Effective as of: August 26, 2016
Please read this stuff or you won't know the rules under which we will engage with you.
This is important. By using anything from Wave, you're agreeing to be bound by everything on the left-hand column. If you won't or can't agree to these terms, we can't let you use Wave. The terms may change in the future. If the change is more than nominal, we'll let you know and give you a chance to change your mind.
Now we're defining stuff. Most of this doesn't need a translation.
b. "Applicable law" refers to the laws currently in force in the Province of Ontario, Canada which shall govern this agreement.
c. "Site" means this website, all related webpages, and all related websites operated by affiliates or divisions of Wave, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
We're talking about Wave here, not about third parties.
d. "Service" and "Services" refer to the online accounting, payroll, payment receipts and invoicing services and other small business–related services and Support offered through the Wave Apps from time to time.
e. "Subscriber" refers to any person who maintains an account with us and utilizes our Services.
f. "Support" means free and paid technical support and assistance provided to users by Wave, Wave Pros and other third party contractors of Wave from time to time.
g. "Wave", "we", "us" shall refer to Wave Accounting Inc. and all its affiliates and subsidiaries.
h. "Wave Apps" means the Site and all mobile applications and other applications which provide access to the Services offered by Wave and its affiliates from time to time.
i. "Wave Parties" includes Wave, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
j. "Wave Pros" means the persons and entities who have voluntarily registered with Wave to be listed on the Site as members of the Wave Pro Network in order to offer, for their own account, various technical support, financial consulting, accounting and bookkeeping services to Wave users.
k. "Wave Pro Network" means the online community of Wave Pros listed on the Site from time to time.
l. "You" and "user" shall refer to any person who visits the Site or uses the Wave Apps and includes a subscriber and its employees and agents.
We'd love for you to use Wave, but you're just using it. We still own it.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services, as well as procure all equipment that is necessary in order to access the World Wide Web and use the Services, including but not limited to a computer, a modem, a printer, and in some cases a mobile device, tablet computer or other equipment. You shall also be responsible for the maintenance of such equipment.
We're providing an online app. How you get to it is up to you.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
You can print this if you want to keep it, right?
Subscribers to certain Wave Apps may provide password access to authorized users (called Guest Collaborators). An authorized user is a user designated by you via the Guest Collaborator functionality available in the Wave App. Such authorized users may have access to the information and perform various tasks as instructed by the subscribers which include but not limited to sharing files, creating invoices, managing files any other lawful tasks that the subscriber may prescribe. If you administer your Wave account on behalf of a business or corporation, you represent and warrant that you have the right to provide passwords and access credentials to your Guest Collaborators.
You can invite a Guest Collaborator to work with you in Wave. If you do, they can see your data and sometimes do things with it. Please only grant Guest Collaborator access if you have permission to do so.
Wave may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. Wave may also limit the geographic locations or jurisdictions where certain Services may be available.
Sometimes things change, including Wave.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of the Wave Apps or the Services whatsoever is to discontinue using the Wave Apps and the Services.
If the service we provide is less than awesome, your recourse is to stop using Wave.
The subscribers and the users shall be responsible for maintaining the confidentiality of their usernames and password, and the subscriber will be responsible for all activities performed under their passwords, as well as unauthorized use.
You're the only one who knows your password, so keep it a secret! If someone gets hold of your password and does something to your account, I'm afraid that's your fault.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using the Wave Apps or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of the Wave Apps and the Services. Wave accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the Wave Apps or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
This is software that crunches numbers. If you put the wrong numbers in, Wave can not be responsible for the wrong numbers coming out. Wave will not be checking your work. Even if your numbers are correct, Wave isn't going to certify that you've done what the government or anyone else needed you to do.
Notwithstanding the foregoing, for our payroll tools and payroll services, Wave makes every effort to accurately calculate federal, state and local payroll taxes. In the event such calculations are incorrect due directly to Wave's negligence, and such error result in a penalty, Wave will pay all or a portion of the penalty in the manner calculated and subject to the limitations in section I below (the "Payroll Guarantee"). The employer must provide Wave with the penalty notice received from the taxing authority within 90 days of the date of the first notice. The penalty must be the direct result of incorrect calculations made by Wave and not the result of incorrect data provided by or on behalf of an employer or employee. The penalty must apply to a time period during which the employer was using Wave. The employer is responsible for any unpaid taxes, fees and interest charges due as a result of the penalty notice.
We want you to use Wave with confidence, so here's something to help you sleep easy: If you use Wave for your payroll, and the data you provide is correct, and Wave makes a mistake in the tax calculations, let us know within 90 days of the date the government sends you that news. We'll pay the penalty based on the "Payroll Guarantee" below.
C. Conditions of Usage.
You agree to use the Wave Apps and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
Wave is what it is. Don't use it for something it's not.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the Wave Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the Wave Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
You're responsible for what happens in your account.
We are responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by Us on Your behalf. “Cardholder Data” is defined as being the cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or service code. Wave has developed strict security features to protect Cardholder Data, and as such it is required that this data only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE WAVE APPS, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where Wave explicitly requests such data be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store cardholder data in fields with labels such as ‘memo’ or ‘note’. Similarly, excluding payment forms, you must never enter CVV2 data into any fields in the Wave Apps. You assume all responsibility for any cardholder data entered into the Wave Apps in violation of this Agreement.
There are a bunch of rules for handling credit card information known as the Payment Card Industry Data Security Standard (PCI-DSS). To help us follow these rules and to protect yours and your customers’ data, we need you to use the apps as they were intended. You agree not to enter your cardholder data in any form where such data isn’t explicitly requested by Wave. We’re not responsible for people doing unexpected things with their data.
If you register to use Wave Payroll, you hereby represent and warrant to us that you have obtained all consents necessary in your jurisdiction to provide us and our third party payroll service providers with the information required to provide the payroll Services. This includes consent to access your employees' bank accounts to process direct deposits of payments and to debit overpayments and payment errors. You expressly authorize Wave and its third party payroll service providers to process such deposits and debits as required from time to time and you agree to hold harmless and indemnify the Wave Parties against any damages, losses or claims arising in respect of payroll processes and access to employee accounts (excepting fraud, willful neglect, or manifest error by Wave, its affiliates or third party providers.)
If you use Payroll by Wave, you're giving us permission to do what needs doing to get money from you to your employees.
D. Online Access to Financial Institutions, Wave Pros and Other Services.
Sometimes you can use Wave in conjunction with services from other companies. What you do with those other companies is up to you and them to work out. That includes fees they may charge you. If you need to provide Wave with login credentials for that other company, in order to make things work, you will only do so if you have permission.
Wave does not provide professional accounting services. If you use the Wave Pro Network, you agree that you do so at your own risk. Unless expressly stated to the contrary, Wave does not pre-qualify, review, or endorse Wave Pros and we provide no representation or warranty as to the background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality of the Wave Pro. If you use a Wave Pro, you acknowledge that you are doing so at your own risk and hereby agree to release and hold Wave harmless from any or Claims arising from your use of the Wave Pro, as further set out in section I below. If you sign up to use our Quick Start, Pro Coaching, or any other paid technical support service, you acknowledge and agree that such Services are offered to provide you technical support in relation to the navigation, set-up, configuration, training and use of the Wave Apps. Wave does not purport to provide you with any financial or accounting advice and you agree to release and hold Wave harmless for and from any Claims (as defined below) arising from your use of a Wave Pro to provide you with technical support in relation to the Wave Apps, as further set out in section I below.
E. Software Notice.
For installable software, you'll have to agree to a license agreement before you can use it.
F. Copyrights, Trade-Marks and Intellectual Property.
Wave and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the Wave Apps and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within the Wave Apps constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using the Wave Apps by a user or otherwise provided for accessing the Wave Apps on the user's behalf shall at all material times remain the property of the user. The user hereby grants to Wave a worldwide, perpetual, royalty free, non exclusive right and licence to use all content provided by the user in connection with the Wave Apps and the Services for uses related to the delivery of the Services.
You own all your data. Wave owns everything we've created. You give us permission to do things like crunch numbers for you.
Materials on and relating to the Wave Apps, including the content of the Wave Apps and any software downloaded from the Wave Apps, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, Wave reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of the Wave Apps or any content therefrom without Wave's express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to the Wave Apps.
Another way of saying that you own all your data, and Wave owns everything we've created. You agree not to try to duplicate, copy or steal anything we've created.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screen shots) which you generate as a subscriber using the Services. Your use of screen shots is subject to the following:
a. No screen shot may be used from any beta version of the Wave Apps unless it has been commercially released to the public;
b. the use is for illustrative purposes;
c. the use may not imply any endorsement or affiliation by or with Wave;
d. the screen shot does not contain any commentary which may appear to have been attributable to us;
e. the screen shot does not contain any third party content; and
Wave has rights to several trade-marks which it uses in connection with the operation of the Wave Apps. Wave does not grant the users any right or license to use the Wave trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
You can take screen shots as long as:
a. It's not a beta feature or product;
b. you're just trying to illustrate something;
c. the screen shot doesn't suggest a relationship that doesn't exist;
d. the screen shot doesn't suggest we said or meant something that we didn't say or mean;
e. the screen shot doesn't contain something that Wave can't give permission for; and
f. it doesn't break any other rules.
Permission to use Wave is not equal to permission to use our trademarks.
G. Prohibited Use.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
You're not allowed to use Wave to do or help anything illegal or bad.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
Don't use Wave to spread bad stuff.
No user shall use any means to restrict or prevent another user from accessing or enjoying the Wave Apps.
Don't do anything that gets in the way of other Wave customers.
No user shall be permitted to upload material into the Wave Apps that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use the Wave Apps and the Services in a manner which could block access to, impair, damage or otherwise disable the Wave Apps or any of our servers. You may not attempt to gain unauthorized access to the Wave Apps or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
Don't upload things that don't belong to you. Don't try to break anything. Don't try to get into Wave's secure machines and systems, or anyone else's account.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Wave in a manner that is inconsistent with our intellectual property rights over the software.
Wave belongs to Wave; don't try to sell it or anything like that.
No user shall promote any commercial interest, falsify or delete any information on the Wave Apps, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize the Wave Apps under false pretences.
More bad things you're not allowed to do, like pretending to be someone you're not, or breaking laws.
I. Limitation of Liability.
THE SUBSCRIBERS AND THE USERS 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, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, 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) THE USE OF THE WAVE APPS AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THE PRO NETWORK AND THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO THE WAVE APPS; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF THE WAVE APPS AND THE SERVICES; 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.
The lawyers are in full swing, capital letters and all. Essentially, you agree that the only parts where Wave accepts liability are those places below where we explicitly say so.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND 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 SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WAVE APPS AND SERVICES 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.
More capital letters saying that Wave's liability is limited to the areas we explicitly say so.
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 WAVE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS (IF ANY); EXCEPT THAT OUR LIABILITY UNDER THE PAYROLL GUARANTEE WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) ASSESSED AGAINST YOU, TO A MAXIMUM OF FIVE HUNDRED US DOLLARS ($500) AND (B) THE AGGREGATE AMOUNT (NET OF TAXES) YOU'VE ACTUALLY PAID WAVE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS, TO A MAXIMUM OF THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) AGAINST YOU. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
Here's the "explicitly say so" part we were referring to above: Depending on the case, we may choose to refund you any money you've paid in the last 12 months, or $50, whichever is greater. Or if it falls under the Payroll Guarantee, up to $500.
You can't hold us to things we haven't said in this document. And you'll decide for yourself if Wave is the right product for you, and therefore you're responsible for that decision.
If you're lucky enough to live in California, you waive Civil Code 1542.
J. Termination of Service.
Wave may terminate this agreement and your use of the Wave Apps at any time without notice, including, without limitation, if you breach any of these terms. Subscribers may use Wave on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. The following are the ways in which the agreement between a subscriber and Wave may be terminated.
a. You follow the "Close your Wave Account" instructions found on your Account page.
b. We issue notice to any party to the effect that that party has in our reasonable judgment breached this agreement or any other agreement as between the parties and upon expiration of 7 days to remedy the breach and such party failing to do so.
c. In case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.
Upon such termination, you must immediately cease using the Wave Apps indefinitely. We may at our option immediately block your access to the Wave Apps.
If you break the rules, we can close your Wave account(s). You can also unsubscribe easily any time you want.
K. Ownership and Disclosure of Information.
You own all of your business's private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and the Wave Apps. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
a. For the purposes of fraud prevention and law enforcement;
b. To comply with any legal, governmental or regulatory requirement;
c. To our lawyers in connection with any legal proceedings; and
d. To comply with a court order.
We want you to be in control of all your data. You own it. We do not. We won't disclose personally identifiable info except in cases like those below:
a. To uphold our obligation to law enforcement;
b. if we're required by law;
c. when we talk to our own lawyers; and
d. when required by law.
If we're required by law to divulge your info, or in any cases outlined above, we'll do our best to let you know ASAP and allow you to have your say about it.
L. Third Party Links, APIs and Content.
You may when using our Site and Services be directed to websites maintained by other third party service providers.
Some of the functionality of the Services and the Wave Apps interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google and Yahoo!. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using the Wave Apps and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of the Wave Apps and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers (eg. for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of the Wave Apps. The availability of such third party services in connection with the Wave Apps does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
If you find a link to something in Wave, or use a service that relies on an API, including advertising links, we can't be responsible for what other people or companies are saying or doing.
M. Authorization to Export Data.
To run our services, sometimes we need to make a copy of data files.
N. 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.
If things outside of Wave's control interrupt Wave's services, neither you nor Wave is liable.
One bad apple doesn't spoil the whole bunch. If you find an error in these terms, the rest of the terms are still in effect.
P. Governing Law and Dispute Resolution.
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 Service, 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.
The laws of Ontario and Canada govern this agreement and anything that comes out of it.
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.
If we get in a dispute, we'll resolve it without juries or class action suits.
Q. Legal Status of Wave Accounting Inc.
The websites www.waveaccounting.com, www.wavepayroll.com and www.waveapps.com, and the names Wave, Wave Accounting, Wave Payroll, Wave Personal and Wave Apps are property of Wave Accounting Inc. a company incorporated under the Canada Business Corporations Act.
Our official name is Wave Accounting Inc., and all of Wave's stuff belongs to that company. We're a Canadian company, and we like hockey.
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.
We do business in English.
T. Information Received from Third Party Services
The Services offered by Wave allow subscribers to: direct Wave to access and retrieve their own financial information maintained online by third party institutions (e.g. banks) with which they have pre-existing relationships (e.g. to maintain a bank account or pay bills); use third party service providers to accept and make payments on the subscribers' behalf; make bank deposits using third party services; file tax returns and pay tax remittances on behalf of subscribers using third parties; and other services related to the Wave Apps. Wave works with financial institutions and other third party service providers to retrieve financial and other information for the purpose of providing the Services. However, Wave does not review this information for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information required by us or any third party service providers in connection with any of the Services.
If you connect Wave with your bank, Wave will not be checking your bank data.
U. Registration Information.
Subscribers and users are responsible for maintaining the confidentiality of their usernames, passwords and other access credentials which allow them use the Wave Apps and access the Services.
Keep your password safe!
V. Consumer Issues.
Unless you subscribe only to our Wave Personal application, in which case this section does not apply to you, you acknowledge that you intend to use the Wave Apps and the Services for business purposes and not for individual consumer, household or domestic purposes.
Wave is made for businesses.
W. No Waiver
No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.
From time to time, Wave may pay penalties or waive some of our rights, as defined in these Terms. This doesn't mean Wave waives its rights in any other circumstances, and shouldn't be interpreted as an indicator of future behaviour.
X. Additional Terms for Additional Services
Developer API: Terms Of Service
Including but not limited to developer.waveapps.com, api.waveapps.com
Payments by Wave Canada: Terms Of Service
If you use Payments by Wave through our web app, mobile app, or API, and are a Canadian business, these terms apply.
Payments by Wave U.S.: Terms Of Service
If you use Payments by Wave through our web app, mobile app, or API, and are a U.S. business, these terms apply.
Payroll by Wave: Terms Of Service
If you use Payroll by Wave through our web app, mobile app, or API, these terms apply.
Receipts by Wave: Terms Of Service
Including but not limited to receipts.waveapps.com, Receipts by Wave for iOS
Stripe Terms: Terms Of Service
If your processing of credit card payments is powered by Stripe, you’re bound by their Terms of Service.
Yodlee Terms: Terms Of Service
If you connect your financial institution to Wave for automatic transaction importing, you are bound by this agreement with our data provider.
If you are processing your payroll with ADP, you are bound by their Terms of Service.
Rather than making these Terms even larger, we’ve opted to put some app-specific terms into place. These are the rules that govern the use of those specific apps linked to on the left.
Y. Digital Millennium Copyright Act.
Some of the content provided on the Wave Apps from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.
You agree not to infringe on other people's copyrights.
Procedure for Reporting Copyright Infringement Claims: If you believe your copyright in any work has been infringed and such work is accessible through the Wave Apps, you may notify Wave's copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement here, Attention: Copyright Agent. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement, which Wave may then forward to the alleged infringer:
a. identification of the copyrighted material that you believe has been infringed;
b. identification of the allegedly infringing material on the Wave Apps, with sufficient detail to enable us to locate it on the Wave Apps;
c. your address, telephone number and email address;
d. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
e. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
f. provide your or your agent's physical or electronic signature.
You may provide this information in writing or by email notification to the following Designated Agent:Attention: DMCA Office Agent
c/o Brian Masson
235 Carlaw Ave., Suite 501
Toronto, ON M4M 2S1
Upon receiving your complaint, Wave may remove content that you believe infringes your copyright.
If someone is infringing on your copyright, follow these instructions to let us know.
Procedure for Counter-Notification: If material that you have posted to the Wave Apps has been taken down, you may file a counter-notification by contacting Wave's copyright agent, who can be reached here, Attention: Copyright Agent, which counter-notification must contain the following details:
a. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
b. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
c. Your name, address and telephone number;
d. A statement that, notwithstanding the choice of laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
e. Your physical or electronic signature.
If, following a complaint, we took something down that belongs to you, and you want it back up, follow these instructions.
NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COURT COSTS AND ATTORNEY'S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION, OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).
If you file a false complaint, there will be consequences.