Terms & Conditions

These Wipfli Hub User Access Terms (“Terms”) govern the use of the Wipfli LLP (“Wipfli”) Wipfli Hub and access to or use of any of the materials and information contained in or accessed via the Wipfli Hub (collectively, the “Wipfli Hub”, as more fully defined below).

These Terms are effective as of the date and time you access the Wipfli Hub. If you do not agree with these Terms, do not access the Wipfli Hub. Any attempt to vary these Terms shall be considered to be material and is hereby expressly objected to and rejected by Wipfli. Further, any additional or different terms and conditions proposed or presented are rejected and are of no effect.

In consideration of access to and use of the Wipfli Hub and the materials and information contained in the Wipfli Hub, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Authorized User (defined below) agrees as follows:

1. Definitions.

  • a) “Authorized User” and “Primary Authorized User” means an individual or entity who is a client of Wipfli and has been granted access to the Wipfli Hub by Wipfli under these Terms and who has accepted these Terms, or an individual designated by a Primary Authorized User to access or use the Wipfli Hub on their behalf. Where an individual Authorized User is an officer, employee, agent or other responsible person affiliated with an entity or organization or a group of entities, both the individual and such entities or organizations shall be deemed Authorized Users for purposes of these Terms and these terms shall be binding upon each and all of them. References to an “Authorized User” refer to both the Primary Authorized User and any additional Authorized Users designated as additional Authorized Users. References to “you”, “yours”, and similar personal pronouns refer to an Authorized User.
  • b) “Wipfli Hub” means the software-as-a-service offering originating from and hosted by Wipfli containing information, data, and other content and accessed via a specific web location maintained by Wipfli and accessed at https://portal.wipfli.com

2. Wipfli Hub Access Grant. Wipfli grants to Authorized User the right to access and use the Wipfli Hub for their own purposes and use in a non-commercial manner, subject to the terms, conditions and limitations herein. Authorized User shall be permitted to copy and use materials on the Wipfli Hub for their own purposes and use in a non-commercial manner for so long as Authorized User maintains its access rights to the Wipfli Hub. Use of the Wipfli Hub beyond the specified term and/or by unauthorized users, are material breaches of these Terms. Where a Primary Authorized User authorizes others to act on its behalf as Authorized Users, the primary Authorized User will ensure that all usernames and passwords for the Wipfli Hub shall be kept secret and secure and used only by Authorized Users. The primary Authorized User shall be responsible for all misuse of usernames and passwords by Authorized Users and shall promptly inform Wipfli of any breach of password security or use of or possession of passwords by a non-authorized individual. With respect to its use of the Wipfli Hub, each Authorized User acknowledges that:

  • a) Authorized Users must provide their own internet access and all equipment necessary to access the Wipfli Hub and WIpfli shall not be responsible for any failure of such access or equipment;
  • b) use of the Wipfli Hub necessarily requires the transmission of data and information over the internet, and over various networks, only part of which may be owned and/or operated by Wipfli and Authorized Users therefore agree that Wipfli is not responsible for any information or data which is lost, altered, intercepted or stored without authorization during the transmission of any information or data whatsoever across networks not owned and/or operated by Wipfli;
  • c) Wipfli reserves the right at any time and from time to time to modify, temporarily or permanently, the Wipfli Hub (or any part thereof); and
  • d) the Wipfli Hub is subject to unavailability for reasonable time periods for maintenance, upgrades, and service and Wipfli makes no representations or warranties as to uptime or availability of the Wipfli Hub.

3. Limitations on License/Use of Wipfli Hub. All use, copying, and distribution of the Wipfli Hub not specifically authorized herein is strictly prohibited. No Authorized User shall: (a) publicly display the Wipfli Hub or the contents thereof, including on websites; (b) modify or create derivative works from the Wipfli Hub or contents thereof or remove or obliterate any patent, trademark, copyright, or other notices; (c) except as authorized herein, sublicense, assign or transfer the Wipfli Hub or contents thereof, in whole or in part, to any third party, under any circumstances; (d) take any action to disable, circumvent, or evade any security programs included as part of the Wipfli Hub, including any programs which are capable of automatically or remotely terminating Authorized User’s use of the Wipfli Hub; or (e) decompile, disassemble, reverse engineer, or make any attempts to discover the source code for the Wipfli Hub, except to the extent permitted by applicable law. Any breach of the foregoing restrictions shall result in the immediate termination of these Terms, without further notice.

4. Reservation of Rights. Wipfli reserves all rights not expressly granted to Authorized User in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Authorized User or any third party any intellectual property rights or other right, title, or interest in or to the Wipfli Hub or any contents thereof, except to the extent of materials upload or contributed to the Wipfli Hub by the Authorized User.

5. Suspension. Notwithstanding anything to the contrary in these Terms, Wipfli may temporarily and without prior notice suspend Authorized User’s access to any portion or all of the Wipfli Hub if: (i) Wipfli reasonably determines that (A) there is a threat or attack on the Wipfli Hub; (B) Authorized User’s use of the Wipfli Hub disrupts or poses a security risk to the Wipfli Hub or to any other Authorized User; (C) Authorized User is using the Wipfli Hub for fraudulent or illegal activities; (D) subject to applicable law, Authorized User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) the provision of the Wipfli Hub to Authorized User is prohibited by applicable law; or (ii) any vendor of Wipfli has suspended or terminated access to or use of any third-party products required to enable Authorized User to access the Wipfli Hub (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Wipfli will have no liability for any damage, liabilities, losses (including any loss of data or profits) of any kind, or any other consequences that an Authorized User may incur as a result of a Service Suspension.

6. Use of Materials. Authorized User agrees to use the Wipfli Hub and contents thereof in accordance with all applicable laws, rules, and regulations. Authorized User shall at no time use the Wipfli Hub or contents thereof to: (a) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (b) transmit materials that are deemed by Wipfli in its sole discretion to be improper or inappropriate; (c) infringe or in any manner misappropriate the intellectual property or other rights of any third party or violate any rights of publicity or privacy; or (d) upload or otherwise transmit files containing any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Authorized User shall indemnify, defend, and hold Wipfli harmless from any damages to Authorized User of any kind arising out of or based upon Authorized User’s breach of these Terms or arising out of or based upon a violation of the applicable law or scope of the license granted herein.

7. Term; Termination.

  • a) Term. The initial term of these Terms begins when accepted by an Authorized User and unless terminated as provided herein will continue in effect.
  • b) Termination. In addition to any other express termination right set forth in these Terms:
    • i. Wipfli may terminate these Terms and access to the Wipfli Hub, effective on written notice to Authorized User if Authorized User breaches any of its obligations under these Terms.
    • ii. An Authorized User may terminate these terms and its access to the Wipfli Hub on written notice to Wipfli.
  • c) Any termination of these Terms shall have immediate effect and shall be effective with respect to the Primary Authorized User and all other Authorized Users associated with the Primary Authorized User.

8. Warranty Limitations. Except as otherwise expressly stated herein, the Wipfli Hub and contents thereof are furnished to Authorized User “AS IS” and Wipfli does not provide any additional implied or express warranty. EXCEPT AS EXPRESSLY STATED HEREIN, WIPFLI MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WIPFLI HUB OR CONTENTS THEREOF, THEIR COMPATIBILITY WITH AUTHORIZED USER’S HARDWARE OR SOFTWARE, THEIR PERFORMANCE, QUALITY, MERCHANTABILITY, CORRECTNESS, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT, AVAILABILITY OR UPTIME, OR OTHERWISE. FURTHER, WIPFLI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE WIPFLI HUB OR CONTENTS THEREOF WILL BE FREE FROM BUGS OR ERRORS, THAT AUTHORIZED USER’S USE OF THE WIPFLI HUB AND CONTENTS THEREOF WILL BE UNINTERRUPTED, OR AS TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. AUTHORIZED USER SHALL INDEMNIFY, DEFEND, AND HOLD WIPFLI HARMLESS FROM ANY AND ALL LOSSES, EXPENSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, INCURRED BY WIPFLI RESULTING FROM AUTHORIZED USER’S USE OF THE WIPFLI HUB AND CONTENTS THEREOF. NO ORAL OR WRITTEN STATEMENTS MADE BY WIPFLI OR ITS EMPLOYEES, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, APPLICABILITY, VAILABILITY, OR PERFORMANCE OF THE WIPFLI HUB SHALL BE DEEMED A WARRANTY OR A REPRESENTATION FOR ANY PURPOSE NOR SHALL SUCH STATEMENTS GIVE RISE TO ANY LIABILITY OR OBLIGATION OF WIPFLI.

9. Representations and Indemnifications. Wipfli represents and warrants that, to their knowledge, the Wipfli Hub: (a) does not infringe or violate the intellectual property or other rights of any third parties when used as intended; (b) contains no viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercepts or expropriates any system, data or personal information. Notwithstanding the foregoing, the parties agree that the Wipfli Hub may contain programming routines or computer code that disables or permits the disabling of the Wipfli Hub at the end of the permitted period of use. Wipfli shall defend, indemnify and hold harmless Authorized Users (“Authorized User Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Authorized User Indemnitee due to, arising out of, or relating to: (i) any suit or claim that the Wipfli Hub or contents thereof infringe the rights of, or misappropriates the property of, any entity or person, including, but not limited to, intellectual property rights; or (ii) Wipfli’s breach of any representation, warranty or obligation under these Terms. Authorized User shall defend, indemnify and hold harmless Wipfli and its owners, permitted successors, permitted assigns, licensors, subcontractors, suppliers, officers, directors, employees, agents and representatives (“Wipfli Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by a Wipfli Indemnitee due to, arising out of, or relating to (i) Authorized User’s use or misuse of the Wipfli Hub or contents thereof, including, without limitation, any claims for personal injury, death, or property damage; or (ii) Authorized User’s breach of any representation, warranty, or obligation under these Terms.

10. Limitation on Damages. IN NO EVENT SHALL WIPFLI BE LIABLE TO AUTHORIZED USER OR ANYONE CLAIMING UNDER AUTHORIZED USER FOR (A) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE INFORMATION OR TECHNOLOGY; (C) SECURITY BREACHES; OR (D) ANY MATTER BEYOND WIPFLI’S REASONABLE CONTROL. ANY LIABILITY OF WIPFLI WITH RESPECT TO, ARISING FROM, OUT OF, OR RELATED TO THE WIPFLI HUB SHALL NOT EXCEED $1,000.

11. Disputes; Choice of Law. All claims, disputes, and controversies between Authorized User and Wipfli arising out of, or related to, these Terms, the Wipfli Hub, or the software or information that is the subject of these Terms, or to the parties respective performance under, interpretation of, the validity of, breach under any of the foregoing, or as to any other rights, duties, or obligations between Authorized User and Wipfli which cannot be resolved in the normal course of business, shall be resolved by binding arbitration under the laws of the State of Wisconsin. These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.

12. Miscellaneous.

  • a) The provisions of these Terms shall be severable, so that the invalidity or unenforceability of any provisions will not affect the validity or enforceability of the remaining provisions; provided that no such severability shall be effective if it materially changes the economic benefit of these Terms to either party. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right to enforce such provision at a later time or to enforce any of the other provisions hereof.
  • b) Notwithstanding any provision contained in these Terms, neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions of these Terms is delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; government action; internet disruptions or unavailability; or, without limiting the foregoing, any other causes not within its control, and which by the exercise of reasonable diligence it is unable to prevent. This clause shall not apply to the payment of any sums due under these Terms by either party to the other.
  • c) Except as expressly provided herein, Authorized User may not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Licensors. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under these Terms.
  • d) These terms and conditions of these Terms constitute the entire agreement between the parties on the subject matter thereof and supersede and merge all prior proposals (including prior proposals), understandings, and agreements (oral or written) between the parties relating to the Wipfli Hub, including without limitation the terms of any request for proposal issued to Authorized User or the standard printed terms on any purchase order issued by Authorized User. No modification, amendment, supplement to, or waiver of the terms and conditions in these Terms shall be binding upon the parties unless made in writing and duly signed by the Parties. To the greatest extent reasonably possible, the provisions of these Terms shall be read together and harmonized to give effect to the intent of the parties. In the event of a direct conflict among the express provisions of the foregoing, these Terms shall be given controlling effect.