WIPforge Terms of Service

Effective date: The date Customer first accepts these Terms.

These Terms of Service (the "Terms") are a binding agreement between Archon Interactive LLC, a Maryland limited liability company doing business as WIPforge, and any successor or permitted assignee that provides the Services ("WIPforge," "we," "us"), and the business entity you represent ("Customer," "you"). By clicking "accept," creating an account, starting a trial, or using the Services, you accept these Terms on behalf of Customer and represent that you have authority to bind Customer. If you do not have that authority, or if Customer does not agree to these Terms, you may not use the Services. The Services are offered only 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. WIPforge does not receive or store Intuit passwords. Customer is responsible for its users' actions, account administration, and access controls, and Customer may connect only 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 process and Intuit APIs authorized by Customer. WIPforge designs and operates the Services to retrieve and use Customer’s QBO data only as needed to provide the Services and not to write to, modify, or delete data in Customer's QBO file.

(b) Customer authorizes WIPforge to access, retrieve, and process Customer’s QBO data and related account information as reasonably necessary to provide, secure, support, and improve the Services, and represents that it has all rights and permissions required to grant that authorization.

(c) Customer may disconnect a QBO company at any time in the Services or through Intuit’s connected-app settings; disconnection revokes WIPforge's access tokens with Intuit and stops further access to that QBO company. Portions of the Services will not function without a connected QBO company, and previously generated reports remain subject to Section 6.

(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, authorization systems, and availability, and WIPforge is not liable for unavailability, interruptions, errors, changes, or limitations 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 for Customer’s internal business and informational purposes only and are not accounting, tax, legal, financial, audit, attestation, assurance, CPA review, compilation, or other professional advice or services. WIPforge is not a public accounting firm or CPA firm and does not certify, verify, audit, examine, review, compile, attest to, or independently validate Customer’s books, records, calculations, accounting judgments, or report outputs. Customer is solely responsible for the accuracy and completeness of its underlying data, for selecting and applying appropriate accounting policies and estimates, and for obtaining review and approval from Customer’s qualified professionals, including its CPA or independent accounting advisor where appropriate, before relying on any report or providing it to any third party, including any surety, lender, owner, auditor, accountant, taxing authority, regulator, or other recipient. No third party may rely on the Services or any report as a representation, warranty, certification, audit, attestation, assurance, or professional opinion by WIPforge, and Customer must not present any report as having been prepared, certified, audited, reviewed, or approved by WIPforge in that capacity.

5. Subscriptions, fees, renewal

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

(b) Auto-renewal disclosures. Subscriptions renew automatically at the end of each billing period, and Customer authorizes WIPforge or its payment processor to charge the payment method on file for the then-current price for the selected plan and billing interval (or the grandfathered rate for Founding Members in good standing), plus applicable taxes, unless Customer cancels before renewal. The checkout flow will disclose the plan, price, billing interval, automatic-renewal terms, and cancellation method before Customer accepts. For annual plans, WIPforge will send a renewal reminder at least 30 days before renewal. Customer may cancel at any time through the billing portal or by contacting support@wipforge.com; cancellation takes effect at the end of the then-current billing period, and Customer retains access through that 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 WIPforge collects where required. Customer is responsible for maintaining current, valid payment information. Fees are non-refundable except as expressly stated in the Founding Member Terms or as required by law.

(e) Payment failure. If a renewal payment fails, WIPforge may retry the payment and notify Customer. The subscription remains in a grace period with full access for up to 30 days unless WIPforge determines that continued access creates a legal, security, or operational risk. Uncured payment failure after the grace period may result in suspension or cancellation.

(f) ACH authorization. If Customer pays by ACH debit, Customer authorizes WIPforge and its payment processor to initiate recurring ACH debits from the designated bank account for subscription fees, taxes, plan changes, retries after failed payments, and other amounts Customer authorizes under these Terms. Debit amounts may vary based on Customer’s plan, billing interval, taxes, and authorized changes. This authorization remains in effect until Customer cancels the subscription or revokes the authorization by giving WIPforge or the payment processor sufficient notice to act on the revocation. The authorization continues in favor of any successor or assignee of WIPforge's rights under Section 13 after notice of the change.

6. Customer data

(a) Customer owns its data. As between the parties, Customer retains all right, title, and interest in Customer's QBO data, account data, and report outputs. Customer grants WIPforge a limited, non-exclusive right to access, retrieve, process, host, transmit, copy, display, and export Customer data as necessary to provide, secure, support, improve, and maintain the Services; comply with law; enforce these Terms; and as described in the Privacy Policy.

(b) WIPforge will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer data, including encryption in transit and at rest, encrypted OAuth tokens, workspace-scoped access controls, audit logging of sensitive operations, rate limiting, and error monitoring with sensitive-data scrubbing. No method of transmission or storage is completely secure. To the extent applicable data-protection law requires a data processing agreement for the Services, WIPforge will make a reasonable data processing agreement available upon Customer’s request.

(c) Customer may access, export, correct, or delete Customer data through the Services or by contacting WIPforge. Upon cancellation or termination, Customer will have read-only access to previously generated reports, including export, for 90 days, unless access has been terminated for unlawful use or security risk. After that period, WIPforge may delete Customer data in the ordinary course. Customer may request deletion at any time, subject to records WIPforge must retain for billing, tax, audit, security, dispute, or legal compliance purposes.

(d) WIPforge may create and use aggregated or de-identified data, analytics, usage statistics, and learnings derived from use of the Services, provided they do not identify Customer or any individual and cannot reasonably be used to re-identify Customer. WIPforge may use such information for product improvement, internal analytics, research, security, and business purposes. WIPforge will not publish or provide external market benchmarks or market statistics derived from Customer data unless the information is aggregated, de-identified, not reasonably capable of identifying Customer or any individual, and not presented as audited, verified, or accounting advice. Customer does not restrict WIPforge’s use of information permitted by this Section.

(e) WIPforge will not use Customer’s QuickBooks data to train machine-learning models unless Customer expressly agrees.

7. Acceptable use

Customer shall not, and shall not permit users or third parties to: resell, sublicense, rent, lease, timeshare, or provide the Services to third parties except Customer’s authorized users (and accountant/bookkeeper firms using multi-company features within their plan); reverse engineer, decompile, copy, frame, scrape, or extract the Services or any source code, models, workflows, or non-public content; circumvent usage limits, rate limits, security controls, or access controls; share accounts or credentials; interfere with or disrupt the Services, Intuit’s services, or any network; use the Services to build or train a competing product or service; conduct public benchmarking or performance testing without WIPforge’s consent; upload or transmit unlawful, infringing, harmful, or malicious content or code; attempt unauthorized access; or exceed reasonable, documented API, export, or report-generation limits.

8. Intellectual property; feedback

WIPforge and its software, design, workflows, reports, templates, documentation, and other Service materials are owned by WIPforge or its licensors. Customer receives only the limited right to access and use the Services during its subscription in accordance with these Terms. Customer grants WIPforge a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, disclose, and otherwise exploit feedback, suggestions, ideas, or recommendations about the Services without restriction, attribution, confidentiality obligation, 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

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WIPFORGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR REPORTS WILL BE ACCURATE, ERROR-FREE, UNINTERRUPTED, SECURE, OR COMPATIBLE WITH INTUIT’S SERVICES OR CUSTOMER’S REQUIREMENTS.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WIPFORGE'S AGGREGATE LIABILITY UNDER ANY THEORY IS LIMITED TO THE FEES ACTUALLY PAID BY CUSTOMER TO WIPFORGE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE CAP DOES NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS OR LIABILITY FOR MISUSE OF THE SERVICES, BREACH OF SECTION 7, INFRINGEMENT OR MISAPPROPRIATION OF WIPFORGE’S INTELLECTUAL PROPERTY, OR EITHER PARTY’S LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED BY LAW. EXCEPT FOR THOSE NARROW CARVE-OUTS, THE CAP AND EXCLUSIONS APPLY TO ALL CLAIMS IN THE AGGREGATE AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN.

12. Term; suspension; termination

These Terms apply while Customer has an account or uses the Services. Customer may cancel its subscription as described in Section 5(b). WIPforge may suspend access immediately if Customer fails to pay after notice, violates Sections 7 or 8, creates a security, legal, or operational risk, or if suspension is required by law or requested by Intuit or another service provider. WIPforge may terminate these Terms or Customer’s account for material breach if the breach is not cured within thirty (30) days after notice, or immediately for unlawful use, repeated violations, non-payment after the Section 5(e) grace period, or material risk to the Services or others. Where practicable, WIPforge will give notice and a reasonable opportunity to cure. Upon termination, Customer must stop using the Services; data access and deletion are handled under Section 6(c). Sections that by their nature should survive, including Sections 4, 5(f), 6(c)–(e), 8–11, and 13–15, survive termination.

13. Assignment

Customer may not assign or transfer these Terms without WIPforge’s prior written consent, and any attempted assignment in violation of this Section is void. WIPforge may assign, delegate, or transfer these Terms, in whole or in part, without Customer’s consent, to an affiliate, successor entity, or third party in connection with a merger, corporate reorganization, spin-out, financing, change of control, or sale or transfer 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

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The state and federal courts sitting in Delaware have exclusive jurisdiction and venue for any dispute arising out of or relating to these Terms or the Services, and each party consents to personal jurisdiction in those courts.

15. General

(a) Entire agreement. These Terms, together with the Privacy Policy and any applicable Founding Member Terms, are the entire agreement between WIPforge and Customer regarding the Services and supersede prior or contemporaneous agreements, proposals, and communications about the Services. If the Founding Member Terms apply and conflict with these Terms, the Founding Member Terms control for that Founding Member subscription.

(b) Changes to Terms. WIPforge may update these Terms from time to time by posting updated Terms with an updated effective date. For material changes, WIPforge will provide reasonable advance notice by email, in-app notice, billing notice, or other reasonable means. Changes apply prospectively after their stated effective date. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms; if Customer does not agree, Customer must stop using the Services and may cancel before the effective date.

(c) Notices. WIPforge may give notices to Customer by email to the account email address, in-app message, billing portal notice, or other reasonable electronic means. Customer is responsible for keeping its account email address current. Customer notices to WIPforge must be sent to support@wipforge.com and, for legal notices, by mail to Archon Interactive LLC d/b/a WIPforge, Attn: Legal, 2201 Old Court Road, Baltimore, MD 21208.

(d) Other terms. If any provision of these Terms is unenforceable, the remaining provisions remain in effect. A party’s failure to enforce a provision is not a waiver. There are no third-party beneficiaries to these Terms, including any surety, lender, owner, auditor, accountant, taxing authority, regulator, or other recipient of a report. Neither party is liable for delay or failure to perform due to events beyond its reasonable control. The parties are independent contractors.