OpenRoots

ORD-2.2

A scale-up above the threshold reselling it, under ORD 2.2

Past the threshold on trailing revenue, now a Canopy Licensee. Charging for the Work itself or a lightly modified substitute. This resolves to the Canopy tier.

Tier

Canopy

Owed

0.5% of revenue attributable to products or services that depend on the Work, capped at $250,000 per year, plus a quarterly Canopy Report.

Sections in play

1.13, 1.8, 1.9, 3.1, 4.1, 4.2, 4.3, 5.1, 5.2

Who and what

The situation being resolved.

Actor

A scale-up above the threshold

Past the threshold on trailing revenue, now a Canopy Licensee.

20M to 100M USD

Situation

Reselling it

Charging for the Work itself or a lightly modified substitute.

Rulings

4 questions resolved against the text.

clear

Which tier applies?

Canopy. Past the threshold on trailing revenue, now a Canopy Licensee. 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

clear

Is anything owed?

0.5% of revenue attributable to products or services that depend on the Work, capped at $250,000 per year, plus a quarterly Canopy Report.

Sections 5.1, 5.2

clear

Does this count as Production Use?

Yes. Charging for the Work itself or a lightly modified substitute. Section 1.9 covers internal operation at operating scope and systems made available externally to customers or the public. Development, testing, evaluation, research, and personal non-revenue use remain outside it.

Sections 1.9

conditional

Is this a Competing Offering?

Yes if the value derives entirely or substantially from the Work itself. Section 4 applies to every Licensee, including Root. A larger independent product remains allowed, but selling, porting, repackaging, hosting, or redistributing the Work as the product requires a separate written agreement.

Sections 1.13, 4.1, 4.2, 4.3

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.