Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Archon Interactive LLC, a Maryland limited liability company doing business as WIPforge ("WIPforge," "we," "us"), and the business entity you represent ("Customer," "you"). By clicking "accept," creating an account, or using the Services, you accept these Terms and represent that you are authorized to bind the Customer. The Services are offered to businesses, not consumers, and are directed to customers in the United States.

1. The Services

WIPforge is a subscription service that connects to Customer's QuickBooks Online ("QBO") company file(s), with Customer's authorization, and generates job-cost and work-in-progress reports from Customer's accounting data. "Services" means the WIPforge web application, reports, exports, and related support.

2. Accounts and access

Customer's users sign in via Intuit's identity service; Customer is responsible for its users' actions and for maintaining the confidentiality of its Intuit credentials. Customer may connect the number of QBO companies permitted by its subscription plan.

3. QuickBooks Online integration

(a) The Services access Customer's QBO data through Intuit's OAuth authorization, under the accounting scope Customer grants. WIPforge does not write to, modify, or delete data in Customer's QBO file.

(b) Customer authorizes WIPforge to access, retrieve, and process its QBO data to provide the Services, and represents it has the right to grant that access.

(c) Customer may disconnect a QBO company at any time; disconnection revokes WIPforge's access tokens with Intuit. Portions of the Services will not function without a connected QBO company.

(d) Intuit is not a party to these Terms and is not responsible for the Services. WIPforge is a member of the Intuit Developer Program; WIPforge is not otherwise affiliated with, endorsed, or sponsored by Intuit Inc. The Services depend on Intuit's APIs, and we are not liable for unavailability or changes of Intuit's services.

4. Reports are not professional advice

The Services produce reports computed from Customer's data using disclosed methodologies (including percentage-of-completion calculations under the cost-to-cost method consistent with ASC 606). Reports are provided for informational purposes only; they are not accounting, tax, legal, or financial advice, and WIPforge is not a public accounting firm. Customer is responsible for the accuracy and completeness of its underlying accounting data and for review of report outputs by its own qualified professionals before relying on them or submitting them to third parties (including sureties, lenders, and taxing authorities).

5. Subscriptions, fees, renewal

(a) Plans. Paid subscription plans (monthly or annual) and a free trial as described on our website. Plan features and connected-company limits are enforced in-app. Founding Member subscriptions are additionally governed by the Founding Member Terms, which control over these Terms if they conflict.

(b) Auto-renewal. Subscriptions renew automatically at the end of each billing period at the then-current rate for the plan (or the grandfathered rate, for Founding Members in good standing) until cancelled. For annual plans, we send a renewal reminder approximately 30 days before renewal. Cancel anytime via the billing portal; cancellation takes effect at the end of the current period.

(c) Trials. Free trials (currently 7 days, no payment method required) convert to read-only access if no subscription is purchased by trial end. One trial per Customer.

(d) Fees; taxes. Fees are payable in advance in USD by card or ACH debit. Prices exclude applicable taxes, which we collect where required. Fees are non-refundable except as expressly stated (Founding Member Guarantee) or required by law.

(e) Payment failure. If a renewal payment fails, we will retry and notify Customer; the subscription remains in a grace period with full access for up to 30 days. Uncured failure results in cancellation.

(f) ACH authorization. By paying via ACH, Customer authorizes WIPforge (and its payment processor) to debit the designated account for subscription fees, and agrees that this authorization continues in favor of any successor or assignee of WIPforge's rights under Section 13, subject to notice of the change.

6. Customer data

(a) Customer owns its data. WIPforge acquires no rights in Customer's QBO data or report outputs except the limited rights to process them to provide the Services, comply with law, and as described in the Privacy Policy.

(b) OAuth tokens are encrypted at rest; access is workspace-isolated; sensitive operations are audit-logged.

(c) Upon cancellation or termination, Customer retains read-only access to previously generated reports, including export, for 90 days, after which we may delete Customer data in the ordinary course. Customer may request deletion at any time.

(d) We may use aggregated or de-identified data that does not identify Customer for product improvement, benchmarking, and research.

7. Acceptable use

Customer shall not: resell, sublicense, or provide the Services to third parties except its own authorized users (accountant/bookkeeper firms may use multi-company features per their plan); reverse engineer or copy the Services; circumvent usage limits or security controls; use the Services to build a competing product or for benchmarking disclosed publicly without consent; upload unlawful content; or exceed reasonable/documented API and report-generation limits.

8. Intellectual property; feedback

WIPforge and its software, design, and documentation are owned by Archon Interactive LLC. Customer grants us a non-exclusive, perpetual, irrevocable license to use feedback and suggestions without restriction or compensation.

9. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only as needed to perform under these Terms. Customer's QBO data is treated as Customer confidential information.

10. Warranty disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WIPFORGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT REPORTS WILL BE ERROR-FREE OR THAT THE SERVICES WILL BE UNINTERRUPTED.

11. Limitation of liability

NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS. WIPFORGE'S AGGREGATE LIABILITY UNDER ANY THEORY IS LIMITED TO THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term; suspension; termination

These Terms apply while Customer has an account. We may suspend or terminate for material breach (including non-payment after the Section 5(e) grace period), unlawful use, or risk to the Services, with notice where practicable. Sections that by their nature survive (4, 6(c)–(d), 8–11, 13–15) survive termination.

13. Assignment

Customer may not assign these Terms without our prior written consent. WIPforge may assign these Terms, in whole, without consent, in connection with a merger, corporate reorganization, or sale of all or substantially all of the assets or business to which these Terms relate, with notice to Customer. These Terms bind and benefit the parties and their respective successors and permitted assigns, including with respect to payment authorizations under Section 5(f).

14. Governing law; venue

Delaware law, exclusive venue in the state or federal courts sitting in Delaware, each party consenting to jurisdiction.

15. General

Entire agreement (with the Privacy Policy and, where applicable, Founding Member Terms); amendment by our posting updated Terms with notice and continued use for material changes; severability; no waiver by inaction; no third-party beneficiaries; notices to support@wipforge.com and Customer's account email; force majeure; independent contractors. Mailing address: WIPforge c/o Archon Interactive LLC, 2201 Old Court Road, Baltimore, MD 21208.