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Legal and IP structure

The PointSav legal structure describes the three-corporation topology that governs intellectual property transfer from contributors to vendor to customer. A squash-and-merge git operation serves as the atomic IP-transfer event; the vendor is the only party bridging contributors and the customer. The design is intentional: contributor experimental commits never reach the customer, and the customer's operational records never reach the vendor. This article covers the three-corporation topology, the IP-transfer mechanic, the contributor protocol, the intended license structure, and the planned patent streams.

The three corporations

PointSav exists inside a deliberate three-corporation topology:

Entity Type Role
Woodfine Capital Projects Inc. Parent 100% owner of both subsidiaries; real-property operating company
PointSav Digital Systems Subsidiary (vendor) IP holder; designs and builds the technology
Woodfine Management Corp. Subsidiary (customer) Operates real-property assets; PointSav's first and reference customer

The intercompany flow is unidirectional: vendor builds → customer adopts → customer deploys. PointSav never receives the customer's operational records; the customer never edits vendor source.

The squash-and-merge IP transfer

The most distinctive legal mechanic is how intellectual property moves from a contributor into the corporate vendor and onward to the customer. The transfer is treated as an atomic legal event implemented through a specific git operation: squash-and-merge.

Phase Actor Action Legal meaning
Bid Contributor (jwoodfine or pwoodfine) Push and open pull request Submission of work product; not yet approved or paid
Acquisition Vendor (PointSav) Squash-and-merge The contributor's commit history is stripped; a single corporate commit is minted; ownership transfers to PointSav
Distribution Vendor (PointSav) Tag a release The audited code becomes a packaged Product Release
Procurement Customer (Woodfine Management Corp.) Upstream sync The customer pulls only signed release tags from the vendor; never touches the contributor
Execution Production host Deploy The customer's licensed copy runs in production
Reset Contributor Trunk-based rebase The contributor's local environment is wiped to match the vendor's verified standard, ready for the next cycle

Squash-and-merge does the legal work because it rewrites history. The contributor's experimental commits, prototype attempts, and abandoned approaches do not survive into the corporate ledger. What survives is a single clean commit owned by PointSav and signed by the system administrator — consistent with the first-ownership posture under Canadian Copyright Act § 13(3).

The double-blind air-gap

A strict separation governs the three roles:

Forbidden interaction Reason
Contributor pushing directly to Woodfine repos Eliminates the possibility of unaudited contractor code reaching the customer
Customer reading contributor forks Eliminates exposure to in-progress or rejected work
Vendor permitting either of the above Would dissolve the vendor as a verification gate

PointSav (the vendor org on GitHub) is the only entity that sees both contributors and the customer. The bridge runs through the vendor and only through the vendor.

Contributor assignment protocol

For paid contributors, the binding contract for a specific assignment is a handwritten note, not a digital ticket. The protocol enforces a deliberate, physical record of who agreed to what and when — an authority-of-assignment record that satisfies the documentation requirements of fiduciary and personnel-risk governance. The full contributor taxonomy is described in the contributor-model.

A handwritten note is harder to forge, harder to lose, and clearer in its intent than a digital tracking entry or a messaging-platform thread.

Contributor roles and fiduciary designation

Canadian regulatory practice distinguishes between roles with fiduciary authority — strategic and financial decision-making — and roles with operational authority — daily execution. PointSav's GitHub permissions reflect this split:

  • The pointsav and woodfine GitHub organisations are owned by both the strategic and operational principals.
  • Routine contributions flow through the staging-tier contributor identities (jwoodfine and pwoodfine), which alternate per commit.
  • The system administrator identity (ps-administrator) holds the cross-org administrative key material and does not participate in routine staging-tier work.

Strategic and fiduciary decisions are escalated outside the routine contributor tier; the system administrator is the only identity with cross-org write access to canonical repositories.

License strategy (intended)

The intended licensing pattern follows an open-core model. All licensing targets are planned and subject to the BCSC continuous-disclosure posture [ni-51-102] [osc-sn-51-721]:

Component Planned licence
os-totebox, os-console, os-workplace (open core) Apache 2.0 + Sovereign Addendum (planned)
os-orchestration (commercial aggregator) Proprietary (planned)
service-pointsav-link (the Diode adapter) Proprietary, sold as an enterprise add-on (planned)

The Sovereign Addendum is the planned licence extension intended to guarantee that the running instance — not just the source code — remains the user's property and is freely transferable between hardware substrates. The pattern follows the open-core model: open core attracts adoption; proprietary services produce revenue.

Patent strategy (intended)

Two distinct patent streams are planned. All patent claims are forward-looking statements subject to the BCSC continuous-disclosure posture [ni-51-102] [osc-sn-51-721]:

Patent stream Owner Subject
Technical PointSav Digital Systems (planned) The seL4 microkernel bridging, the Capability-Based Manager, the Diode protocol
Operational Woodfine (planned) The Direct-Hold Solution and the systematic tokenisation of real property as a real asset

The streams do not overlap: PointSav Digital Systems is intended to patent the substrate; Woodfine is intended to patent the customer business mechanism.

The Sovereign Data Foundation (planned)

A planned governance partner, the Sovereign Data Foundation, is intended to oversee the integrity of the open-source components of the PointSav substrate. The Sovereign Data Foundation is referred to in planned and intended terms only; no active oversight role, equity position, or governance authority is asserted at this time. All references to the Sovereign Data Foundation in public communications carry planned and intended language only, per the BCSC continuous-disclosure posture [ni-51-102] [osc-sn-51-721].

See also

Important Information

Important Information

Corporate structure. PointSav Digital Systems ("PointSav") is a trade name of Woodfine Capital Projects Inc. ("Woodfine"). PointSav does not itself offer, sell, or solicit any security. Any securities offering associated with Woodfine's real-property direct-hold solutions is made exclusively by Woodfine, and only by means of the applicable Private Placement Memorandum.

No investment advice. This wiki's content is provided for engineering, operational, research, and development purposes. Nothing on this wiki constitutes investment advice or a solicitation to invest in any Woodfine partnership or direct-hold solution.

Intellectual property. The PointSav name, trade name, wordmark, and marks, together with all current and future PointSav- and Totebox-branded products, services, and offerings — and the software, source code, documentation, design system, and all related materials — are proprietary to Woodfine and its affiliates, except for components identified as open source. No rights are granted except as expressly set out in a written license or agreement. See TRADEMARK.md in this repository for the full trademark notice.

Open source components. Portions of the platform are made available under permissive open-source licenses identified in the accompanying repository. Use of those components is governed by their respective license terms.

No warranty; informational use. Content on this wiki is provided for general informational purposes only and does not constitute a representation, warranty, or commitment with respect to product functionality, availability, pricing, or roadmap. Some articles describe planned or intended features, capabilities, and milestones — language such as "planned," "intended," "targeted," "may," and "expected" marks this forward-looking content, which is subject to change and does not constitute a commitment regarding future performance.

Confidentiality. Where an article describes an operational or deployment detail that is not intended for public disclosure, that article is not published on this wiki. Content here is general-purpose engineering documentation, not customer-specific configuration.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

Changes to this notice. PointSav may update this notice from time to time; the version posted on this page governs.

Not a filing system. This wiki is not a securities filing system, an electronic disclosure repository, or a substitute for SEDAR+ or any other regulatory filing system. Formal securities filings are made through the applicable regulatory filing system, not through this wiki.

Full disclaimer. This notice supplements, and does not replace, the full Disclaimers article. In the event of any conflict, the full Disclaimers article governs.

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