Terms of service.

1. INTRODUCTION

These Terms and Conditions ("Terms") govern your use of the services provided by Waghn ("Company," "we," "our," or "us"), including our website (www.waghn.com), proposal management services, strategic guidance, and any other services we offer (collectively, the "Services"). By accessing our Services, registering for an account, or entering into any agreement with us, you agree to be bound by these Terms.

2. SERVICES

Waghn provides proposal management and strategic consulting services primarily for businesses responding to RFPs, RFIs, and other solicitations in government (federal, state, and local) and commercial sectors. Our specific services include but are not limited to:

  • RFx analysis and response preparation

  • Proposal template development

  • Strategy development and win theme creation

  • Technical approach development

  • Content planning and execution

  • Submission preparation

Specific service details and deliverables will be governed by the membership plan you select or any separate service agreement between you and Waghn.

3. MEMBERSHIP PLANS

Waghn offers subscription-based membership plans that provide access to our proposal management services for a flat monthly or annual fee. Current pricing is $330/month or $3,630/year (equivalent to one month free). Pricing is subject to change with notice.

3.1 Plan Terms

  • Monthly plans automatically renew each month unless canceled.

  • Annual plans automatically renew each year unless canceled.

  • You may cancel your membership at any time by contacting us at proposals@waghn.com.

  • No refunds will be issued for partially used membership periods.

3.2 Price Changes and Escalation

  • Waghn reserves the right to implement an annual price escalation of up to 5% for all services.

  • We will provide at least 30 days' notice before any price changes take effect.

  • Existing customers will be grandfathered into their current pricing if any price change exceeds 8% annually.

  • If market conditions necessitate a price increase above 8%, existing customers will be subject to a maximum 8% increase, with the difference absorbed by Waghn.

3.3 Plan Limitations

  • While our service includes unlimited RFx responses, these are subject to reasonable use and available capacity.

  • We reserve the right to limit concurrent proposal projects based on resource availability and complexity.

  • Some services may require additional fees, which will be clearly communicated before any work begins.

3.4 Digital Products and Refund Policy

All digital products, templates, guides, or other downloadable content purchased from Waghn are provided "as is" with no warranty of any kind. Due to the nature of digital products, no refunds will be issued for any purchased digital products once they have been downloaded or access has been granted. By purchasing digital products from Waghn, you acknowledge that you have had the opportunity to review product descriptions and understand the scope and limitations of the digital content being provided.

4. DATA SECURITY AND CONFIDENTIALITY

4.1 Confidentiality and Non-Disclosure

We understand the sensitive nature of the information shared with us and maintain strict confidentiality protections. By engaging our services, you and Waghn automatically enter into a mutual non-disclosure agreement with the following terms:

  • All information provided to us is treated as confidential and proprietary, including but not limited to: business strategies, pricing information, technical specifications, customer information, financial data, and any other non-public information.

  • We will not disclose your confidential information to any third party without your explicit consent, except as required by law.

  • All Waghn staff and contractors are bound by comprehensive confidentiality agreements.

  • We will use your confidential information solely for the purpose of providing the Services.

  • Upon termination of services, we will return or destroy all confidential materials at your request.

  • These confidentiality obligations will survive the termination of our service relationship for a period of five (5) years.

  • If a more detailed NDA is required for your specific needs, we are willing to execute a separate agreement upon request.

4.2 Data Security

  • All Waghn staff are U.S. citizens based in the United States.

  • All data processing occurs within the United States.

  • We implement industry-standard security measures to protect your information.

  • We do not transfer client data outside the United States.

  • Client data will be stored on secure, encrypted systems with appropriate access controls.

4.3 Intellectual Property

  • You retain all rights to your pre-existing intellectual property.

  • You will own all deliverables created specifically for you, subject to payment of applicable fees.

  • We retain ownership of our pre-existing intellectual property, methodologies, templates, and know-how.

  • We may use general knowledge, skills, and experience acquired during our engagement with you in performing services for other clients, provided we do not disclose your confidential information.

5. CLIENT RESPONSIBILITIES

5.1 General Responsibilities

To ensure optimal service delivery, you agree to:

  • Provide accurate, complete information necessary for us to perform the Services.

  • Respond to our requests for information or feedback within reasonable timeframes.

  • Review and approve deliverables within agreed-upon timelines.

  • Designate a primary point of contact authorized to make decisions regarding the Services.

  • Provide final review and approval of all submissions prepared with our assistance.

  • Ensure compliance with all applicable laws, regulations, and solicitation requirements.

5.2 Legal Review and Procurement Issues

  • You are responsible for engaging qualified legal counsel to review all proposal terms, conditions, and contractual language before submission.

  • Waghn strongly recommends that you engage legal counsel for any redlines to solicitation terms and conditions or to address any legal issues that may arise during the procurement process.

  • Waghn does not provide legal advice and assumes no liability regarding the legal sufficiency or enforceability of proposal terms, contract provisions, or representations made in proposals we help prepare.

  • You bear sole responsibility for all legal and compliance matters related to your proposals and contracts.

  • Any advice or guidance provided by Waghn relates solely to proposal strategy and content development, not legal matters.

6. LIMITATION OF LIABILITY

6.1 Service Warranty

We warrant that our Services will be performed in a professional manner consistent with industry standards. This warranty is exclusive and in lieu of all other warranties, whether express or implied.

6.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

6.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

  • WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

  • OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

  • WE ARE NOT RESPONSIBLE FOR THE OUTCOME OF ANY BID, PROPOSAL, OR SOLICITATION RESPONSE WE ASSIST WITH.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Waghn and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  • Your violation of these Terms

  • Your use of the Services

  • Your content, information, or materials provided to us

  • Any misrepresentation made by you

  • Your violation of any third-party rights

  • Your violation of any applicable laws or regulations

8. TERMINATION

8.1 Termination by You

You may terminate your membership or services agreement with us at any time by providing written notice to proposals@waghn.com. Termination will be effective at the end of your current billing cycle.

8.2 Termination by Us

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

8.3 Effects of Termination

Upon termination:

  • All outstanding fees will become immediately due and payable.

  • We will complete any work-in-progress if termination occurs during an active proposal process, unless otherwise agreed.

  • Sections of these Terms which by their nature should survive termination shall survive, including, without limitation, confidentiality, intellectual property, warranty disclaimers, limitations of liability, and indemnification provisions.

9. GENERAL PROVISIONS

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of GA, without regard to its conflict of law provisions.

9.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the Services shall be resolved through:

  1. Informal negotiation (parties will attempt in good faith to resolve the dispute)

  2. Mediation (if negotiation fails, parties will engage a mutually agreed-upon mediator)

  3. Binding arbitration (if mediation fails, dispute will be settled by arbitration administered by the American Arbitration Association)

9.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

9.4 Force Majeure

We shall not be liable for any failure or delay in performance due, in whole or in part, to circumstances beyond our reasonable control.

9.5 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without your consent.

9.6 Entire Agreement

These Terms, together with any other agreements or policies referenced herein, constitute the entire agreement between you and Waghn regarding the Services.

9.7 Amendments

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Your continued use of the Services after any changes indicates your acceptance of the modified Terms.

9.8 Contact

Questions about these Terms should be sent to proposals@waghn.com.

Last Updated: 03/2025