ORD-2.2
A cloud or hosting provider discovering you are in breach, under ORD 2.2
Offers managed services to third parties as its primary business. You realise an obligation was missed, and it may have been missed for some time. 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, 10.1, 10.2, 10.3, 3.1, 5.1, 5.2
Who and what
The situation being resolved.
Actor
A cloud or hosting provider
Offers managed services to third parties as its primary business.
over 2M USD
Situation
Discovering you are in breach
You realise an obligation was missed, and it may have been missed for some time.
Rulings
3 questions resolved against the text.
Which tier applies?
Canopy. Offers managed services to third parties as its primary business. 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 happens on breach?
Thirty days to cure from written notice, under Section 10.1. Reinstatement is available on curing and paying what would have been owed, with interest, unless you have already had rights terminated for the same Work within twenty-four months. Downstream recipients who remain compliant are unaffected by Section 10.3.
Sections 10.1, 10.2, 10.3
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.