ORA-2.2
An early-stage startup using it for retrieval augmentation, under ORA 2.2
Funded or bootstrapped, under the threshold, shipping a commercial product. Indexing the Work so a model can retrieve from it at inference time. This resolves to the Root tier with a Compute licence required on top.
Tier
Owed
No royalty, but a Compute Fee before the training run. The Root tier does not include training at any size.
Sections in play
1.7, 2.1, 2.2, 6.1, 6.2, 6.3, 6.5
Who and what
The situation being resolved.
Actor
An early-stage startup
Funded or bootstrapped, under the threshold, shipping a commercial product.
under 2M USD
Situation
Using it for retrieval augmentation
Indexing the Work so a model can retrieve from it at inference time.
Rulings
4 questions resolved against the text.
Which tier applies?
Root. Funded or bootstrapped, under the threshold, shipping a commercial product. Below $20,000,000 in trailing revenue, or within an exempt category, no Canopy royalty applies. Sections 4, 6, 8, and 10 still bind every Licensee.
Sections 1.7, 2.1, 2.2
Is anything owed?
No royalty, but a Compute Fee before the training run. The Root tier does not include training at any size.
Sections 6.1, 6.2
Does training need its own licence?
Yes, at every tier including Root. Section 6.1 removes AI Training Use from the base grant entirely. The fee is charged per 1,000 skill or prompt files in the training corpus. Training without it is not a lesser breach of these terms, it sits outside the licence, which Section 6.5 treats as infringement.
Sections 6.1, 6.2, 6.5
What must the resulting model do?
Carry provenance disclosure on output that reproduces the Work substantially word for word, above the threshold set in Exhibit B. Section 6.3 targets the attribution harm alleged against Copilot rather than attempting to police memorisation.
Sections 6.3
Cautions
What this situation gets wrong most often.
Revenue is measured across entities under common control, per Section 1.4. A parent company above the threshold makes its subsidiary a Canopy Licensee regardless of that subsidiary's own turnover.
Corpus Inclusion under Section 1.11 reaches datasets compiled with actual knowledge they will be used for training. Passing the Work to a third party who trains on it does not move the obligation off you.
Retrieval augmentation falls inside the Section 1.10 definition. Whether that is the right line is one of the published open questions rather than a settled point.
Attribution lives in the package manifest under ORA 8.1, not only in documentation, because an agent package is installed by a machine that never reads a directory listing.
Same actor
Other situations for this party.
Non-normative. Where this and the licence text disagree, the licence text applies.