ORL 1.1 · superseded
ORL 1.1 frozen legal code
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- 2026-08-24
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========================================================================
OpenRoots License
Version 1.1
========================================================================
Identifier: ORL-1.1
Canonical URL: https://openroots.org/licenses/orl/1.1/
Canonical text: https://openroots.org/licenses/orl/1.1/legalcode.txt
Effective: 2026-08-24
Conversion: None
Fallback: None
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 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.
------------------------------------------------------------------------
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
Licensee's larger independent product, that sells, sublicenses,
redistributes, hosts, ports, packages, or exposes the Work, or a
Derivative Work of it, in a manner whose value derives entirely
or substantially from the functionality, components, design,
corpus, weights, prompts, workflows, or other protected
substance of the Work, and that a reasonable buyer would treat
as a substitute for the Work or for a product or service
operated or authorized by the Licensor.
1.14 Commercialization means offering, selling, sublicensing,
reselling, distributing for consideration, hosting for
consideration, or otherwise monetizing access to the Work or to
a product or service whose value derives entirely or
substantially from the Work.
1.15 Substantial Independent Functionality means functionality,
content, data, model capability, workflow value, user
experience, or service value supplied by the Licensee that is
not merely configuration, restyling, renaming, format
conversion, wrapping, bundling, hosting, or porting of the Work.
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.
1.19 Contributor means the Licensor and any person or Legal Entity
that intentionally submits a Modification for inclusion in the
Work, whether by pull request, patch, or any other means, and
whose Modification is incorporated by the Licensor. The Licensor
is a Contributor in respect of the Work as first released.
1.20 Derivative Work means a work based on the Work that incorporates
a Modification, and that would infringe copyright in the Work if
made without permission. Mere aggregation with a separate and
independent work on the same medium or in the same distribution
is not a Derivative Work.
2. ROOT GRANT
2.1 Subject to Sections 4, 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 to make Production Use
of the Work, for any purpose, without payment of any fee under
this Licence.
2.2 Except for the Competing Offering restriction in Section 4 and
the separately licensed AI Training Use in Section 6, Root rights
are not conditioned on field of endeavour, industry, geography,
or number of users. Root status removes the Section 5 royalty; it
does not remove the obligations that this Licence applies to
every Licensee.
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 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 that delivers
substantial functionality independent of the Work, and where the
Work is not the capability the customer is principally paying
for. Repackaging the Work with configuration, hosting, or a user
interface does not qualify.
Providing professional services, support, consulting, training,
or managed deployment of the Work into infrastructure that the
customer owns and controls under its own account. This does not
extend to a standing offering marketed to the general public in
which the Licensee operates the Work on infrastructure it
controls.
Offering the Work through a platform that lists works from
multiple unaffiliated providers, where the customer selects the
Work by name and controls its configuration and lifecycle. A
platform whose principal offering is the Work, or which presents
the Work as its own service, is not within this exception.
4.3 This Section applies to every Licensee, including Root Licensees.
The Root tier permits ordinary commercial use inside the
Licensee's own larger product; it does not permit selling,
relicensing, repackaging, porting, hosting, or redistributing the
Work itself as the thing being commercialized.
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, receives no rights under this Licence with respect to
that use. Whether the conduct infringes an exclusive right, falls
within a statutory exception or limitation, or gives rise to any
remedy is determined by applicable law and the facts; this
Licence does not eliminate any exception or limitation that
cannot lawfully be waived.
7. NO FALLBACK LICENCE OR SUNSET CONVERSION
7.1 No release of the Work converts automatically to Apache-2.0, MIT,
Creative Commons, any Open Source Initiative approved licence, or
any other fallback licence by lapse of time.
7.2 The rights granted under this Licence continue under this Licence
only, subject to its conditions. A later version may be offered
by the Licensor, but a later version does not replace the version
attached to a release unless the Licensor expressly applies that
later version to that release.
7.3 A Licensee may not assert that any deadline, review date,
publication date, version date, or period of non-enforcement
creates a right to use the Work under any licence other than this
Licence.
7.4 The Licensor may publish replacement terms or a new version for
future releases. Those terms apply only according to Section 16.
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, the licence version applicable to the release, and
attribution records sufficient to identify the original Licensor
and any upstream third-party components whose notices must be
preserved.
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.
------------------------------------------------------------------------
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-1.1