Terms and Conditions

Wayward Leaders LLC. Wayward Leaders Press.

These Terms and Conditions (the “Terms”) form a binding legal agreement between you (“you,” “your,” or “User”) and Wayward Leaders LLC, a South Dakota limited liability company (“Wayward Leaders,” “we,” “us,” or “our”), governing your access to and use of our websites, tools, training, digital products, and related services, including without limitation www.waywardleaders.com, www.vfdmentor.ai, www.brandloyalty.ai, www.moduslimbi.com, and waywardcarl.gumroad.com (collectively, the “Services”).

BY ACCESSING, BROWSING, REGISTERING WITH, PURCHASING FROM, OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, THE PRIVACY POLICY, THE COOKIE POLICY, THE REFUND POLICY, AND THE COPYRIGHT AND DMCA POLICY, EACH OF WHICH IS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICES.

SECTION 20 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THESE PROVISIONS AFFECT HOW DISPUTES BETWEEN YOU AND WAYWARD LEADERS ARE RESOLVED. PLEASE READ THEM CAREFULLY.

1. Definitions

For the purposes of these Terms, the following capitalized terms have the meanings set forth below. Other defined terms are introduced in context.

“Account” means a registered user account created on any of the Services.
“Content” means all text, video, audio, images, graphics, documents, downloads, training materials, assessments, simulations, software, code, data, and other materials made available through the Services.
“Digital Product” means any digital good sold through the Services, including without limitation e-books, downloadable guides, templates, checklists, worksheets, audio files, video files, and other digital media.
“Order” means an order placed by you through the Services, or a signed quote, proposal, purchase order, or Statement of Work accepted by us, for any Training, Technical Consulting, Professional Services, Digital Product, subscription, or other paid offering.
“Professional Services” means research, surveys, assessments, and related analysis and reporting we perform for you under a quote or SOW, including team assessments such as the Maintenance Health Index and Specialist Health Index, AI and brand assessments, research engagements, and marketing and website services offered through brandloyalty.ai, as described in Section 12.
“Statement of Work” or “SOW” means a written quote, proposal, or statement of work, signed or accepted in writing by both parties, describing specific Training, Technical Consulting, or Professional Services.
“Technical Consulting” means application, selection, sizing, commissioning, reliability, fleet review, failure analysis, and recovery consulting for variable frequency drives, motors, and connected electrical and control systems, performed for you under a quote or SOW, as described in Section 11.
“Third-Party Platform” means any independent third-party service or platform that supports the Services, including Gumroad, Stripe, website hosting providers, and the AI model and search providers that power VFD Mentor.
“Tools” means VFD Mentor, the VFD simulations and calculators, and any other interactive tool, app, or AI-assisted feature made available through the Services.
“Training” means any on-site, live, virtual, or recorded training class, workshop, program, module, or curriculum offered by Wayward Leaders, as described in Section 10.
“User-Generated Content” or “UGC” means any content you submit, upload, post, transmit, or otherwise make available through the Services, including comments, questions, inputs to Tools, assignments, reviews, and feedback.

2. Eligibility and Acceptance

2.1 Age. The Services are intended exclusively for adults aged eighteen (18) years or older. By using the Services, you represent and warrant that you are at least eighteen years of age and have the legal capacity to enter into a binding contract under the laws of your jurisdiction.

2.2 Authority. If you are using the Services on behalf of a business, employer, organization, government agency, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and references to “you” include both you individually and that entity.

2.3 Compliance with Law. You agree to use the Services in compliance with all applicable federal, state, local, and international laws, rules, and regulations, including without limitation export control laws, sanctions laws, intellectual property laws, and consumer protection laws.

2.4 Restricted Persons and Jurisdictions. You represent that you are not located in, under the control of, or a national or resident of any country subject to a comprehensive U.S. government embargo, and that you are not identified on any U.S. government list of prohibited or restricted parties.

2.5 Acceptance by Conduct. Your access to and use of the Services constitutes your acceptance of these Terms. Where required at checkout, registration, or enrollment, your affirmative click on an “I agree,” “Place Order,” “Enroll,” or substantially similar button, or your signature on or written acceptance of a quote or SOW, shall constitute your electronic signature and binding acceptance of these Terms, the Privacy Policy, the Refund Policy, and any program-specific addenda.

3. Accounts, Registration, and Security

3.1 Registration. Certain features of the Services, including some Tools, may require you to create an Account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

3.2 Single User. Accounts are for the use of a single named individual and may not be shared, transferred, sold, leased, lent, or otherwise made available to any other person without our prior written consent. Credentials may not be circulated within an organization, classroom, team, or household.

3.3 Credentials. You are responsible for safeguarding your username, password, and any other credentials used to access the Services. You agree to notify us immediately at carl@waywardleaders.com of any unauthorized access to or use of your Account or any other suspected breach of security.

3.4 Responsibility for Activity. You are solely responsible for all activity that occurs under your Account, whether or not authorized by you, and we shall not be liable for any loss or damage arising from your failure to comply with this Section.

3.5 Suspension and Termination. We reserve the right, at our sole discretion and without prior notice, to refuse registration, suspend any Account, revoke access to any Tool or Digital Product, or terminate these Terms for any conduct that we determine, in good faith, violates these Terms, applicable law, or the rights of any third party, or that we determine to be otherwise harmful to other Users, to Wayward Leaders, or to our business interests or reputation.

4. Orders, Pricing, Taxes, and Payment

4.1 Orders. All Orders constitute an offer by you to purchase the applicable Training, Technical Consulting, Professional Service, Digital Product, or other offering on these Terms, which we may accept or decline in our sole discretion. A contract is formed only upon our acceptance of the Order, which may be evidenced by an order confirmation, a countersigned quote or SOW, scheduling of the Training, Technical Consulting, or Professional Service, or delivery of the relevant Digital Product.

4.2 Pricing. Prices are stated in United States Dollars (USD) unless otherwise indicated and are exclusive of any applicable taxes, duties, or other governmental charges, which are your sole responsibility. We may change prices at any time; however, the price applicable to any accepted Order shall be the price in effect at the time the Order was accepted.

4.3 Errors. Despite our reasonable efforts, prices, descriptions, and availability information may occasionally contain errors. We reserve the right to correct any such error and to cancel any Order placed in reliance on incorrect information, even after the Order has been confirmed and payment has been processed, in which case we will issue a full refund of any amounts paid for the canceled Order.

4.4 Payment Processing. Payments made directly to Wayward Leaders are processed by Stripe, an independent third-party payment processor. Purchases made on Gumroad are processed by Gumroad under its own terms. By providing payment information, you authorize the charge of all amounts due, including taxes, to your selected payment method, and you agree to the terms and privacy practices of the relevant processor. We do not store full payment card numbers on our systems. Training may also be invoiced. Technical Consulting and Professional Services are invoiced only against a signed quote or SOW. Invoices are payable on the terms stated in the applicable Order or SOW.

4.5 Failed Payments. If a payment fails, is reversed, charged back, or otherwise not honored for any reason, we reserve the right to suspend or revoke your access to the relevant Tool, Digital Product, Training, Technical Consulting, or Professional Service, to pursue collection of the amount due, and to recover any costs of collection, including reasonable attorneys’ fees, to the extent permitted by law.

4.6 Taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and other taxes and duties associated with your purchase, except for taxes based on our net income. Where we are required by law to collect any such taxes, the amount will be added to your Order at checkout or invoiced separately.

5. License to Training Materials and Digital Products

5.1 License Grant. Subject to your continuing compliance with these Terms and full payment of all applicable fees, Wayward Leaders grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Training materials, Digital Products, and Content you have lawfully acquired, solely for your own personal, internal, and non-commercial educational use.

5.2 No Sale. Training materials and Digital Products are licensed, not sold. No title, ownership, or intellectual property right in any Training material, Digital Product, or Content is transferred to you under these Terms. All rights not expressly granted are reserved by Wayward Leaders and its licensors.

5.3 Duration of Access. Unless we expressly state otherwise for a particular offering, your license to purchased Digital Products continues for so long as your Account, where applicable, remains in good standing. We may discontinue any Tool or Digital Product at any time, in which case we will use commercially reasonable efforts to provide reasonable advance notice and, where appropriate, an opportunity to download any included downloadable materials.

5.4 Prohibited Uses. You agree that you will not, and will not permit any third party to: (a) copy, reproduce, modify, adapt, translate, or create derivative works of any Training material, Digital Product, or Content, except as expressly permitted by these Terms; (b) sell, resell, rent, lease, lend, sublicense, distribute, broadcast, publicly display, or publicly perform any Training material, Digital Product, or Content; (c) record, capture, screen-scrape, screen-record, screenshot for redistribution, or otherwise extract or compile substantial portions of any Training or Content; (d) circumvent, disable, or otherwise interfere with any digital rights management, access control, security, or authentication mechanism used by the Services; (e) use any Training material or Content to train, fine-tune, or otherwise build any artificial intelligence or machine learning model; or (f) use the Services in any manner that would compete with Wayward Leaders or harm our legitimate business interests.

5.5 Enforcement. Breach of this Section is a material breach of these Terms and entitles us, without prejudice to any other remedy, to immediately terminate your Account, revoke your license, and pursue all available remedies at law and in equity, including injunctive relief and statutory damages where applicable.

6. Delivery and System Requirements

6.1 Digital Products. Digital Products purchased through Gumroad or otherwise will be delivered electronically through the applicable platform. You are responsible for retrieving, downloading, and securely storing your Digital Product files where permitted.

6.2 Training, Technical Consulting, and Professional Services. Training is delivered as described in the applicable Order and Section 10. Technical Consulting and Professional Services are delivered as described in the signed quote or SOW and Sections 11 and 12.

6.3 System Requirements. You are responsible for ensuring that you have the hardware, software, internet connectivity, and other resources necessary to access the Services, including a current web browser. We do not warrant that the Services will operate on every device, browser, or network configuration.

6.4 No Resale of Access. Access credentials, training seats, and license keys may not be resold, redistributed, shared, or transferred without our prior written consent.

7. Educational Purpose and Safety Disclaimer

IMPORTANT. READ CAREFULLY. MUCH OF THE TRAINING, MANY DIGITAL PRODUCTS AND TOOLS, AND OTHER MATERIALS OFFERED THROUGH THE SERVICES ADDRESS INDUSTRIAL AUTOMATION, ELECTRICAL SYSTEMS, VARIABLE FREQUENCY DRIVES FROM ANY MANUFACTURER, MOTOR CONTROL, INDUSTRIAL RELIABILITY, COMMISSIONING, AND RELATED SUBJECTS INVOLVING POTENTIALLY HAZARDOUS EQUIPMENT. THE FOLLOWING TERMS APPLY TO ALL SUCH CONTENT.

7.1 Educational Purpose Only. All Training, Digital Products, Tools, Content, and other materials offered through the Services are provided solely for general educational, informational, and professional development purposes. They do not constitute, and are not intended to be a substitute for, on-site safety training required by your employer, certified professional instruction, manufacturer-specific training, employer-mandated safety programs, qualified-person certification under NFPA 70E or similar standards, or the advice of a licensed engineer, electrician, or other qualified professional.

7.2 No Engineering Advice. Except as expressly set out in a signed SOW, nothing in the Services constitutes engineering services, design services, professional advice, certification, or a recommendation that you perform any particular task or procedure in your own facility, on your own equipment, or in any specific real-world scenario. Industrial systems vary widely; the configurations, equipment, voltages, controls, safety circuits, and conditions shown in any Training, Tool, or Content may not match yours.

7.3 Independent Verification. You agree that you will independently verify the suitability, accuracy, and safety of any information presented through the Services before applying it to any real-world equipment, system, or environment, and that you will at all times follow the procedures, lockout/tagout rules, energy-control protocols, personal protective equipment requirements, and other safety standards prescribed by your employer, by equipment manufacturers, by applicable codes (including the National Electrical Code, NFPA 70E, OSHA standards, and applicable state and local requirements), and by any other authority having jurisdiction.

7.4 Qualified Persons. Work on or near energized electrical equipment, variable frequency drives, motors, control circuits, and similar systems is hazardous and may only be performed by individuals qualified under applicable law and employer policy. Nothing in the Services authorizes, certifies, or qualifies you to perform any such work. A certificate of completion for any Training records attendance and completion only.

7.5 Assumption of Risk. By accessing or using any Training, Tool, or Content addressing industrial, electrical, VFD, or similar subjects, you acknowledge the inherent risks of such activities and assume all responsibility for the consequences of your application or attempted application of any information, technique, or procedure derived from the Services.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAYWARD LEADERS DISCLAIMS ALL LIABILITY FOR ANY INJURY, DEATH, PROPERTY DAMAGE, EQUIPMENT DAMAGE, DOWNTIME, FINANCIAL LOSS, OR OTHER HARM ARISING OUT OF OR RELATED TO YOUR USE OF, OR RELIANCE ON, ANY TRAINING, TOOL, DIGITAL PRODUCT, OR CONTENT, INCLUDING ANY APPLICATION OF INFORMATION PRESENTED THROUGH THE SERVICES TO ANY REAL-WORLD EQUIPMENT, SYSTEM, OR ENVIRONMENT.

8. No Professional Advice

Content made available through the Services may discuss topics that touch on engineering, safety, regulatory compliance, business, marketing, leadership, academic research, career development, and similar subjects. Except as expressly set out in a signed SOW, nothing in the Services is, or should be construed as, engineering, legal, financial, accounting, tax, medical, psychological, or other professional advice. You should not act, or refrain from acting, on the basis of any Content without consulting an appropriately qualified professional licensed in the applicable jurisdiction.

9. VFD Mentor, Simulations, and Other Tools

9.1 Nature of Outputs. VFD Mentor and certain other Tools generate answers using artificial intelligence models, and the simulations and calculators produce results from simplified models and the inputs you provide. Outputs may be incomplete, out of date, or wrong, and may differ from the manufacturer’s documentation for your equipment.

9.2 No Reliance. Tool outputs are not a sizing, selection, safety, or commissioning determination. You must verify every output against the manufacturer’s manual, the equipment nameplate, applicable codes, and a qualified person before acting on it. Section 7 applies in full to all Tool outputs.

9.3 Inputs and Processing. Questions, data, and other inputs you submit to a Tool are processed by us and by the Third-Party Platforms that power it, as described in the Privacy Policy. Do not submit passwords, personal information about others, or information your employer treats as confidential to a Tool.

9.4 Availability. Tools are provided free of charge unless stated otherwise and may be changed, limited, or withdrawn at any time without notice.

10. Training

10.1 What Training Covers. Training means classes, workshops, and programs that teach general practice in variable frequency drives, motors, controls, reliability, and related subjects. Training is educational. It does not include inspection, diagnosis, or recommendations for your facility or equipment, even when a class is held at your site or uses your equipment as an example. Questions about your own equipment raised during a class are answered as general discussion only.

10.2 Orders. Training is purchased through an Order. Published Training prices may be accepted without a separate SOW. Any customized Training is described in a quote.

10.3 Scheduling, Travel, and Cancellation. Dates, delivery fees, cancellation and rescheduling terms, and payment terms are set out in the applicable Order, the In-Person Training Terms and Conditions provided at booking, and the Refund Policy.

10.4 Host Site Responsibilities. For on-site Training, you will provide a suitable training space, safe access to the site, a site safety orientation, and any equipment access described in the Order. Your site safety rules, lockout/tagout procedures, and personal protective equipment requirements apply to everyone on site, including our personnel. Participants are responsible for following those rules and the instructor’s directions during any hands-on exercise.

10.5 Demonstration Equipment. Training rigs and demonstration equipment we bring remain our property and are used only under instructor supervision. Participants may not energize, modify, or remove demonstration equipment without the instructor’s direction.

10.6 Certificates. A certificate of completion records attendance and completion only. It is not a license, certification of competency, or qualified-person designation.

11. Technical Consulting (VFD and Systems)

11.1 What Technical Consulting Covers. Technical Consulting means application, selection, sizing, commissioning, reliability, fleet review, failure analysis, and recovery consulting for variable frequency drives, motors, and connected electrical and control systems at a specific facility.

11.2 Quote Only. Technical Consulting is provided only under a written quote or SOW signed or accepted in writing by both parties. It is never sold through checkout and is never included in any Training purchase. If an SOW conflicts with these Terms, the SOW controls for that engagement only.

11.3 Not Professional Engineering. Technical Consulting is not the practice of professional engineering. Wayward Leaders does not stamp, seal, or certify drawings, designs, or calculations, and does not act as engineer of record. Where applicable law, your insurer, or your authority having jurisdiction requires a licensed professional engineer, you are responsible for engaging one.

11.4 Your Responsibilities. You will provide accurate equipment data, drawings, fault histories, and site information; safe site access and a site safety orientation; and qualified personnel to operate, test, or work on your equipment. Unless the SOW states otherwise, we observe, measure where safe and permitted, review, and advise. We do not operate, energize, or modify your equipment.

11.5 Recommendations. Findings and recommendations are based on the information, access, and site conditions available to us during the engagement. You decide whether and how to implement any recommendation, and implementation is performed by your qualified personnel or contractors.

11.6 Deliverables. Unless the SOW says otherwise, reports and findings we deliver may be used by you for your internal business purposes. We retain ownership of our methods, checklists, templates, frameworks, and pre-existing materials.

11.7 Changes in Scope. Work outside the SOW requires a written change agreed by both parties and may carry additional fees.

12. Professional Services (Research, Surveys, and Assessments)

12.1 What Professional Services Cover. Professional Services means research, surveys, assessments, and the analysis and reports that come from them, including team assessments such as the Maintenance Health Index and Specialist Health Index, AI and brand assessments, research engagements, and marketing and website services offered through brandloyalty.ai.

12.2 Quote Only. Professional Services are provided only under a written quote or SOW signed or accepted in writing by both parties. They are never sold through checkout and are never included in any Training or Technical Consulting purchase. If an SOW conflicts with these Terms, the SOW controls for that engagement only.

12.3 Survey Participation. Participation in any survey is voluntary for each respondent. Individual responses are reported to you in aggregate only, never by named respondent, as described in the SOW.

12.4 Research Use. We use de-identified results from Professional Services for research or publication only where the SOW or a signed data-use agreement permits it. Published research never identifies you, your employer, your facility, or any respondent.

12.5 Use of Results. Assessment results describe a team at the time of the assessment and are intended for development and planning. They are not designed to be, and should not be used as, the sole basis for any hiring, promotion, discipline, or termination decision.

12.6 Deliverables and Methods. Unless the SOW says otherwise, reports we deliver may be used by you for your internal business purposes. We retain ownership of our instruments, survey items, scoring methods, frameworks, and pre-existing materials, including the Maintenance Health Index and Specialist Health Index.

12.7 Marketing and Website Services. Ownership of website, content, and marketing deliverables, hosting responsibilities, and post-launch support are as stated in the applicable SOW. We do not guarantee search rankings, AI citations, traffic, leads, or sales.

13. Separation of Training, Technical Consulting, and Professional Services

13.1 Separate Offerings. Training, Technical Consulting, and Professional Services are separate offerings. Each is quoted, contracted, delivered, and invoiced on its own.

13.2 No Implied Scope. No purchase of one includes any part of another unless it appears as its own line item in a signed quote or SOW. A class held at your facility is Training only. A consulting visit is not Training and does not include a certificate unless the SOW says so.

13.3 Combined Quotes. Where a single quote includes more than one offering, each appears as a separate line item and is governed by its own section of these Terms and its own SOW terms.

13.4 Safety Terms Apply to All. Sections 7 and 9 apply to all Training, Technical Consulting, Professional Services, Tools, and Content.

14. User-Generated Content

14.1 Ownership and License. You retain ownership of any User-Generated Content you submit to the Services. By submitting UGC, you grant Wayward Leaders a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, publicly perform, publicly display, and otherwise use such UGC in connection with the Services and our business, including for marketing, educational, and promotional purposes, in any media now known or later developed.

14.2 Customer Data Excluded. The license in Section 14.1 does not permit us to publish, or use in marketing, any information that identifies you, your employer, your facility, or your equipment without your prior written consent. We may use aggregated and de-identified information, including Tool inputs, for improving the Services, provided it cannot reasonably be used to identify you, your employer, or your facility. Research use of Professional Services results is governed by Section 12.4. Information received under an Order or SOW is also subject to Section 15.

14.3 Representations. You represent and warrant that: (a) you own or have all rights, licenses, consents, and permissions necessary to grant the foregoing license; (b) your UGC does not infringe or violate any intellectual property, privacy, publicity, contractual, or other right of any third party; and (c) your UGC complies with these Terms and all applicable laws.

14.4 Prohibited UGC. You will not submit UGC that is unlawful, defamatory, obscene, harassing, threatening, hateful, abusive, fraudulent, deceptive, infringing, invasive of privacy, harmful to minors, or otherwise objectionable. We may refuse, remove, or modify any UGC at any time, in our sole discretion, without notice and without liability.

14.5 No Obligation to Monitor. We have no obligation to monitor UGC, but we reserve the right to do so. We are not responsible for any UGC posted by Users and disclaim all liability arising from such UGC to the fullest extent permitted by law.

15. Confidentiality

15.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other in connection with Training, Technical Consulting, or Professional Services that is marked confidential or would reasonably be understood to be confidential, including facility data, equipment and fault records, survey responses, assessment results, business plans, and pricing.

15.2 Obligations. Each party will use the other party’s Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

15.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information when required by law, after giving the other party prompt notice where legally permitted.

15.4 Duration. These obligations continue for three (3) years after the end of the engagement, and for as long as the information remains a trade secret under applicable law.

16. Acceptable Use Policy

In addition to other restrictions in these Terms, you agree that you will not:

use the Services for any unlawful purpose or in violation of any applicable law or regulation;
impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use any false identifying information;
interfere with, disrupt, overload, or impair the operation or security of the Services or any servers, networks, or systems connected to the Services;
attempt to gain unauthorized access to the Services, other Accounts, or any related computer systems, networks, or data;
introduce or attempt to introduce viruses, worms, trojan horses, ransomware, spyware, scraping bots, or other malicious code or technology;
decompile, disassemble, reverse-engineer, or attempt to derive the source code or underlying ideas or algorithms of any portion of the Services, except to the extent applicable law expressly prohibits such restriction;
attempt to extract the prompts, instructions, or underlying document collection of any Tool;
collect or harvest any information about other Users without their express consent;
use the Services to develop a competing product, service, or course offering;
use any automated means, including bots, scrapers, crawlers, spiders, or data-mining tools, to access, monitor, or copy any portion of the Services without our prior written consent;
remove, obscure, or alter any copyright, trademark, or other proprietary notice on the Services or any Content.

17. Intellectual Property

17.1 Ownership. The Services, including all Content (other than UGC), and all intellectual property rights in and to the Services and Content, including copyrights, trademarks, service marks, trade names, trade dress, trade secrets, patents, and other proprietary rights, are and shall remain the sole and exclusive property of Wayward Leaders LLC, Wayward Leaders Press, and their licensors.

17.2 Trademarks. “Wayward Leaders,” “Wayward Leaders Press,” “VFD Mentor,” “See. Move. Stabilize.,” “Maintenance Health Index,” “Specialist Health Index,” the Wayward Leaders logo, and all related names, marks, program titles, credential names, and slogans are trademarks or service marks of Wayward Leaders LLC. All other trademarks, including manufacturer names referenced in Training, Tools, or Content for educational and identification purposes, are the property of their respective owners. Reference to third-party trademarks is for descriptive and educational purposes only and does not imply endorsement, sponsorship, or affiliation. Wayward Leaders is vendor-neutral and is not an authorized representative of any drive or motor manufacturer unless expressly stated.

17.3 Feedback. If you provide us with any suggestions, comments, ideas, recommendations, or other feedback regarding the Services (collectively, “Feedback”), you assign to us all right, title, and interest in and to such Feedback, and we may use it for any purpose without compensation or attribution.

17.4 Copyright and DMCA Policy. Our copyright notice and procedures for reporting alleged copyright infringement under the Digital Millennium Copyright Act are set forth in our Copyright and DMCA Policy, which is incorporated by reference.

18. Third-Party Platforms, Services, and Links

18.1 Third-Party Platforms. The Services rely on independent Third-Party Platforms, including Gumroad (digital product sales), Stripe (payment processing), website hosting providers, and the AI model and search providers that power VFD Mentor. Your use of any Third-Party Platform is governed by that platform’s own terms of service and privacy policy, which you should review separately. Wayward Leaders is not responsible for the acts, omissions, performance, availability, or content of any Third-Party Platform.

18.2 Links to Other Sites. The Services may contain links to or embed content from third-party websites and resources. Such links and content are provided for convenience only and do not imply endorsement. We have no control over, and accept no responsibility for, the content, products, services, privacy practices, or availability of any third-party website or resource.

18.3 Outages. Service interruptions, downtime, performance issues, or data loss caused by a Third-Party Platform are outside our reasonable control. We will use commercially reasonable efforts to keep the Services available but make no warranty of continuous, uninterrupted, or error-free operation.

19. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, TRAINING, TECHNICAL CONSULTING, PROFESSIONAL SERVICES, TOOLS, DIGITAL PRODUCTS, AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, EXCEPT AS EXPRESSLY STATED IN A SIGNED SOW. WAYWARD LEADERS, ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

Without limiting the foregoing, Wayward Leaders does not warrant that: (a) the Services will meet your requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) any Content or Tool output will be accurate, complete, current, or reliable; (d) any errors or defects will be corrected; (e) the Services or any servers used in connection with the Services are free of viruses or other harmful components; or (f) any particular educational, career, financial, operational, reliability, marketing, search ranking, or business outcome will result from your use of the Services.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent any such warranty cannot be excluded, our liability is limited as set forth in Section 21.

20. Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND WAYWARD LEADERS TO RESOLVE MOST DISPUTES THROUGH INDIVIDUAL, BINDING ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

20.1 Informal Resolution First. Before initiating any formal proceeding, you agree to first contact us in writing at carl@waywardleaders.com with a detailed description of the dispute, the relief sought, and your contact information, and to engage in good-faith discussions for at least sixty (60) days to attempt to resolve the dispute informally.

20.2 Binding Arbitration. If the dispute is not resolved informally, you and Wayward Leaders agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Training, Technical Consulting, Professional Service, Tool, or Digital Product, or any transaction with Wayward Leaders, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (a “Dispute”), shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator, in the English language, and seated in Sioux Falls, South Dakota, or such other location as the parties may agree.

20.3 Federal Arbitration Act. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and evidences a transaction involving interstate commerce.

20.4 Class Action Waiver. You and Wayward Leaders agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable, then the entirety of this Section 20 (other than this sentence) shall be null and void with respect to the affected claim, which shall instead proceed in court under Section 22.

20.5 Exceptions. Nothing in this Section prevents either party from: (a) bringing an individual action in small claims court for claims within that court’s jurisdiction; (b) seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or to enforce confidentiality obligations; or (c) filing an enforcement action with a government agency where such right cannot be waived under applicable law.

20.6 Opt-Out. You may opt out of this arbitration agreement by sending written notice to carl@waywardleaders.com within thirty (30) days after first accepting these Terms, stating clearly that you wish to opt out and including your name, address, and the email address associated with your Account or Order. Opting out does not affect any other provision of these Terms.

20.7 Government Customers. This Section does not apply to U.S. Government customers. See Section 26.

20.8 Survival. This Section survives any termination of these Terms or of your relationship with Wayward Leaders.

21. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAYWARD LEADERS, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, EQUIPMENT DAMAGE, DOWNTIME, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER INTANGIBLE OR ECONOMIC LOSS, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, ANY TRAINING, TECHNICAL CONSULTING, PROFESSIONAL SERVICE, TOOL, DIGITAL PRODUCT, OR ANY CONTENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WAYWARD LEADERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAYWARD LEADERS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY TRAINING, TECHNICAL CONSULTING, PROFESSIONAL SERVICE, TOOL, DIGITAL PRODUCT, OR ANY CONTENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO WAYWARD LEADERS FOR THE SPECIFIC TRAINING, TECHNICAL CONSULTING ENGAGEMENT, PROFESSIONAL SERVICE, OR DIGITAL PRODUCT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law. The exclusions and limitations in this Section apply even if any remedy fails of its essential purpose, and they are an essential element of the bargain between you and Wayward Leaders.

22. Governing Law and Venue

22.1 Governing Law. These Terms, and any dispute arising out of or relating to these Terms or the Services, shall be governed by and construed in accordance with the laws of the State of South Dakota, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Venue for Court Actions. Subject to the arbitration agreement in Section 20, you and Wayward Leaders consent to the exclusive jurisdiction and venue of the state and federal courts located in Minnehaha County, Sioux Falls, South Dakota, for any judicial proceeding permitted under these Terms, and waive any objection based on inconvenient forum or lack of personal jurisdiction.

22.3 International Users. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Nothing in these Terms affects any non-waivable rights you may have under the mandatory law of your country of residence.

23. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Wayward Leaders LLC, Wayward Leaders Press, Dr. Carl Lee Tolbert, and each of their respective members, managers, officers, employees, agents, contractors, affiliates, licensors, and suppliers (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, suits, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) your access to or use of the Services; (b) your User-Generated Content; (c) your application of any Content, Tool output, or recommendation to any real-world equipment, system, or environment, including any resulting personal injury, death, or property damage; (d) your violation of these Terms; (e) your violation of any applicable law or regulation; or (f) your violation of any right of any third party, including any intellectual property or privacy right.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of such matter. You may not settle any matter subject to this Section without our prior written consent. This Section does not apply to U.S. Government customers (see Section 26).

24. Suspension and Termination

24.1 Termination by You. You may stop using the Services at any time and may request closure of your Account by contacting us at carl@waywardleaders.com. Termination by you does not entitle you to any refund except as expressly provided in the Refund Policy, the applicable Order or SOW, or as required by applicable law.

24.2 Termination by Us. We may suspend, restrict, or terminate your access to all or any portion of the Services, with or without notice and with or without cause, including for any breach of these Terms, suspected fraud, payment dispute or chargeback, abuse of refund rights, violation of intellectual property rights, harassment of other Users, or any conduct we determine in good faith to be harmful to other Users, to Wayward Leaders, or to our business interests. Termination of a signed SOW is governed by that SOW.

24.3 Effect of Termination. Upon termination, your right to access and use the Services and any Tool or Digital Product immediately ceases. Provisions that by their nature are intended to survive termination, including without limitation Sections 5 (license restrictions), 7 (safety disclaimer), 9 (Tools), 11.3 (not professional engineering), 12.4 and 12.5 (research use and use of results), 14 (UGC license), 15 (confidentiality), 17 (intellectual property), 19 (disclaimers), 20 (arbitration), 21 (limitation of liability), 22 (governing law), 23 (indemnification), 26 (U.S. Government customers), and 31 (general provisions), shall survive any termination of these Terms.

25. Changes to the Services and to These Terms

25.1 Changes to the Services. We may, in our sole discretion, modify, suspend, or discontinue the Services or any feature, Tool, Training offering, or Digital Product at any time, with or without notice, and without liability. Accepted Orders and signed SOWs will be honored or refunded as stated in them.

25.2 Changes to These Terms. We may revise these Terms from time to time. When we do, we will update the “Last Updated” date above and, where the changes are material, provide reasonable additional notice (which may include email notice or a notice on the Services). Your continued access to or use of the Services after the effective date of any revised Terms constitutes your acceptance of the revised Terms. Revised Terms do not change a signed SOW unless both parties agree in writing. If you do not agree to the revised Terms, your sole remedy is to stop using the Services and, if applicable, close your Account.

26. U.S. Government Customers

26.1 Federal Law Controls. If you are an agency, department, or instrumentality of the United States Government, these Terms apply only to the extent they are consistent with federal law, including the Federal Acquisition Regulation (FAR) and any applicable agency supplement. Any provision of these Terms that is inconsistent with federal law does not apply to you and is severed as to you.

26.2 Provisions That Do Not Apply. For U.S. Government customers: Section 20 (arbitration and class action waiver), Section 22 (governing law and venue), and Section 23 (indemnification by you) do not apply; disputes are resolved under the Contract Disputes Act (41 U.S.C. §§ 7101 to 7109) or other applicable federal law; and no provision of these Terms requires the Government to pay any amount or accept any obligation not authorized by federal law.

26.3 Contract Terms Control. Where a federal contract, purchase order, or task order incorporates or conflicts with these Terms, the terms of that contract or order control.

26.4 State and Local Government. If you are a state or local government entity, provisions of these Terms that your governing law prohibits you from accepting do not apply to you, and the remaining provisions stay in effect.

27. Electronic Communications and Electronic Signatures

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, including by email, through your Account, or through the Services, satisfy any legal requirement that such communications be in writing. You consent to do business with us electronically and agree that any click-to-accept, check-the-box, electronic signature on a quote or SOW, or similar action you take in connection with the Services constitutes your valid electronic signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act, and any analogous state law, and has the same force and effect as a manual signature. You may withdraw your consent to do business electronically only by ceasing to use the Services and closing your Account.

28. Privacy, Cookies, and Data

Our collection and use of personal information in connection with the Services, including information submitted to Tools and survey responses collected through Professional Services, is described in our Privacy Policy and Cookie Policy, each of which is incorporated by reference. By using the Services, you acknowledge that you have read and understood the Privacy Policy and Cookie Policy. Where applicable, the Privacy Policy includes additional rights for residents of the European Economic Area, the United Kingdom, and California.

29. Marketing Communications

By providing us with your email address in connection with an Order, registration, Tool, or download, you agree that we may send you transactional communications (such as Order confirmations, scheduling details, and account notifications) and, where permitted by applicable law and not opted out, marketing communications about Training, Technical Consulting, Professional Services, Tools, Digital Products, events, and offers. You may unsubscribe from marketing communications at any time by using the unsubscribe link in any such email or by contacting carl@waywardleaders.com. Transactional communications are required to deliver the Services and may not be opted out of while an Order is open or your Account remains active.

30. Force Majeure

Wayward Leaders shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond our reasonable control, including without limitation acts of God, natural disasters, severe weather, travel disruption, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications outages, denial-of-service attacks, cyberattacks, power failures, or failures of Third-Party Platforms or suppliers. Where force majeure prevents scheduled Training, Technical Consulting, or Professional Services, we will work with you to reschedule.

31. General Provisions

31.1 Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, Refund Policy, Copyright and DMCA Policy, In-Person Training Terms and Conditions, and any Order, SOW, or program-specific addenda, constitute the entire agreement between you and Wayward Leaders regarding the Services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

31.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.

31.3 No Waiver. No failure or delay by us to exercise any right or remedy under these Terms shall operate as a waiver of that right or remedy, and no single or partial exercise of any right or remedy shall preclude any further exercise of it or of any other right or remedy.

31.4 Assignment. You may not assign, transfer, or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction and without notice, including in connection with a merger, acquisition, reorganization, or sale of assets, except as limited by federal law for U.S. Government contracts.

31.5 No Third-Party Beneficiaries. Except for the Indemnified Parties in Section 23, who are intended third-party beneficiaries, these Terms do not and are not intended to confer any rights or remedies on any person other than you and Wayward Leaders.

31.6 Relationship. Nothing in these Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between you and Wayward Leaders. Wayward Leaders performs all Training, Technical Consulting, and Professional Services as an independent contractor.

31.7 Headings. Headings are for convenience only and do not affect the interpretation of these Terms.

31.8 Construction. The words “include,” “includes,” and “including” shall be deemed followed by the words “without limitation.” Ambiguities, if any, shall not be construed against the drafter.

31.9 Notices to Us. Notices to Wayward Leaders shall be in writing and sent to: Wayward Leaders LLC, Sioux Falls, South Dakota, Attn: Dr. Carl Lee Tolbert, carl@waywardleaders.com.

32. Contact Information

If you have any questions, comments, or concerns about these Terms or the Services, please contact us:

Wayward Leaders LLC

Sioux Falls, South Dakota, United States

Email: carl@waywardleaders.com

Phone: (678) 523-2050

U.S. Small Business Administration certified Service-Disabled Veteran-Owned Small Business (SDVOSB) and Veteran-Owned Small Business (VOSB)

UEI: UFJTKNJC56P8 · CAGE: 20YR5 · Primary NAICS: 611519