======================================================================== OpenRoots Data License Version 1.0 ======================================================================== Identifier: ORD-1.0 Canonical URL: https://openroots.org/licenses/ord/1.0/ Canonical text: https://openroots.org/licenses/ord/1.0/legalcode.txt Effective: 2026-08-24 Fallback: CC-BY-4.0 Sunset: 36 months from the date of receipt Steward: OpenRoots ------------------------------------------------------------------------ This plain-text file is the canonical form of this instrument. Where any rendering of this instrument differs from these bytes, these bytes govern. A published version is never edited. A correction is issued as a new version, and every earlier version remains reachable at its canonical address permanently. The name OpenRoots, the instrument names, and the tier names are marks of the steward. The text below is free for anyone to adopt unmodified. The names may not be placed on a different text. ------------------------------------------------------------------------ PREAMBLE This Licence governs datasets and corpora. It exists because no widely adopted data licence answers the question of consent to machine learning training, and because Creative Commons has itself acknowledged that its licences were not drafted with that use in contemplation. A deviation from the canonical published text forfeits the right to describe the result as the OpenRoots Data License or as ORD. ------------------------------------------------------------------------ 1. DEFINITIONS 1.1 The Work means the dataset, corpus, annotation set, and accompanying documentation made available by the Licensor under this Licence, including every Modification the Licensor or a Contributor distributes as part of it. 1.2 Licensor means the individual or entity that owns or controls the rights in the Work and has published it under this Licence. 1.3 You, or Licensee, means any individual or Legal Entity exercising rights granted here. 1.4 Legal Entity means the acting entity together with every entity that controls it, is controlled by it, or shares common control with it. Control means owning more than fifty percent of the voting interest, or otherwise directing the management of that entity. 1.5 Annual Gross Revenue means the total gross revenue of the Legal Entity and every entity under common control with it, measured on a trailing twelve month basis and converted to United States Dollars at the rate published on the last day of the period. 1.6 Threshold Amount means Two Million United States Dollars, adjusted each first of January by the change in the United States Consumer Price Index for All Urban Consumers over the preceding calendar year. 1.7 Root Licensee means a Licensee at or below the Threshold Amount, and additionally any natural person, nonprofit organisation, educational institution, or government body, provided that entity is not acting as a reseller or intermediary for a Legal Entity above the Threshold Amount. 1.8 Canopy Licensee means any Legal Entity that is not a Root Licensee. 1.9 Production Use means using the Work, in whole or in part, in a system made available to a third party, whether internally at operating scope or externally to customers or the public. Development, testing, evaluation, research, and personal non-revenue use are not Production Use. 1.10 AI Training Use means using the Work, or any Derivative Work, Corpus Inclusion, or Extracted Fragment of it, as input to the training, fine-tuning, distillation, reinforcement, retrieval augmentation, embedding generation, or evaluation of a machine learning model, whether the Work is used directly by You or reaches the model through a scraped, mirrored, aggregated, or third-party dataset. 1.11 Corpus Inclusion means including the Work in any dataset, archive, index, or corpus compiled, maintained, or distributed for the purpose of AI Training Use, or with actual knowledge that it will be used for AI Training Use. 1.12 Extracted Fragment means any portion of the Work reproduced, word for word or substantially so, within a model's weights, embeddings, or outputs, including by memorisation, and whether or not the reproduction was intended by any party. 1.13 Competing Offering means a product or service, other than the Work as distributed by the Licensor, offered to third parties on a hosted or managed basis, providing the same core function as the Work such that a reasonable buyer would treat it as a substitute for a hosted offering operated by the Licensor. 1.14 Sunset Date means, for each dated release of the Work, the date falling the Sunset Period after that release was first distributed publicly. The Sunset Period is thirty-six months unless the Licensor publishes a different period of between twelve and sixty months at the time of that release. 1.15 Open Fallback Licence means the licence named in the header of this document, or another licence approved by the Open Source Initiative that the Licensor names in writing at the time of a release. 1.16 Clearinghouse means the collection and metering body, whether self-administered by the Licensor or a shared collecting body, that receives Canopy Reports and Compute Fees and remits payment. The Clearinghouse for this Work is named in Exhibit A. 1.17 Canopy Report means the quarterly self-certified revenue disclosure described in Section 5. 1.18 Modification means any addition to, deletion from, or change in the substance or structure of the Work, and datasets derived from the Work. 2. ROOT GRANT 2.1 Subject to Sections 6, 8, and 10, the Licensor grants each Root Licensee a worldwide, royalty-free, non-exclusive, irrevocable licence to access, query, analyse, reproduce, modify, merge, publish, distribute, and sublicense the Work, and, subject to Section 4, to make Production Use of the Work, for any purpose, without payment of any fee under this Licence. 2.2 The rights of a Root Licensee are equal in kind to those granted by the MIT Licence. They are not conditioned on field of endeavour, on industry, on business model, on geography, or on the number of users a Licensee serves. 2.3 A Root Licensee that later exceeds the Threshold Amount becomes a Canopy Licensee from that date forward. Rights already exercised are unaffected, and no payment is owed in respect of any period before the threshold was crossed. 3. CANOPY GRANT 3.1 Subject to Sections 4, 5, 6, 8, and 10, the Licensor grants each Canopy Licensee the rights described in Section 2.1, conditioned on compliance with Sections 4 and 5. 3.2 No negotiation, bespoke term, side letter, or discretionary waiver shall alter the rate or the mechanism stated in Section 5, for any Canopy Licensee, of any size, in any jurisdiction, save as provided in Section 3.3. 3.3 The Licensor may grant a specific Canopy Licensee a full waiver of the royalty under Section 5, provided that waiver is published publicly, is dated, and identifies the Canopy Licensee by name, so that the terms available to any Canopy Licensee remain a matter of public record and never a private arrangement. 4. COMPETING OFFERING RESTRICTION 4.1 A Canopy Licensee may not offer the Work, or a Derivative Work of it, as a Competing Offering unless it has first entered into a separate written commercial agreement with the Licensor for that purpose. 4.2 This Section does not restrict any of the following. Internal analysis, benchmarking, and evaluation by the Licensee. Publishing findings, statistics, and research results derived from the Work. Incorporating the Work into a larger dataset where it is not the primary value proposition of that dataset. Providing data engineering, curation, or hosting services on a customer's own infrastructure. 4.3 A Root Licensee is not subject to this Section. The restriction applies to Canopy Licensees only. 5. CANOPY ROYALTY 5.1 A Canopy Licensee making Production Use of the Work shall pay a royalty equal to zero point five percent of that portion of its Annual Gross Revenue directly attributable to products or services that depend on the Work, subject to a maximum of Two Hundred and Fifty Thousand United States Dollars per Legal Entity per calendar year. 5.2 A Canopy Licensee shall submit a Canopy Report to the Clearinghouse within thirty days of the end of each calendar quarter, stating in good faith its Annual Gross Revenue, the attribution methodology it applied under Section 5.1, and the amount remitted. 5.3 Good faith self-certification is the default compliance mechanism under this Licence. The Licensor or the Clearinghouse may request supporting documentation no more than once in any twelve month period per Canopy Licensee, absent a documented reason to suspect misstatement. Where such a reason is documented, an independent auditor may review the relevant financial records under a mutual non-disclosure agreement, at the requesting party's expense, unless the audit establishes an underpayment exceeding five percent of amounts properly due, in which case the audited Licensee shall bear the reasonable cost of that audit. 5.4 A royalty obligation does not attach retroactively. It begins to accrue on the date a Licensee first crosses the Threshold Amount and applies from that date forward only. 5.5 The Licensor may change the Clearinghouse without the consent of any Licensee, provided ninety days advance notice is published at the canonical address of this Licence and the rate stated in Section 5.1 is unchanged. 6. COMPUTE LICENCE FOR AI TRAINING USE 6.1 No right to perform AI Training Use is granted under Section 2 or Section 3. AI Training Use is licensed only under this Section 6, and requires payment of a Compute Fee regardless of the tier a Licensee otherwise occupies. 6.2 A party wishing to perform AI Training Use shall pay a Compute Fee to the Clearinghouse, computed as set out in Exhibit B, charged per one million records included in the training corpus, and remitted before or at the same time as the training run in which the Work is included. 6.3 A party holding a licence under this Section 6 shall, as a condition of that licence, implement reasonable technical measures such that any output of the resulting model which reproduces an Extracted Fragment above the threshold stated in Exhibit B carries a provenance disclosure identifying the Work and this Licence. 6.4 Nothing in this Section restricts a natural person reading, studying, or learning from the Work. Nothing in this Section restricts general purpose search indexing that does not meet the definition of AI Training Use in Section 1.10. 6.5 A party that performs AI Training Use on the Work, whether directly or by Corpus Inclusion, without a licence under this Section 6, holds no rights under this Licence with respect to that use. That use, and any Extracted Fragment resulting from it, constitutes infringement under applicable law, subject to whatever remedies the Licensor or its assignee elects to pursue. 7. AUTOMATIC CONVERSION TO THE OPEN FALLBACK LICENCE 7.1 On the Sunset Date applicable to a given release, that release becomes available to all persons under the Open Fallback Licence automatically, irrevocably, and without any further action by the Licensor or any other party. This is in addition to, and not in substitution for, any rights already granted under this Licence. 7.2 The Licensor ceasing to publish, to maintain, or to exist does not delay, suspend, or otherwise affect the conversion described in Section 7.1. The conversion is a term of this Licence itself. It binds the Licensor's successors, assigns, and any transferee of the rights in the Work, including a trustee or administrator appointed in an insolvency, and it is not subject to waiver, amendment, or discretionary reversal after the fact. 7.3 The Licensor may not, by amendment, by a subsequent version of this Licence, or by any other means, extend, shorten after the fact, or revoke a Sunset Date already fixed for a released version of the Work. 7.4 Each release carries its own Sunset Date. A later release does not extend, replace, or affect the Sunset Date of an earlier one. 8. PROVENANCE, CONSENT, AND SUBJECT RIGHTS 8.1 Every copy of the Work, or of a substantial portion of it, must retain the copyright notice, a copy of or reference to this Licence, the provenance record supplied with the Work, and an entry sufficient to identify the original Licensor and the applicable Sunset Date. 8.2 A Licensee distributing a Derivative Work shall carry the provenance record forward intact, and shall append a record of its own transformations sufficient for a recipient to trace the chain back to the original Licensor. 8.3 Where the Work contains information relating to identifiable natural persons, a Licensee shall not attempt to re-identify any individual, shall honour any withdrawal of consent communicated by the Licensor, and shall propagate that withdrawal to any Derivative Work it has distributed. 8.4 A person submitting a correction, an annotation, or a defect report to the Licensor represents that it is their own original work, or is appropriately licensed and identified as such, or, where produced with the assistance of an artificial intelligence tool, is disclosed as such together with the tool used. 9. PATENT GRANT AND PATENT PEACE 9.1 Subject to the conditions of this Licence, each Contributor grants each Licensee a worldwide, royalty-free, non-exclusive, irrevocable patent licence to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, limited to those patent claims licensable by that Contributor which are necessarily infringed by that Contributor's Modification alone or by the combination of that Modification with the Work to which it was contributed. 9.2 If a Licensee institutes patent litigation against any entity alleging that the Work, or a Modification incorporated in the Work, constitutes direct or contributory patent infringement, then the patent licences granted to that Licensee under this Licence for the Work terminate as of the date such litigation is filed. 10. TERMINATION AND REINSTATEMENT 10.1 This Licence and the rights granted under it terminate automatically if a Licensee breaches Section 4, 5, 6, or 8 and fails to cure that breach within thirty days of receiving written notice of it from the Licensor or the Clearinghouse. 10.2 A Licensee whose rights have terminated under this Section may have them reinstated on curing the breach and paying any amounts that would have been due had the breach not occurred, together with interest at the lesser of one and one half percent per month or the maximum rate permitted by applicable law, provided that Licensee has not previously had rights terminated under this Section in respect of the same Work within the preceding twenty-four months. 10.3 Termination under this Section does not affect rights already vested in third parties who received the Work from the terminated Licensee before termination, provided those third parties remain in compliance with this Licence. 11. TRADEMARK AND NOMINATIVE FAIR USE 11.1 This Licence does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary attribution under Section 8.1. 11.2 A Canopy Licensee in good standing on its obligations under Section 5 holds an irrevocable right to nominative fair use of the Licensor's name and marks, meaning a truthful statement such as built on, compatible with, or powered by, used to describe an actual technical relationship. That right may not be revoked, may not be conditioned on payment of any separate fee, and may not be used to apply pressure to a Canopy Licensee that is current on the Canopy Royalty. 12. DISCLAIMER OF WARRANTY 12.1 THE WORK IS PROVIDED ON AN AS IS BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WORK RESTS WITH THE LICENSEE. 13. LIMITATION OF LIABILITY 13.1 IN NO EVENT AND UNDER NO LEGAL THEORY SHALL THE LICENSOR OR ANY CONTRIBUTOR BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM, OUT OF, OR IN CONNECTION WITH THE WORK OR THE USE OR OTHER DEALINGS IN THE WORK, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.2 Nothing in this Licence excludes or limits liability that cannot lawfully be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud. 14. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION 14.1 This Licence is governed by the laws of the jurisdiction stated by the Licensor in Exhibit A, without regard to its conflict of law principles. Where the Licensor has stated no jurisdiction, the laws of the State of Delaware, United States of America, apply. 14.2 A dispute concerning an amount owed under Section 5 or Section 6 shall first be submitted to non-binding mediation before either party commences litigation in respect of it. 15. SEVERABILITY AND ENTIRE AGREEMENT 15.1 If any provision of this Licence is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed only to the minimum extent necessary to make it enforceable while preserving its original intent, with particular regard to the intent of Sections 6 and 7. 15.2 This Licence, together with its Exhibits, constitutes the entire agreement between the parties with respect to the Work and supersedes any prior or contemporaneous understanding, whether written or oral. 16. VERSIONING 16.1 The Licensor may publish new numbered versions of this Licence. A given release of the Work remains governed by the version of this Licence under which it was first published, unless the Licensor expressly states at the time of that release that a later version applies. 16.2 A published version of this Licence is never edited. A correction is issued as a new version, and every earlier version remains reachable at its canonical address permanently. ------------------------------------------------------------------------ EXHIBITS A. Exhibit A. Clearinghouse and Governing Law Completed by the Licensor at the time of release. These four values are the only per-project variables in the instrument. [ Clearinghouse ] Self-administered, or the name of a shared collecting body [ Payment mechanism and schedule ] Wire, ACH, or on-chain settlement, remitted quarterly [ Governing law jurisdiction ] Defaults to Delaware, United States if left blank [ Licensor contact ] The address that receives Canopy Reports and disputes B. Exhibit B. Compute Fee Schedule Completed by the Licensor at the time of release. A Licensor may set a zero fee and still retain the Section 6 disclosure conditions. [ Metric ] Per one million records, or per gigabyte, included in the corpus [ Rate ] A flat fee per run, or a per-unit fee against the metric above [ Reproduction threshold ] The de minimis floor above which Section 6.3 disclosure attaches [ Research carve-out ] Optional. Non-commercial academic training may be set to a zero fee ------------------------------------------------------------------------ END OF ORD-1.0