Fieldnote MCP

# Project Navi Client & Services License — **PNEUL‑C v2.2** *A plain‑language license for clients, partners, and website/product users engaging Project Navi’s services, materials, and spaces.* > **Plain‑English summary (non‑binding):** We work in a consent‑first, non‑extractive way. You keep your IP; we keep ours. Attribution is reasonable and waivable. We minimize and protect data. If ethics drift, we pause, realign, or wind down. Liability is limited; AI is probabilistic. When in doubt, ask and we’ll clarify in writing. --- ## 1) Definitions - **“Project Navi,” “we,” “us.”** Project Navi, steward of the DeepEthos / Compass frameworks and brand. - **“Client,” “you.”** The organization or person accepting these terms. - **“Services.”** Professional services such as consulting, design, training, systems architecture, workflow development. - **“Deliverables.”** Materials produced under a SOW/Order (docs, models, prompts, specs, configs, code, reports). - **“Materials.”** Pre‑existing Project Navi assets (frameworks, templates, examples). - **“Confidential Information.”** Non‑public information disclosed and marked or understood as confidential. - **“Personal Data.”** Any information relating to an identified or identifiable natural person. ## 2) Scope & Acceptance This license (“**PNEUL‑C**”) governs your access to and use of **Services**, **Deliverables**, our **sites and hosted tools**, and **Materials**. If a signed **Statement of Work (“SOW”)** or **Order Form** conflicts with these terms, the SOW/Order controls for that project (§15). ## 3) Relational Ethos & Ongoing Consent (Ethical Pause) We practice non‑extractive use, transparency of intent, and respect for human impact. Consent is **continuous** and **revisitable**. **Pause & Review.** Either party may request a Pause where there is a **good‑faith concern** of material harm, unlawful discrimination, or consent misalignment. The parties will meet within **5 business days** to assess scope and mitigations. During the Pause, **non‑essential work halts**; essential security/availability work may continue. If no remediation plan is agreed within **30 days**, either party may terminate the affected SOW; Client pays for work performed and reasonable, documented expenses (§14). ## 4) Acceptable Use (Non‑Extractive) You will not use Services/Deliverables to: (a) exploit, surveil, or coerce people; (b) enable unlawful discrimination; (c) circumvent safety/compliance controls; (d) misrepresent our work as solely your creation where attribution is required (§5). **Reasonable security testing and integration are welcome**—if unsure, ask. **Compliance.** Each party will comply with **export control and sanctions** laws and will not permit access by sanctioned parties or in embargoed jurisdictions. Anti‑bribery/anti‑corruption laws apply. **High‑risk domains.** For clinical, legal, safety‑critical, or other high‑risk contexts, Client will apply proportional safeguards, including **human review**. ## 5) Attribution (Required; Waivable) For **public‑facing** works based on Deliverables, include a reasonable credit such as: > “Built with Project Navi (DeepEthos/Compass) — project‑navi.com” For **internal‑only** materials, retain author/copyright notices in files. **At Client’s written request** (e.g., confidentiality, regulatory, or white‑label needs), Project Navi will grant an **attribution waiver**. Trademark use beyond attribution requires written consent (§13). ## 6) IP & License Grants **Your IP.** You retain rights to your data, systems, and pre‑existing materials. **Our IP.** We retain rights to Project Navi methods, DeepEthos/Compass Runtime logic, Differential Symbolic Calculus, templates, and brand assets. **Deliverable license.** Unless otherwise stated in a SOW, we grant a **non‑exclusive, non‑transferable** license to use Deliverables for **your internal business**, subject to PNEUL‑C and any third‑party licenses referenced within the Deliverables. **Open source.** Open‑source components are governed by their own licenses (e.g., AGPL‑3). This PNEUL‑C does not override third‑party terms. ## 7) Privacy, Confidentiality & DPA We minimize data, apply appropriate technical/organizational safeguards, and comply with applicable privacy laws. Each party protects the other’s **Confidential Information** and uses it only to perform under this license/SOW. **DPA.** Where **Personal Data** is processed, the parties agree to the **Project Navi Data Processing Addendum (DPA)** (incorporated by reference), including **Security Measures** and **Subprocessor List**. **Breach notice:** we will notify Client **without undue delay and within 72 hours** of confirming a Personal Data Breach. ## 8) Third‑Party Services Deliverables may interoperate with third‑party services; those are governed by their own terms. Project Navi is not responsible for third‑party terms, changes, or outages. ## 9) Feedback & Improvements If you share feedback or suggestions, you grant us a **non‑exclusive** license to use them to improve our frameworks, **excluding** your Confidential Information and Personal Data. ## 10) Warranties & Disclaimers We will provide Services with **reasonable care and skill**. Otherwise, Services, Materials, and Deliverables are provided **“as is”**; to the maximum extent permitted by law, we disclaim implied warranties (merchantability, fitness, non‑infringement). **AI outcomes are probabilistic;** Client remains responsible for final human review where appropriate. ## 11) Limitation of Liability Except for **(i) breach of confidentiality, (ii) IP infringement indemnity (if agreed in a SOW), (iii) willful misconduct or gross negligence**, **neither party** is liable for indirect or consequential damages. Each party’s **aggregate liability** under a SOW is capped at the **fees paid or payable for the 12 months** preceding the claim. ## 12) Force Majeure Neither party is liable for delays or failures caused by events beyond reasonable control (force majeure), provided it uses reasonable efforts to mitigate and resume performance. ## 13) Trademarks & Publicity No rights to our trademarks beyond attribution. Joint publicity requires mutual written consent. ## 14) Termination Either party may terminate an affected SOW for **uncured material breach** (30‑day cure). The **Ethical Pause** process (§3) applies to issues of harm or consent misalignment. Upon termination, you pay for work performed and reasonable, documented expenses; sections **5–13, 15–16** survive termination. ## 15) Order of Precedence & Changes If a signed **SOW** conflicts with this **PNEUL‑C**, the SOW governs for that project. We may update wording for clarity; **material changes** will be notified **at least 30 days** in advance and apply **prospectively** (next renewal or new SOW). ## 16) Governing Law; Venue As stated in the SOW/Order Form. If not specified, the law and venue of Project Navi’s principal place of business apply. ## 17) Entire Agreement; Survival This PNEUL‑C, together with the SOW/Order and the DPA (if applicable), forms the entire agreement for the Services. Sections **5–13, 15–17** survive termination. **End of PNEUL‑C v2.2**