that makes a certain kind of sense. I'm spending some spare time listening to interviews with old Atari employees on the ANTIC podcast and one thing comes through again and again. Lots of investment was being made in networking and programming languages and almost nobody outside of PARC had any real ideas about GUIs. A couple Atari employees who came from PARC at the time tried to get it into products, but just couldn't.

Apple likewise didn't produce a GUI for their contemporary computers.

The most that people seemed to really be shooting for was higher density text displays and colorful graphics, but nobody had really figured out the magical combination of manipulation device and interface metaphor and Jobs did just "get it" and understood why it would be a major differentiator - few people had more than one computer to network, and few people liked programming.</comment></comment></comment></comment>


Ask HN: Tell me about your experience with productivity apps - <AUTHOR>
 There are tons of those apps: Any.do, Todoist, Microsoft todo (Wunderlist), Things, Omnifocus, etc. I want to do a small research on the use of those apps. I am thinking about three types of readers
1. The user: A person who actually use a productivity app * What app do you use?
* What are the features you use a lot?
* What are the most cumbersome features you wish they didn't exist?
* Have you ever been in a situation when you are using an app and you say "I wish I could do that"?
* Have you tried other apps before using the actual app? Why did you quit?
* Are you using different apps to organize a workflow? Tell me about it.
2. The traumatized user: A person who once used an app (or several apps) and then decided to never use an app anymore.
* What drove you to quit the app?
* How do you manage your time without the app?
3. The person who never used an app:
* Why you didn't consider the option?
* Do you have some particular fear/need (privacy, accessibility)?
Feel free to talk about anything that I didn't ask above. I want to listen to you. <comment><USER2> Not really feature specific, but I've thought about this issue for a long time now. I personally want to move a central application where location of user data can be chosen (s3, dropbox, etc). Mildly considering building an opinionated app for myself and open-source for devs, and paid for non- technical people.

IMO, paper/pencil is great for spontaneous unrestricted flow and manual transcription has shown to be better for synthesis than typing. But the advantages of digital in terms of persistence and accessibility is just too great.

For me, the biggest issue of productivity apps is they don't distinguish between "timeful" data (tied to dates like deadlines or calendar events) and "timeless" data that are more for recall and knowledge store. That's why our tooling is fragmented between todos, calendars, storage, and editors (sheets, docs, etc).

<comment><AUTHOR> Have you tried notion.so ? How it performs on _bridging_ "timeful" and "timeless" data ?</comment></comment>