ORD-2.2
An AI model provider being audited, under ORD 2.2
Trains, fine-tunes, or serves machine learning models commercially. The Licensor or Clearinghouse requests supporting documentation. 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
1.8, 3.1, 5.1, 5.2, 5.3
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 audited
The Licensor or Clearinghouse requests supporting documentation.
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
What can an audit actually require?
Documentation once in any twelve month period, absent a documented reason to suspect misstatement. Where such a reason exists, an independent auditor may review under mutual NDA at the requesting party's expense, unless an underpayment above five percent is established, in which case you bear the reasonable cost.
Sections 5.3
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.