ORD-2.2
A reseller or systems integrator being audited, under ORD 2.2
Packages and resells software built by others. 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
A reseller or systems integrator
Packages and resells software built by others.
varies
Situation
Being audited
The Licensor or Clearinghouse requests supporting documentation.
Rulings
3 questions resolved against the text.
Which tier applies?
Canopy. Packages and resells software built by others. 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 1.7 excludes an entity acting as a reseller or intermediary for a Legal Entity above the threshold from the Root tier, even where its own revenue is small.
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.