John, you ask me to "reconcile" the deal with the language you quote (although it seems to me that you're missing a quotation mark). Let me walk you through your enumerated considerations: (i) As I noted in my piece, nothing about a commercial entity's operating PIR or .ORG entails that the registry can't be, or isn't, "operated for the benefit of the worldwide community of organizations, groups, and individuals engaged in noncommercial communication via the Internet." Just as a commercial bank (or a commercial grocery) can provide services that benefit noncommercial entities, so can a registry. In addition, the .ORG TLD is also licensed to individuals and entities that are not noncommercial, as you know. (ii) Responsibility was, in fact, delegated to a non-profit organization that acts on behalf of the community in 2003, consistent with the guidance of the DNSO Names Council's advice to ICANN in 2002. I think what you are trying to say is that this guidance adds up to a binding contractual commitment, but I don't think it is one. It was DNSO's best guess in 2002 about what ICANN should do back then, and it was "guidance," not law or contract itself. (iii) I believe the fees should, in fact, be "as low as feasible consistent with the maintenance of good quality service”“as low as feasible consistent with the maintenance of good quality service,” and that both PIR, its owners, and, if it wishes, ICANN, will do so. Any other choice would damage the value of the assets represented by .ORG and PIR. I'm not sure what point you're trying to make when you say DNSO's guidance has "never been amended or revoked." As I've said, that was guidance in 2002, and ICANN adopted it then, but it doesn't seem to be law or regulation in itself. As I suggest in my article, the domain-name market has changed quite a bit since then, not least because of ICANN's decisions regarding the domain-name space generally. My argument--as I'm about to explain to another critic--is not that PIR or some successor in interest *can't* raise renewal fees in an extortionate way. Obviously, the removal of price caps through the contract with ICANN means it's theoretically possible to do that. But it would be foolhardy by investors to do that, because it would ultimately lead both to loss of faith in the value of .ORG and some significant migration to alternative TLDs that are less stupid about price hikes. It would be the equivalent of throwing their investment, or some big chunk of it, away, because the value of PIR as a property is reliable, predictable renewal rates.

Hi, Kevin. My experience has been that people who begin their disagreement with presumptions about my motivations or character do so because they are unable to argue on the basis of logic or evidence, but let me do you the favor of considering that you may think your ad hominem arguments are substantive. You write: "It's embarrassing how out of touch you are with reality." Maybe. But I'm sufficiently in touch with reality that I try not to generalize about the character of people whom I don't know in reality. In that respect, it seems possible I'm more in touch with reality than you are. You write: "Or perhaps you're willfully ignoring the truth that there absolutely is a lock in effect with domain names." I don't think I'm "willfully ignoring" a "truth" here. Let's look at your analysis: "Organizations spend fortunes branding their domain names into minds and on physical things." Organizations that spend fortunes on, well, anything are organizations that are well-positioned to migrate to a new TLD if .ORG is maladministered. That's what being able to "spend fortunes" enables organizations to do. You write: "You want to maintain decades of links that keep your non profit on top of Google? You can't simply move to a .WTF tld." First of all, Google does not rely primarily on TLDs for indexing. Second, the Internet Archive and other resources enable your web links to survive as resources while you make a transition (and Wikipedia and other services use the Internet Archive to fix broken links). Third, your scenario assumes that that the extortionate price hikes are going to happen, but as I outline in my response to John, above, it would be self-destructive of any owner of PIR or administrator of .ORG to do that. Fourth, after making a public commitment, as Ethos Capital and PIR have independently done, to constrain price hikes in renewals to longstanding predictable levels, any departure from that public commitment invites regulatory and/or legislative responses that would be punishing to the principals--not just in the United States but elsewhere in the world where complaining registrants might have jurisdiction. This is a claim that it helps to consult practicing commercial lawyers about when you reality-check it. You write: "The only joke here is how you're helping lead the propaganda campaign that selling .ORG to private equity and abdicating ISOC's responsibility to the .ORG users and the internet community as a whole." I don't believe my expression of my thinking on this question amounts to propaganda, since it is a sincere and honest statement of my reasoning with regard to the decision. I go into my thinking in more detail here at this Techdirt podcast, which I arranged with Techdirt because I thought it was important that people hear me getting asked the hardest possible questions about what I was thinking, and defending my reasoning about my decision. In general, propagandists don't subject themselves to cross-examination. You write: 'It's evident ISOC is your only priority and you have no allegiance to the wider community you pretend to be representing.' I see you aren't familiar with my work. That's fine, but if you did a little more research you might discover that your declarations about my allegiance are unfounded. You write: 'Saying a new non profit owner for PIR would have less ability to manage it is misleading at best. It would have an income stream from .ORG which is what funded ISOC for tens of millions of dollars in profit.' First of all, you don't seem to have interrogated the proposal I'm criticizing, which expressly says it would give away that income stream, or some part of it. Second--and this is where you seem a bit unbalanced to me--when you talk about the income stream that "funded ISOC for tens of millions of dollars in profit," you actually are describing a motivation for ISOC *not* to approve the deal. It is, in my view, a no-brainer that it would have been uncontroversial for ISOC to continue leeching surplus income from PIR indefinitely. You likely wouldn't have been triggered at all if we'd done that. But stewardship of ISOC, of PIR, and of .ORG required that we risk controversy in order to make a more forward-looking set of decisions. I'm happy to stand with Vint Cerf on that. You write: "You're on the wrong side of internet history here and you're actively trying to make .ORG worse for your grandkids and their grandkids." It's always possible that any human being with human limitations is on the wrong side of history, and this of course includes you as well as me. But no one familiar with me or my work believes I am "actively trying to make .ORG worse" for my descendants or yours or anyone's. I want to save .ORG long past my lifetime, and this seems to me to best choice to financially support saving .ORG.

It's here: https://www.techdirt.com/articles/20200115/11301343739/techdirt-podcast-episode-234-mike-godwin-defends-selling-org.shtml Mike

I think there is a presumption that I personally profit in some way from the .ORG sale. To make this point absolutely clear, I don't get a dime from the deal, and I'm not an investor in any enterprise associated with the sale.

I'll try to extract some substance from your bile. (1) You write: "Host interjects that this isn't the case and is a problem." That's not quite what he said, and it unquestionably is the case that search engines find the resources I'm linking to whether I add a TLD to the search terms or not. Indexing is constantly updated by the search engines, as most people who've studied them know. (2) You write: "You're willing to risk .ORG for your organizations profit because you can't imagine it happening. "I can imagine it happening, just as I can imagine Lex Luthor sinking the California coastline. But it's not likely to happen. (3) You write: "Disappointing to say the least." I'm invariably disappointing to the guys whose primary analytical approach is ad hominem. I'm not sure what the point would be in validating your approach, given that it's a logical fallacy. (4) You write: "Your only defense is that it wouldn't be in Ethos' best interest to extract as much as possible." That's not my only defense, and in fact you list another defense later in your posting. So I'd say you refuted your claim here without my help. (5) You write: "Your argument is that these public commitments are meaningful." Yes, based on my practice of law and knowledge about how regulatory agencies and Congress works. It is commonly thought by laymen that a commitment not backed by a contract term isn't binding. After your first year of law school, normally, you're over this misapprehension. (7) You write: "Ultimately, after an hour you couldn't even convince the host, which he explicitly wrote in the comments afterwards." My purpose in the podcast was not to "persuade the host" but to give a strong critic of the deal a chance to cross-examine me in public about my reasoning. I notice that you--for whatever reason--elided Mike's more generous comments regarding my participation, both on the show itself in the comments section. That's fine--when ad hominem is your only tactic and only strategy, it's difficult to make yourself be factually accurate. (8) You write: "That's an hour I won't get back listening to you re-hash the same arguments." Not technically a rehash since I was developing my CircleID article based on arguments I planned to present on the podcast. (We scheduled it several days in advance, and I suggested it to him first back in December.) (9) Just a reminder that I'm not paid to have the opinions I have regarding the .ORG sale, and I don't stand to make any money from having them, and that I'm not an investor in any stakeholder in any part of the deal. As a trustee of the Internet Society, I am wholly uncompensated in any way. Mike (1) You write: "Instead of addressing his concern you resort to saying economic reasons prevent them from raising prices unreasonably." This wasn't an "instead of" argument. It was the fundamental argument. The threat model you articulate is based on speculation, not actual evidence actually deriving from this actual transaction.

You really don't get it. Do you know how search engines rank content? https://moz.com/search-ranking-factors literally the top influencing factor is related to the domain. If someone had to give up their domain they lose the most influential part of search engine rankings. You say my primary argument is ad hominem but ignore actual logic and evidence. If you want to play stupid, you're welcome to continue. Anyone who has invested in a domain of any tld has a lock-in and associated switching cost which can be substantial. Losing your rankings in search is a big deal. Losing old email addresses. Needing to rebrand everything. Switching costs are very high and thus demand is inelastic. It's fundamental economics. Your inability to see a future unbiased by your vested interests continues to be disappointing. You seem to have no problem resorting to ad hominem calling me unbalanced, so certainly there is no moral high ground. My criticism of you stems from your compromised position as a board member of the organization trying to make over a billion dollars. It's a legitimate criticism, you're unable to argue in good faith because of your role. It's telling that there isn't a lot of support, only two people connected to the profiting organization making statements trying to defend this deal. You personally may not be compensated but you believe in isoc enough to sell out all the other non profits and support the idea that a private equity firm should be able to levy an internet tax at will essentially unregulated (because you couldn't put anything into a contract, because... It's hard?). Since you're responding, what would it take for isoc to back out of this deal? What is a dealbreaker for isoc to turn down the money and walk away? Do you accept 10% per year price increases are factually not historically accurate for .org? The whole premise of keeping price increases in check is already at a level triple historical norns.

You write: "Do you know how search engines rank content?" Yes. You write: "literally the top influencing factor is related to the domain" This statement doesn't support your claim. In addition, there's this at your link: 'Note that these factors are not "proof" of what search engines use to rank websites, but simply show the characteristics of web pages that tend to rank higher.' 'Your inability to see a future unbiased by your vested interests continues to be disappointing.' I'm not sure what "vested interests" you're referring to. (Do you know what "vested interest" are?) You write: 'You personally may not be compensated but you believe in isoc enough to sell out all the other non profits and support the idea that a private equity firm should be able to levy an internet tax at will essentially unregulated (because you couldn't put anything into a contract, because… It's hard?).' I haven't "sold out" any nonprofits. If you're trying to say that ISOC should have conditioned the sale on a contract term about pricing and price caps, you don't understand the contract-law reason why ISOC can't impose rights it does not have. You write: 'what would it take for isoc to back out of this deal? What is a dealbreaker for isoc to turn down the money and walk away?' It's not possible for ISOC to "back out of this deal." The question is not one of turning down the money--it's one of affirmatively causing a contract breach. I know a lot of this contract-law stuff is new to you, but you needn't take my word for it. Talk to other lawyers who've handled commercial contracts. 'Do you accept 10% per year price increases are factually not historically accurate for .org?' It has been a cap, not a trend. You write: 'My criticism of you stems from your compromised position as a board member of the organization trying to make over a billion dollars.' I don't feel "compromised," since I reached my decisions based on principles that I've articulated in my article and elsewhere, and on my reason and experience as someone who has worked in nonprofits and internet policy for 30 years.

Hi, Kevin. You write: 'So your only defense of the sale is that 'market forces' will correct bad behavior.' No, that's not my only defense. I also allude to public commitments regarding .ORG that, if broken, would almost certainly trigger government intervention. In addition, I should mention that your uninterrogated assumption is that the only way PIR is worth investing in is if they hike prices. As a technical matter, that's not true. The value proposition for acquisition of PIR is predictable, reliable year-over-year income based on renewals. You write: "You obviously miss the point and are likely being willfully ignorant of how a website's rank on search engine works. " I don't think I'm ignorant, "willfully" or otherwise. Certainly I've consulted with Google employees about how Google search works, and I'm aware of the cost of transition. But you're focusing on the cost of transition as a way of dodging my primary argument which is that the need to transition to a new TLD is highly unlikely, because that would only arise if PIR started to raise prices in way that's inconsistent with the whole point of the investment. You write: "Where is that in an enforceable contract? Sorry that a meaningless public commitment doesn't hold water from a company that solely exists to make profit from .ORG." It's possible that your law practice and experience dealing with regulators is vastly different from mine and superior to mine. But until you buttress statements like this with evidence deriving from the particular facts, I'm going to have to side with my own reasoning and experience on this one. You write: "Who is in charge of PIR and who is running Ethos? It's the old Donuts crew. Who said they had no plans to increase prices on new gTLDs." We didn't sell .ORG to Donuts, and Donuts didn't raise prices on .ORG. I understand that you have decided that Ethos will do with .ORG what Donuts did with some of their TLDs. But my view is that you've underscored the importance of Ethos's public commitment--with the eyes of regulators and legislators on them--not to do so with .ORG (that is, to keep price increases within the boundaries of the pre-existing price-increase caps). Maybe in your personal encounters with Congress and regulators you've found it easy to break your public promises, but that's not the norm. You write: "Just because you may have done something in the past doesn't mean what you're doing here now is right." Of course it doesn't, and all careful readers will already have noted that I don't make any such argument. You write: "You've shown yourself to be uninformed about the real costs of switching domain names and how important a role they play for an organization." Actually, I'm informed about them, and I know why .ORG is valuable to NGOs. I've given 30 years of my life to working for NGOs, both in policy and in general counsel roles, and there's no aspect of operating NGOs that I'm unfamiliar with, including costs. But, more importantly, you keep focusing on the cost of transition so as to avoid the argument that the transition to new TLD is unlikely to happen in the absence of a commitment-breaking renewal-price increase. And you keep asserting that the commitment-breaking massive renewal-price increase is going to happen. That's where your claims are entirely speculative, based in part, I think, on lack of awareness that companies may be bound by regulators' and legislators' expectations even in the absence of an express contractual term. (I'll note that PIR *already* has no price caps on renewal, and that has been true since before I joined the ISOC board last summer. ) Just for reference, the FTC generally has jurisdiction over commercial enterprises that, broadly speaking, engage in unfair and/or deceptive trade practices. The absence of a contractual term limiting cost increase becomes irrelevant when you recognize that breaking a promise to adhere to price caps after promising voluntary adherence to a cap is the kind of thing that gets FTC lawyers excited. You write: "Maybe actively making .ORG worse is wrong, you're trying to secure ISOC at the expense of .ORG." As I expressly have written, if securing ISOC's future had to be done at the expense of PIR and .ORG, I'd have voted against the deal. That's still true. You write: "If selling out .ORG to private equity after removing the price caps on it is the best way you can see to save .ORG past your lifetime, perhaps you need to step down." I hope it will be understood that my beliefs on this derive both from principle and from my drilling down into the facts and economics of very many aspects of this deal, including possible risks and consequences to stakeholders who are not themselves party to the deal. I'm sorry you can't see how someone might have a principled set of opinions different from yours, but I've never been someone who picked his opinions in order to win popularity contests, and I have no plans to cut my conscience to fit this year's fashions. I'm only human, and not immune to error, but my belief is that I've given more thought than my critics on this issue have done to how .ORG will survive and thrive fifty years from now. To #SaveDotOrg at the price of nailing it to the cross of a 1990s understanding of domain names seems breathtakingly shortsighted to me.

Ethos is already saying 10% per year and you're trying to argue price hikes aren't necessarily happening? This is simply delusional argument. Your argument is only crazy price hikes would drive people away and you will lead the charge to lala land. You are perfectly comfortable accepting a low level tax individually scaled to millions of organizations who are locked in because they are locked in because of high switching costs. As long as switching costs are below price increases they stay. Or more accurately as long as the attrition rate is below increased revenue it is ok. It doesn't matter that you're ok taking money away from the organizations trying to do good in the world. What's a few bucks taken from people trying to improve the human condition. They can afford a few bucks. Or go some other told. Maybe .WTF because that is the reason she to this whole ethos deal. You wanted an example of backing out of public commitments, I gave you one from donuts, a company PIR's CEO and ethos CEO are connected to. They backed out of a public commitment. Apparently an example involving the same people in the same industry isn't good enough for you. It's all ad hominem from me, right? Assuming you were an icann board member and had to delegate .org today, what kind of organization would you award it to and why? If that answer isn't ethos capital, how do you justify selling it to them except for the 1 billion obvious reasons?

If you want to see the rationale for Ethos's investment in buying PIR, it's here: http://www.circleid.com/posts/20200122_thoughts_on_our_npr_interview_about_dot_org_acquisition/ Specifically. there's this: 'Investment Thesis 'During our discussion on NPR (and many others), we have heard questions such as, "Why did Ethos pay so much for PIR?" and "What's in it for your investors?" I understand that this is where a lot of the fear about price increases comes from — at the heart of this, people are wondering why we would invest over $1 billion in PIR if we don't plan to profit by raising prices? As Erik Brooks, the Founder and CEO of Ethos, has stated previously, our investment thesis in buying PIR was very much driven by the stability and predictability of the company's current and historical performance. Like any business with stable revenues over time, the investment amount is one we're very comfortable with based on the current profitability of the business. When we first heard concerns on price constraints, it was easy to address them because we never had any plans for dramatic price increases. 'Price Restrictions 'Andrew made it clear that the removal of the price restrictions was not connected to the decision to sell PIR. As Andrew stated, various parties had expressed interest in acquiring PIR from the Internet Society before the price restrictions were removed. We have addressed these concerns directly: Ethos has committed to limiting any potential increase in the price of a .ORG domain registration to no more than 10% per year on average, even though today there are no regulatory pricing constraints on PIR or virtually any other domain name registry. At less than $10 today, .ORG is one of the most affordable domains in the world, and a 10% increase would equate to about $1. As such, .ORG will continue to be one of the most affordable domain names to use. As noted, without the transaction, PIR today could raise prices as much as it wished.'