ORL 1.0 frozen legal code

========================================================================
                           OpenRoots License
                              Version 1.0
========================================================================

Identifier:      ORL-1.0
Canonical URL:   https://openroots.org/licenses/orl/1.0/
Canonical text:  https://openroots.org/licenses/orl/1.0/legalcode.txt
Effective:       2026-08-24
Fallback:        Apache-2.0
Sunset:          36 months from the date of receipt
Steward:         OpenRoots

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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.

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PREAMBLE

  This Licence is one fixed text, adopted word for word in the way the
  MIT Licence and the Apache Licence are adopted word for word. No
  adopter's legal department should bear the cost of reviewing a bespoke
  contract in order to use software published under a common instrument.

  A deviation from the canonical published text forfeits the right to
  describe the result as the OpenRoots License, as ORL, or by any
  variation of those names. The text is free to adopt. The name is not
  free to place on a different text.

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1. DEFINITIONS

  1.1  The Work means the source code, object code, and 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 works 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 use, 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.

       Operating the Work for the Licensee's own internal Production
       Use, at any scope.

       Incorporating the Work into a larger product where the Work is
       not the primary value proposition of that product.

       Providing professional services, support, consulting, training,
       or managed deployment of the Work on a customer's own
       infrastructure.

       Offering the Work as part of a platform where the customer
       selects and controls it, rather than being sold it as a
       substitute service.

  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 thousand source files 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, ATTRIBUTION, AND CONTRIBUTION INTEGRITY

  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, and an entry sufficient to identify the original
       Licensor and the Sunset Date applicable to that release.

  8.2  A person submitting a Modification, an issue, or a defect report
       to the Licensor represents, as a condition of that submission
       being accepted, that it is their own original work, or is
       appropriately licensed for inclusion and identified as such, or,
       where it was produced with the assistance of an artificial
       intelligence tool, is disclosed as such at the time of submission
       together with the tool used.

  8.3  A Licensee distributing a Modification shall identify, in a form
       a recipient can locate, which portions of the distributed Work
       were altered relative to the Licensor's release.

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.

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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 thousand source files, or per million tokens, 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

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END OF ORL-1.0