Software License Agreement

1. Definitions

1.1 "Access Credential" means any token, access code, invitation code, user name, password, key, or other credential used to verify and authorize an Authorized User's access to the Application.

1.2 "Account Data" means information that relates to Customer's relationship with WII, including name and contact information, billing information, authorization information (e.g., username, password, two factor authentication), as well as, system logs and other account activity collected by WII in the general operation of the Application and other WII products and services.

1.3 "Application" means the specific software program to which WII provides Customer with access, as further described in the related Documentation, including all software, services and information technology infrastructure therein, and any WII-provided modifications, enhancements, or updates to the foregoing.

1.4 "Authorized User" means an individual Customer employee, contractor, or other user that Customer has authorized to use the Application. 

1.5 "Customer Materials" means all data, information, files, videos, images, sounds, logos, content, and other materials that Customer uploads to or otherwise makes available through the Application. Customer Materials expressly exclude Account Data and De-Identified Data.

1.6 "De-identified Data" means information that meets each of the following criteria: the information (i) does not identify You; (ii) does not identify, by network Internet Protocol address, raw hardware serial number, or raw MAC address, a particular device or computer associated with or used by You; and (iii) is not reasonably linkable to a particular natural person due to technical, legal, or other controls.

1.7 "Documentation" means all written, printed, or electronically-provided user manuals and other documentation that WII may make available to Customer.

1.8 "Intellectual Property Rights" means any rights (whether owned or licensed) existing now or in the future under patent law, copyright law, trademark law, data and database protection law, trade secret law, and any and all similar proprietary rights. 

1.9 "Report" means a report generated using the Application, which compiles, processes, and presents analyses based on the Customer Materials. 

1.10 "Support Services" has the meaning set forth in Section 2.2 (Support Services).

2.1 Access to Application. WII shall provide Customer with access to the Application, and the associated Documentation. The Application is designed to allow government contractors to generate Reports using which they may determine the applicable billable rates cost structure for time-and-materials contracts by categorizing indirect costs and identifying indirect cost rates. Each Report is based on a proprietary set of structure, sequence, functions, database schema, and format developed by WII ("Report Functions"). Customer may (i) input the necessary information and other Customer Materials into the Application; and (ii) use the Application to analyze such Customer Materials to generate Reports. Customer acknowledges and agrees that the Application is intended to provide a tool that Customer may use to facilitate certain aspects of managing its business, and that the Application is not intended to replace the judgment of Customer or its employees in making decisions regarding Customer's financial operations or other aspects of its business. 

2.2 Support Services. WII shall use commercially reasonable efforts to: (i) correct material errors reported by Customer in a manner commensurate with the severity of the error; and (ii) make the Application available to Customer without material interruption, subject to reasonable downtime for maintenance and error corrections ("Support Services"). WII may use a variety of methods (e.g., in-product, chat, email, and FAQs) to provide the Support Services. Support Services shall not include: (i) training on the use of the Application or other "how-to" questions; or (ii) correction of errors attributable to (a) Customer's or its Authorize User's failure to comply with the Documentation or other instructions from WII, (b) Customer Materials, or software, hardware, or other items supplied by Customer or on its behalf by a third party, or (c) factors outside of WII's reasonable control.

2.3 Additional Services. If Customer desires any services other than the Services including, for example, customization, integration, additional support services, new functionality, or other unique or tailored services (collectively, the "Additional Services"), then Customer shall present a written request to WII outlining the requested Additional Services, and the Parties shall then negotiate in good faith a written description of work, which shall include a detailed description of the Additional Services to be provided, an estimated delivery schedule, fees associated with the Additional Services, ownership, and any other terms or conditions applicable to the Additional Services (each, a "Work Description"). When executed by both Parties, the Work Description shall be deemed incorporated into and made a part of this Agreement for all purposes.

4.1 License Grant to Application. Subject to the terms and conditions of this Agreement, WII, under its Intellectual Property Rights, hereby grants to Customer during the Term a limited, non-exclusive, non-sublicenseable, and non-transferable subscription license to access and use the Application: (i) for Customer's internal business purposes, and (ii) to permit Customer's Authorized Users to access and use the Application for Customer's internal business purposes. Customer agrees that Customer's and its Authorized Users' access to and use of the Application shall be limited to: (a) an instance of the Application in object code; (b) the version of the Application that WII generally makes available to its customers; and (c) the use of the Application in a manner as permitted pursuant to the Documentation.

4.2 License Grant to Reports. Subject to the terms and conditions of this Agreement, WII, under its Intellectual Property Rights, hereby grants to Customer, a limited, non-exclusive, non-sublicenseable, non-transferable license to: (i) during the Term, access, copy, print, and use the Reports via the Application for Customer's internal business purposes; and (ii) during and after the Term, use the printed copies of the Reports for Customer's internal business purposes. Customer shall be entitled to provide a copy of the Reports to the applicable government authorities solely in connection with Customer's reporting obligations to such government authorities. For the avoidance of doubt, Customer acknowledges that following the termination or expiration of this Agreement, Customer shall no longer have the right to access to the Application, including the Reports.

4.3 License Grant to Documentation. Subject to the terms and conditions of this Agreement, WII, under its Intellectual Property Rights, hereby grants to Customer, during the Term, a limited, non-exclusive, non-sublicenseable, and non-transferable subscription license to access, internally distribute to Authorized Users, and use and permit Authorized Users to use, the Documentation solely in connection with Customer's use of the Application. Customer shall only use the Documentation in the form provided by WII, and shall not edit, change, or otherwise modify the Documentation without WII's prior written consent. 

4.4 Customer License Grant to WII. Customer hereby grants to WII, during the Term, a non-exclusive license to access, modify, and otherwise use (and to permit its subcontractors and affiliates to access, modify, and otherwise use) the Customer Materials to provide the Services (including the provision of access to the Application and Reports) and as otherwise contemplated in this Agreement. To the extent Customer Materials include information, data, or other materials of third parties, Customer shall be solely responsible for obtaining necessary consents required for Customer to grant the license to WII in this Section 4.4 (Customer License Grant to WII). 

5.1 WII Ownership. As between the Parties, other than those rights expressly granted to Customer under this Agreement, WII is and shall remain sole owner of all right, title, and interest in and to: (i) the Application and its components; (ii) Reports; (iii) Report Functions; (iv) other WII Confidential Information; (iv) any improvements or modifications thereto; and (v) all Intellectual Property Rights embodied in the foregoing. 

5.2 Customer Ownership. As between the Parties, other than those rights expressly granted to WII under this Agreement, Customer is and shall remain sole owner of all right, title, and interest in and to the Customer Materials.

5.3 No Implied Rights. Nothing in this Agreement shall be construed to grant either Party any rights other than those expressly provided herein. Any rights granted to a Party under this Agreement must be expressly provided herein, and there shall be no implied rights pursuant to this Agreement, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted herein are reserved.

6.1 Fees. In consideration for the Services and the licenses granted herein, Customer shall pay WII the fees (collectively, the "Fees") in accordance with WII's current fee schedule, which is posted, as applicable, on Intuit's QuickBooks App Store. Fees are stated and payable in U.S. Dollars. WII does not process payments itself – WII utilizes services made available by payment services providers ("Payment Processors") that Customer must use to process payments. Payment Processors that WII may use in this regard include Stripe, Inc. Customer's use of the Payment Processors' services may be subject to Customer's acceptance of such Payment Processors' own terms and conditions. When Customer enrolls in a recurring subscription, Customer's subscription will auto-renew at the then-current subscription rate at the end of the billing cycle that Customer selected at the time of order; provided that the subscription will not auto-review if Customer cancels the subscription prior to its renewal date or WII terminates it. Customer may cancel its subscription anytime by logging into its account or by contacting WII. Upon cancellation of a subscription, WII will continue to provide the Services and the licenses during the remaining subscription term for which Customer has prepaid (unless earlier terminated), however, at the end of the then-current subscription term, WII will no longer provide the Services or the Application, and no further fees will be charged for the subscription. WII reserves the right to refuse any order. WII may, in its sole discretion, reduce, limit, or cancel orders. In the event that WII limits, cancels, or otherwise reduces an order, WII will notify Customer by contacting the e‑mail address, mailing address, and/or phone number provided at the time Customer placed the order or when Customer last updated in its account. Customer agrees that the information it provides during the ordering and payment process is current, complete, and accurate. Customer agrees to promptly update its account and other information, including contact information and payment methods, upon any change, so that WII is able to complete transactions and contact Customer as needed. Except as expressly otherwise provided herein, Fees are not eligible for any proration or refunds, even if Customer's access to the Services is cancelled or terminated early, or even if Customer does not use the full scope of Services. 

6.2 Taxes. All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon WII's net income. 

7.1 Customer Responsibilities. Customer (i) is solely responsible and liable for activity in its account for the Services and all use of the Application, including for the actions and omissions of its Authorized Users to the extent that such actions or omissions would, if performed by Customer itself, constitute a breach of this Agreement; (ii) must use commercially reasonable efforts to prevent unauthorized access to its account and will notify WII promptly of any such unauthorized access; (iii) must use the Services and the Application only in accordance with documentation and guidance provided to Customer by WII; and (iv) must use the Services and Application only in compliance with applicable law. 

7.2 Access Credentials. WII relies on Access Credentials to verify Authorized Users in order to provide them with access to the Application. Accordingly, Customer agrees, and shall cause each Authorized User to agree, that: (i) each Authorized User must use unique Access Credentials and Access Credentials shall not be shared with or used by any other Authorized User or third party; and (ii) WII will be notified immediately if the security, confidentiality or integrity of any Access Credentials have been (or are suspected of being) compromised. 

7.3 Restrictions on Customer Use. Except as expressly permitted in this Agreement, Customer and its Authorized Users may not, nor may Customer and its Authorized Users permit others to: (i) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the source code to the Application or the Reports; (ii) rent or time-share the Application or host the Application in a multi-tenant environment; (iii) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Application or Reports or any copies thereof; (iv) engage in any activity with the Application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party; (v) use the Application, Reports, or data provided via the Application or Reports in any way in furtherance of criminal, fraudulent, or other unlawful activity; (vi) use the Services, Application, or Reports in any manner that is beyond the scope of the rights granted in this Agreement; or (vii) access the Services or use the Application or Reports to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. WII reserves the right to immediately suspend Customer's access to the Application, Services, and/or Reports without liability to WII if, in WII's reasonable judgment, Customer is violating any obligation under this Section 7.3 (Restrictions on Customer Use); provided, however, that WII shall reinstate Customer's access to the Application once WII determines that such violation ceases.

7.4 Accuracy Customer Materials. Customer is solely responsible for the accuracy, truthfulness, and completeness of Customer Materials, and this includes the responsibility to accurately upload and otherwise provide such Customer Materials to the Application. Without limiting the foregoing, and by way of example and not limitation, WII shall not be responsible for any miscalculations or other faults in Reports directly or indirectly caused by Customer-provided financial information and other Customer Materials.

10.1 Termination for Cause. If either Party is in material breach of any obligation under this Agreement, then the non-breaching Party may terminate this Agreement for cause upon written notice after: (i) first providing the other Party with written notice of the breach (a "Notice of Breach"); and (ii) providing thereafter a thirty (30) day opportunity to cure beginning on the date of receipt by the alleged breaching Party of the Notice of Breach.

10.2 Insolvency. In the event that a Party makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed for or against it that is not dismissed within sixty (60) days, the other Party shall have the right to terminate this Agreement immediately upon providing written notice of such termination.

10.3 Effect of Termination or Expiration. The following shall occur upon any termination or expiration of this Agreement:

10.3.1 Cessation of Access to WII Services. Upon termination or expiration of this Agreement, WII shall cease providing the Services and the Application to Customer, and all of Customer's licenses (if any are in existence) shall end except as expressly set forth in this Agreement. 

10.3.2 Destruction of Confidential Information. Except to the extent that a Party has ongoing rights, promptly after termination or expiration of this Agreement, each Party shall: (i) either (a) return the other Party's tangible Confidential Information, or (b) permanently destroy such Confidential Information, and erase it from storage media; and (ii) destroy all information, records, and materials developed from the other Party's Confidential Information ("Derived Information"). Upon request, a Party shall certify in writing to the destruction of such Confidential Information and Derived Information. Notwithstanding the above, the Receiving Party may retain a copy of the Disclosing Party's Confidential Information to the extent required for legal compliance and copies to the extent the same resides on backup servers. Any Confidential Information retained for such purposes shall continue to be subject to the terms of this Agreement.

10.3.3 No Effect on Prior Obligations. Except as otherwise set out herein, the expiration or termination of this Agreement shall not affect any obligation that accrued prior to such expiration or termination, and Customer shall promptly remit to WII all unpaid Fees due to WII prior to the effective date of such expiration or termination. 

10.3.4 Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement shall be without prejudice to other rights and remedies under this Agreement or in equity or at law.

11.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) it is duly organized, validly existing and in good standing, and is qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out its obligations under this Agreement; (ii) its execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement of such Party; (iii) it has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement; and (iv) that it will avoid deceptive, misleading, illegal or unethical practices that may be detrimental to the other Party.

11.2 Customer Representations and Warranties. Customer represents and warrants that: (i) it owns all right, title and interest in and to the Customer Materials or that it has otherwise secured rights in the Customer Materials as necessary to provide the Customer Materials to WII, and to grant to WII the license to use the Customer Materials for purpose set out herein, and to permit each Party to fulfill its obligations under this Agreement; (ii) it has the rights and authority to provide authorizations to WII and third-party providers of Third Party Services as set forth in Section 14.3 (Third Party Services); (iii) Customer and its Authorized Users shall not upload any virus or malicious code to the Services or Application, or otherwise use the Services or Application to develop a virus or malicious code; and (iv) Customer and its Authorized Users shall comply with all applicable federal, state, and local statutes, laws, ordinances, rules and regulations. 

11.3 Disclaimer of Warranties. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE APPLICATION, REPORTS, AND SERVICES, ANY THIRD-PARTY SERVICES AND ANY DATA PROVIDED VIA THE THIRD-PARTY SERVICES OR APPLICATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." WII, ITS LICENSORS AND THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE APPLICATION, REPORTS, AND SERVICES, ANY THIRD PARTY SERVICES OR ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR APPLICATION, IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT ANY USE OF THE APPLICATION, REPORTS, AND SERVICES, THIRD PARTY SERVICES OR DATA PROVIDED VIA THE THIRD PARTY SERVICES OR APPLICATION WILL BE AT CUSTOMER'S SOLE RISK, AND THAT, IF THERE IS ANY LIABILITY IN CONNECTION WITH THE APPLICATION, INCLUDING LIABILITY ARISING FROM A SECURITY BREACH OR WII'S LACK OF COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR DATA PRIVACY PROTECTION, SUCH LIABILITY IS SOLELY WITH THE WII AND NOT ITS LICENSORS OR THIRD PARTY SERVICE PROVIDERS.

12.1 Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WII OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, REPORTS, OR THE APPLICATION, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE APPLICATION OR OTHERWISE ARISING OUT OF THE USE OF THE APPLICATION, REPORTS, OR SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF WII OR ANY SUPPLIER, AND EVEN IF WII OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF WII AND ANY OF ITS SUPPLIERS IN CONNECTION WITH A LOSS OR DAMAGES ARISING HEREUNDER (AN "OCCURRENCE") AND CUSTOMER'S EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY WII) SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER, IF ANY, UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE. 

13.1 Confidential Information. Confidential Information under this Agreement shall consist of all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether oral or in writing (including electronic transmission): (i) that is designated as "Confidential" or "Proprietary" or similar marking by the Disclosing Party at the time of disclosure or within a reasonable period thereafter; (ii) that concerns the customers, finances, technology, proprietary software, methods, research, processes, or procedures of the Disclosing Party or the Disclosing Party's customers, including governmental agencies; or (iii) that by the nature of the circumstances surrounding disclosure, or the information itself, should in good faith, or by law or regulation, be treated as confidential (collectively, the "Confidential Information"). Except where an exception applies under Section 13.3 (Exceptions), Subscriber Materials shall be deemed Subscriber's Confidential Information and the Services, Report Functions, and the Application shall be deemed WII's Confidential Information.

13.2 Non-Disclosure; Standard. The Receiving Party shall retain the Disclosing Party's Confidential Information in strict confidence and shall not use such Confidential Information except for purposes permitted under this Agreement. The Disclosing Party shall be entitled to disclose Confidential Information on a need-to-know basis to its employees, agents, and contractors, who are authorized to access such information, provided that the same are bound by non-disclosure and confidentiality obligations no less protective than those set out in this Agreement. The Receiving Party shall use at least the same degree of care in safeguarding the Disclosing Party's Confidential Information as it uses in safeguarding its own confidential information, but shall not use less than reasonable care and diligence. The Receiving Party will be responsible for any breach of these obligations by its employees, agents, and contractors and any other downstream recipient of Confidential Information provided hereunder.

13.3 Exceptions. The Receiving Party's obligations with respect to the Disclosing Party's Confidential Information shall not apply to Confidential Information that the Receiving Party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information; or (iii) was independently developed by the Receiving Party without reference to the Confidential Information. If a Receiving Party is legally required to disclose the Disclosing Party's Confidential Information in a legal or regulatory proceeding, it will notify the Disclosing Party immediately, and if the Disclosing Party does not seek or obtain appropriate remedies prior to disclosure, the Receiving Party may disclose only the portion of that Confidential Information it is legally required to disclose after exercising reasonable efforts to obtain confidential treatment of that information.

13.4 Return or Destruction. Upon expiration or earlier termination of this Agreement, or at the written request of the Disclosing Party, the Receiving Party shall promptly return or permanently destroy the Disclosing Party's Confidential Information (including all other information, records and materials to the extent developed from the other Party's Confidential Information) consistent with then-current industry standards, with written certification of destruction provided upon request of the Disclosing Party. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party's Confidential Information to the extent (i) it retains ongoing rights, (ii) it is required to comply with applicable laws or legal retention obligations, or (iii) such information is kept or maintained for an established duration as backup data strictly for disaster recovery purposes or in a Party's general working papers in the ordinary course of business. Such Confidential Information will remain subject to the terms and conditions herein, which shall survive termination of this Agreement.

14.1 Privacy Policy. Personal information included in any Customer Materials or Account Data shall be subject to WII's Privacy Policy, which is posted at https://wiicpas.com/Legal/Privacy (as may be updated from time to time), and incorporated by reference into, and is made a part of, this Agreement. 

14.2 Data Use. De-Identified information, comprising financial account balances, other financial data, or generated from other Customer Materials, may be used by our third party vendors to conduct certain analytical research, performance tracking and benchmarking. Such third party vendors may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including helping to improve products and services and assisting in troubleshooting and technical support. Additionally, Customer agree that WII may monitor and audit Customer's use of the Application and Services to confirm Customer's compliance with this Agreement and for WII's other internal business purposes, including analyzing and improving the Application, Reports, and Services. WII shall be entitled to collect, generate from any dataset or source, compile, analyze, and otherwise use Account Data and any other statistical data related to Customer's use of the Application, Reports, or Services for any and all internal business purposes permitted by applicable law, including to improve WII's products and services. By way of clarification, and not limitation, Customer agrees that (i) Customer has no expectation of review, compensation, or other consideration for WII's use and exploitation of such activities, and (ii) WII is free to engage in such activities in its sole discretion and without compensation or other obligation to Customer.

14.3 Third Party Services. Customer understands that the Application, Reports, and Services may require access to certain third-party services ("Third Party Services"), including QuickBooks made available by Intuit, Inc. ("Intuit"). In order to use any feature or functionality that utilizes, including to import certain data and information from, Third Party Services, Customer hereby authorizes third party providers of such services, including Intuit, to obtain Customer Materials from third parties and share it with WII for purposes of providing the Services and the Application. Such Customer Materials may include Customer's financial or personal information hosted by the applicable third parties. In addition, Customer agrees that WII may provide Customer Materials to such third-party providers. Customer's use and/or access to Third Party Services shall be limited to those uses and access rights permitted by the third-party provider. If Customer accesses or uses the Third Party Services, Customer is solely responsible for reviewing and understanding any such terms and conditions governing the use of such Third Party Services. Customer understands that WII has no control over the Third Party Services and that Customer's ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the third party provider's discretion. WII and Customer acknowledge that WII makes no representations or warranties and provides no indemnification or replacement covenants of any kind with respect to Third Party Services.

14.4 Feedback. The term "Feedback" means suggestions, ideas, feature requests, recommendations, and other feedback provided by Customer relating to WII Confidential Information or other elements of WII's business. WII neither seeks nor requests Feedback, and this Agreement places no obligations on Customer to provide Feedback. If Customer chooses to provide Feedback, Customer hereby irrevocably assigns to WII, all right, title, and interest in and to such Feedback (including associated Intellectual Property Rights).

15.1 Changes to the Agreement. WII may amend this Agreement at any time. Any such amendment(s) shall be binding and effective upon the earlier of (i) the date that is thirty (30) days after posting of the amended Agreement on the WII website or (ii) the date that WII provides notice to Customer of the amended Agreement, except that changes to charges and payment terms shall take effect only upon a minimum of thirty (30) days' prior written notice to Customer or at the end of the current subscription period, whichever is later. Customer may immediately terminate this Agreement upon written notice to WII if the amendment to this Agreement is unacceptable to Customer. Customer's continued use of the Services following the periods specified above shall constitute Customer's acceptance of the amendment to the Agreement. 

15.2 Governing Law and Dispute Resolution. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES, REPORTS, APPLICATION, OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply the law of the State of Maryland to all other matters. Notwithstanding anything to the contrary, WII may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WII AND CUSTOMER EACH AGREES THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, CUSTOMER AGREES THAT CUSTOMER AND WII ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, CUSTOMER AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. CUSTOMER AGREES THAT CUSTOMER HAS EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

15.3 Notices. Notices given under this Agreement shall be in writing and sent by email, or by first class mail or equivalent. WII shall direct notice to Customer at the email address or physical mailing address Customer provides in the registration process. Customer shall direct notice to WII at the following address: 

Email Contact Address: Customersuccess@govierates.com

Attn: Customer Support

Each Party may change its notice contact information at any time by giving notice of the new contact information as provided in this section. 

15.4 Entire Agreement. This Agreement represents the entire agreement between Customer and WII with respect to the subject matter hereof and supersedes all previous representations, understandings, or agreements, oral and written, between the parties regarding the subject matter hereof. 

15.5 Severability. Should any provision of this Agreement be held void, invalid, or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid, or inoperative provision had not been contained herein. 

15.6 Assignment. Customer may not assign this Agreement without WII's prior written consent. WII may assign its rights and obligations under this Agreement without Customer's consent. Any purported assignment, delegation, or transfer in violation of this Section 15.6 (Assignment) is void.

15.7 Third Party Beneficiary. Customer acknowledges that Intuit is a third-party beneficiary under this Agreement with rights to enforce the terms of this Agreement.

15.8 Survival. In addition to any other right or obligation that by its nature is intended to survive any termination or expiration, the following Sections shall survive any termination or expiration of this Agreement: (i) Section 5 (Ownership); (ii) Section 6 (Payment); (iii) Section 8 (Indemnification); (iv) Section 11 (Representations and Warranties; Disclaimers); (v) Section 12 (Liability); (vi) Section 13 (Confidentiality); (vii) Section 14.2 (Data Use); and (viii) Section 15 (Miscellaneous). 

15.9 Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for payment) due to any cause which is beyond its reasonable control, including, by way of example, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terrorism, war, governmental action, earthquakes, pandemics and other public health emergencies. 

15.10 Independent Contractors. The Parties are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party. 

15.11 Severability; Waiver; Headings. Any provision of this Agreement determined to be unenforceable or invalid by applicable law or court decision shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or court decision. A Party's failure to require the other Party's performance of any obligation herein shall not affect the full right to require such performance at any time thereafter. A Party's waiver of the other Party's breach of any obligation under this Agreement shall not be taken or held to be a waiver of the obligation itself or of any past or subsequent breaches of the same obligation. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

15.12 Remedies. Except as expressly stated herein, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each remedy is cumulative and in addition to every other remedy available to a Party hereunder or otherwise existing at law, in equity, by statute, or otherwise. The election of any remedies by either Party shall not constitute a waiver of the right to pursue any other remedies.