OpenRoots

ORL-2.2

An enterprise crossing the revenue threshold, under ORL 2.2

Large organisation with procurement, legal review, and an SBOM process. Your organisation passes the threshold while already using the Work. This resolves to the Canopy tier.

Tier

Canopy

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

An enterprise

Large organisation with procurement, legal review, and an SBOM process.

over 50M USD

Situation

Crossing the revenue threshold

Your organisation passes the threshold while already using the Work.

Rulings

3 questions resolved against the text.

clear

Which tier applies?

Canopy. Large organisation with procurement, legal review, and an SBOM process. 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?

A quarterly Canopy Report. Section 5.1 imposes a royalty only when the Canopy Licensee makes Production Use.

Sections 5.1, 5.2

clear

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.