ORM-2.2
A scale-up above the threshold crossing the revenue threshold, under ORM 2.2
Past the threshold on trailing revenue, now a Canopy Licensee. Your organisation passes the threshold while already using the Work. 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 scale-up above the threshold
Past the threshold on trailing revenue, now a Canopy Licensee.
20M to 100M USD
Situation
Crossing the revenue threshold
Your organisation passes the threshold while already using the Work.
Rulings
3 questions resolved against the text.
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
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
Cautions
What this situation gets wrong most often.
Section 8.3 forbids imposing a user ceiling, a regional exclusion, or an output-training restriction downstream where this licence imposes none. That prohibition is the point of the instrument.
Same actor
Other situations for this party.
Non-normative. Where this and the licence text disagree, the licence text applies.