Effective as of: May 27, 2021

Introduction

These Wave Payment Service Terms of Use (this “Agreement”) constitute a legal agreement between you (“you” or “your”) and Wave Financial Inc. (“Wave”, “we”, “our” or “us”) and govern your access to and use of Wave’s Payment Service for making and receiving payments, as described below (“Payment Service”). Your use of the Payment Service constitutes your agreement to all the terms of this Agreement. The Payment Service is also subject to the Wave General Terms of Use (the "General Terms").

Description of Service

The Payment Service enables you to make or receive a payment to or from another person or entity that uses Wave services (a "Wave User") in accordance with this Agreement. You may make a payment to another Wave User (you would be a "Payer") by a credit or debit card acceptable to us (a “Card Payment”) or an electronic payment from your bank account (a “Bank Payment”; collectively “Card Payments” and “Bank Payments” are referred to as “Payments”). You may also receive Payments from Wave Users (you would be a "Payee"). Wave acts solely as a third party payment facilitator and processor to Payers and Payees. The Payment Service is protected by copyright, trademark and other intellectual property laws. Wave is not a party to any agreement between a Payer and Payee and any disputes you have with a Payer or Payee are solely between you and the other Wave User.

Payments

Payments may only be made in Canadian dollars and you may not use the Payment Service as Payer or Payee in any manner that violates any applicable law or this Agreement. You may not provide access to the Payment Service to any third party. You will provide accurate and complete information regarding your Payments, and agree that all information you provide, including information about a debit or credit card or bank account, is complete, accurate and true.

We will not initiate a Payment on behalf of a Payer until the Payee has agreed to accept the Payment through the Payment Service. The Payer is responsible for correctly identifying the Payee. If the Payer provides incorrect information about a Payee, we are not responsible for the recovery of any funds sent to an incorrect Payee.

Bank Payments and Card Payments

In order to make a Bank Payment the Payer must provide us with information regarding a valid Canadian bank account that is owned by the Payer or that the Payer has the authority to manage and authorize us to debit that account in order to make the Bank Payment. You must provide verifiable bank account information and there must be sufficient available funds to cover the amount of the Bank Payment. By authorizing a Bank Payment, Payer authorizes Wave to electronically debit your bank account for the amount of the Bank Payment. You agree not to initiate any Bank Payment that violates the laws of Canada or any other law that applies to you. Annex A to this Agreement includes the Business Pre-Authorized Debit Agreement (the "PAD Agreement") that applies to Bank Payments. The PAD Agreement forms part of this Agreement.

In order to make a Card Payment, the Payer must provide us with a valid credit or debit card number and other information necessary to implement a payment with that card. The card must be in the name of the Payer or the person making the payment on behalf of the Payer. You must have sufficient funds available through the use of the card to cover the amount of the Card Payment. When you authorize a Card Payment, you authorize us to initiate a payment to the designated Payee through the card.

By instructing us to make a Payment, you authorize us to follow the Payment instructions that you provide to us through the Payment Service and authorize and instruct us to send emails or text messages to the Payee concerning the Payment. You also authorize us to credit your account with any payments that are returned or that are sent to you as Payee on behalf of another Wave User. Once you initiate a Payment, we cannot assure you that we can stop or cancel the Payment, though if you contact us, we will make a reasonable effort to do so if the Payment has not yet been transmitted.

Receiving Payments

In order to receive a Payment as a Payee, you must also provide us with information regarding a valid Canadian bank account into which Payments will be electronically deposited. We must be able to verify the bank account information. By providing us with your bank account information, you authorize us to electronically transfer Payments to that bank account.

Once a Payer initiates a Payment to you, you cannot stop or cancel the Payment. We may return a Payment if we are unable to confirm that you are the intended recipient of the Payment, if we reasonably believe that completing the Payment would violate applicable laws or regulations or that the Payment was fraudulent or unauthorized, or that the information that you or the Payer provided to us was inaccurate.

Payment Date; Initiation of Payment

The Payment Date is the date a Payer authorizes a Payment.

Payers

For Payers, on the Payment Date, we will charge the Card Payment or for Bank Payments, debit the designated bank account for the payment amount. You are responsible for ensuring that you have adequate available credit for Card Payments or that the funds are available in your bank account for Bank Payments. You are solely responsible for any fees (including late, overdraft, return or over limit fees) charged by your card issuer, your bank or the Payee. You give Wave the right to resubmit any returned or invalid payments you have authorized and to re-originate the Payment. When you schedule a payment, you should allow sufficient time for the Payee to receive the Payment by its due date, which will be 2-3 business days after the Payee has accepted the Payment.

Payees

For Payees, on the Payment Date, we will initiate the Payment. You will not receive the Payment on the Payment Date. We will not transfer the amount of the Payment to you, as Payee, until you accept the Payment. Once you accept the Payment, we will initiate a credit to your bank account for the Payment amount, but those funds may not be received into your bank account for 2-3 business days after you accept the Payment. You are solely responsible for any fees charged by your bank or any other third party in connection with your receipt of the Payment.

Transaction Limits

We in our sole discretion may impose limits on the dollar amount, number and/or the frequency of Payments you can make or receive using the Payment Service. We may decline any Payment exceeding these limits.

Storing Payment Information

When using the Payment Service to make or receive Payments, you may elect to save your Payment information (card information or bank account information, as applicable) for future Payments.

Identity and Account Verification

You authorize us, directly or through our third party service providers, to make any inquiries and obtain information, including a consumer report on you, from others, including from consumer reporting agencies, that we consider necessary or appropriate to verify your identity and card or bank account information or to prevent the fraudulent use of your card, bank account or your identity. We may also request that you provide additional information to verify your identity or a Payment. If you refuse any of these requests, we may not be able to allow you to use the Payment Service.

For Payers: Our Liability for Failure to Make a Payment; Cancelled Payments

We are not liable for any failure to complete a Payer's Payment on the correct date or in the correct amount, if you provide inaccurate or incorrect information. Any fees associated with a late payment imposed by the merchant to whom you are making a payment are your sole responsibility. We will make reasonable efforts to send you notice that your Payment is not complete, but you are solely responsible for ensuring a payment has been sent, received, and accepted in the correct amount by the Payee. The average process time after the Payee accepts a Payment is usually 2 to 3 business days, but may take longer due to card or banking system delays or other matters outside of our control. We may delay, cancel or reverse a payment if we believe or suspect that a transaction is invalid, fraudulent or violates applicable law, the terms of this Agreement or our policies. You agree to cooperate with us and provide any information that may be reasonably requested by us in our investigation of any cancelled, invalidated or refused payment transactions. You agree and understand that the Payee is not required to accept your payment. You agree that you will not hold us liable for any damages resulting from a Payee's decision not to accept a payment. We will return any cancelled or denied payment to your bank account or your card, as applicable.

Privacy

The Customer Privacy Policy is hereby incorporated into this Agreement and applies to the collection, use, disclosure, retention, protection and accuracy of your personal information. Use of the Payment Service constitutes consent to use any personal information which you provide us during the payment process for the purposes set out in our Customer Privacy Policy and for all other related uses for which your consent may reasonably be implied.

Consent to do Business Electronically

You agree and give consent to receive Communications from us electronically. The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Payment Services or other related services. You agree that any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our website. The decision whether to do business electronically is yours. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service. As applicable, by authorizing a Payment electronically and agreeing to this Agreement, you are confirming to us that you have the means to access, and to print or download, Communications. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature. If you later decide that you do not want to receive future Communications electronically, notify us at payment-support@waveapps.com. Because this is an electronic payment service, if you withdraw your consent to receive Communications electronically, we will no longer be able to provide you with the Payment Service.

Termination

We may suspend or terminate your right to use the Payment Service for any reason.

Disclaimer of Warranties

The Disclaimer of Warranties in the General Terms are applicable to this Agreement.

Limitation of Liability and Indemnity

The Limitation of Liability and Indemnity provisions in the General Terms are applicable to the Payment Service.

If, for any reason we are deemed liable to you in connection with a Payment or the Payment Service, our liability is limited, in any event, to any fees you paid for services obtained from Wave for the previous three months. You agree that the limitation in this paragraph is reasonable.

You must report any unauthorized or incorrect Payment to us within thirty (30) days of the Payment Date. If you fail to do so, we will have no liability for any losses you may sustain with respect to the Payment.

Governing Law

The laws of the province of Ontario and the federal laws of Canada applicable in such province govern this Agreement.

Changes; Assignment

We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Payment Service, on our website or when we notify you by other means. We may also change or discontinue the Payment Service, in whole or in part. Your continued use of the Payment Service indicates your agreement to the changes. We may assign or transfer this Agreement without your consent.

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.

Annex A

Business Pre-Authorized Debit Agreement

1. In order to use the Bank Payment, you must pre-authorize us to debit your bank account as described herein. This Business Pre-Authorized Debit Agreement (this “Authorization”) constitutes your agreement and authorization for Wave to debit your bank account that you may designate from time to time (each a “Bank Account”) for purposes of making a Bank Payment that you may specify from time to time (the “PAD Amount”). This Authorization forms part of Wave Payment Service – Terms of Use (this “Agreement”). You acknowledge that this Authorization is provided for the benefit of Wave, Wave’s bank and your bank.

2. Before initiating any Bank Payment, you will be required to provide us with all necessary information about the Bank Account from which the PAD Amount will be debited.

3. This Authorization is a “Business PAD”, as such term is defined in the Canadian Payment Association Rule H1 (“Rule H1”). The PAD Amount will be variable based on the amount you specify from time to time. Pre-authorized debits (each a “PAD”) will be sporadic based on the PAD Amount. This Authorization authorizes “Sporadic PADs” within the meaning of Rule H1. Accordingly, we are required to obtain due “Authorization” (within the meaning of Rule H1) for each and every Sporadic PAD under this Authorization. Your initiation of the Bank Payment will constitute valid and due Authorization for each Sporadic PAD and will constitute delivery of your authorization to your bank to debit your Bank Account for the PAD Amount.

4. If any payment is dishonored by your bank for any reason, Wave shall be entitled to issue another debit in substitution for the dishonored debit. We shall be under no liability whatsoever caused by a dishonored debit.

5. You acknowledge that your bank is not required to verify that: (a) a PAD has been issued in accordance with the particulars of this Authorization; or (b) any purpose of payment for which the PAD has been issued has been fulfilled by us as a condition to honoring a PAD issued on your Bank Account.

6. You may revoke this Authorization at any time by notifying us 30 days in advance.

7. Even if you cancel or revoke this Authorization, certain provisions of this Agreement between you and Wave survive and remain in effect in accordance with their terms. To obtain a sample cancellation form, or for more information on your right to cancel this Authorization, you may contact your bank or visit www.payments.ca.

8. You have certain recourse rights if any debit does not comply with this Authorization. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this Authorization. To obtain more information on your recourse rights, contact your bank or www.payments.ca.

9. A PAD may be disputed by you only if: (a) the PAD was not drawn in accordance with this Authorization or (b) amounts were drawn after this Authorization was revoked. In order to be reimbursed, you acknowledge that a declaration must be completed and presented to your bank holding the Bank Account up to and including 10 business days after the date on which the PAD in dispute was debited from the Bank Account. You acknowledge that, after such 10 business day period, a claim that the Authorization was revoked or any other dispute of a PAD is a matter to be resolved solely between you and Wave.

10. You understand that you can contact us by email at payment-support@waveapps.com or in writing at the address noted below to make any inquiries, obtain information or seek any recourse rights with respect to this PAD arrangement:

Attn: Payments Operations
Wave Financial Inc.
155 Queens Quay E, Box 3
Toronto, ON M5A 0W4
Canada