ORD-2.2
An AI model provider being acquired, under ORD 2.2
Trains, fine-tunes, or serves machine learning models commercially. Your company is bought by a larger one, or you buy a Licensee. This resolves to the Canopy tier.
Tier
Owed
A quarterly Canopy Report. Section 5.1 imposes a royalty only when the Canopy Licensee makes Production Use.
Sections in play
1.4, 1.8, 2.3, 3.1, 5.1, 5.2, 5.4
Who and what
The situation being resolved.
Actor
An AI model provider
Trains, fine-tunes, or serves machine learning models commercially.
over 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?
Canopy. Trains, fine-tunes, or serves machine learning models commercially. Section 5.2 reporting applies; the Section 5.1 royalty attaches when the Licensee makes Production Use and only to attributable revenue.
Sections 1.8, 3.1, 5.1
Is anything owed?
A quarterly Canopy Report. Section 5.1 imposes a royalty only when the Canopy Licensee makes Production Use.
Sections 5.1, 5.2
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.
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.