Terms and Conditions

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W.G. Preparedness Solutions LLC (updated December 2025)

These Terms and Conditions (“Terms”) govern all orders, services, and engagements accepted by W.G. Preparedness Solutions LLC (“WGPS,” “we,” “us,” or “our”) for the sale of physical goods (“Products”) and/or intellectual property, consulting, training, or related services (“Services”). These Terms apply unless superseded by a fully executed written agreement signed by authorized representatives of both parties.

Where Products include software (“Software”), such Software is licensed, not sold, and only pursuant to the applicable license terms. Any references to “sale” or “purchase” apply solely to non-Software Products.

Orders may be placed via https://wgprepare.org. You agree to provide accurate and complete information and authorize our third-party payment processor to charge all applicable fees, shipping, taxes, and charges. WGPS does not store or view credit card information.

Orders are for personal or gift use only and not for resale or commercial redistribution.

All prices are listed in U.S. dollars and exclude shipping, handling, and applicable taxes, which will be disclosed prior to checkout. Prices may change at any time without notice. You are solely responsible for all taxes and agree to indemnify WGPS against any tax-related liabilities arising from nonpayment.

Orders are subject to acceptance by WGPS. Acceptance occurs upon shipment confirmation. We reserve the right to reject or limit orders, quantities, or shipments at our sole discretion.

Delivery dates are estimates only. Title and risk of loss pass to you upon delivery to the carrier. WGPS is not liable for shipment delays.

Products are shipped using standard commercial practices. WGPS is not responsible for carrier delays, loss, or damage once transferred to the carrier.

All Services, digital content, intellectual property, and attempted payments are final and non-refundable, including where performance has commenced or effort has been expended. Participation in Services is at your own risk and discretion.

WGPS warrants that Products will be free from defects in materials and workmanship under normal use for one (1) year from purchase (or two (2) years if purchased in the EEA). This warranty excludes misuse, incompatibility, or unauthorized modification.

You are solely responsible for verifying compatibility of Products or Services with your equipment or systems. Incompatibility does not constitute a warranty claim or basis for refund.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WGPS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, REVENUE, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING FROM OR RELATED TO THESE TERMS, PRODUCTS, OR SERVICES, REGARDLESS OF THEORY OF LIABILITY.

TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Where Services are provided pursuant to an engagement letter (“Letter”):

• The Agreement becomes effective upon written acceptance, instruction to commence, or payment—whichever occurs first.
   
• These Terms are incorporated by reference and prevail over conflicting customer terms unless expressly agreed in writing.
   
• WGPS acts as an independent contractor, not an agent, partner, or joint venturer.
   
• Services are performed using professional judgment based on information provided by the client, without obligation to verify accuracy.
   
• Deliverables are for the client’s internal use only and may not be distributed without prior written consent.
   

Invoices are payable within 30 days unless otherwise stated. Late payments accrue interest at 2% per month. WGPS may suspend Services or terminate the Agreement for nonpayment. Undisputed amounts remain payable during any dispute.

All intellectual property, methodologies, and confidential information remain the exclusive property of WGPS unless expressly stated otherwise in writing.

WGPS is not liable for failure or delay caused by events beyond reasonable control, including natural disasters, labor disputes, war, pandemics, supply shortages, or government action.

• No assignment by you without written consent; WGPS may assign freely.
   
• Invalid provisions shall be enforced to the maximum extent permitted.
   
• These Terms constitute the entire agreement and supersede all prior communications.
   
• Modifications must be in writing and signed by authorized representatives.
   
• U.S. export laws apply.
   
• Notices must be in writing and delivered via recognized commercial means.
   
• The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.1 Obligations. If a party (“Receiving Party”) receives Confidential Information from the other (“Disclosing Party”) in connection with the Agreement, the Receiving Party will: (a) protect it using at least reasonable care (and no less than the care used for its own confidential information); (b) use it only to perform the Agreement; and (c) not disclose it to any third party without the Disclosing Party’s prior written consent, except as allowed below.

14.2 Unauthorized disclosure. The Receiving Party will promptly notify the Disclosing Party upon becoming aware of any unauthorized disclosure and cooperate to mitigate harm and prevent further misuse.

14.3 Permitted disclosures (need-to-know). The Receiving Party may disclose Confidential Information to: (a) its legal advisers and auditors; (b) regulators; (c) its directors, officers, and employees; and (d) where WGPS is the service provider, its Affiliates and subcontractors and their personnel (collectively, “Authorized Recipients”), provided the Receiving Party ensures Authorized Recipients are bound by confidentiality obligations no less protective than these Terms. The Receiving Party remains responsible for its Authorized Recipients’ compliance.

14.4 Exclusions. Confidentiality obligations do not apply to information that the Receiving Party can demonstrate: (a) was known before disclosure; (b) becomes public without breach; (c) is received lawfully from a third party without duty of confidentiality; (d) is approved in writing for release by the Disclosing Party; (e) is independently developed without use of the Confidential Information; or (f) must be disclosed by law or regulation (subject to notice where legally permitted).

14.5 Ownership; use in Deliverables. Confidential Information remains the Disclosing Party’s property; however, the Principal grants the Consultant an irrevocable, perpetual, non-exclusive right to use and reproduce the Principal’s Confidential Information within Deliverables solely as necessary to perform the Agreement and subject to Section 14.1.

14.6 Return or destruction. Within 30 days after termination/expiration (or earlier upon written request), the Receiving Party will cease use and return or destroy Confidential Information and copies/extracts, unless retention is permitted below.

14.7 Archival retention. The Principal agrees the Consultant may retain the Principal’s Confidential Information in secure archives as required by applicable law and/or reasonable quality assurance processes.

15.1 Consultant IP. “Consultant IP” means all intellectual property owned or controlled by the Consultant before or outside the Agreement, and all tools, methodologies, templates, techniques, and materials used or created by/for the Consultant in performing the Agreement. The Principal will execute documents reasonably necessary to confirm or vest Consultant IP in the Consultant or its nominee.

15.2 Principal IP. “Principal IP” means all intellectual property owned or controlled by the Principal and provided (directly or indirectly) to the Consultant for purposes of the Agreement.

15.3 Ownership. Consultant IP (including any enhancements/modifications) remains vested exclusively in the Consultant.

15.4 Limited license to Principal. Upon full and final payment, the Consultant grants the Principal a royalty-free, worldwide, non-exclusive, non-transferable right to use Consultant IP only as embedded in the Services/Deliverables and only for the Agreement’s purpose, subject to these Terms. The Principal may not alter, add to, deface, or remove ownership notices without the Consultant’s prior written consent. For material breach, the Consultant may withdraw this license.

15.5 Original work; non-infringement (limited). The Consultant warrants the Deliverables are the original work of the Consultant/its personnel/subcontractors unless stated otherwise, and to the Consultant’s knowledge do not infringe or misappropriate third-party rights.

15.6 IP indemnity (limited). The Consultant will indemnify and hold harmless the Principal for reasonably incurred losses, damages, costs (including reasonable legal fees), expenses, and liabilities from a third-party claim that the Services/Deliverables infringe third-party IP rights, subject to Sections 15.7–15.9.

15.7 Notice. The Principal must notify the Consultant in writing within 48 hours of receiving an infringement claim (by registered mail with acknowledgment of receipt).

15.8 Indemnity exclusions. Sections 15.5–15.6 do not apply to claims arising from: (a) the Consultant following the Principal’s specific written instructions; (b) changes made by the Principal or others under its direction; (c) the Consultant’s reliance on information supplied by the Principal (or under its direction); or (d) failure to provide notice per Section 15.7.

15.9 Control of defense. The Consultant has sole control of the defense and negotiations. The Principal will not admit liability without prior written consent and will provide reasonable assistance.

15.10 Marks. Neither party may use the other’s trade names or trademarks without authorization.

16.1 A “defect” exists only if Services/Deliverables are not in material conformity with the applicable standard of care in the Agreement.

16.2 The Principal must report defects within 30 days after completion/delivery.

16.3 If a defect is attributable to the Consultant, the Consultant’s liability is limited to: (a) re-performing corrective Services at its expense where reasonably capable of remedy; or (b) if not capable of remedy (or not remedied within 30 days after notice), refunding Fees paid for the defective Services/Deliverables.

17.1 Cap; exclusions. The Consultant’s cumulative liability for all Claims arising out of or relating to the Agreement will not exceed the Fees paid for the Services giving rise to the Claim. In no event will the Consultant (or its directors, officers, employees, advisors, subcontractors, or Affiliates) be liable for indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for lost profits, revenues, business opportunities, diminution in value, or reputational/goodwill damages, regardless of theory or foreseeability.

17.2 Third-party indemnity above cap. The Principal will indemnify, hold harmless, and (upon written request) defend the Consultant and its related persons against third-party Claims arising out of or relating to the Agreement to the extent such Claims exceed the liability cap in Section 17.1.

17.3 Third-party beneficiaries. The Consultant’s related persons have the benefit of the limitations, exclusions, and indemnities in this Section 17.

17.4 Time bar. The Principal may not bring legal action more than 3 months after becoming aware of a Claim, and in any event Claims are time-barred 6 months after the event causing the damage.

17.5 Application notwithstanding negligence. Sections 17.1–17.4 apply notwithstanding negligence or breach of duty (statutory or otherwise) and regardless of theory (contract, tort, strict liability, etc.).

17.6 Carve-outs; non-waivable rights. These limitations do not apply to fraud by the Consultant or its directors/senior managers, or wilful concealment, wilful intent, gross negligence, or wilful recklessness. Nothing limits liability where prohibited by applicable law.

17.7 Risk allocation. Fees reflect the parties’ agreed allocation of risk; this Section 17 is an essential basis of the Agreement.

17.8 Mitigation. Each party must use reasonable efforts to mitigate Claims.

17.9 Force majeure termination. If a Force Majeure Event prevents performance for more than 60 continuous days, the non-affected party may terminate on 30 days’ written notice.

17.10 Insurance. Each party will maintain adequate insurance at its own expense and provide evidence upon written request.

18.1 Termination Event. A Termination Event includes: (a) material breach with substantial effect; (b) theft, wilful misconduct, gross negligence, fraud, or fraudulent misrepresentation in connection with the Agreement; (c) stopping/suspending (or threatening to stop/suspend) payment of debts or inability to pay debts as due; or (d) steps toward administration, winding up, bankruptcy, or similar proceedings.

18.2 Term. The Agreement begins on the Effective Date and terminates automatically when Services are complete and all Fees/Expenses/taxes are paid, unless terminated earlier.

18.3 Termination procedure. For non-remediable Termination Events, the non-breaching party may terminate immediately by written notice. For remediable events, the non-breaching party may require cure within 30 days; failure to cure permits immediate termination by written notice.

18.4 Amounts due on termination. Upon termination for any reason, the Principal must pay all Fees/Expenses/taxes for Services performed through termination within 5 business days. Accrued rights and remedies survive.

19.1 If the Letter conflicts with these Terms, the Letter controls only to the extent necessary to resolve the conflict.
19.2 The Agreement (including these Terms) is the entire agreement and supersedes prior statements and documents.
19.3 Survival: provisions intended to survive (including payment, confidentiality, IP, warranties, indemnities, and liability limits) survive termination/expiration.
19.4 No “drafting against” rule applies.
19.5 Waivers must be in writing and signed; waiver of one breach is not a waiver of others.
19.6 Severability: invalid provisions are enforced to the maximum extent permitted and replaced with a similar lawful provision; the remainder remains effective.
19.7 Further assurances: each party will execute further documents reasonably required to carry out the Agreement.

20.1 The parties will attempt good-faith informal resolution first. If unresolved, disputes will be brought exclusively in the competent court of the Consultant’s Jurisdiction.
20.2 The Agreement is governed by the laws of the Consultant’s Jurisdiction.