OpenRoots

ORM-2.2

A side business being audited, under ORM 2.2

A sole trader or small partnership earning under six figures from the work. The Licensor or Clearinghouse requests supporting documentation. This resolves to the Root tier.

Tier

Root

Owed

Nothing. No fee, no report, no filing.

Sections in play

1.7, 2.1, 2.2, 5.3

Who and what

The situation being resolved.

Actor

A side business

A sole trader or small partnership earning under six figures from the work.

under 100k USD

Situation

Being audited

The Licensor or Clearinghouse requests supporting documentation.

Rulings

3 questions resolved against the text.

clear

Which tier applies?

Root. A sole trader or small partnership earning under six figures from the work. 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

What can an audit actually require?

Documentation once in any twelve month period, absent a documented reason to suspect misstatement. Where such a reason exists, an independent auditor may review under mutual NDA at the requesting party's expense, unless an underpayment above five percent is established, in which case you bear the reasonable cost.

Sections 5.3

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.

  • 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.