Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you (“you,” “your,” or “Customer”) and WIPKeep LLC (a Minnesota limited liability company) (“WIPKeep,” “we,” “us,” or “our”). They govern your access to and use of the WIPKeep web application at https://app.wipkeep.com, the marketing site at https://wipkeep.com, and all related features, content, and services (together, the “Service”).

PLEASE READ THESE TERMS CAREFULLY. They include important provisions that limit our liability (Section 11), disclaim warranties (Section 10), and govern how disputes are resolved (Section 15). Section 2 and Sections 10–11 are especially important because WIPKeep is an accounting product that uses AI.

By creating an account, clicking “I agree” (or similar), or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Acceptance & Eligibility

1.1 Business use. The Service is intended primarily for use by United States businesses for their own bookkeeping and accounting. By using the Service, you represent that you are using it for business purposes and not for personal, family, or household use. We recognize that some users (for example, sole proprietors) may have overlapping personal and business interests; nothing in these Terms is intended to waive any non-waivable consumer-protection right you may have under applicable law.

1.2 Age. You must be at least 18 years old to use the Service.

1.3 Authority to bind. If you use the Service on behalf of a company, partnership, sole proprietorship, or other entity (your “Business”), you represent and warrant that you are authorized to accept these Terms on that Business’s behalf, and “you” refers to both you individually and that Business. If you do not have that authority, do not use the Service.

1.4 Accurate eligibility. You represent that the registration and tax-location information you provide (for example, your state and ZIP code used for sales-tax determination) is accurate and that you are legally permitted to enter into these Terms.

2. Description of the Service

2.1 What WIPKeep is. WIPKeep is a web-based, AI-assisted accounting and bookkeeping application for small and project-based businesses (for example, construction and the trades). You describe transactions in plain language; an AI assistant proposes double-entry journal entries; you review and approve each entry; and the Service then maintains your ledger and generates reports such as Balance Sheet, Profit & Loss, Cash Flow, 1099s, budgets, and project close/reopen.

2.2 AI proposes — you approve. The AI does not post entries on its own. It only suggests entries for your review. You are responsible for reviewing the meaning of every proposed entry — not merely confirming that debits equal credits — and for approving, editing, or rejecting it. A journal entry can be perfectly balanced and still be the wrong entry. Once you approve an entry, it becomes part of your books, and you are responsible for it.

2.3 The AI can make mistakes. The AI relies on the information you provide and on third-party language-model providers, and it can produce inaccurate, incomplete, or inappropriate suggestions. You should not rely on AI output without your own review.

2.4 Not a substitute for a professional. WIPKeep is software. It is not an accountant, bookkeeper-of-record, tax preparer, auditor, attorney, or financial advisor, and it does not provide professional accounting, tax, audit, legal, or financial advice. You are responsible for the accuracy and completeness of your books, your account classifications, your chosen accounting method (cash vs. accrual), and all tax and regulatory filings, and you should consult a qualified professional for advice about your situation. These points are described more fully in the Accounting & AI Disclaimer, which is incorporated into these Terms by reference.

2.5 Your responsibility for records. The books you create are your financial records. You are responsible for reviewing them, keeping your own exported copies/backups, and verifying any output before relying on it for tax, lending, audit, or other purposes.

3. Accounts & Security

3.1 Registration. To use the Service you must create an account and provide accurate, current, and complete information, and keep it up to date.

3.2 Credentials. You are responsible for safeguarding your login credentials and for any activity that occurs under your account. Do not share your credentials or let unauthorized persons use your account.

3.3 Responsibility for activity. You are responsible for all use of the Service under your account, including by your employees, contractors, or anyone else you allow to access it. You will ensure that everyone who uses the Service through your account complies with these Terms.

3.4 Notify us. Notify us promptly at support@wipkeep.com if you suspect any unauthorized access to or use of your account.

3.5 Tenant isolation. Your data is stored with per-account (“tenant”) isolation (row-level isolation). This is a security measure and is not a guarantee against all unauthorized access; see Sections 10 and 13.6.

4. Subscriptions & Billing

4.1 Free trial, then paid subscription. The Service is offered with a 15-day free trial that auto-converts to a paid, recurring monthly subscription. To start, you enter a payment method up front (via Stripe) and the 15-day free trial begins. The plans and prices currently available are shown at checkout and on the pricing page at the time you subscribe. We do not list prices in these Terms; the fees shown at checkout control.

4.2 How the free trial works.

• At sign-up you enter a payment method and a 15-day free trial begins.
• You may cancel at any time during the 15-day trial and you will not be charged.
• If you do not cancel before the trial ends, on day 16 we charge the first full monthly fee (the fees shown at checkout), and the subscription renews monthly thereafter until you cancel.
• The free trial is offered once per customer.

4.2A One trial per customer; anti-abuse. Free trials are limited to one per customer. To prevent abuse of the free trial, we may use information such as your name, billing address, phone number, and payment-method details to detect duplicate or repeat sign-ups. If our system indicates you may already have had an account or trial, we may decline or cancel the new trial and show a message such as: “It looks like you may already be enrolled with another account or email. If you believe this is a mistake, please contact support@wipkeep.com.”

4.3 Trial disclosures and reminders. Because the trial auto-converts to a paid subscription, we provide the following so you are not charged by surprise:

• (1) At sign-up we clearly tell you that you will be charged on day 16 unless you cancel during the trial.
• (2) About 3 days before the first charge, we email you a reminder that includes a one-click cancel link.
• (3) You can cancel in one click at any time through the Stripe Customer Portal.
• (4) After each charge, we email you a receipt.

These disclosures are intended to meet US card-network rules and FTC and state automatic-renewal / “click-to-cancel” requirements.

4.4 Payment processor (Stripe). Billing is handled by Stripe. You start your trial and manage your subscription through Stripe Checkout, and you can view invoices and manage your plan through the Stripe Customer Portal. By starting the trial, you authorize us and Stripe to charge your payment method for the applicable fees beginning on day 16 and on each renewal thereafter. WIPKeep does not store your full payment-card number; card data is handled by Stripe under Stripe’s terms (see Section 8).

4.5 Auto-renewal. After the first charge on day 16, your subscription automatically renews each month for another monthly term, at the then-current price, until you cancel. Renewal charges are made on or about your renewal date using your payment method on file.

4.6 Taxes. Fees are exclusive of taxes. Where we have a tax obligation, applicable sales/use tax may be added at checkout via Stripe Tax, based on the location information you provide. You are responsible for the taxes associated with your purchase, other than taxes on our net income.

4.7 Price changes. We may change subscription prices. We will give you advance notice of at least [PRICE-CHANGE NOTICE PERIOD — e.g., 30 days] (for example, by email to your account email or via an in-app notice) before a price change takes effect. The new price applies to renewals occurring after the notice period. If you do not agree to the new price, you may cancel before it takes effect.

4.8 How to cancel. You may cancel at any time through the Stripe Customer Portal (one click) or your in-app account settings, or by contacting support@wipkeep.com. Cancelling during the 15-day free trial means you are not charged. Cancelling after the first charge stops the next renewal; your access continues to the end of the already-paid month, and there is no proration or partial-period refund. Refund eligibility is governed by the Refund & Cancellation Policy, which is incorporated into these Terms by reference.

4.9 Refunds (summary). After the day-16 charge, monthly fees are not refundable for partial periods, and cancelling stops the next renewal without proration. The following carve-outs always apply: genuine billing errors and duplicate charges are always refunded, and WIPKeep may grant a discretionary goodwill refund at its sole discretion. The full terms are in the Refund & Cancellation Policy.

4.10 Non-payment and account states. If a charge fails or your subscription lapses, your account moves through the following states, driven by Stripe billing events:

• Active — full access.
• Past Due (grace period) — payment has failed; we attempt to collect and you retain access during the grace period.
• Read-Only — if payment is still not made (or you downgrade), your account becomes read-only: you can still view and download your reports, but cannot create new entries.
• Suspended — continued non-payment may result in suspension of access.

In every one of these states, your financial data is retained — it is never deleted as a dunning/collections step. When you bring the account current, access is restored. Eventual deletion only occurs as described in Section 13 and the Privacy Policy, and only after a final notice.

4.11 Downgrades. If you downgrade your plan, your access is adjusted to the new plan and your account may become read-only as to features not included in that plan. Your data is retained and is not deleted as a result of a downgrade.

5. Acceptable Use / Prohibited Conduct

5.1 You agree not to, and not to allow anyone else to:

(a) use the Service in violation of any applicable law or regulation, or for any fraudulent, deceptive, or illegal purpose (including entering knowingly false financial records);

(b) access or use the Service to build or benefit a competing product, or copy, scrape, or systematically extract the Service or its content;

(c) reverse engineer, decompile, or disassemble any part of the Service, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law;

(d) probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, or attempt to access another customer’s account or data;

(e) upload or transmit malware, or interfere with or disrupt the integrity or performance of the Service or the data it contains;

(f) use the Service to send spam or unlawful, infringing, defamatory, or harmful content, or content you do not have the right to provide;

(g) impose an unreasonable or disproportionately large load on the Service, or use bots or automated means in a manner that degrades the Service, except via interfaces we expressly provide;

(h) misrepresent your identity or affiliation, or resell, sublicense, or provide the Service to third parties except as expressly permitted; or

(i) remove, obscure, or alter any proprietary notices in the Service.

5.2 We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates these Terms or harms the Service, us, or others (see Section 13).

6. Customer Data & Content

6.1 Your data, your ownership. As between you and WIPKeep, you own all data, financial records, transaction text, files, and other content you submit to or create with the Service (“Customer Data”). We do not claim ownership of your Customer Data.

6.2 License to operate the Service. You grant WIPKeep a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, display, and otherwise use your Customer Data solely as needed to provide, maintain, secure, and support the Service for you, and as permitted by the Privacy Policy.

6.3 AI processing of your transaction text. You specifically acknowledge and agree that, to generate proposed journal entries, the transaction text and related prompts you enter are transmitted to third-party large-language-model providers (our primary provider plus a fallback provider), which process that text to return a result. This processing is part of the core function of the Service. The providers, their roles, and how your data is handled are described in the Privacy Policy.

6.4 Your responsibilities for Customer Data. You represent that you have the rights necessary to submit your Customer Data and to grant the license above, and that your Customer Data and its use with the Service do not violate any law or third-party right. You are responsible for the accuracy, quality, and legality of your Customer Data.

6.5 Export and backups. You can export reports from within the app at any time, and your billing invoices via the Stripe Customer Portal. You are responsible for keeping your own copies/backups of your records.

6.6 Aggregated / de-identified data. We may use aggregated and de-identified information (which does not identify you or your Business) to operate, analyze, and improve the Service. We will not use such data in a way that identifies you.

6.7 Feedback. If you give us feedback or suggestions, you grant us a perpetual, royalty-free license to use it without restriction or obligation to you.

7. WIPKeep Intellectual Property

7.1 Ownership. The Service, including all software, code, models, user interfaces, designs, text, graphics, the WIPKeep name and logo, and all related intellectual property, is owned by WIPKeep or its licensors and is protected by intellectual-property laws. Except for Customer Data and the limited rights granted to you in these Terms, we reserve all rights.

7.2 Limited license to you. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your own internal business purposes during your subscription.

7.3 Restrictions. You may not use the WIPKeep name, logo, or branding without our prior written permission, except to truthfully identify WIPKeep as a service you use.

7.4 Copyright / IP complaints (DMCA). We respect intellectual-property rights. If you believe content on the Service infringes your copyright or other intellectual-property right, send a written notice to our designated agent at [DESIGNATED AGENT CONTACT — name, mailing address, and email] including the information required by applicable law (identification of the work, the allegedly infringing material and its location, your contact information, and the required good-faith and accuracy statements). We may remove allegedly infringing material and, in appropriate cases, terminate repeat infringers.

8. Third-Party Services

8.1 The Service relies on third-party providers (“Subprocessors / Third-Party Services”) in the following categories:

• Payment processing, billing, and tax calculation (via our payment processor, Stripe);
• AI / large-language-model processing of your transaction text to generate proposed entries;
• Database, authentication, and file storage (with row-level tenant isolation);
• Cloud hosting and compute; and
• Transactional email (account, invite, and billing-notice emails).

We can provide our current list of specific providers on request.

8.2 Subject to their terms. Your use of these Third-Party Services through the Service may be subject to those providers’ own terms and privacy policies. We are not responsible for Third-Party Services or for acts or omissions of these providers, and their availability is outside our control. The Subprocessors and how your data is handled are described in the Privacy Policy.

8.3 We may add, replace, or remove Subprocessors over time. Material changes will be reflected in an updated Privacy Policy.

9. Early-Access / Evolving Nature

9.1 The Service is offered as an early-stage, evolving product. Features may be added, changed, limited, or removed, and the Service may contain bugs or be unavailable from time to time.

9.2 To the maximum extent permitted by law, the Service (including any early-access or preview features) is provided “AS IS” and “AS AVAILABLE,” without service-level commitments, except as expressly stated in writing by us. This Section 9 is in addition to, and does not limit, Sections 10 and 11.

10. Disclaimer of Warranties

10.1 AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.2 No professional advice; no guarantee of accuracy. WITHOUT LIMITING THE ABOVE, AND CONSISTENT WITH SECTION 2 AND THE Accounting & AI Disclaimer:

(a) WIPKeep is software and does not provide professional accounting, tax, audit, legal, bookkeeping, or financial advice, and is not a substitute for a qualified professional;

(b) we do not warrant that the AI’s proposed entries, classifications, reports, calculations, or other output are accurate, complete, current, or suitable for your situation, or that your books or filings will be compliant with any tax law, accounting standard, or other regulatory requirement;

(c) you are solely responsible for reviewing, approving, correcting, and relying on (or not relying on) the Service’s output, and for your accounting method, classifications, books, and tax and regulatory filings; and

(d) we do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Service is free of harmful components.

10.3 No advice or information obtained from WIPKeep or the Service creates any warranty not expressly stated in these Terms.

10.4 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

11. Limitation of Liability

THIS SECTION LIMITS WHAT YOU CAN RECOVER FROM US. PLEASE READ IT CAREFULLY.

11.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WIPKEEP AND ITS OWNERS, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR INACCURATE DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, arising out of or relating to the Service or these Terms, even if we have been advised of the possibility of such damages, and regardless of the legal theory.

11.2 Accounting/tax decisions. WITHOUT LIMITING THE ABOVE, WE ARE NOT LIABLE FOR ANY ACCOUNTING ERRORS, MISCLASSIFICATIONS, TAX UNDER- OR OVER-PAYMENTS, PENALTIES, INTEREST, AUDIT OUTCOMES, FILING ERRORS, OR OTHER LOSSES ARISING FROM ENTRIES, REPORTS, OR OUTPUT THAT YOU APPROVED OR RELIED ON, OR FROM DECISIONS YOU MADE BASED ON THE SERVICE’S OUTPUT. As described in Sections 2 and 10, the AI only proposes entries and you review and approve them.

11.3 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO WIPKEEP FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

11.4 Allocation of risk. The disclaimers in Section 10 and the limitations in this Section 11 are a fundamental basis of the bargain between you and us and reflect a reasonable allocation of risk given the fees charged; they apply even if a limited remedy fails of its essential purpose.

11.5 Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in that case, our liability is limited to the maximum extent permitted by law.

12. Indemnification

12.1 You will defend, indemnify, and hold harmless WIPKeep and its owners, officers, employees, and agents from and against any third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Customer Data or your use of the Service; (b) your violation of these Terms or applicable law; (c) your infringement or misappropriation of any third-party right; or (d) your accounting, tax, or business decisions, including filings made using output from the Service.

12.2 We will notify you of any such claim, allow you to control its defense (with counsel reasonably acceptable to us), and reasonably cooperate. You may not settle any claim in a way that imposes an obligation or admission on us without our prior written consent.

13. Term & Termination

13.1 Term. These Terms apply from when you first accept them and continue while you use the Service or maintain an account.

13.2 Termination by you. You may stop using the Service and cancel your subscription at any time as described in Section 4.8.

13.3 Termination or suspension by us. We may suspend or terminate your access (a) if you materially breach these Terms (including non-payment) and, where the breach is curable, do not cure it within a reasonable time after notice; (b) as needed to comply with law or protect the Service, us, or others; or (c) for convenience on [reasonable advance notice — e.g., 30 days], in which case we will [describe any pro-rata handling per the Refund & Cancellation Policy].

13.4 Effect on your data. On cancellation, expiration, or termination, you may export your reports before your access ends, and we recommend you do so. As described in Section 4.8, after the first charge cancellation stops the next renewal and your access continues to the end of the already-paid month.

If you close or cancel your account, you will have [60 days (2 months)] during which you can sign in to view and download your financial records and reports before your data is permanently deleted. You can also export your reports at any time while your account is active — we recommend keeping your own copies.

If your account is suspended for non-payment, we retain your data so you can restore access by paying. We keep suspended-account data for [6 months — founder-adjustable, 6–12 months] before it may be permanently deleted, and we will send a final notice before any deletion.

Deletion and retention are described further in the Privacy Policy.

13.5 Survival. Sections that by their nature should survive (including Sections 6.1, 6.6–6.7, 7, 10, 11, 12, 13.4–13.6, 15, and 16) survive termination.

13.6 Security incidents / breach notification. We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data (including the tenant isolation described in Section 3.5). No method of storage or transmission is completely secure, and we do not guarantee absolute security. In the event of a confirmed security breach affecting your Customer Data, we will notify affected customers as required by applicable law. This Section is in addition to the security information in the Privacy Policy.

14. Changes to the Service and to These Terms

14.1 Changes to the Service. We may modify, update, or discontinue features of the Service from time to time, consistent with Section 9. If we ever discontinue the Service, we will give you reasonable advance notice (at least [60 days]) and continued access to export your data during that period.

14.2 Changes to these Terms. We may update these Terms. If we make material changes, we will provide reasonable notice (for example, by email to your account email, an in-app notice, or by posting an updated “Last updated” date). Changes are effective as of the stated effective date. Your continued use of the Service after changes take effect means you accept the updated Terms. If you do not agree, you must stop using the Service and may cancel as described in Section 4.8.

15. Governing Law & Dispute Resolution

15.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules.

15.2 Dispute resolution. The state and federal courts located in Minnesota will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and you and WIPKeep consent to the personal jurisdiction and venue of those courts.

15.3 Limitation period. To the extent permitted by law, any claim arising out of or relating to the Service or these Terms must be brought within [LIMITATION PERIOD — e.g., one (1) year] after the claim arose.

16. Miscellaneous

16.1 Entire agreement. These Terms, together with the Privacy Policy, the Accounting & AI Disclaimer, and the Refund & Cancellation Policy (each incorporated by reference), are the entire agreement between you and WIPKeep regarding the Service and supersede all prior agreements on that subject. If there is a conflict between these Terms and one of those documents on a topic that document specifically governs, that document controls for that topic.

16.2 Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions will stay in full effect.

16.3 Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.

16.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit permitted successors and assigns.

16.5 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, outages of third-party providers (such as the Subprocessors in Section 8), network or power failures, labor disputes, or governmental actions.

16.6 Relationship of the parties. You and WIPKeep are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

16.7 Notices. We may send notices to you by email to your account email address or via an in-app notice. You may send notices to us at support@wipkeep.com (or, for legal notices, to our registered agent on file with the Minnesota Secretary of State).

16.8 Electronic communications. You consent to receive communications from us electronically (by email and in-app notices), and you agree that electronic communications, agreements, and notices satisfy any legal requirement that such communications be in writing.

16.9 No third-party beneficiaries. These Terms do not create any rights for anyone other than you and WIPKeep, except that our owners, officers, employees, suppliers, and Subprocessors may rely on the disclaimers and limitations that benefit them.

16.10 Contact. Questions about these Terms? Contact us at support@wipkeep.com.