ORL 2.1 · superseded
ORL 2.1 frozen legal code
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- 2026-08-27
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========================================================================
OpenRoots License
Version 2.1
========================================================================
Identifier: ORL-2.1
Canonical URL: https://openroots.org/licenses/orl/2.1/
Canonical text: https://openroots.org/licenses/orl/2.1/legalcode.txt
Effective: 2026-08-27
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 Twenty Million United States Dollars,
unless the Licensor states a different figure in the project
schedule, in which case that figure governs every release the
schedule accompanies. A schedule may not state a Threshold Amount
below Two Million United States Dollars. The figure applying to a
release is 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.
1.21 High-Risk Use has the meaning given in Section 18.1.
1.22 Affiliate has the meaning given in Section 22.1, and revenue is
measured across a Licensee and its Affiliates on the combined
basis stated in Section 22.2.
2. ROOT GRANT
2.1 Subject to Sections 4, 6, 8, 10, 17, 19, 21, 22, and 23, 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, 10, 17, 19, 21, 22, and 23, 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 the amount by which
that portion of its Annual Gross Revenue directly attributable to
products or services that depend on the Work exceeds the
Threshold Amount, subject to a maximum of Two Hundred and Fifty
Thousand United States Dollars per Legal Entity per calendar
year. Revenue at or below the Threshold Amount bears no royalty
under this Section.
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 any other
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.
9.3 This Licence grants no rights in a Licensee's own patents, and
nothing in it obliges a Licensee to grant a patent licence to any
other person except as Section 9.1 provides in respect of that
Licensee's own Modifications. The patent licence granted under
Section 9.1 does not extend to a combination of the Work with
anything not supplied by the Contributor, where the infringement
arises only from that combination.
9.4 Termination under Section 9.2 applies only to the patent licences
granted under this Licence, and does not terminate the copyright
licence granted under Section 2 or Section 3. A Licensee whose
patent licence has terminated under that Section may not
distribute the Work or a Derivative Work of it without first
obtaining a patent licence from the affected Contributor.
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.
10.4 A breach of Section 17, 19, 21, 22, or 23 is subject to the same
notice, cure, reinstatement, and downstream provisions as
Sections 10.1 to 10.3. A breach of any other Section gives the
Licensor the remedies available at law, and does not of itself
terminate 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.
11.3 The name of this Licence, its version number, its identifiers,
and any badge published by the licensor of this Licence to
indicate its use may be applied only to an unmodified text of
this Licence and to a Work actually licensed under it. A
modified text may be published freely, and may not be published
under this name or under a name confusingly similar to it.
11.4 A Licensee whose rights under this Licence have terminated shall
cease to state or imply that the Work it distributes is licensed
under this Licence, and shall remove any badge that says so. The
right in Section 11.2 does not survive termination, and a
terminated Licensee may make only the nominative use that
applicable law independently permits.
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.
12.2 The Licensor is under no obligation to provide support,
maintenance, updates, security patches, migration assistance, or
a service level of any kind, and is under no obligation to
continue publishing the Work. Where the Licensor does provide
any of these, it does so voluntarily and without creating an
obligation to continue.
12.3 Where applicable law confers a warranty or a right that cannot
lawfully be excluded, Section 12.1 applies to the fullest extent
that law permits and no further, and nothing in this Licence
affects the statutory rights of a Licensee that deals as a
consumer.
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.
13.3 Where liability cannot lawfully be excluded but may lawfully be
limited, the total aggregate liability of the Licensor and every
Contributor, taken together, for all claims arising under or in
connection with this Licence, is limited to the greater of the
total amount paid by the Licensee under Sections 5 and 6 in the
twelve months preceding the event giving rise to the claim, or
one hundred United States dollars.
13.4 Sections 13.1 and 13.3 do not apply to liability arising from a
party's fraud, wilful misconduct, or gross negligence, nor to a
Licensee's obligation to pay an amount due under Section 5 or
Section 6, nor to a Licensee's indemnity under Section 18.3.
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.
14.3 The United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Licence.
14.4 Nothing in Section 14.2 prevents either party from seeking
interim or injunctive relief from a court of competent
jurisdiction to restrain an actual or threatened breach of
Section 4, Section 6, Section 11, or Section 21.
14.5 A dispute under this Licence is brought in an individual
capacity. Neither party may bring a claim as a representative or
class member, or consolidate a claim with that of another
Licensee, except where applicable law makes such a restriction
unenforceable.
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, its Exhibits, and the accompanying documentation
this Licence expressly requires the Licensor to provide,
constitute the entire agreement between the parties with respect
to the Work and supersede any prior or contemporaneous
understanding, whether written or oral.
15.3 A failure or delay in exercising a right under this Licence is
not a waiver of it, and a single or partial exercise of a right
does not prevent its further exercise. A waiver is effective
only if given in writing, and only for the instance and the
purpose for which it was given.
15.4 The rights and remedies in this Licence are cumulative and in
addition to any right or remedy available at law or in equity,
except where this Licence expressly states otherwise.
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.
16.3 The authoritative text of a given version is the text published
at the canonical address for that version, and a digest of that
text is published alongside it. A copy of this Licence whose
digest matches the published digest is the authoritative text.
Where a copy and the published text differ, the published text
governs.
16.4 A Licensor that wishes a release to be governed by a later
version states so expressly at the time of that release. Silence
is not adoption, and no later version reaches a release
published before it.
16.5 The per-project schedule contemplated by Sections 1 and 6 is
published by the Licensor alongside the Work. It is not part of
the text to which Section 16.3 applies, so completing it does
not modify this Licence, does not alter the published digest,
and does not affect the right to state under Section 11.3 that
the Work is licensed under this Licence.
17. COMPLIANCE WITH LAW, EXPORT CONTROL, AND SANCTIONS
17.1 Each Licensee is responsible for its own compliance with every
law that applies to its use of the Work, including export
control, sanctions, competition, consumer protection,
employment, tax, and sector-specific regulation. This Licence
grants rights in the Work. It does not grant permission to do
anything that law forbids, and it does not relieve a Licensee of
any licence, registration, clearance, or approval that law
separately requires.
17.2 The Work may be subject to export control and economic sanctions
law in one or more jurisdictions. A Licensee may not export,
re-export, transfer, or make the Work available, directly or
indirectly, to any person, entity, or destination where doing so
would breach applicable export control or sanctions law, and may
not use the Work for any end use those laws prohibit.
17.3 A Licensee represents that it is not, and is not owned or
controlled by, a person or entity subject to sanctions that
would prohibit the grant made here, and that it is not acting on
behalf of such a person or entity. If that representation ceases
to be true, the rights granted under this Licence are suspended
for so long as the prohibition applies.
17.4 Nothing in this Licence requires the Licensor to furnish, and
the Licensor is not obliged to furnish, any export
classification, commodity code, or licence determination for the
Work. A Licensee that needs such a determination is responsible
for obtaining it.
18. HIGH-RISK AND SAFETY-CRITICAL USE
18.1 High-Risk Use means any use in which failure, error, inaccuracy,
or unavailability of the Work could reasonably be expected to
lead to death, personal injury, serious damage to property, or
severe environmental harm. It includes medical devices and
clinical decision support, diagnosis, triage, and treatment;
life support and patient monitoring; the operation of aircraft,
spacecraft, rail, marine, or autonomous road vehicles; nuclear
facilities; weapons and munitions systems; the control of
critical infrastructure including energy, water, and
telecommunications; and emergency dispatch and response.
18.2 The Work is general-purpose software. It is not designed,
tested, validated, certified, or supplied for High-Risk Use, and
no representation to the contrary is made anywhere in this
Licence or in any accompanying documentation.
18.3 A Licensee that puts the Work to High-Risk Use does so on its
own responsibility, and is solely responsible for the design,
validation, verification, clinical or safety evaluation,
regulatory clearance, certification, monitoring, incident
reporting, and human oversight that its use requires. That
Licensee shall indemnify and hold harmless the Licensor and
every Contributor against claims, losses, and costs arising from
its High-Risk Use.
18.4 Nothing in this Section constitutes medical, clinical, legal,
engineering, financial, or safety advice, and nothing in it
certifies the Work as fit for any purpose or grants any
regulatory approval. Where applicable law limits the effect of a
disclaimer of this kind, this Section applies to the fullest
extent that law permits and no further.
18.5 The indemnity in Section 18.3 is conditional on the Licensor
notifying the Licensee promptly of a claim, allowing the
Licensee to control the defence and any settlement with counsel
of its choosing, and giving reasonable assistance at the
Licensee's cost. It does not extend to loss caused by the fraud,
wilful misconduct, or gross negligence of the Licensor or a
Contributor, and it does not apply to a Licensee that deals as a
consumer, or to a public body that lacks authority to give it.
19. PERSONAL DATA AND SUBJECT RIGHTS
19.1 Publishing the Work under this Licence is not, by itself, an act
that determines the purposes or the means of any processing a
Licensee carries out with the Work, and creates no data
processing relationship between the parties. A Licensee
determines its own purposes and means, and is responsible for
its own lawful basis, notices, records, transfers, retention,
and security. Where the Licensor separately operates a service,
receives data, or otherwise takes part in processing, the
Licensor role under applicable law is fixed by that activity and
not by this Section.
19.2 Where the Work itself contains or encodes personal data, the
Licensor states what it knows about the source and lawful basis
of that data in the accompanying documentation, and a Licensee
shall not use the Work in a way that exceeds the basis so
stated.
19.3 A Licensee shall not attempt to re-identify any individual from
the Work, from a Derivative Work, or from the output of a system
built with it, except where re-identification is itself the
lawful and disclosed purpose of the processing and is permitted
by the documentation accompanying the Work.
19.4 A request from a data subject is answered by the party that
holds the data to which the request relates. A Licensee that
receives a request concerning data it holds shall not forward it
to the Licensor as though the Licensor were responsible for it,
and the Licensor is under no obligation to act on such a request
in respect of a Licensee's own processing.
20. THIRD-PARTY COMPONENTS AND UPSTREAM TERMS
20.1 The Work may include, depend on, or be distributed alongside
components owned by third parties and licensed on their own
terms. Those terms govern those components. This Licence applies
only to what the Licensor is entitled to license, and grants no
rights in a third-party component beyond what the third party
itself grants.
20.2 The Licensor shall identify each third-party component it knows
to be included in the Work, and the terms on which that
component is supplied, in the accompanying documentation. A
Licensee is responsible for reviewing those terms and for
complying with them, including any obligation that is more
restrictive than this Licence.
20.3 Nothing in this Licence obliges the Licensor to obtain,
maintain, or renew any third-party right, or to continue
distributing any third-party component. If an upstream right
lapses or is withdrawn, the Licensor may remove the affected
component from later releases of the Work without that removal
being a breach of this Licence.
21. SECURITY, INTEGRITY, AND VULNERABILITY DISCLOSURE
21.1 A Licensee shall not remove, disable, obscure, or circumvent any
security control, integrity check, digital signature, watermark,
provenance record, or safety mitigation present in the Work,
except as Section 21.2 permits, or where the Licensee states
clearly in the documentation accompanying any Derivative Work it
distributes what was removed or disabled and why. Where this
Section and Section 21.2 both reach the same conduct, Section
21.2 governs.
21.2 This Section takes priority over Section 21.1. A Licensee that
discovers a security vulnerability in the Work is encouraged to
report it to the Licensor at the address in Exhibit A before
disclosing it publicly, and to allow a reasonable period for a
fix. Nothing in this Licence prohibits, restricts, or penalises
good-faith security research, coordinated disclosure, or the
publication of findings after a reasonable period has passed.
21.3 The Licensor does not warrant that the Work is free of
vulnerabilities, and is under no obligation to provide a patch,
a fix, a backport, or a support period of any length. Where the
Licensor does publish a fix, it does so under this same Licence
unless it states otherwise at the time.
22. ASSIGNMENT, AFFILIATES, AND CHANGE OF CONTROL
22.1 Affiliate means an entity that controls, is controlled by, or is
under common control with a Licensee, where control means
holding more than fifty percent of the voting interests or the
power to direct management. Rights granted to a Licensee extend
to its Affiliates for so long as they remain Affiliates, and the
Licensee is responsible for their compliance.
22.2 Annual Gross Revenue, and the portion of it attributable to the
Work under Section 5.1, are measured across a Licensee and its
Affiliates on a combined basis. A Licensee may not divide,
restructure, or allocate revenue, entities, or use of the Work
among Affiliates or related parties for the purpose or with the
effect of remaining below the Threshold Amount.
22.3 A Licensee may not assign or transfer this Licence, in whole or
in part, without the Licensor's prior written consent, except
that a Licensee may assign it in its entirety to a successor in
connection with a merger, acquisition, or sale of substantially
all of its assets, on written notice to the Licensor, provided
the successor assumes every obligation under it.
22.4 On a change of control, the tier of the surviving or acquiring
entity is determined from that entity's own Annual Gross
Revenue, measured across it and its Affiliates from the date the
change takes effect. Rights already exercised are unaffected,
and no payment is owed in respect of any period before that
date.
22.5 The Licensor may assign this Licence freely, including to a
successor entity or to a body established to steward the Work.
Assignment by the Licensor does not alter the terms that apply
to any release already published.
23. RECORDS, REPORTING, AND AUDIT
23.1 A Canopy Licensee shall keep records sufficient to verify the
amounts reported and paid under Section 5, and a Licensee making
AI Training Use shall keep records sufficient to verify the
metric reported under Section 6. Records shall be kept for three
years from the end of the period to which they relate.
23.2 This Section supplements Section 5.3, and where both reach the
same payments the examination limit in this Section governs
while the confidentiality protection in Section 5.3 applies in
addition. On not less than thirty days written notice, and not
more than once in any twelve-month period, the Licensor or the
Clearinghouse may appoint an independent auditor bound by
confidentiality to examine those records during normal business
hours, for the sole purpose of verifying amounts due. The
auditor reports only whether the amounts were correct and, if
not, by how much.
23.3 The Licensor bears the cost of the audit, except that if the
audit shows an underpayment of more than five percent for the
period examined, the Licensee shall bear the reasonable cost of
the audit and pay the shortfall with interest at the rate stated
in Section 10.2.
23.4 A Licensee is not required to disclose, and an auditor may not
require, information subject to legal privilege, information
whose disclosure would breach a confidentiality obligation owed
to a third party, or personal data beyond what is strictly
necessary to verify the amount due. A Licensee that withholds
information on the ground of a confidentiality obligation owed
to a third party shall use reasonable efforts to obtain consent
to disclose it to the auditor, and shall supply a redacted
extract sufficient to verify the amount due.
24. REGULATORY ROLES AND COOPERATION
24.1 Role under applicable regulation is fixed by what each party
actually does, and this Section records that conduct rather than
deciding the question. A Licensee that places the Work, a
Derivative Work, or a system incorporating either on the market,
puts it into service, or deploys it under its own name or mark
takes on the obligations that regulation attaches to that role.
The Licensor's role is limited to publishing the Work under this
Licence, and publication alone does not make the Licensor a
provider, manufacturer, importer, distributor, or deployer of
any system a Licensee builds.
24.2 On reasonable written request from a Licensee that is subject to
a regulatory obligation in respect of the Work, the Licensor
shall provide such technical documentation about the Work as it
already holds and is free to share, on terms including
confidentiality where appropriate. The Licensor is not obliged
to create documentation it does not hold, to conduct a
conformity assessment, or to bear the cost of a Licensee's
compliance.
24.3 A Licensee shall not represent, in a regulatory filing, a
conformity declaration, a market submission, or a public
statement, that the Licensor has assessed, approved, certified,
or accepted responsibility for the Licensee's system, unless the
Licensor has agreed in writing to that statement.
25. NOTICES
25.1 A notice under this Licence is given in writing to the Licensor
contact stated in Exhibit A, or to the Licensee at the address
it has given for the purpose or, failing that, at its registered
office or its published contact address. Notice by electronic
mail is effective if a delivery confirmation is received or if
the recipient acknowledges it.
25.2 A notice is effective on receipt, or on the fifth business day
after despatch by a tracked delivery service, whichever is
earlier. A cure period under Section 10.1 runs from the date the
notice is effective.
26. SURVIVAL
26.1 Sections 1, 8, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 23, 24,
25, 26, 27, and 28 survive termination or expiry of this
Licence, together with any obligation to pay an amount that
accrued before termination, and any provision that by its nature
is intended to survive.
26.2 Termination does not entitle a Licensee to a refund of any
amount already paid, and does not discharge an amount already
due.
26.3 The rights granted under Sections 2 and 3 are perpetual and last
for the duration of the rights in the Work. They do not lapse
with time, and a reference in this Section to expiry is a
reference to the expiry of those underlying rights and to
nothing else.
27. INTERPRETATION AND CONSTRUCTION
27.1 Headings are for convenience and do not affect interpretation.
The singular includes the plural and the plural the singular.
The words including, includes, and in particular introduce
examples and do not limit what precedes them. A reference to a
statute includes any successor to it.
27.2 The English text published at the canonical address is the
operative text of this Licence. A translation is provided for
understanding and, in the event of a conflict, the English text
governs.
27.3 No rule of construction that resolves ambiguity against the
party that drafted an instrument applies to this Licence, which
is published as a standard form for general adoption rather than
negotiated between the parties to any particular release.
27.4 Where a term used in this Licence is also defined in applicable
law, the definition in Section 1 governs the meaning of that
term in this Licence, and the statutory definition governs the
application of that law.
28. RELATIONSHIP OF THE PARTIES
28.1 This Licence does not create a partnership, joint enterprise,
agency, franchise, employment, or fiduciary relationship between
the Licensor and any Licensee, and neither may bind the other or
hold itself out as able to do so.
28.2 This Licence is not exclusive. The Licensor may license the Work
to any other person, on these or on different terms, and may
itself use and commercialise the Work without restriction.
28.3 There is no third-party beneficiary of this Licence other than a
Contributor in respect of Sections 9, 12, 13, and 18, each of
whom may rely on those Sections directly.
29. FORCE MAJEURE AND EXCUSED PERFORMANCE
29.1 Neither party is liable for a failure or delay in performing a
non-monetary obligation under this Licence to the extent it is
caused by an event beyond that party's reasonable control,
including natural disaster, war, civil unrest, epidemic,
industrial action, failure of a public network or utility, and
an act of government. The affected party shall notify the other
and resume performance as soon as it reasonably can.
29.2 This Section does not excuse an obligation to pay an amount that
is due, and does not extend a cure period under Section 10.1 by
more than ninety days.
30. GOVERNMENT AND PUBLIC-SECTOR USE
30.1 Where the Work was in fact developed at private expense, it is
commercial in character and a government or public-sector
Licensee acquires only the rights granted by this Licence, and
no greater rights arise by operation of a procurement rule, a
standard contract clause, or an unlimited-rights provision,
except to the extent applicable law makes that outcome mandatory
and unwaivable.
30.2 Where the funding history of the Work brings mandatory
government data rights into play, those rights apply according
to their own terms and this Section does not displace them.
Where mandatory law prevents a government Licensee from agreeing
to a term of this Licence, that term applies to the fullest
extent the law permits, the remainder continues in force under
Section 15, and the Licensor may decline to supply the Work on
any other basis.
30.3 A public-sector Licensee that is required to publish the terms
on which it acquired the Work may publish this Licence and the
canonical address at which it is held. It may not publish a
modified text under the name of this Licence.
------------------------------------------------------------------------
PROJECT SCHEDULE
This instrument is completed by a project schedule carrying the
per-project values named in Section 1 and Section 6. The schedule is
published by the Licensor alongside the Work, and is not part of the
text digested here, so completing it never changes these bytes. The
blank template is published at the canonical address.
A. Exhibit A. Threshold, Clearinghouse and Governing Law
B. Exhibit B. Compute Fee Schedule
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END OF ORL-2.1