OpenRoots

ORD-2.2

An early-stage startup reselling it, under ORD 2.2

Funded or bootstrapped, under the threshold, shipping a commercial product. Charging for the Work itself or a lightly modified substitute. This resolves to the Root tier.

Tier

Root

Owed

Nothing. No fee, no report, no filing.

Sections in play

1.13, 1.7, 1.9, 2.1, 2.2, 4.1, 4.2, 4.3

Who and what

The situation being resolved.

Actor

An early-stage startup

Funded or bootstrapped, under the threshold, shipping a commercial product.

under 2M 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?

Root. Funded or bootstrapped, under the threshold, shipping a commercial product. 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

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.

  • 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 chargeRepackaging 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 backBeing auditedDiscovering you are in breachThe Licensor disappearsProducing an SBOM

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