# Terms of Service — CLAVA Slate Branding Service

> **DRAFT SKELETON — NOT LEGAL ADVICE.** This is a starting structure authored by
> Rémi Moët-Buonaparte to be reviewed with, and where appropriate replaced or
> supplemented by, legal counsel before it is offered or relied upon. Bracketed
> items `[LIKE THIS]` are decisions for the Author and counsel. It governs *use of
> a service*; it does not transfer ownership — see `LICENSE`, `NOTICE`, and
> `CREDITS.md`, which it incorporates by reference.

**Effective date:** [DATE]  ·  **Version:** 0.1-draft  ·  **Author / Provider:** Rémi Moët-Buonaparte

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## 0. In plain language (summary — not a substitute for the terms below)

The CLAVA Slate branding tools and releases are a **service** provided by Rémi
Moët-Buonaparte (the "Provider"). An institution (the "Customer") may **use** the
service under these Terms. Using the service means agreeing to them. The Provider
keeps ownership of everything; the Customer gets a limited right to use the
outputs internally. Don't resell it, don't take it apart, don't strip the credit,
and don't modify a release (it's release-ID-stamped and integrity-checked on purpose). It's
provided as-is. Either side can end the arrangement; ownership and credit survive.

## 1. Definitions

- **Provider / Author** — Rémi Moët-Buonaparte, sole owner of the Work.
- **Work / "CLAVA"** — the branding platform, tools, and system as defined in `LICENSE`.
- **Service** — the Provider's operation of the Work to produce and deliver
  branding **outputs**: per-instance branding releases, the apply wizard, the
  AFINA editor tool, and accompanying documentation. The Service delivers outputs;
  it does **not** deliver the system that produces them.
- **Customer** — the institution authorized by the Provider to use the Service
  (e.g., Yale School of Management), including its personnel acting within scope.
- **Release** — a versioned, integrity-hashed, per-Customer release-ID-stamped branding
  output bundle.

## 2. Acceptance of these Terms

[CHOOSE THE ACCEPTANCE MODEL WITH COUNSEL — the recommended structure:]

2.1 **Institutional acceptance.** The Customer accepts these Terms by [an
authorized signatory executing an order form / written agreement that incorporates
these Terms by reference]. Acceptance at the institutional level binds the
Customer's personnel who use the Service.

2.2 **Acceptance by use (with notice).** Where these Terms are presented
conspicuously with the Service (in the tools, the release bundle, and the runbook),
continued use of the Service by the Customer or its personnel constitutes
acceptance of these Terms. *Note (for counsel): acceptance-by-use alone is the
weakest form; §2.1 institutional acceptance is the intended primary mechanism, with
§2.2 as reinforcement, not as the sole basis.*

2.3 **Authority.** Whoever accepts on the Customer's behalf represents they are
authorized to bind the Customer.

## 3. License to use

Subject to these Terms and any separate written grant, the Provider grants the
Customer a **limited, non-exclusive, non-transferable, non-sublicensable,
revocable** license to **use the delivered outputs internally** for operating the
Customer's own Slate instances, for the term of the arrangement. No other rights
are granted. This is a right to *use*, not a transfer of the Work. (See `LICENSE`.)

## 4. Ownership and attribution

4.1 The Provider retains all right, title, and interest in the Work and the
Service, including all intellectual property. Nothing here assigns or transfers
ownership. (See `LICENSE`, `NOTICE`, `docs/legal/PROVENANCE.md`.)

4.2 **Attribution is required and is not waived.** Credit to Rémi Moët-Buonaparte
and all attribution notices must be kept intact in any authorized use. (See
`CREDITS.md`.)

## 5. Restrictions

The Customer and its personnel will not: (a) resell, sublicense, redistribute, or
make the Service or outputs available to any third party; (b) reverse-engineer,
decompile, or attempt to derive the system that produces the outputs; (c) remove,
obscure, or alter any credit, license, release ID, or provenance notice; (d) modify
a Release (Releases are integrity-hashed and integrity-checked — modification voids
authorization); (e) use the Service outside the scope of these Terms or any
separate grant.

## 6. Integrity, release IDs, and privacy

6.1 **Disclosed release IDs.** Each Release carries a release ID for the Customer and
is integrity-checked. This is disclosed here and in the tools. Its purpose is
**attribution and integrity of the Provider's own artifact** — identifying which
authorized release a file came from and detecting modification.

6.2 **No surveillance of persons.** The Service observes **artifacts** (releases,
served outputs), never the people who use or operate it. Any integrity or version
signal, if used, is limited to `{release, intact}`-class data, carries **no**
personal or behavioral data, and is disclosed. (See `docs/RELEASE_PROTECTION_MODEL.md`.)

## 7. No warranty

THE SERVICE AND ALL OUTPUTS ARE PROVIDED **"AS IS"** AND **"AS AVAILABLE,"** WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. The Provider does not warrant that the Service will be
uninterrupted or error-free. [Counsel: confirm jurisdiction-appropriate phrasing.]

## 8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER WILL NOT BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF
DATA, REVENUE, OR GOODWILL, ARISING FROM USE OF THE SERVICE. THE PROVIDER'S TOTAL
AGGREGATE LIABILITY [IS LIMITED TO [AMOUNT / FEES PAID IN THE PRIOR [N] MONTHS] /
TO BE SET WITH COUNSEL]. [Counsel: align with any signed agreement.]

## 9. Content responsibility (AFINA tool)

The AFINA editor tool cleans markup deterministically and **flags** judgment calls;
it does not change the Customer's words, links, or the legal meaning of content.
The Customer remains responsible for reviewing and for the content it saves and
publishes.

## 10. Term and termination

These Terms apply for the duration of the arrangement. [Either party may terminate
on [NOTICE] / per the signed agreement.] On termination, the Customer stops using
the Service and, on request, ceases use of and/or destroys delivered outputs.
Sections 4 (ownership/attribution), 5 (restrictions), 7–8 (no warranty / liability),
and 11 survive termination.

## 11. Confidentiality of the system

The system that produces the outputs is not provided to the Customer and is the
Provider's confidential property. The Customer receives outputs and the apply
tooling only.

## 12. Changes, governing law, contact

12.1 The Provider may update these Terms; material changes will be communicated
[mechanism]. 12.2 Governing law and venue: [JURISDICTION — set with counsel,
noting the Customer may be a public institution]. 12.3 Contact the Provider to
request a license, a new Release, or additional instances.

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*Terms of Service for the CLAVA Slate branding Service. Authored by Rémi
Moët-Buonaparte. Credit required. DRAFT — not legal advice; review with counsel
before offering or relying upon.*