ORD-2.2
A consultancy or agency being acquired, under ORD 2.2
Delivering client work using the Work, billing the client for services. Your company is bought by a larger one, or you buy a Licensee. This resolves to the Root tier.
Tier
Owed
Nothing. No fee, no report, no filing.
Sections in play
1.4, 1.7, 2.1, 2.2, 2.3, 5.4
Who and what
The situation being resolved.
Actor
A consultancy or agency
Delivering client work using the Work, billing the client for services.
under 2M USD
Situation
Being acquired
Your company is bought by a larger one, or you buy a Licensee.
Rulings
3 questions resolved against the text.
Which tier applies?
Root. Delivering client work using the Work, billing the client for services. 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?
Nothing. No fee, no report, no filing.
Sections 2.1
Is anything owed retroactively?
No. Section 5.4 states the obligation begins on the date the threshold is crossed and applies forward only. Rights already exercised are unaffected. On an acquisition, Section 1.4 aggregates entities under common control, so the acquirer's revenue is what counts from the closing date.
Sections 1.4, 5.4, 2.3
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.
Section 8.3 of ORD requires a withdrawal of consent to propagate to any derivative you have distributed. Whether that is operationally achievable at depth is a published open question.
Same actor
Other situations for this party.
Non-normative. Where this and the licence text disagree, the licence text applies.