OpenRoots

ORD-2.2

A government body crossing the revenue threshold, under ORD 2.2

Public sector at any level, national through municipal. Your organisation passes the threshold while already using the Work. This resolves to the Root tier.

Tier

Root

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 government body

Public sector at any level, national through municipal.

any

Situation

Crossing the revenue threshold

Your organisation passes the threshold while already using the Work.

Rulings

3 questions resolved against the text.

clear

Which tier applies?

Root. Public sector at any level, national through municipal. 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

clear

Is anything owed?

Nothing. No fee, no report, no filing.

Sections 2.1

clear

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.