OpenRoots

ORL-2.2

An individual developer being acquired, under ORL 2.2

One person, no company, releasing or consuming work in their own name. Your company is bought by a larger one, or you buy a Licensee. This resolves to the Root tier.

Tier

Root

Owed

Nothing. No fee, no report, no filing.

Sections in play

1.4, 1.7, 2.1, 2.2, 2.3, 5.4

Who and what

The situation being resolved.

Actor

An individual developer

One person, no company, releasing or consuming work in their own name.

none

Situation

Being acquired

Your company is bought by a larger one, or you buy a Licensee.

Rulings

3 questions resolved against the text.

clear

Which tier applies?

Root. One person, no company, releasing or consuming work in their own name. 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

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

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.

Same actor

Other situations for this party.