Terms of Service – API By Wave
Terms of Service – API By Wave
Terms of Service – Wave Receipts
Terms of Service – API By Wave
Terms of Service – API By Wave
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!
Effective as of: December 5, 2014
Welcome to the Wave Financial Inc. (“Wave”, “we” or “us”) developer application program interface (“API”) page. We’re excited that you’ve chosen to develop on the Wave platform to build your application (“Application”).
These API Terms of Use (or this “Agreement”) outline your rights and responsibilities when using our APIs, so read them carefully. Additional terms may apply to the use of an API, including additional terms of service, terms within the accompanying API documentation, and any applicable policies or guidelines we may establish from time to time. If there is a conflict between these terms and the additional terms, the additional terms apply for that conflict. If you use the APIs as an interface to, or in conjunction with other Wave products and services, then the terms for such products and services also apply.
If you use our APIs, you are agreeing to be bound by these API Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE API TERMS OF USE OR OTHER CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES IN RESPECT OF OUR APIs, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APIs. If for any reason you are unable to meet all the conditions set forth under this agreement, or if you breach any of these API Terms of Use, your permission to use our APIs may be terminated. Wave reserves the right to modify or change these API Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Wave developer site (the “Developer Site”) located at https://developer.waveapps.com. Your use of our APIs is subject to the most current API Terms of Use posted on the Developer Site.
Any capitalized terms used but not otherwise defined herein have the meaning given to them in the Wave Terms of Use located at https://www.waveapps.com/legal/terms-of-use (the “TOU”).
Account and Registration
Developer Account To use our APIs, you must first sign up for a “Developer Account”. In order to do so, you may be required to first sign up for a Wave account (and agreed to be bound by the TOU). Both the Developer Account and your Wave account must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address.
Access Credentials Once you have a Developer Account you may obtain the necessary security keys, secrets, tokens, passwords, and other credentials to access the APIs (collectively, “Access Credentials”) for your Application. The Access Credentials enable us to associate your API activity with your Application and the users using it. All activities that occur using your Access Credentials are your responsibility. You must keep them confidential, and you are not permitted to sell, transfer, or sublicense them without our written permission.
License Subject to your compliance with these API Terms of Use, we grant you a limited, non-exclusive, non-assignable, non-transferable license during the term of this agreement to use our APIs to develop, test, and support your Application, and to let your customers use your integration of our APIs within your Application.
Use of our APIs
Data Views Each user of your Application must grant your application access to their Wave account, and each user may only see data from his or her own Wave account. Data from one user’s Wave account must not be exposed to any other user.
Compliance with Law Your use of our APIs must be in compliance with all applicable law (including without limitation laws regarding the import or export of data or software, privacy, or local laws).
Permitted Access You may only access (or attempt to access) an API by the means described in the documentation of that API, and only with your Access Credentials. You shall not misrepresent or mask either your identity or your Application's identity when using the APIs or your Developer Account.
API Limitations We may set limits on the number of API requests that you can make, at our sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Without limiting the foregoing, we may establish limits on the number of users that may install your Application, which we may (but are not obligated to) increase upon request from you.
Open Source Software Some of the software required by or included in our APIs may be offered under an open source license. There may be provisions in the open source license that expressly override some of these API Terms of Use, and in those cases, the overriding provisions apply.
Monitoring We may monitor your use of our APIs to ensure quality, improve our products and services, and verify your compliance with these API Terms of Use. You consent to any such monitoring, and any investigation that may result therefrom. You may not, in any way, interfere with such monitoring or investigations and shall comply with any reasonable requests that we may make of you in monitoring or any investigation of our APIs and/or your Application.
Personal Information Security You must maintain all user information collected by your Application, including personally identifiable information (“PII”), securely and prevent any unauthorized access or use. You must promptly report to us, and your users, any unauthorized access or use of such information.
Security Measures Your network, operating system and the software of your web servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your Application. You must not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to us in writing via email to [support@waveapps.com] or any subsequent contact information provided to you by us. You will work with Wave at your own expense to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of any security deficiency or intrusion involving your Application, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Wave in each instance, unless otherwise required by applicable law.
Tokens Notwithstanding the foregoing, you may store the alphanumeric user IDs (Member Tokens) that we provide to you for identifying users or any individual user’s authentication token (OAuth Token) that we provide to you when a user authenticates your Application to his Wave account.
User Account Data If you obtain a user’s consent to store that user’s Wave account data, you may perform a one-time capture of the account data for that user and store that data. The process for obtaining user consent must meet the specifications provided by Wave and you must explicitly inform the user which parts of his or her profile you are storing. Each request for additional account data must be accompanied by another request for consent from that user as well as the consent from that user. You must use stored account data solely for the benefit of the Wave user that granted you permission to access it. While you are free to charge fees in connection with your Application, you must not monetize user account data (individually or in the aggregate) as a standalone product or service offering. For example, you may not sell access to an aggregated collection of user accounts.
Delete at User Request You must delete all data collected with the user’s consent, including the Member Token and the OAuth Token, upon request by the user, when the user uninstalls your Application, or when the user closes his or her account with you. The restrictions of this paragraph do not apply to data that users provide directly to you and that is separately entered or uploaded to you by the user of your Application.
Delete for Breach You must immediately delete all data if we terminate your use of the APIs for breach of these API Terms of Use, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
Application Terms Your Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where users download or access your Application. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact our users. Your privacy policy must be at least as stringent and user-friendly as our privacy policy, and must clearly and accurately describe to users of your Application what user information you collect (such as, without limitation, PII, login information, and Wave account data) and how you use and share such information (including for advertising). Before obtaining information from your users of the Application, you must obtain their informed consent by informing them what information you collect and how it will be used and/or shared. In addition, you must comply with all privacy laws and regulations including those applying to PII. If your privacy policy is used to comply with the EU Data Protection Directive, then it must adhere to the US Safe Harbor principles of Notice, Choice, Onward Transfer, Security, Data Integrity, and Access at http://www.export.gov/safeharbor/eu/eg_main_018475.asp.
In addition to the foregoing, you must require your end users to comply with any applicable law and these API Terms of Use. You shall not knowingly enable your end users to violate applicable law or these terms.
API Prohibitions When using the APIs, the following prohibitions apply:
Your Application must not:
- implement features or business practices that harm our professional reputation or relationships;
- impersonate a Wave user or misrepresent any user or other third party when requesting or publishing information;
- obfuscate or hide any buttons, sign-in functionality, consent, or authorization flows from your users. In order to access member specific Content through the APIs, your users must grant your Application access to their Content;
- proxy, request or collect a user’s passwords. You are never allowed to collect or use a Wave user’s password in any fashion for any reason;
- request access to more data than your Application needs to work properly; or
- scrape, post, or transmit, in any form or by any means, any part of our website, the Wave Apps or our Content, except as explicitly permitted herein.
You will not sublicense an API for use by a third party. Consequently, you will not create an Application that functions substantially the same as our APIs and offer it for use by third parties.
You will not perform an action with the intent of introducing to Wave products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
You will not defame, abuse, harass, stalk or threaten others.
You will not interfere with or disrupt the APIs or the servers or networks providing the APIs.
You will not promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements, or any other business or industry that we deem inappropriate or unlawful in our sole and absolute discretion.
You will not reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Access Credentials are considered confidential. You will not disclose your Access Credentials to any third party except your agent(s) using such information solely on your behalf in accordance with these terms and under a written duty of confidentiality.
Our communications to you may contain Wave confidential information. If you receive any materials or communications that are clearly confidential or marked confidential, then you will not disclose our confidential information to any third party without our prior written consent.
Support and Modifications We may provide you with support or modifications for the APIs in our sole discretion. We may stop providing support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the APIs and require that you use those subsequent versions. Your continued use of the APIs following a subsequent release will be deemed your acceptance of such modifications.
Fees The APIs are currently provided for free, but we reserve the right to charge for the APIs in the future. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.
Independent Development You understand and acknowledge that we may be independently creating applications, content, and other products or services that may be similar to or competitive with your Application. Nothing in these API Terms of Use will be construed as restricting or preventing Wave from, and Wave will have no obligation to you for, creating and fully exploiting any such applications, content, and other items.
Developer Exception to our Privacy Policy You hereby grant us the right to reveal personal information about you for attribution purposes, handling inquiries from users or potential users, and other purposes Wave reasonably deems necessary under these API Terms of Use. Without limiting the terms of our privacy policy, you understand and agree that we may access, preserve, and disclose your personal information and your Developer Account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of Wave, its affiliates or partners, its users, or the general public.
Ownership and Proprietary Rights
Wave Property As between you and us, and except to the extent your Application contains Wave IP, we claim no ownership or control over your Application and we do not acquire ownership in your Application. By using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs. Without limiting the foregoing, we own all rights, title, and interest, including all intellectual property rights, in and to, the: (a) APIs, and all elements, components, and executables of the APIs; (b) the Content available through the APIs; (c) the Wave Apps; and (d) all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services (collectively, the “Wave IP”). Except for the express licenses granted in these API Terms of Use, we do not grant you any right, title, or interest in the Wave IP. You agree to take such actions as we may reasonably request to effect, perfect, or confirm our rights to the Wave IP.
Feedback All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to us, in any form, in respect of the APIs, the Services or the Wave Apps will be the sole and exclusive property of Wave. You hereby irrevocably transfer and assign to Wave and agree to irrevocably assign and transfer to Wave all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our Intellectual Property Rights and other legal protections for your Feedback.
Your Application You represent and warrant to us that, excluding any Wave IP, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use by Wave and its users of your Application will not violate the rights of any third party (including, without limitation, copyright, patent, trademark, or other proprietary right or privacy right of any person or entity), or any applicable regulation or law, including the laws of any country in which your Application is made available. During the term of these Terms you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users; (b) link to and direct users to your Application; and (c) sublicense the foregoing rights to our affiliates. Following the termination of these API Terms of Use and upon written request from you, we will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the Wave Apps and the Services. We have no other obligation to delete copies of, references to, or links to your Application.
Brand Features License Subject to these API Terms of Use, including any branding guidelines we may establish, we grant you a limited, non-exclusive, non-assignable, non-sublicenseable, and non-transferable license during the Term to display our Brand Features to promote or advertise your integration of the APIs in your Application. For purposes of these API Terms of Use, “Brand Features” means any trade names, trademarks, service marks, logos and domain names that we makes available to you in connection with the APIs.
Restrictions on Brand Features You must not:
- display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to us in our sole discretion, or in a way that suggests we have created, sponsored, or endorsed your Application or its content;
- remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to these API Terms of Use, including the APIs, the materials posted at the Developer Site, and our Website; or
- use the APIs or Brand Features for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate these API Terms of Use (or any document incorporated into these API Terms of Use), or breach any laws or regulations, or violate any rights of third parties, or expose Wave or its users to legal liability in your use of the APIs.
Publicity by You Subject to any branding guidelines we may establish from time to time, you may promote your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Wave (or otherwise embellishing your relationship with Wave). However, you may not issue any formal press release via traditional or online media referring to Wave without Wave's prior consent, unless expressly allowed in any branding guidelines we establish.
Publicity by Us We may publicly refer to you, orally or in writing, as a licensee of the our APIs. We may also publish your name and logo (with or without a link to your Application) on our websites, in press releases, and in promotional materials without your prior consent.
Advertising We reserve the right in our discretion to include advertising in the content returned through the APIs. If any advertisements are returned, you may not modify such advertisements and you must show them in accordance with the relevant API documentation.
Submission of Content Some of our APIs allow the submission of content, and except as expressly provided in these terms, we do not acquire any ownership of any intellectual property rights that you or your end users hold in the content that you submit to our APIs through your Application. By submitting, posting or displaying content to or from the APIs through your Application, you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content. However, we will only use such content for the purpose of enabling us to provide the APIs and only in accordance with our privacy policy. Before you submit content to our APIs through your Application, you must ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.
Prohibitions on Content Unless expressly permitted by the content owner or by applicable law, you agree that you will not, and will not permit your end users to, do the following with content returned from the APIs:
- scrape, build databases or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
- copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display or sublicense to any third party;
- misrepresent the source or ownership; or
- remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of material.
Term and Termination
Term The term of this Agreement will commence on the date upon which you agree to these API Terms of Use and will continue until: you discontinue using our APIs, you close your Developer Account, or we terminate your access to the APIs, this Agreement, or both.
Suspension; Termination We may suspend or terminate your use of all or any of the APIs at any time in our sole discretion, with or without reason, including if we believe you have violated these API Terms of Use or, if we believe the availability of the APIs in your Application is not in our or our users’ best interests. We may discontinue the availability of some or all of the APIs at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the APIs. All of our rights in these Terms may be exercised without prior notice or liability to you.
Effect of Termination Upon termination of this Agreement:
- all rights and licenses granted to you will terminate immediately;
- you will promptly destroy any of our Confidential Information in your possession or control;
- neither party will be liable to the other party just because the agreement has been terminated; and
- unless we agree otherwise in writing or as stated in these API Terms of Use, you must permanently delete all Content or other data which you stored pursuant to your use of the APIs. We may request that you certify in writing your compliance with this section.
Survival Any provision of these API Terms of Use which, expressly, or by its nature is intended to survive termination, shall survive termination of this Agreement.
Warranties | Limitation of Liability
Release YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE WAVE PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, NOR FOR ANY LOST PROFIT, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) YOUR USE OF THE APIs; (III) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (IV) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS, DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (V) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATE TO THE USE OF THE APIs; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
Exclusion of Liabilities FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE APIs, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE APIs ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) AND (B) AMOUNTS YOU'VE PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.
Disclaimer EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS OF USE, WAVE, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, MERCHANTABILITY OR MERCHANTABLE QUALITY; OR THAT THE APIs WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE OR ACHIEVE A SPECIFIC RESULT; (II) MEET YOUR REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR; (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE APIs ARE PROVIDED ON AN "AS IS" BASIS AND YOU AGREE TO USE THE APIs AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO THE APIs AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF THE APIS FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING THE APIS.
California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH ANY RELEASE PROVIDED BY YOU IN THESE TERMS OF USE, INCLUDING THE FOREGOING, WHICH SECTION STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
Indemnity You agree to hold harmless and indemnify the Wave Parties from and against any Claim arising from or in any way related to your use of any Wave IP, the APIs, violation of these API Terms of Use, or any other actions connected with your use of the APIs, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys' fees, of every kind and nature.
Force Majeure Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
Severability All provisions of these API Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these API Terms of Use should be determined to be unenforceable the remaining API Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable.
Governing Law and Jurisdiction Except as otherwise set out herein, 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 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 application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any the APIs or any software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
Waiver You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
English 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.
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.