OpenRoots

ORM-2.2

A scale-up above the threshold listing it in a marketplace, under ORM 2.2

Past the threshold on trailing revenue, now a Canopy Licensee. Listing the Work by name on a multi-provider platform where the customer controls its lifecycle. This resolves to the Canopy tier.

Tier

Canopy

Owed

0.5% of revenue attributable to products or services that depend on the Work, capped at $250,000 per year, plus a quarterly Canopy Report.

Sections in play

1.8, 1.9, 3.1, 5.1, 5.2

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

Listing it in a marketplace

Listing the Work by name on a multi-provider platform where the customer controls its lifecycle.

Rulings

3 questions resolved against the text.

clear

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

clear

Is anything owed?

0.5% of revenue attributable to products or services that depend on the Work, capped at $250,000 per year, plus a quarterly Canopy Report.

Sections 5.1, 5.2

clear

Does this count as Production Use?

Yes. Listing the Work by name on a multi-provider platform where the customer controls its lifecycle. 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

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.