ORL-2.2
A cloud or hosting provider being acquired, under ORL 2.2
Offers managed services to third parties as its primary business. Your company is bought by a larger one, or you buy a Licensee. 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
1.4, 1.8, 2.3, 3.1, 5.1, 5.2, 5.4
Who and what
The situation being resolved.
Actor
A cloud or hosting provider
Offers managed services to third parties as its primary business.
over 2M USD
Situation
Being acquired
Your company is bought by a larger one, or you buy a Licensee.
Rulings
3 questions resolved against the text.
Which tier applies?
Canopy. Offers managed services to third parties as its primary business. 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
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
Same actor
Other situations for this party.
Non-normative. Where this and the licence text disagree, the licence text applies.