Advances by Wave Terms of Service - Canada
Advances by Wave Terms of Service - Canada
Terms of Service – Wave Receipts
Advances by Wave Terms of Service - Canada
Advances by Wave Terms of Service - Canada
Hi! Congratulations on being the sort of person who reads legal terms of service. Below, you’ll see the terms you’re agreeing to when you use Wave’s receipt scan feature. Thanks for joining the Wave community!
A note from Matthew Montreuil, Wave’s Information Security Officer
These Invoice Advances by Wave Terms of Service (this “Agreement") constitute a legal agreement between you (“Borrower”, “User,” “You” or “Your”) and Wave Credit Inc. (“Wave,” “Lender”,“We," “Our” or “Us”) and govern your access to and use of Wave’s invoice advance services (the “Service” or “Invoice Advances by Wave”). To use the Service, you must agree to all the terms of this Agreement. “You” includes the business registering for the Service, the business owner or principal and the individual registering the business for the Service.
This Agreement is in addition to Wave's Terms of Use (“Wave TOU”), and is incorporated by this reference into, and is governed by, the Wave TOU. To the extent there is any conflict between the Wave TOU and this Agreement, the terms of this Agreement shall prevail only with respect to Invoice Advances by Wave. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Wave TOU.
PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. EACH TIME YOU USE THE SERVICE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS AGREEMENT AND THE WAVE TOU IN THEIR THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS INVOICE ADVANCES BY WAVE. YOUR CONTINUED USE OF AND/OR ACCESS TO THE SERVICE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT AND THE WAVE TOU.
If at any time you do not, cannot or no longer wish to comply with this Agreement and/or the Wave TOU, your sole and exclusive remedy is to discontinue using and/or accessing the Service, and you shall have no other recourse or remedy against Wave or any of its employees, agents or representatives. By using the Service, you agree to be bound by the terms and conditions of this Agreement. Your failure to comply with these terms and conditions may result in immediate suspension or termination, or both, of Invoice Advances by Wave and/or any other Service(s).
Effective as of: June 6, 2019
MASTER PROGRAM AGREEMENT
THIS MASTER AGREEMENT SETS FORTH THE TERMS AND CONDITIONS FOR A PROGRAM IN WHICH WE MAY, FROM TIME TO TIME, OFFER YOUR COMPANY BUSINESS LOANS OR SIMILAR PRODUCTS
Article 1
Advances
1.1 Advances.
- This Agreement governs all Advances that may be made from time to time by Lender, in its sole discretion, to the Borrower.
- The Borrower agrees that all Advances made under this Agreement are made solely for the Borrower’s business purposes and not for the Borrower’s personal, family or household purpose.
- The terms relating to the amount of each Advance, payment schedule and due dates and Installment Fees in respect of each Advance will be set out in the Advance Term Sheet for such Advance. Upon the Borrower’s acceptance of each Advance Term Sheet presented by the Lender, such Advance Term Sheet will be incorporated by reference into this Agreement and governed by the terms of this Agreement.
- The Lender has no obligation to make any Advances to the Borrower. The Lender may, in its sole discretion, without prior notice, withdraw or cancel any offers (or similar messages or other communications) delivered to the Borrower in respect of any loans.
1.2 Mandatory Scheduled Repayments.
In respect of each Advance, the Borrower will repay the Advance Outstanding, together with the Installment Fee, in accordance with the payment schedule set out in the Advance Term Sheet for such Advance, except if another payment schedule is permitted or required under this Agreement.
1.3 Voluntary Repayments.
- If the Borrower is current on its payments on an Advance, the Borrower may prepay the entire amount of the Advance Outstanding in respect of such Advance at any time. For clarity, the entire unpaid amount of the Installment Fee will be payable in respect of the prepayment of the entire amount of the Advance.
- Unless the full amount of the Advance is due and payable under any other terms of this Agreement, if the Borrower has missed a payment in respect of an Advance, the Borrower will pay the missed payment and may, in the Borrower’s discretion, prepay the entire amount of the Advance Outstanding in respect of such Advance at any time. For clarity, the entire unpaid amount of the Installment Fee will be payable in respect of the prepayment of the entire amount of the Advance.
1.4 Application of Payments and Prepayments.
All amounts received by the Lender from the Borrower and not previously applied pursuant to this Agreement shall be applied by the Lender to reduce the Borrower’s obligations as follows: (i) first, to pay any unpaid Installment Fees which are due and owing; (ii) second, to pay any amounts due and owing on account of any unpaid principal amount of the Advance Outstanding which is due and owing; and (iii) third, to any other obligation of the Borrower under this Agreement.
1.5 Computations of Interest and Fees.
For purposes of the Interest Act (Canada), whenever any interest or Installment Fee under this Agreement is calculated using a rate based on a number of days less than a full year, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, multiplied by (y) a fraction, the numerator of which is the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and, the denominator of which is the number of days comprising such calculation basis.
ARTICLE 2
PROCEDURES FOR ADVANCE AND PAYMENT
2.1 Procedure for Borrowing.
If the Borrower wishes to apply for an Advance, the Borrower will (a) review the terms and conditions for the amount of such Advance, if any, that the Borrower is qualified to borrow from the Lender as set forth in the applicable Advance Term Sheet and this Agreement, and (b) accept such terms and conditions in accordance with the procedures required by the Lender.
2.2 Mechanics for Advance and Payments.
Upon Borrower’s acceptance of the terms and conditions in respect of an Advance, the Lender will, if the Lender in its sole discretion determines to make the Advance, disburse the Advance into the Borrower’s Bank Account for access by the Borrower. When making any repayment or payment on an Advance, the Borrower will deposit the amount of such payment to the Borrower’s Bank Account so the Lender can then withdraw such payment.
The Lender is authorized at any time and without prior notice to the Borrower to debit (or direct the Lender’s financial institution to debit) the Borrower’s Bank Account with all amounts owed by the Borrower to the Lender under this Agreement, including, but not limited to, all Payment Amounts. The Borrower agrees and consents that the amount of the PAD will be varied and adjusted to accommodate any change in the Advance Outstanding or Payment Amounts that occur as a result of a prepayment or any other provision of this Agreement. The terms and conditions of the PAD Agreement attached as Schedule 2 to this Agreement apply to all PADs. The Borrower agrees that the Lender may engage a third party, including its affiliate Waive Credit Inc., to process the PADs and otherwise service and administer the loan.
ARTICLE 3
REPRESENTATIONS, WARRANTIES & COVENANTS
3.1 Representations and Warranties.
As of the date of this Agreement and on each date an Advance is made, the Borrower represents and warrants to the Lender, acknowledging and confirming that the Lender is relying thereon: (a) the Borrower exists and is duly formed under the jurisdiction of its formation; (b) except as disclosed by the Borrower to the Lender in writing, there is no litigation, arbitration, Claim, dispute, governmental investigation, proceeding or inquiry pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower; (c) the Borrower has not been known by any name other than the name set out on the execution pages hereto; (d) the Borrower is not a non-resident of Canada for purposes of the Income Tax Act (Canada); (e) the Borrower has filed or caused to be filed all tax returns which, to the Borrower’s knowledge, are required to have been filed, and has paid all taxes shown to be due and payable on said returns or on any assessments made against the Borrower or any of the Borrower’s property and all other taxes, fees or other charges imposed on the Borrower or any of the Borrower’s property by any Governmental Entity (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided in the Borrower’s books); and no tax liens have been filed and, to the knowledge of the Borrower, no Claims are being asserted with respect to any such taxes, fees or other charges; and (f) this Agreement constitutes a valid and legally binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.
3.2 Survival of Representations and Warranties.
The representations and warranties herein set forth or contained in any certificates or documents delivered to the Lender pursuant hereto shall not merge in or be prejudiced by and shall survive each Advance hereunder and shall continue in full force and effect (as of the date when made or deemed to be made) so long as any amounts are owing by the Borrower to the Lender hereunder or under the other Loan Documents.
3.3 Covenants.
So long as any amount owing hereunder remains unpaid or the Lender has any obligation under this Agreement, the Borrower shall:
- maintain its corporate existence, conduct its business in the normal course and comply in all material respects with the requirements of all applicable laws;
- pay and discharge before the same shall become delinquent, (i) all material taxes, assessments and governmental charges or levies imposed upon the Borrower or upon the Borrower’s Assets; and (ii) all material lawful Claims which, if unpaid, might by Law become a Lien upon the Borrower’s Assets, except any such tax or Claim which is being contested in good faith and by proper proceedings;
- duly and punctually pay or cause to be paid to the Lender all principal and interest payable hereunder and all other amounts payable hereunder upon the dates and at the places and in the manner set forth herein; and
- at the Borrower’s cost and expense, upon request of the Lender, duly execute and deliver or cause to be duly executed and delivered to the Lender such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Lender to carry out more effectually the provisions and purposes of the Loan Documents.
ARTICLE 4
EVENTS OF DEFAULT
4.1 Events of Default.
Upon an Event of Default, the Lender may by written notice to the Borrower, declare the principal amount of the Advance Outstanding on the Advance in respect of which the Event of Default has occurred or all Advances, all Installment Fees and other amounts payable under this Agreement to be immediately due and payable, without presentment, demand, protest or further notice of any kind (except as required by Law), all of which are hereby expressly waived by the Borrower.
Notwithstanding the foregoing, when any Event of Default described in part (f) of the definition thereof, has occurred and is continuing, all outstanding Obligations shall immediately become due and payable together with all other amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, and the right of the Borrower to request the Lender to extend further credit pursuant to any of the terms hereof shall immediately terminate.
Upon the acceleration of any amount hereunder and notwithstanding anything herein to the contrary, the Borrower hereby acknowledges that the Borrower shall be then indebted to, and shall be obligated to pay to the Lender, as a separate and absolute obligation, all unpaid principal amount of Advances, all Installment Fees and all other amounts payable under this Agreement. Such payment to the Lender when made shall be deemed to have been made in discharge of the Borrower’s Obligations hereunder.
4.2 Remedies Upon Demand and Default.
Upon the Advances becoming immediately due and payable pursuant to the events of default, the Lender may commence such legal action or proceedings as it, in its sole discretion, may deem expedient, including the commencement of enforcement proceedings under this Agreement or any other Loan Document, all without any additional notice, presentation, demand, protest, notice of dishonour, or any other action or notice (except as required by Law), all of which the Borrower hereby expressly waives. The rights and remedies of the Lender hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies available to the Lender.
4.3 Set-Off.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default, the Lender is hereby authorized by the Borrower at any time or from time to time, without notice to the Borrower, any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special, including Debt evidenced by certificates of deposit, whether matured or unmatured, (in whatever currency)) and any other Debt at any time held or owing by the Lender or any of its Affiliates to or for the credit or the account of the Borrower (in whatever currency) against and on account of the Advances and any other Obligations of the Borrower to the Lender hereunder, irrespective of whether or not the Lender shall have made any demand hereunder or any Advance or any other Obligation shall be due or payable, be contingent or unmatured.
ARTICLE 5
GENERAL
5.1 Incorporation of Schedules.
The schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of it.
5.2 Governing Law.
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
5.3 Benefit Agreement.
This Agreement will be binding upon the Borrower and the Borrower’s successors and assigns.
5.4 Amendment.
No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower, shall be effective unless in writing and approved by the Lender. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.
5.5 Waiver.
failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver of such right; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise of such right or the exercise of any other right. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties therein shall not merge on and shall survive the initial Advance and, notwithstanding such initial Advance or any investigation made by or on behalf of any party, shall continue in full force and effect. The closing of this transaction shall not prejudice any right of one party against any other party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.
5.6 Notices, etc.
In addition of the Lender’s other rights under this Agreement, the Lender may charge the Borrower any fees (e.g., NSF fees) imposed by the Lender’s financial institution or any other financial institution in respect of the Borrower’s Bank not having sufficient fees for purposes of debiting payments due under this Agreement.
5.8 Maximum Interest.
If any provision of this Agreement or of any of the other Loan Documents would obligate the Borrower to make any payment of interest or other amount payable to Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by Lender of interest at a criminal rate.
5.9 Interpretation.
- Gender and Number. Any reference in the Agreement to gender includes all genders, and words importing the singular number only include the plural and vice versa.
- Interpretation not Affected by Headings, etc. The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement.
- Currency. All references in the Agreement to dollars or $, unless otherwise specifically indicated, are expressed in the lawful currency of Canada.
- Non-Business Days. Whenever any payment or report is stated to be due on a day which is not a Business Day, such payment or report shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or Fees, as the case may be.
5.10 Severability.
Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction, does not invalidate, affect or impair the remaining provisions thereof and any such prohibition or unenforceability in any jurisdiction does not invalidate or render unenforceable such provision in any other jurisdiction.
5.11 Counterparts and Electronic Signatures.
This Agreement may be executed in any number of counterparts (including by way of electronic signatures in accordance with any procedures determined by the Lender) and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
SCHEDULE 1
DEFINED TERMS
“Advance” means any term loan made by the Lender to the Borrower under the terms of this Agreement.
“Advance Outstanding”, in respect of an Advance, means, at any time, the amount of such Advance then outstanding hereunder made to the Borrower by the Lender plus the unpaid portion of the Installment Fee for such Advance.
“Advance Term Sheet”, in respect of an Advance, means a term sheet in the form of Schedule 3 to this Agreement, or such other form that may be used by the Lender in its discretion and presented to the Borrower from time to time.
“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 50% or more of the voting securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.
“Agreement” means this Master Loan Agreement and the schedules thereto, as such agreement may be amended, supplemented, restated, renewed or otherwise modified from time to time, and, in respect of each Advance, includes the Advance Term Sheet in respect of such Advance.
“Assets” means, with respect to any Person, any property, assets and undertakings of such Person of every kind and wheresoever situate, whether now owned or hereafter acquired (and, for greater certainty, includes any equity or like interest of such Person in any other Person).
“Borrower” means any Person who has received a business loan.
“Borrower’s Bank Account” means the Borrower’s Deposit Account as defined in Schedule 2 to this Agreement.
“Business Day” means any day of the year, other than a Saturday, Sunday or other day on which banks are required or authorized to close in Toronto, Ontario.
“Canadian Dollars” and “Cdn.$” mean lawful money of Canada.
“Claim” means any claim of any nature whatsoever, including any demand, liability, obligation, cause of action, suit, proceeding, judgment, award, assessment and reassessment.
“Debt” of any Person means, at any time, (without duplication among any of the listed items), (i) all indebtedness of such Person for borrowed money including borrowings of commodities, bankers’ acceptances, letters of credit or letters of guarantee; (ii) all indebtedness of such Person for the deferred purchase price of property or services represented by a note or other evidence of indebtedness; (iii) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); and (iv) all indebtedness of another Person secured by a Lien on any properties or Assets of such Person.
“Event of Default”, in respect of an Advance, shall mean the occurrence and continuance of any of the following events:
- the Borrower shall fail to pay any principal amount of the Advance Outstanding in respect of such Advance or any other Advance made under this Agreement, in each case, when such amount becomes due and payable;
- the Borrower shall fail to pay Installment Fees in respect of such Advance or any other Advance made under this Agreement, in each case, when the same become due and payable hereunder;
- any representation or warranty or certification made or deemed to be made by the Borrower in this Agreement shall prove to have been incorrect when made or deemed to be made;
- the Borrower shall commit a breach of, or fail or neglect to observe, perform or comply with any other term, covenant, representation, warranty, agreement or any other provision contained in any Loan Document and such breach or failure shall remain unremedied for 30 days;
- any judgment or order for the payment of money is rendered against or in respect of the Borrower or the Borrower’s Assets and either (i) enforcement proceedings have been commenced by a creditor upon the judgment or order, or (ii) there is any period of 10 consecutive days during with a stay of enforcement of the judgment or order, by reason of a pending appeal or otherwise, is not in effect;
- the Borrower (i) becomes insolvent or generally not able to pay the Borrower’s Debts as they become due; (ii) admits in writing the Borrower’s inability to pay the Borrower’s Debts generally or makes a general assignment for the benefit of creditors; (iii) institutes or has instituted against the Borrower any proceedings seeking (x) to adjudicate the Borrower bankrupt or insolvent, (y) protection, release or composition of the Borrower or the Borrower’s Debt under any Law relating to bankruptcy, insolvency, reorganization or release of debtors including any plan of compromise or arrangement, or (z) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for the Borrower or for any substantial part of the Borrower’s properties and Assets; or (iv) takes any action to authorize any of the above actions;
- the Borrower cancels or revokes the PAD and does not provide an alternative method of payment that is acceptable to the Lender; or
- this Agreement or another Loan Document shall (i) fail to provide the Lender the Liens, rights, title, interest, remedies, powers or privileges intended to be created thereby; or (ii) cease to be in full force and effect.
“GAAP” means, at any time, accounting principles generally accepted in Canada as recommended in the Handbook of the Canadian Institute of Chartered Accountants applied on a consistent basis.
“Governmental Entity” means any (i) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing; or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.
“Installment Fee”, in respect of an Advance, means the fee charged by the Lender in respect of each Advance and set forth in the Advance Term Sheet for such Advance.
“Lender” means [Wave Financial Inc.] and its successors and assigns.
“Lien” means liens, charges, mortgages, pledges, security interests, adverse claims, defects of title, restrictions, deposit arrangements, voting trusts, any other rights of third parties relating to any Asset and any other lien of any kind that in substance secures payment and performance of an obligation.
“Loan Documents” means this Agreement, any guarantee provided in connection with this Agreement and each other agreement, document or instrument relating to such agreements, with each such agreement being a “Loan Document”.
“Obligations” means the prompt payment, as and when due and payable, of all amounts now or subsequently owing by the Borrower to the Lender, including by way of guarantee or indemnity, matured or unmatured, direct, indirect or contingent, including any amendments, restatements, supplements, extensions, renewals and replacements of any such obligations, including any obligation under the Loan Documents; and the strict performance and observance by the Borrower of all agreements, warranties, representations, covenants and conditions of the Borrower made pursuant to this Agreement or any other agreement between the Borrower and the Lender, in each case as now in effect or as subsequently entered into, amended, restated, supplemented, renewed, extended or replaced from time to time, including all those made under the Loan Documents.
“PAD” means a pre-authorized debit from Borrower’s Bank Account.
“PAD Agreement” means the terms and conditions relating to the pre-authorized debit agreement set forth in Schedule 2 of this Agreement.
“Payment Amount”, in respect of an Advance, means the amount(s) shown in the Advance Term Sheet for such Advance which the Borrower will pay on the Payment Date(s) shown in such Advance Term Sheet.
“Payment Date”, in respect of an Advance, means the date or dates shown in the Advance Term Sheet for such Advance on which the Borrower is required to pay one or more Payment Amounts.
“Person” means a natural person, partnership, corporation, company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns of the foregoing shall have a similarly extended meaning.
SCHEDULE 2
Pre-Authorized Debit Agreement: Terms and Conditions
- In this business pre-authorized debit agreement (this “agreement”), “Wave”, “we” and “us” collectively refer to Wave Financial Inc.,. and any of their affiliates(including any successors or assigns), and “you” and “your” refer to the above-named Borrower.
- You authorize Wave, and any financial institution designated by Wave, from time to time, to issue and process pre-authorized debits (“PADs”) and debit the Deposit Account as you previously authorized for regular recurring payments and/or one-time payments from time to time in connection with any amounts that you may borrow from time to time and related fees and other charges in respect of such borrowed amounts. Regular payments will be debited to the Deposit Account in accordance with the Master Loan Agreement between Wave and you or such other day as may be notified by Wave from time to time. You waive your right to receive pre-notification of the amounts of the PADs or any change in the amounts of the PADs and agree that you do not require advance notice of the amounts of PADs or any change in the amounts of the PADs before the debits are processed. Such waiver of notification is not applicable to any one-time or sporadic debits for which Wave is required to obtain your authorization in accordance with Rule H1 of the Canadian Payments Association.
- This is a business PAD.
- For purposes of this agreement, “Deposit Account” means the deposit account you have previously authorized Wave to move funds in and out of from time to time.
- You undertake to inform Wave promptly, in writing, of any change to the Deposit Account.
- If any PAD is dishonoured for any reason, you agree that Wave may resubmit that PAD in the same amount as the PAD that was dishonoured and in accordance with the rules of the Canadian Payments Association.
- At any time, you may authorize Wave to issue a PAD against the Deposit Account for payment of a specified amount. Such authorization may be given to us by any means, including by way of telephone, electronic communication or on our secure web site. You agree that a password or secret code or other signature equivalent will be issued and will constitute a valid authorization for Wave or its agent to debit the Deposit Account. Your authorization for a one time or sporadic payment will constitute an agreement and direction to us for that payment only.
- You have certain recourse rights if any PAD does not comply with this agreement. For example, you have the right to receive reimbursement for any PAD that is not authorized or is not consistent with this agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit www.payments.ca. You may revoke this agreement at any time, upon providing 30 days’ notice, in writing, to Wave at the address noted below or as Wave may advise from time to time. You may obtain a sample cancellation form or further information on your right to cancel a PAD agreement at your financial institution, by contacting Wave or by visiting www.payments.ca. This authorization applies only to the method of payment and you agree that cancellation of this authorization does not terminate or otherwise have any effect on any contract that exists between you and Wave (for clarity, if this authorization is presented to you as part of another document, the cancellation of this authorization does not terminate or otherwise have any effect on any other parts of such document).
- If you require more information or have an issue regarding this agreement, you understand that you may contact Wave by email at advances@waveapps.com or as Wave may advise from time to time.
Overview of this Agreement
These Subscription Services Terms of Service (this “Agreement”) constitute a legal agreement between you (“you” or “your”) and Wave Financial Inc. or Wave Financial USA Inc. (“Wave”, “we”, “our” or “us”) and govern your access to and use of Wave’s subscription services, as described below (the “Subscription Service”). Your use of the Subscription Service constitutes your agreement to all terms and conditions of this Agreement. This Agreement includes a binding mutual arbitration provision, which requires that disputes be resolved through individual arbitration.
In simple Terms
This is an agreement, we gave it a name – Wave’s Subscription Services Terms of Service. It’s between you and Wave and is the basis for our relationship (BFFs right?)
YYou confirm you have reviewed Wave’s Terms of Use (“Wave TOU”) which is incorporated by this reference into and forms part of this Agreement, and you agree to be bound by the terms and conditions of the Wave TOU. To the extent there is any conflict between the Wave TOU and this Agreement, the terms of this Agreement shall prevail only with respect to Wave’s Subscription Service.
All defined terms used in this Agreement will have the meaning assigned to them in this Agreement and will apply both to their singular and plural forms, as the context may require. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Wave TOU. For example, “Services” as defined in the Terms of Use include Wave’s Subscription Services.
The Arbitration Provision in Section O. of the Wave TOU (the “Arbitration Provision”) applies to this Agreement and any dispute arising out of or relating to this Agreement.
In simple Terms
We’ve got our main Terms of Use that apply to Wave’s entire product line and we’ve got these ones for Wave’s Subscription Services – if there’s a conflict, this document provides information that specifically applies to Wave’s Subscription Services. If something is Capitalized and not defined here, it’s defined in our main terms document.
PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SUBSCRIPTION SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE’S SUBSCRIPTION SERVICE. YOUR CONTINUED USE OF AND/OR ACCESS TO THE SUBSCRIPTION SERVICE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT AND THE WAVE TOU.
IF YOU ARE AN AGENT OR EMPLOYEE OF THE BUSINESS OR CORPORATION ENTERING INTO THIS AGREEMENT THEN YOU HEREBY REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON THE BUSINESS OR CORPORATION'S BEHALF AND TO BIND THE BUSINESS OR CORPORATION, AND (II) THE BUSINESS OR CORPORATION HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
In simple Terms
This is an agreement between you and Wave. To use Wave’s Subscription Service, you must agree to our terms and conditions. If you don’t agree, you have to stop using our Services. We’ll update this document from time to time. Each time you use Wave’s Subscription Service, you are agreeing to the latest posted version of this Agreement.
If you are an agent or employee of the business or corporation entering into this Agreement, you agree that you are authorized to accept these terms and conditions on the business’ or corporation's behalf.
A. The Service
Wave’s Subscription Service plans include the following:
- Wave’s receipt scan feature; and
- Wave’s Pro Plan.
This Subscription Service is offered to businesses in the United States or Canada operating a business selling goods or services. To use the Subscription Service, you must register with Wave to create an account (the “Account”) and subscribe to the Subscription Service through Wave, Apple, or Google.
By signing up for and using Wave’s Subscription Service, you agree to this Agreement and agree to pay any fees that apply to the Subscription Service. You are responsible for all activities that occur in your Authorized Users' accounts and for your and your Authorized Users' compliance with this Agreement.
If you subscribe through Apple or Google, subscriptions are also governed by the following terms:
- Apple Media Services Terms and Conditions - US
- Apple Media Services Terms and Conditions - Canada
- Google Play Terms of Service - US
- Google Play Terms of Service - Canada
You are solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software, and communications services (such as Internet access) that are required to allow you to access and use the Subscription Service and for all expenses relating thereto.
In simple Terms
This Subscription Service is only available to businesses in the U.S. and Canada (we have that in common!).
Certain Apple or Google terms and conditions may also apply to your use of the Wave subscription service, as applicable.
You must provide and pay for any equipment, computers, software, and communication services that you require to use our Subscription Service.
B. Wave’s Receipts Feature
Subscribing to Wave’s receipts feature allows you to upload receipts and convert transaction details into a digital expense record.
In simple Terms
You can subscribe to our receipts feature to capture, bookkeep, and track your business expenses.
1. Collection of Information
If you use Wave’s receipt scan feature, you expressly consent to us collecting from you certain information, which may include information relating to an identified or identifiable natural person and defined as personal information under applicable privacy laws, in compliance with our Privacy Policy.
Information collected includes:
- Merchant of the transaction;
- Date of purchase;
- Notes added to the system;
- Category of the purchase;
- Payment account used;
- Subtotal of the transaction;
- Total of the transaction;
- Currency of the transaction;
- Tax type and amount;
- Original image and any/all information contained therein; and
- Device information including, but not limited to, model, manufacturer, or operating system.
Your instructions to us for the collection, use, reproduction, hosting, transmission, processing, and disclosure ("Processing") of personal information shall comply with applicable privacy Laws. You shall have sole responsibility for the accuracy, quality, and legality of personal information and the means by which you have acquired such personal information. You hereby represent and warrant to, and covenant with us that the information that we collect through your use of the Subscription Service only contain personal information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions, and otherwise has all authority, in each case as required by applicable privacy Laws, to enable us to provide the Subscription Service, including with respect to the Processing of personal information, including by or to us and to or from all applicable third parties.
You consent to our disclosure of such information to third-party Optical Character Recognition (“OCR”) services. We agree to obtain all reasonable assurances that personal information will be collected, used, and disclosed only for the purposes intended and in compliance with applicable Law. We are not responsible for the readability of the receipts that you upload nor for the ability of our OCR services to translate the information on your receipts. Please be sure to use the appropriate resolution and focus on your mobile device.
In simple Terms
This is a summary of some of the details we might collect if you use Wave’s receipts feature to upload a receipt image. Wave collects personal data in accordance with our Privacy Policy, the terms set out above, and in the Wave TOU. You have sole responsibility for the accuracy, quality, and legality of the personal information that you provide or that we collect through the service and have collected all necessary consents as required by applicable Law before providing this information to us.
2. PCI AND PA COMPLIANCE DISCLAIMER
IF YOU USE WAVE’S RECEIPT SCAN FEATURE, PLEASE NOTE THAT THE SERVICE IS NOT, AND IS NOT INTENDED TO BE, IN COMPLIANCE WITH PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS (“PCI-DSS”) OR PAYMENT APPLICATION DATA SECURITY STANDARDS (“PA-DSS”). INFORMATION ON THE PCI-DSS AND PA-DSS CAN BE FOUND ON THE PCI SECURITY STANDARDS’ WEBSITE. YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, POST, E-MAIL, UPLOAD, SCAN, OR OTHERWISE PROVIDE TO WAVE, EITHER DIRECTLY OR INDIRECTLY, PRIVATE, PERSONALLY IDENTIFIABLE, OR OTHERWISE CONFIDENTIAL INFORMATION TO WAVE’S RECEIPT SCAN FEATURE OR ANY SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR OR ANY OTHER PERSON’S OR ENTITY’S NON-TRUNCATED CREDIT CARD INFORMATION, SOCIAL SECURITY, SOCIAL INSURANCE, OR ALTERNATE GOVERNMENT-ISSUED IDENTITY NUMBERS, NON-PUBLIC PHONES NUMBERS, OR NON-PUBLIC EMAIL ADDRESSES. THIS PROHIBITION INCLUDES BUT IS NOT LIMITED TO THE POSTING OF IMAGES CONTAINING SUCH PROHIBITED INFORMATION.
In simple Terms
This product isn’t PCI-DSS or PA-DSS compliant so, if you use Wave’s receipts feature, you are not permitted to scan any receipts that contain details like entirely visible credit card numbers, government-issued ID numbers, or non-public contact information.
3. Email Forwarding Disclaimer
If you use Wave’s receipt scan feature and send digital receipts to your unique Wave email forwarding address, please be aware that you are responsible for entering accurate and correct information and the Wave Parties will not be liable if you unintentionally forward your receipts to an email address that isn’t yours.
In simple Terms
If you forward digital receipts to your unique Wave email forwarding address, we recommend double-checking the email address to make sure it’s going to the right place as we are not responsible for misdirected emails.
C. Wave’s Pro Plan
Subscribing to the Pro Plan gives you access to additional features, as outlined on our Pricing page. Access to these features requires an active subscription. If your subscription ends or is no longer active, you will immediately lose access to these features.
In simple Terms
You can subscribe to our Pro Plan to access a bunch of additional features that we built to help you run your business.
1. Wave’s Receipt Feature
See Section B (Wave’s Receipts Feature).
2. Connected Bank Transaction Import
In order to import your financial information and provide the Wave Pro Plan Service, Wave engaged its service provider Plaid Inc. (“Plaid”) to gather and access your data from your financial institution. By using the Wave Pro Plan Service, you hereby expressly grant Wave and Plaid the right, power, and authority to act on your behalf or on behalf of the principal account holder to access, retrieve, and transmit your personal and financial information from the relevant financial institution to your Wave account. You consent to your personal and financial information being transferred, stored, and processed by Plaid and acknowledge that such personal and financial information will be transferred, stored, and processed by Plaid in accordance with their Privacy Policy and End User Services Agreement and by Wave in accordance with our Privacy Policy. You are not permitted to provide Wave with any access information for any third-party accounts for which you are not the principal account holder unless you have the authority to act on behalf of the principal account holder.
Without limiting the generality of Section L (Third Party Links, APIs and Content) and Section I (Limitation of Liability) of the Wave TOU, subscribing to Wave’s Pro Plan does not guarantee that you will be able to connect to your financial institution or that a connection will always work. If you are having trouble connecting, please refer to Plaid's troubleshooting guide.
In simple Terms
We use Plaid to import your financial data in connection with the Wave Pro Plan Service. By using this feature, you agree to share your information with this partner. Check Plaid's troubleshooting guide for help with connecting an account and their privacy policy for more information regarding their data privacy practices.
3. Wave’s Online Payments Feature
Approval for Wave’s online payments feature is subject to eligibility criteria, including identity verification and credit review. Subscribing to Wave’s Pro Plan does not guarantee that your application will be approved.
Lower processing rates are only available while the business has an active subscription and only apply to payments processed during the active subscription period.
The following agreements also govern this feature:
In simple Terms
Signing up for our Pro Plan doesn’t mean you’ll automatically get access to our online payments service. To use this feature, you’ll have to submit an application and wait for approval. Only businesses with an active Pro Plan subscription can take advantage of lower online payment processing fees.
4. Additional Users
If you authorize additional users (“Additional Users”) to access and use certain parts of Wave on your behalf, they will have access to your account information and may have the ability to perform various tasks depending on the granted access level. If you administer your Wave account on behalf of a business or corporation, you represent and warrant that you have the right to provide access to your Additional Users. If your subscription ends or is no longer active, your Additional Users will immediately lose access.
In simple Terms
If you add Additional Users to your Wave account, they can see and access your data and sometimes do things with it. Please only grant Additional Users access if you have permission from the business or corporation that you represent to do so.
5. Live Customer Support
Our Customer Support Team is available during the days and hours listed here. You can chat with them and submit a request through our automated support chatbot Mave. You can access Mave through your Wave Account in your web browser or the Wave Mobile App (the “App”).
In simple Terms
Need help? Subscribing to the Pro Plan service gives you access to our customer support team. You can start a chat with Mave to get connected.
D. Subscriptions and Billing
The Subscription Service is offered on a per-business subscription basis, billed monthly or annually. Only Account owners can authorize subscriptions. Subscriptions are limited to one business entity (such as your corporation or limited liability company) and are non-transferable.
The billing period begins on the day that the subscription is purchased and will continue to renew on this day as set out below. The renewal date (“Renewal Date”) is defined as the first day of the billing period and is based on the length of the plan.
- Monthly Subscription: Each month, on your Renewal Date, you will be billed for the current month’s subscription fee.
- Annual Subscription: Each year, on your Renewal Date, you will be billed for the current year’s subscription fee.
For example, if you purchase a one (1) month subscription on February 22nd, your Renewal Date will be March 22nd.
Subscriptions will auto-renew until you choose to cancel. You can cancel your subscription up until one (1) day before your Renewal Date through Wave, Apple, or Google (depending on your subscription method).
In simple Terms
This is where you’ll find all of the juicy details related to our subscription plans. You can choose between a monthly or annual plan. Renewals will be automatic unless you cancel through Wave, Apple, or Google as required in this Agreement.
1. Fees
At the time of your purchase, Wave will provide the Subscription Service to you at the then current rates and fees (“Fees”) described on our Pricing Page (plus applicable taxes), which is incorporated into this Agreement. Wave reserves the right to modify this page and our fees at any time and you agree, unless otherwise notified in writing by Wave, to be bound by the current published version of the fees. Remember to check back and review the Pricing Page periodically so you know of any changes. Wave will make commercially reasonable efforts to notify you of any change in fees at least thirty (30) days in advance of the effective date. Your continued use of the Subscription Service constitutes your agreement to those changes. If a fee increase or change to this Agreement is not acceptable, you may cancel the Subscription Service as provided in Section D.3 (Cancellation) prior to the time when it takes effect.
In simple Terms
The fees are outlined on our website and are subject to change. Using the Subscription Service means you accept the change and you agree to pay the fees at the current published rate.
2. Payment
When you sign up for a subscription, you must choose a payment method. You are responsible for providing a valid payment card and notifying us of any changes to this information. You expressly authorize the subscription fees to be charged to your selected payment method. Payments will be billed in the currency of your region based on your Wave Account (USD or CAD). Where applicable, applicable taxes will be automatically applied.
Your payment method will be charged automatically by Wave, Apple, or Google (depending on your subscription method) on your Renewal Date (at the start of the monthly or annual billing period).
If there is an issue with your payment method, you will be allowed to access the Service for a certain length of time as set out below (“Grace Period”) while Wave, Apple, or Google (depending on your subscription method) attempts to charge your payment method. Your subscription will be considered active until the Grace Period expires.
- If you subscribed through Wave, the Grace Period is fifteen (15) calendar days. Wave may retry payment up to five (5) times during the Grace Period.
- If you subscribed through Apple, the Grace Period is sixteen (16) days.
- If you subscribed through Google, the Grace Period is fourteen (14) days.
If your payment information is not accurate, current, and complete, or if we are unable to process your subscription fees and you do not pay the fees due for your use of the Subscription Service before the end of the Grace Period, we will immediately suspend or terminate your access to the Service without notice.
In simple Terms
Your chosen payment method will be automatically charged at the start of your billing period. If the payment method we have no longer works, we’ll give you a chance to update your payment details before we stop providing the Service.
3. Cancellation
If you subscribed directly through Wave:
- You can manage your subscription or cancel it through your Wave Account at least one (1) day before the Renewal Date by following these steps.
If you subscribed through Apple or Google:
- You can manage your subscription or cancel it through your Apple or Google account at least one (1) day before the Renewal Date.
If you choose to cancel your subscription, it will remain active until the end of your current billing period. The cancellation of your subscription will go into effect after the last day of your current billing period, and you will have the same level of access to the Subscription Service through the remainder of the billing period. When your subscription ends, you will immediately lose access to any functionality or features of the Subscription Service that require an active subscription.
- For Wave’s receipt scan feature subscribers, you will not lose access to previously created digital expense records.
- For Wave’s Pro Plan subscribers, you will not lose access to your data, however, your subscription will be downgraded to the standard features as listed on the Pricing page.
Once you have canceled your subscription and received confirmation of such cancellation, no other changes can be made to your Account, unless you choose to purchase a new subscription. Please note that ceasing your use of the Subscription Service or uninstalling the App will not cancel your subscription.
If you ask us to delete or close your Account and you subscribed directly through Wave, we will automatically cancel your subscription at the end of the billing period. If you subscribed through Apple or Google, you will be responsible for canceling your subscription yourself through your Apple or Google account.
In simple Terms
Like we said, we want you to feel comfortable. You always have the right to cancel your subscription by taking the steps set out above. If you choose to cancel your subscription, it will take effect at the end of the billing period.
4. Refunds
If you subscribed directly through Wave:
- Wave does not provide refunds or credits for cancellations or partially used subscriptions. This applies to both monthly and annual subscriptions. All subscription purchases are final and non-refundable, except at Wave’s sole discretion.
If you subscribed through Apple or Google:
- All subscription purchases are final and non-refundable, except at Apple or Google’s sole discretion and in accordance with the rules governing each subscription. Please note that Wave cannot assist with providing refunds for subscriptions purchased through Apple or Google and you must reach out to Apple or Google directly.
5. Billing
If you subscribed directly through Wave:
- Billing statements are emailed to you at the time of purchase and available through your Wave Account as long as your subscription is active. If your subscription is not active, you will be unable to access these statements through your Wave Account. If you are unable to view your billing statements, contact our Customer Support Team for assistance.
If you subscribed through Apple or Google:
- Billing statements are available through your Apple or Google account. If you are unable to view your billing statements, contact Apple or Google for assistance.
In simple Terms
It is your responsibility to review your purchases and billing history. Access to billing statements through your Wave account will require an active subscription.
6. Support
If you subscribed directly through Wave:
- For any questions related to billing, cancellation, payment details, or Wave’s subscription plan features and functionality, please contact our Customer Support Team.
If you subscribed through Apple or Google:
- For any questions related to billing, cancellation, or payment details, please contact Apple or Google directly.
- For any questions related to Wave’s subscription plan features and functionality, please contact our Customer Support Team.
In simple Terms
Our Customer Support Team is happy to answer any questions you might have if you subscribed directly through Wave or if you have any questions relating to Wave’s subscription plan features and functionality. If you subscribed through Apple or Google and you have questions about billing, payments, or cancellations, please contact Apple or Google directly.
E. Apple App Store Terms
The following terms apply to you only if you access the App from the Apple App Store.
1. Acknowledgement
You acknowledge and agree that this Agreement is solely between you and Wave, and not with Apple, and that Apple has no responsibility for the App or content thereof. To the extent there is any conflict between this Agreement and Apple’s terms and conditions, the terms of Apple shall prevail only with respect to the App. Your use of the App must also comply with App Store Terms of Service.
2. Scope of License
Each license granted to you for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
3. Maintenance and Support
You and Wave acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Wave is solely responsible for providing any maintenance and support services with respect to the App except as otherwise set out herein or as required under applicable Law.
4. Warranty
Wave is solely responsible for any product warranties, whether express or implied by Law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable Law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Wave’s sole responsibility.
5. Product Claims
You and Wave acknowledge and agree that Wave, not Apple, is responsible for addressing any claims from you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. This Agreement does not limit Wave’s liability to you beyond what is permitted by applicable Law.
6. Intellectual Property Rights
You and Wave acknowledge and agree that, in the event of any third party claim that the App, or your possession and use of the App, infringes that third party’s intellectual property rights, Wave, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim pursuant to the terms and conditions agreed between you and Wave.
7. Legal Compliance
You represent and warrant that: (i) you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
8. Developer Name and Address
You may direct any questions, complaints, or claims with respect to the App (other than questions relating to billing, cancellation, or payment details) to the contact details provided below.
Wave Financial Inc.
155 Queens Quay E, Box 3, Toronto, ON M5A 0W4
complaints@waveapps.com
9. Third Party Terms of Agreement
You agree to comply with applicable third party terms of agreement when using the App.
10. Third Party Beneficiary
You and Wave acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
In simple Terms
Are you using Wave’s Mobile App on an Apple device? This section includes a bunch of extra terms and conditions that are specific to applications downloaded from the Apple App Store.
F. Prohibited Use
Without limiting the generality of Section G (Prohibited Use) of the Wave TOU, unless Wave specifically agrees in writing, you will not, and will use commercially reasonable efforts to make sure a third party, agent, affiliate, or designee does not:
- Sell, rent, lend, transfer, distribute, license, resell, lease, or the functional equivalent, the Subscription Service to a third party;
- Remove any proprietary notices, labels, or marks from the Subscription Service or Documentation;
- Attempt to reverse engineer, decompile, or create derivative works based on the Subscription Service or any component;
- Attempt to create a substitute or similar service through the use of, or access to, the Subscription Service;
- Violate the security of Wave’s Subscription Service or any other Service or attempt to gain unauthorized access to any Subscription Service (including Wave’s subscription-based features), or Wave's computer systems or networks connected to any server associated with Wave;
- Circumvent any user limits or other timing or use restrictions that are built into the Subscription Service;
- Copy any ideas, features, functions or graphics of the Subscription Service; or
- Use Wave’s subscription-based features or any Subscription Service to export or re-export any Subscription Service(s) or the content thereon or any portion thereof, in violation of the export control laws and regulations of the United States and/or Canada.
In addition, you agree not to, and not to allow third parties, agents, affiliates, or designees to, access or use the Subscription Service:
- To post, e-mail, upload, scan, or otherwise provide to Wave, either directly or indirectly, private, personally-identifiable or otherwise confidential information to Wave’s Subscription Services or any Service, including, without limitation, your or any other person's or entity’s non-truncated credit card information, social security, social insurance, or alternate government-issued identity numbers, non-public phone numbers, or non-public email addresses. This prohibition includes but is not limited to the posting of images containing such prohibited information.
- To violate, or encourage the violation of, the legal rights of others;
- For any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
- To intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
- To interfere with the use of the Subscription Services, or the equipment used to provide the Subscription Services, by customers, authorized resellers, or other Authorized Users;
- To alter, disable, interfere with, or circumvent any aspect of the Subscription Services;
- To test or reverse-engineer the Subscription Services in order to find limitations, vulnerabilities or evade filtering capabilities;
- To use the Subscription Services, or a component of the Subscription Services, in a manner not authorized by Wave or outside of the intended use of the Subscription Service; or
- To defame, stalk, bully, abuse, harass, threaten, impersonate, or intimidate people or entities.
You will use commercially reasonable efforts to prevent unauthorized use of the Subscription Service and to terminate any unauthorized use. You are responsible for all use of your Account and your User ID and other access information (ex. passwords, if any). You will promptly notify Wave of any unauthorized use of, or access to, any Service(s) of which you become aware. Wave may suspend, disable, or change your Account or User ID (or password) at any time if Wave believes that any of your access information has been compromised, that you or someone using your Account is a threat to the integrity or security of any Service(s), or if Wave has another reasonable basis for doing so.
In simple Terms
As I’m sure you can imagine, there are all sorts of risks related to financial systems and running computer services in general. This whole section is a big long list of “don’ts”. Please make sure you understand and avoid them all. You also need to make sure you’re not enabling other people to do these things.
Keep all account information, user IDs and other access information confidential and notify Wave of any authorized use of or access to the Wave Services of which you become aware.
G. Termination
Wave will automatically renew your subscription at the then-current rates, unless the Subscription Service is canceled or terminated in accordance with the terms and conditions of this Agreement. For more information, refer to Section D.3 (Cancellation).
In simple Terms
You will continue to be billed for the Subscription Service until your subscription is canceled or terminated.
1. Your Right to Terminate
If you subscribed directly through Wave:
- You may terminate the Subscription Service at any time by canceling your subscription through your Wave Account as set out in Section D.3 (Cancellation) of this Agreement.
If you subscribed through Apple or Google:
- You may terminate the Subscription Service at any time by canceling your subscription through your Apple or Google Account as set out in Section D.3 (Cancellation) of this Agreement.
Your termination of the Subscription Service will automatically result in the termination of this Agreement at the end of the billing period. For more information, refer to Section D.3 (Cancellation).
In simple Terms
You always have the right to cancel your subscription and close your Account, subject to the terms and conditions of this agreement. If you choose to cancel your subscription, it will take effect at the end of the billing period.
2. Our Right to Terminate
Without limiting the generality of Section J (Termination of Service) of the Wave TOU, upon notice to you, we may terminate this Agreement and terminate the Subscription Service for any reason with or without cause. We may choose to terminate the Subscription Service without terminating your other Wave Services. We may also suspend your access to the Subscription Service if you:
- Have violated the terms of Wave’s policies or this Agreement; or
- Have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct.
If your Account is suspended, Wave reserves the right to cancel your subscription without a refund.
In simple Terms
Situations may come up where we need the right to close your Account or suspend your right to access your Account. Some examples of why we might do this are in this section.
3. Termination
If your Account is terminated for any reason, you agree:
- To continue to be bound by the applicable terms and conditions of this Agreement, including the Arbitration Provision;
- To immediately stop using the Subscription Service;
- That the license provided under this Agreement will end;
- That we reserve the right (but have no obligation other than as described in our Privacy Policy) to delete all of your information and Account data stored on our servers; and
- That Wave will not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.
In simple Terms
If your Account is terminated for any reason, you agree that: (i) certain terms and conditions of this Agreement will continue to apply; (ii) to immediately stop using the Subscription Service; (iii) the license we provide to you will come to an end; (iv) Wave may delete your information and account data on our servers (subject to our Privacy Policy); and (v) Wave won't have any legal responsibility or obligation to you as a result of your access to the Subscription Service being terminated, or your information or data being deleted or exported.
4. Effect of Termination, Expiry, or Suspension
Upon termination, expiry, or suspension of this Agreement for any reason, you will cease using the Subscription Service. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination, expiry, or suspension of the Subscription Service. Any termination, expiry, or suspension of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination, expiry, or suspension and any other amounts owed by you to us as provided by this Agreement or the Wave TOU.
In simple Terms
We have no obligation or responsibility to compensate or reimburse you for any damages or amounts in connection with a suspended or terminated Subscription Service. You will still be responsible for paying outstanding fees on termination, expiry or suspension of this agreement.
H. Representations and Warranties; Disclaimers
1. Your Representations and Warranties
You represent and warrant to us that:
- You are eligible to register and use the Subscription Service;
- The name provided by you when you registered for the Subscription Service is your name, or the business name, under which you sell goods and services;
- You are a business, business owner, or other authorized person acting on behalf of a business, and that you are using the Subscription Service for business purposes;
- You are eligible to purchase and use the Subscription Service and have the right, power, and ability to enter into and perform under this Agreement;
- You, and all your actions, in connection with your use of the Subscription Service, will comply with all applicable federal, state/provincial, and local Laws, rules, and regulations applicable, including any applicable tax laws and regulations;
- You will not use the Subscription Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; and
- Your use of the Subscription Service will be in compliance with this Agreement and applicable Law.
In simple Terms
Above, you are providing certain assertions and assurances in connection with your use of the Service.
2. Disclaimers
The Subscription Service is not intended to be used outside the United States or Canada. Those who access or use the Subscription Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable federal and local Laws and regulations, including but not limited to export and import regulations.
In simple Terms
Wave’s Subscription Service is only meant to be used in the United States and Canada.
THE SUBSCRIPTION SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SUBSCRIPTION SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIPTION SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAVE OR THROUGH THE SUBSCRIPTION SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SUBSCRIPTION SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SUBSCRIPTION SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SUBSCRIPTION SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WAVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SUBSCRIPTION SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WAVE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
In simple Terms
This Subscription Service is as-is which means that you’re agreeing to use it in its current condition - flaws and all! We can’t make any guarantees that you won’t run into bugs, defects, glitches, or interruptions along the way.
I. Limitation of Liability and Indemnity
THE LIMITATION OF LIABILITY SET OUT IN SECTION I OF THE WAVE TOU WILL APPLY. IN ADDITION, OUR MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE OF THE SUBSCRIPTION SERVICE WILL BE LIMITED TO THE SUBSCRIPTION FEES YOU PAID FOR THE SUBSCRIPTION SERVICE DURING THE SIX (6) MONTHS PRECEDING THE APPLICABLE CLAIM.
IN NO EVENT WILL WAVE’S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SUBSCRIPTION SERVICE.
In simple Terms
You agree that the only parts of this Subscription Service where Wave accepts liability are those places where we explicitly say so in the Wave TOU - Section I.
J. Miscellaneous
1. Governing Law
If you reside in the United States, this Agreement shall in all respects be governed by and interpreted, construed, and enforced in accordance with the Laws of the state in which you accepted this Agreement, except as otherwise provided in the Arbitration Provision.
Otherwise, unless provided in the Arbitration Provision, this Agreement shall in all respects be governed by and interpreted, construed, and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of Law or conflicts of Law principles that would require the application of the Law of a different jurisdiction.
In simple Terms
If you reside in the United States, when we say ‘Law’ we mean the Laws that apply in the state where this Agreement was accepted. Otherwise, when we say ‘Law’ we mean the Laws that apply in Ontario and Canada.
2. Entire Agreement
Except as otherwise provided in the Arbitration Provision, this Agreement, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave’s Subscription Service, and it supersedes all previous communications, representations, or agreements, either oral or written, between you and us.
In simple Terms
This Agreement (and our Wave TOU) overwrites any other agreement you’ve signed with us.
3. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Wave without restriction or consent.
In simple Terms
You can’t assign this agreement over to anyone else; we can have someone stand in for us.
4. Amendment of Agreement
Except as otherwise provided in the Arbitration Provision, we reserve the right to modify or add to this Agreement at any time and to change, delete, discontinue, or impose conditions on any feature or aspect of the Subscription Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including but not limited to notice on our website or any other website maintained or owned by us and identified to you. Any use of the Subscription Service after our publication of any such changes shall constitute your acceptance of the then-current version of this Agreement. You may not modify or amend this Agreement unless we agree to such modification or amendment in a written instrument signed by a duly authorized representative of Wave. For the purposes of this section, a written instrument shall expressly exclude electronic communications such as email and electronic notices including facsimiles.
In simple Terms
Wave can change this agreement and we’ll give you reasonable notice. Using the Subscription Service means you agree to the version of the agreement that is current at that time. You can’t make changes to this agreement without getting us to agree to them in writing, which in this case actually means ‘pen to paper’.
5. Survival
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement or that expressly or by their nature extends beyond the termination of the Subscription Service, including but not limited to the Arbitration Provision, shall survive and remain in effect in accordance with its terms upon the termination or expiry of this Agreement.
In simple Terms
This section extends the effectiveness of certain provisions, for example, the arbitration provision in the Wave TOU, beyond the expiration or termination of this agreement.
6. Severability
Except as otherwise provided in the Arbitration Provision, all provisions of this Agreement, notwithstanding the manner in which they have been grouped together or linked, are severable from each other. If any of these terms should be determined to be unenforceable, the remaining terms of this Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.
In simple Terms
This document isn’t “all or nothing.” If some parts of it don’t hold up, the rest is still in effect.
7. Language
You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses, and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s'y rattachant soient rédigés en anglais.
In simple Terms
We do business in English. But if you ask us how we communicate our love, we speak “championing small businesses.” They’re the heart of our communities.
For US Businesses
Wave Advisors If you use our Wave Advisors professional services, these terms apply.
Wave Payments If you use Wave Payments, these terms apply.
Wave Payments Customers If you’re paying an invoice through Wave’s platform, these terms apply.
Wave Payroll If you use Wave Payroll, these terms apply.
Wave Subscription Services If you subscribe to Wave’s Pro Plan or receipt scan feature, these terms apply.
Wave Tax Coaching Services If you subscribe to Wave Tax Coaching Services, these terms apply.
Developer API Including but not limited to developer.waveapps.com, api.waveapps.com.
Stripe If your processing of credit card payments is powered by Stripe, you’re bound by their Terms of Service.
For Canadian Businesses
Wave Advisors If you use our Wave Advisors professional services, these terms apply.
Wave Payments If you use Wave Payments, these terms apply.
Wave Payments Customers If you’re paying an invoice through Wave’s platform, these terms apply.
Wave Payroll If you use Wave Payroll, these terms apply.
Wave Subscription Services If you subscribe to Wave’s Pro Plan or receipt scan feature, these terms apply.
Developer API Including but not limited to developer.waveapps.com, api.waveapps.com.
Stripe If your processing of credit card payments is powered by Stripe, you’re bound by their Terms of Service.