======================================================================== 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 ------------------------------------------------------------------------ END OF ORL-2.1