Technology Services Agreement — Woodfine Corporate

PointSav Digital Systems provides technology services to Woodfine Management Corp. under a contractual services agreement implementing the vendor-customer model. The agreement defines the scope of PointSav's engagement, the data obligations PointSav holds toward WMC, and the boundaries that prevent the technology services relationship from crossing into investment management or fiduciary advisory functions. PointSav's obligations operate alongside the Fiduciary Data Mandate under which WMC retains custody of all ledger data.

[edit]Key takeaways

PointSav is a contracted technology vendor, not a partner, co-manager, or advisor; it does not hold equity in WMC-managed properties or receive a share of investment returns.
WMC retains legal custody of all ledger data; PointSav is contractually obligated to deliver a complete data export on request and to destroy data on WMC's instruction at agreement termination.
Investment advice, investor onboarding, regulatory compliance, and all fiduciary functions are explicitly outside PointSav's engagement scope and belong solely to WMC.

[edit]Agreement structure

The services agreement establishes PointSav as a contracted technology vendor — not a partner, not a co-manager, and not an advisor on investment or fiduciary matters. PointSav delivers defined services; WMC directs those services and retains all data custody, investment decision authority, and investor relationship responsibility.

PointSav does not hold equity in any WMC-managed property under the agreement. PointSav does not receive a share of investment returns. Compensation is structured as a technology services fee, not as a carried interest or performance allocation.

[edit]Service scope

The agreement covers:

Platform development and software maintenance for the property ledger infrastructure and investor portal
Server infrastructure and private key management for ledger operations
Data export and portability services on WMC's request
Security monitoring and system integrity functions
Operational system support and incident response

Services outside this scope — investment advice, investor onboarding, regulatory compliance advice, fiduciary representation, and investor communications — are explicitly excluded from PointSav's engagement.

[edit]Data obligations

The agreement requires PointSav to maintain ledger data in formats accessible to WMC, to deliver a complete data export on request, and to destroy data pursuant to WMC's instructions at agreement termination. These obligations ensure that WMC's data custody rights are not dependent on the continuation of any specific technology services relationship.

PointSav does not transfer, sell, or independently use WMC-custodied data. All data processed under the agreement remains under WMC's legal custody.

[edit]Exclusions

PointSav does not provide:

Investment advice or recommendations on asset acquisition, disposition, or financing
Investor onboarding or investor suitability determinations
Regulatory compliance advice or fiduciary services
Representation of WMC to the OSC or any other regulatory body
Investor communications or reporting to security holders

These functions belong to WMC. Inquiries from investors about the platform or the ledger infrastructure are referred to WMC as the responsible fiduciary.

[edit]Separation of failure modes

The services agreement is structured so that an operational disruption at PointSav does not affect WMC's legal title to assets, and a financial event at WMC does not terminate PointSav's obligations to maintain data integrity and platform availability. Neither party's operational difficulties automatically impair the other's core function. This separation is the practical expression of the vendor-customer model at the contractual level.

[edit]The bottom line

The technology services agreement keeps PointSav's role strictly operational and technical, with no discretion over data, no investor-facing functions, and no participation in investment returns. WMC directs the platform and retains portable custody of all data, so WMC's operational control over the ledger is not contingent on any specific technology relationship. The agreement is structured so that an operational disruption at either party does not automatically impair the other's core function.

[edit]See also

Vendor-Customer Model — the structural separation between PointSav and WMC that the services agreement reflects
Data Governance — WMC's data custody framework that governs PointSav's obligations under the agreement
Property Ledger Technology — the technical infrastructure PointSav maintains under the agreement