This Software License & Hardware Purchase Agreement (the “Agreement”) is made effective between Wipfli LLP and the entity specified in the attached Product Order or listed in the online form (the “Licensee” or “Purchaser”) and is effective as of the date of the acceptance of the Product Order or online indication of acceptance (the “Effective Date”). Licensee’s acceptance of the Product Order or online indication of acceptance indicates its agreement to the terms of this Agreement, and the rights of the parties shall be governed exclusively by this Agreement and, if applicable, the Product Order. Any attempt by Licensee to vary this Agreement, whether in a purchase order or otherwise, shall be considered by Wipfli to be material and are hereby expressly objected to and rejected by Wipfli. Additional or different terms and conditions shall not be binding upon Wipfli unless expressly made pursuant to a written modification of this Agreement signed by an authorized representative of Wipfli.

  1. Definitions. a. “Third Party Equipment” means the equipment and devices listed on the Product Order or online form that originate from parties other than Wipfli and Wipfli is the reseller of such products to Purchaser. b. “Third Party Software” means the computer programs other than the Wipfli Software listed on the Product Order or online form, including software such as operating systems installed on Third Party Equipment, that originate from parties other than Wipfli and Wipfli is providing Licensee with a license from the third party under the Third Party Software and under the terms and conditions established by the originator. c. “Wipfli Software” means the computer programs originating from Wipfli listed on the Product Order or online form, copies of which will be provided to Licensee. d. “Wipfli SAAS Software” means the computer programs originating from and hosted by Wipfli listed on the Product Order or online form, to which Licensee will be provided remote access and certain rights to use. e. “Wipfli Materials” means the Wipfli Software and the Wipfli SAAS Software, along with any associated documentation, user guides, and manuals. f. “Security Breach” means any act or omission that materially compromises the security, confidentiality or integrity of Licensee’s data or information or the physical, technical, administrative or organizational safeguards put in place by Wipfli that relate to the Licensee’s use of the Wipfli SAAS Software.
  2. Third Party Equipment Purchase. If the Product Order or online order includes the purchase of Third Party Equipment, Purchaser agrees to purchase the Third Party Equipment from Wipfli for the fees and under the payment terms specified in the Product Order or online form, as applicable. Wipfli shall deliver the Third Party Equipment to Purchaser in accordance with such terms.
  3. Third Party Software License. If the Product Order or online order includes the licensing of Third Party Software, Wipfli will provide to Licensee a license for such Third Party Software, which license shall be between Licensee and the third party and on the same terms and conditions under which the third party software vendor has agreed to license Licensee, including all applicable warranties and liability disclaimers of the third party and, with respect to Wipfli, further including the warranty and liability disclaimers contained herein.
  4. Wipfli Software License Grant. If the Product Order or online order includes the licensing of Wipfli Software, Wipfli grants to Licensee a non-exclusive, non-transferable, and non-sublicensable license to use the specified Wipfli Software for its own internal business purposes, with the limitations herein, and for the period of use specified in the Product Order or online form. This license includes the right to make the number of installations of Wipfli Software that are indicated in the Product Order or online form and to make one archival or backup copy. Continued installation or use of the Wipfli Software beyond the specified term and/or installation of the Wipfli Software in excess of the permitted number of installations, are material breaches of this Agreement. Licensee acknowledges and agrees that the Wipfli Software may become disabled by a security program that is part of the Wipfli Software or be disabled remotely by Wipfli at the end of the licensed period of use.
  5. Wipfli SAAS Software Access Grant. If the Product Order or online order includes the right to use of Wipfli SAAS Software, Wipfli grants to Licensee the right to access and use the Wipfli SAAS Software for its own internal business purposes, with the limitations herein, and for the term of use specified in the Product Order or online form. This right to use is limited to the number of users or accounts indicated in the Product Order or online form. Use of the Wipfli SAAS Software beyond the specified term and/or exceeding authorized access to the Wipfli SAAS Software, are material breaches of this Agreement. Licensee will ensure that all usernames and passwords for the Wipfli SAAS Software shall be kept secret and secure and used only by authorized personnel. Licensee shall be responsible for all misuse of usernames and passwords by it, its employees, and any third party contractors and Licensee shall promptly inform Wipfli of any breach of password security or use of or possession of passwords by a non-authorized individuals. Wipfli shall promptly inform Licensee in the event of a Security Breach relating to the SAAS Software involving Licensee’s data or information.
  6. Limitations on License/Use of Wipfli Materials. All use, copying, and distribution of the Wipfli Materials not specifically authorized herein is strictly prohibited. Licensee shall not: (a) publicly display the Wipfli Materials, including on websites; (b) create derivative works from the Wipfli Materials or remove or obliterate any patent, trademark, copyright, or other notices; (c) use the Wipfli Materials in connection with the providing of training, consulting or other services to any third parties; (d) distribute copies of the Wipfli Materials to anyone other than its employees and then solely to the extent of Licensee’s license or use rights; (e) sublicense, assign or transfer the Wipfli Materials, in whole or in part, to any third party, under any circumstances; (f) sell, distribute, rent or lease the Wipfli Materials, in whole or in part, to any third party; (g) take any action to disable, circumvent, or evade any security programs included as part of the Wipfli Materials, including any programs which are capable of automatically or remotely terminating Licensee’s use of the Wipfli Materials; or (h) decompile, disassemble, reverse engineer, or make any attempts to discover the source code for the Wipfli Materials, except to the extent permitted by applicable law. Any breach of the foregoing restrictions shall result in the immediate termination of this Agreement, without further notice.
  7. Use of Materials. Licensee agrees to use the Wipfli Materials in accordance with all applicable laws, rules, and regulations. Licensee shall at no time use the Wipfli Materials 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. Wipfli reserves the right to terminate this agreement immediately if Wipfli’s products and systems are so used by Licensee and to take any other action it reasonably believes necessary to comply with the law. Licensee shall indemnify, defend, and hold Wipfli harmless from any damages to Wipfli of any kind arising out of or based upon Licensee’s a breach of this Agreement or arising out of or based upon a violation of the applicable law or scope of the license granted herein by Licensee or any of its employees or subcontractors.
  8. Training/Installation/Maintenance. Unless specified in the Product Order or the subject of another written agreement between the parties, Wipfli shall not provide any training, installation, or maintenance of the Third Party Equipment, Third Party Software, Wipfli Software, or Wipfli SAAS Software. To the extent any Wipfli Software or Wipfli SAAS Software includes user guides, manuals, or the like, Licensee shall be permitted to copy and use all such materials for its own internal business purposes for so long as Licensee maintains its license to the Wipfli Software or access rights to the Wipfli SAAS Software.
  9. Price; Payment Terms; Taxes. a. The payment terms for the purchase of Third Party Equipment, license of Third Party Software or Wipfli Software, and/or use rights in Wipfli SAAS Software shall be as specified in the Product Order or online form, as applicable, and Licensee shall pay the licensee fee to Wipfli in accordance with such terms. b. Licensee shall be responsible for all taxes, duties, fees or other charges of any kind (including, but not limited to use tax, sales tax, excise tax, duty, custom, inspection or testing fee, value added tax, or any other tax, fee or charge of any nature whatsoever) imposed by any governmental authority against Wipfli or Licensee based upon this Agreement or the Product Order or Licensee’s use of the equipment or software, including, without limitation, any penalties, interest, or other amounts relating to the non-payment or late payment of such taxes. In the event Wipfli is required to pay any such tax, fee or charge, regardless whether such tax, fee or charge is imposed before or after Wipfli’s performance and/or Licensee’s payment under this Agreement, Licensee shall reimburse Wipfli therefor and shall indemnify and hereby does indemnify, defend, and hold Wipfli harmless from and against all such taxes. c. Unless otherwise agreed, all business or commercial accounts will be charged interest at the lesser of 1% per month or the maximum rate permitted by law, except where prohibited by law, on that portion of Licensee’s balance due to Wipfli that is outstanding over thirty (30) days.
  10. Change Orders. A “Change Order” means a mutually agreed-upon change in the Product Order, the Third Party Equipment being purchased, the term of license to Wipfli Software or right to access Wipfli SAAS Software, or the fees chargeable by Wipfli to Licensee, which is reduced to writing and executed by an authorized representative of Wipfli and Licensee and sets forth in detail (i) the changes to be made, (ii) all adjustments necessitated by such Change Order in the terms of the Product Order, and (iii) all adjustments necessitated by such Change Order in the amounts due to Wipfli hereunder. Change Orders shall, upon their execution and delivery, become part of the Product Order.
  11. Term; Termination. This Agreement shall commence on the Effective Date and shall end upon the latter of the expiration of Licensee’s term of license to the Wipfli Software and term of permitted use rights for the Wipfli SAAS Software. Wipfli may terminate this Agreement and all rights granted at any time upon Licensee’s failure to comply with any of the terms and conditions set forth herein. Upon any termination or expiration of this Agreement and the licenses hereunder, Licensee agrees to destroy and/or delete the Wipfli Materials together with all copies, modifications, derivatives, or portions of them in any form and certify in writing that such destruction and/or deletion has been completed.
  12. Title; Enforcement. Licensee acknowledges that Wipfli shall at all times retain ownership of all rights, including copyrights, to the Wipfli Materials and that the only rights Licensee acquires in the Wipfli Materials are those explicitly granted herein. Wipfli shall retain all right to enforce rights in the Wipfli Materials against third parties. Licensee further acknowledges that the originators of the Third Party Software retain ownership of all rights, including copyrights, to the Third Party Software and that the only rights Licensee acquires in the Third Party Software are those explicitly granted in the license agreements accompanying such software and expressly granted by the third party originator.
  13. Licensee’s Hardware/System/Platform. Licensee acknowledges that specifications for hardware, systems, and platforms (the “System Requirements”), which may be those of third parties, have been provided to Licensee so that it can determine the sufficiency and compatibility of its systems for any Third Party Equipment, Third Party Software, and/or Wipfli Software to be installed and/or implemented. Licensee further acknowledges that System Requirements are minimum requirements necessary for operation, but which may not be an optimal platform or configuration. Wipfli does not warrant or guarantee any hardware, software, or other products implemented or installed will function at any particular speed or level of efficiency. Licensee acknowledges that each computer system or hardware platform is complex and unique, and Wipfli cannot control all variables related to the operation of hardware, software, or other products on Licensee’s hardware or computer system.
  14. Third Party Products; Subcontractors. Wipfli shall not be held liable for hardware, software, other products, or services that have been written, produced, or provided by third parties. Licensee accepts all responsibility for, and risk-of-loss associated with, Licensee’s use of third-party software, hardware, products, and/or services. Licensee accepts full responsibility for all communications with, and indemnifies and holds Wipfli harmless from claims by, third party software developers, vendors, contractors, and/or subcontractors, who have not been directly commissioned, engaged, retained, or hired by Wipfli.
  15. Warranty Limitations. Except as expressly given herein by Wipfli with respect to the Wipfli Software and Wipfli SAAS Software, or given by the third parties in the third party licenses or warranties associated with the Third Party Equipment or Third Party Software, the Third Party Equipment, Third Party Software, Wipfli Software, and Wipfli SAAS Software are furnished to Licensee “AS IS.” All Third Party Equipment and Third Party Software are subject to the originator’s license agreements and have a warranty only to the extent one is provided by the originator. Wipfli does not provide any additional implied or express warranty of the product(s). EXCEPT AS EXPRESSLY STATED HEREIN, WIPFLI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT OR SOFTWARE, THEIR COMPATIBILITY WITH LICENSEE’S HARDWARE OR SOFTWARE, THEIR PERFORMANCE, QUALITY, MERCHANTABILITY, CORRECTNESS, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT, SECURITY OF LICENSEE’S DATA, OR OTHERWISE. FURTHER, WIPFLI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE HARDWARE OR SOFTWARE WILL BE FREE FROM BUGS, THAT LICENSEE’S USE WILL BE UNINTERRUPTED, OR AS TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. LICENSEE 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 LICENSEE’S USE OR OPERATION OF THE HARDWARE OR SOFTWARE. NO ORAL OR WRITTEN STATEMENTS MADE BY WIPFLI OR ITS EMPLOYEES, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, APPLICABILITY, OR PERFORMANCE OF THE HARDWARE OR SOFTWARE SHALL BE DEEMED A WARRANTY OR A REPRESENTATION BY WIPFLI FOR ANY PURPOSE NOR GIVE RISE TO ANY LIABILITY OR OBLIGATION OF WIPFLI.
  16. Representations and Indemnifications. Wipfli represents and warrants that the Wipfli Materials: (a) do not infringe or violate the intellectual property or other rights of any third parties when operated or used as intended by the parties; (b) contain 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 intercept or expropriate any system, data or personal information. Notwithstanding the foregoing, the parties agree that the Wipfli Materials may contain programming routines or computer code that disables or permits the disabling of the Wipfli Materials at the end of the permitted period of use or permits access to the Wipfli Materials by Wipfli for the purposes of maintenance or technical support. Wipfli shall defend, indemnify and hold harmless Licensee and its stockholders, permitted successors, permitted assigns, officers, directors, employees, agents and representatives (“Licensee Indemnitees”) from and against any and all claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of, or relating to: (i) any suit or claim that the Wipfli materials infringe the rights of, or misappropriate 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 this Agreement. Licensee shall defend, indemnify and hold harmless Wipfli and its partners, 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 uncured by a Wipfli Indemnitee due to, arising out of, or relating to (i) Licensee’s use or misuse of the Wipfli Materials, Third Party Equipment, and Third Party Software, including, without limitation, any claims for personal injury, death, or property damage; or (ii) Licensee’s breach of any representation, warranty, or obligation under this Agreement.
  17. Limitation on Damages. IN NO EVENT SHALL WIPFLI BE LIABLE TO LICENSEE OR ANYONE CLAIMING UNDER LICENSEE 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 GOODS, SERVICES, 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 PRODUCTS OR TRANSACTIONS CONTEMPLATED IN THE PRODUCT ORDER OR CHANGE ORDER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO WIPFLI UNDER SUCH PRODUCT ORDER OR CHANGE ORDER.
  18. Disputes; Choice of Law. All claims, disputes, and controversies between Licensee and Wipfli arising out of, or related to, this Agreement, the software or equipment that is the subject of this Agreement, 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 Licensee and Wipfli, which cannot be resolved in the normal course of business, shall be resolved exclusively in the state and federal courts governing the State of Wisconsin and the parties consent to the exclusive personal jurisdiction and venue of such courts and waive any objection thereto. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law provisions.
  19. Miscellaneous. a. The provisions of this Agreement 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 this Agreement 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. Licensee may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Wipfli. 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 this Agreement. c. These terms and conditions of this Agreement, together with the Product Order to which this Agreement is attached, the Product Order’s other appendixes, and any applicable Change Orders, constitute the entire agreement between the parties on the subject matter thereof and supersede and merge all prior proposals (including prior proposals of Wipfli), understandings, and agreements (oral or written) between the parties relating to the subject matter including, without limitation, the terms of any request for proposal issued to Licensee or the standard printed terms on any purchase order issued by Licensee. No modification, amendment, supplement to, or waiver of the terms and conditions in this Agreement or the Product Order shall be binding upon the parties unless made in writing and duly signed by both parties. To the greatest extent reasonably possible, the provisions of this Agreement, the Product Order and any appendixes, Change Orders, and any other exhibit, attachment, schedule, or other document referenced in or by the Product Order shall be read together and harmonized to give effect to the parties’ intent. In the event of a direct conflict among the express provisions of the foregoing, the Product Order shall be given controlling effect