Terms of Service

Contracting Entity and Trading Name

The contracting party under these Terms is WINGUARDIAN.NET LLC, a limited liability company organised under the laws of the State of California, United States, California Secretary of State entity number 202201110795 ('WinGuardian.net LLC', 'we', 'us', or 'our'). WINGUARDIAN.NET LLC operates more than one line of business. Its software engineering, artificial intelligence, and technology consulting practice is conducted under the trading name 'WinGuardian.net', which is a brand and trading name of WINGUARDIAN.NET LLC and not a separate legal entity. Any reference in these Terms, on our website, or in any marketing material to 'WinGuardian.net' means WINGUARDIAN.NET LLC. All rights, obligations, and liabilities described in these Terms are held and owed by WINGUARDIAN.NET LLC.

Notices. Notices to us under these Terms may be given by United States certified mail, return receipt requested, to WINGUARDIAN.NET LLC, 6816 Katella Ave #1026, Cypress, CA 90630, United States, or by email to legal@winguardian.net. Postal notices are deemed received three (3) business days after mailing; email notices are deemed received on the next business day after transmission. The address above is our designated address for contractual notices only. It is not an address for service of process; service of process must be made on our registered agent for service of process as shown on the current records of the California Secretary of State.

1. Acceptance of Terms

By accessing the WINGUARDIAN.NET LLC platform, you agree to these Terms of Service in full. WINGUARDIAN.NET LLC provides 'Intelligence as a Service,' encompassing software development, AI integration, strategic consulting, and the WinGuardian.net Partner Program. If you do not agree to these terms, please discontinue use of our platform immediately.

2. Engagement Models — Client Services

Services to clients are rendered under either Project-Based Statements of Work (SOWs) or Retainer Agreements ('Guardian Shield'). Specific deliverables and payment schedules are defined in your individual contract. Nothing in these Terms supersedes the terms of a signed SOW or Retainer Agreement.

3. WinGuardian.net Partner Program

3.1 Program Overview

The WinGuardian.net Partner Program ('Program') is a structured referral and collaboration program operated by WINGUARDIAN.NET LLC and open to approved third-party organisations and individuals ('Partners'). Participation is subject to a completed application, administrator approval, and acceptance of the Partner Program Agreement ('PPA'). The PPA governs the specific terms of each tier and is incorporated by reference into these Terms of Service.

3.2 Partner Tiers

The Program comprises four tiers, each with a defined commission rate on qualifying referred revenue and a minimum rolling 12-month Annual Referral Value (ARV) requirement:

Early Birds — 10% commission, $0 minimum ARV
Strategic Ally — 15% commission, $5,000 minimum ARV
Acceleration Partner — 20% commission, $20,000 minimum ARV
Ecosystem Architect — 25% commission, $100,000 minimum ARV

Tier entitlements are additive: each tier inherits all entitlements of tiers below it, plus its own tier-specific benefits. WINGUARDIAN.NET LLC reserves the right to modify tier structures with 30 days' written notice to existing Partners.

3.3 Commission Calculation and Payment

Commissions are calculated on the net value of referred and approved client payments received by WINGUARDIAN.NET LLC. Commissions are paid manually by WINGUARDIAN.NET LLC following verification of the qualifying referral. Disputed commission amounts must be raised in writing within 30 days of the relevant payment date. WINGUARDIAN.NET LLC's determination of qualifying revenue is final.

3.4 Tier Progression

Partner tiers are evaluated on a rolling 12-month ARV basis. Tier upgrades take effect automatically when a Partner's ARV exceeds the threshold for the next tier. Tier downgrades take effect immediately when ARV falls below the minimum threshold for the Partner's current tier. All Partner data and accrued entitlements are preserved on downgrade; access to higher-tier modules is gated until the relevant ARV threshold is met again.

3.5 Partner Obligations

Partners agree not to: (a) engage in deceptive, misleading, or fraudulent referral practices; (b) misrepresent WINGUARDIAN.NET LLC's services, pricing, or capabilities to prospects or clients; (c) refer clients who are not genuine, qualified prospects; or (d) use WINGUARDIAN.NET LLC's brand, name, or intellectual property outside the scope expressly permitted under the Program. WINGUARDIAN.NET LLC reserves the right to reject any referral that does not meet quality standards, with or without explanation.

3.6 Partner Program Termination

Either party may terminate a Partner's participation in the Program with 14 days' written notice. Upon termination: (a) commissions accrued for approved referrals prior to the termination date will be paid in accordance with the standard payment process; (b) access to all Partner Portal modules and resources is revoked; and (c) the Partner must cease use of any WINGUARDIAN.NET LLC co-branded materials. WINGUARDIAN.NET LLC may terminate a Partner's access immediately, without notice, in the event of a material breach of these Terms or the PPA.

4. Intellectual Property

Upon full payment, Custom Code developed specifically for a Client becomes Client property. WINGUARDIAN.NET LLC retains all rights to its pre-existing Core Frameworks, Libraries, and AI Engines, granting the Client a perpetual, non-exclusive license to use them. Partner-facing materials provided through the WinGuardian.net Partner Program (brand assets, co-branded templates, badge kits) remain the property of WINGUARDIAN.NET LLC and are licensed to Partners solely for use within the scope of the Program.

5. Confidentiality

All parties agree to hold proprietary and confidential information — including WINGUARDIAN.NET LLC's pricing structures, client information, partner commission rates, and platform architecture — in strict confidence. Partners' obligations under this section survive the termination of Program participation for a period of two (2) years.

6. Limitation of Liability

In no event shall WINGUARDIAN.NET LLC be liable for indirect, incidental, special, or consequential damages arising from use of our platform or Program. WINGUARDIAN.NET LLC's aggregate liability to any Partner shall not exceed the total commissions paid to that Partner in the six (6) months preceding the claim.

7. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflict of law principles. Any legal action arising under these Terms will be brought exclusively in the federal or state courts located in California.

8. Amendments

We may update these Terms from time to time. Material changes will be communicated to registered users and Partners by email or via the relevant portal. Continued use of our platform or participation in the Program after notice constitutes acceptance of the revised Terms.