OpenRoots

ORD-2.2

A nonprofit or NGO being audited, under ORD 2.2

Charitable or public-benefit organisation, any size. The Licensor or Clearinghouse requests supporting documentation. This resolves to the Root tier.

Tier

Root

Owed

Nothing. No fee, no report, no filing.

Sections in play

1.7, 2.1, 2.2, 5.3

Who and what

The situation being resolved.

Actor

A nonprofit or NGO

Charitable or public-benefit organisation, any size.

any

Situation

Being audited

The Licensor or Clearinghouse requests supporting documentation.

Rulings

3 questions resolved against the text.

clear

Which tier applies?

Root. Charitable or public-benefit organisation, any size. 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

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.

  • 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.

Evaluating it internallyOperating it internallyShipping it in productionEmbedding it in a product you sellOffering it as a hosted serviceForking and modifying itRedistributing it without chargeReselling itRepackaging itPorting itListing it in a marketplaceUsing it in a larger productDeploying to customer-controlled infrastructureDeploying it for a paying clientTraining a model on itIncluding it in a datasetUsing it for retrieval augmentationCrossing the revenue thresholdBeing acquiredChecking licence continuityCombining it with other licencesNaming the project publiclyContributing backDiscovering you are in breachThe Licensor disappearsProducing an SBOM

Non-normative. Where this and the licence text disagree, the licence text applies.