Advances by Wave Terms of Service - United States
Advances by Wave Terms of Service - United States
Terms of Service – Wave Receipts
Advances by Wave Terms of Service - United States
Advances by Wave Terms of Service - United States
Hi! Congratulations on being the sort of person who reads legal terms of service. Below, you’ll see the terms you’re agreeing to when you use Wave’s receipt scan feature. Thanks for joining the Wave community!
A note from Matthew Montreuil, Wave’s Information Security Officer
These Invoice Advances by Wave Terms of Service (this “Agreement") constitute a legal agreement between you (“Borrower”, “User,” “You” or “Your”) and Wave Credit Inc. (“Wave,” “Lender”,“We," “Our” or “Us”) and govern your access to and use of Wave’s invoice advance services (the “Service” or “Invoice Advances by Wave”). To use the Service, you must agree to all the terms of this Agreement. “You” includes the business registering for the Service, the business owner or principal and the individual registering the business for the Service.
This Agreement is in addition to Wave's Terms of Use (“Wave TOU”), and is incorporated by this reference into, and is governed by, the Wave TOU. To the extent there is any conflict between the Wave TOU and this Agreement, the terms of this Agreement shall prevail only with respect to Invoice Advances by Wave. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Wave TOU.
PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. EACH TIME YOU USE THE SERVICE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS AGREEMENT AND THE WAVE TOU IN THEIR THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS INVOICE ADVANCES BY WAVE. YOUR CONTINUED USE OF AND/OR ACCESS TO THE SERVICE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT AND THE WAVE TOU.
If at any time you do not, cannot or no longer wish to comply with this Agreement and/or the Wave TOU, your sole and exclusive remedy is to discontinue using and/or accessing the Service, and you shall have no other recourse or remedy against Wave or any of its employees, agents or representatives. By using the Service, you agree to be bound by the terms and conditions of this Agreement. Your failure to comply with these terms and conditions may result in immediate suspension or termination, or both, of Invoice Advances by Wave and/or any other Service(s).
Effective as of: December 17, 2018
This Receivables Purchase and Participation Agreement sets forth the terms and conditions for a program in which you may sell to us all or part of the receivables generated by your unpaid invoices; and for your general responsibility to service, collect, and administer the receivables we purchase or participate in.
Please read this Agreement carefully before agreeing to it. Capitalized terms used in this Agreement are defined in Section 22.
1. Offers; Purchases
From time to time, you may request that we purchase or participate in Receivables by submitting to us a Schedule identifying the Receivables owed to you by Qualified Account Debtors, which you wish for us to consider offering to purchase or participate in. We may decide in our sole discretion to purchase or participate in all, some, or none of the Receivables that you identify. At our request, you will deliver to us any supporting documentation and information with respect to Receivables you identified, including purchase orders, delivery receipts, and service reports. If we wish to purchase or participate in any of the Receivables you identified, and if you accept our offer, we will pay you the Purchase Price related to each Purchased Receivable and each Participation in a Participated Receivable. A bill of sale or similar document will evidence each such transaction. For Purchased Receivables we may, but are not required to, deliver notices of assignment to the related Qualified Account Debtors, notifying them that we have purchased the Purchased Receivables and directing their payments to us or our designee. As provided in Section 3(b), we intend for you to be our initial designee for such purposes. At the time we pay you the applicable Purchase Price, you sell, transfer, convey, and assign to us all of your right, title, and interest in and to the related Purchased Receivables and Participations. We do not assume any liabilities or obligations related to any Purchased Receivable, Participation, or Participated Receivable; any such liabilities and obligations will remain solely with you.
2. Settlement Account
You must maintain a Settlement Account that is linked to your Wave Account. You may not use the Settlement Account for personal, family, or household purposes. All payments received by you and your employees, agents, contractors, and representatives (other than us) for Receivables purchased or participated by us must be immediately deposited into and maintained in the Settlement Account. You authorize us to initiate ACH debits from the Settlement Account to ourselves to process and settle payments on Purchased Receivables and Participated Receivables owed to us, Adjustment Amounts, Repurchase Prices, Discounts, and any other fees or amounts owed us under this Agreement. You also authorize us initiate ACH credits to the Settlement Accounts as provided in this Agreement. If a transaction is rejected, we may debit the Settlement Account again until the transaction is completed. You are responsible for any fees incurred by us or you resulting from a rejected ACH transaction, such as returned payment fees and non-sufficient fund fees. We are not responsible for any overdrafts or rejected transactions that may result from us debiting any amount authorized under this Agreement.
3. Servicing of Purchased Receivables and Participated Receivables.
- You are responsible for servicing, collecting, and administering Participated Receivables. You will follow any directions we give you regarding servicing, collecting, and administering Participated Receivables.
- All Purchased Receivables will be serviced, collected, and administered by us or our designee, with full right to take any action in doing so, including changing the terms of any Purchased Receivables. You will provide us any assistance we request regarding servicing, collecting, and administering any Purchased Receivables. Pursuant to such authority, we intend to appoint you as our agent for the limited purpose of servicing, collecting, and administering Purchased Receivables, as directed by us and according to the scope of authority that we will establish. You will accept such appointment when it is made. Such appointment will be revocable upon our notice to you at any time in our sole discretion.
- If you or any of your employees, agents, contractors, and representatives (other than us) receives any payment on a Purchased Receivable or Participated Receivable, you must mark the related Receivable as “paid” and input the amount paid in the Wave Platform, and deposit within one business day and maintain such payment in the Settlement Account.
- Payments on Participated Receivables, and on Purchased Receivables while you are our agent pursuant to Section 3(b), will be made in your name. You may use the services of any payment processor, including us or any of our affiliates, under an agreement that is separate from this Agreement to facilitate your receipt of such payments. If payment on a Purchased Receivable or Participated Receivable is processed by us or any of our affiliates under an agreement that is separate from this Agreement, then we will mark the related Receivable as “paid” in the Wave Platform and will either (i) deposit such payment in the Settlement Account by ACH credit or (ii) retain the amount of such payment owed to us on such Receivable and deposit any remaining amount in the Settlement Account by ACH credit.
- We may debit from the Settlement Account (i) any remittance payment owed to us from payments on any Purchased Receivable or Participated Receivable and (ii) any other amounts owed to us under this Agreement.
4. Power of Attorney
You appoint us and our designees your true and lawful attorney in fact, with full power to take any action relating to the Purchased Receivables in your name and place that we deem advisable and consistent with the terms of this Agreement. You will timely execute and deliver to us any power of attorney instrument evidencing our authority and power under this Section 4.
5. General Representations and Warranties.
You make the following representations and warranties to us on a continuing basis: (a) your execution, delivery, and performance of this Agreement (i) have been authorized by all necessary corporate action, (ii) are for only business purposes and not for personal, family, or household purposes, and (iii) do not violate applicable law or the provisions of any agreement to which you are bound; (b) the Settlement Account is used only business purposes and not for personal, family, or household purposes; (c) the persons transacting with us are authorized by you to do so; (d) this Agreement constitutes the legal, valid, and binding agreement of you enforceable in accordance with its terms; (e) you and any of your employees, agents, contractors, and representatives have all licenses, registrations, and authorizations required to conduct your and their businesses and to perform your and their obligations under this Agreement; and (f) any information, materials, data, content, or documents you directly or indirectly provide to us are true, correct, and complete.
6. Representations and Warranties Concerning Receivables.
For each Receivable submitted to us on a Schedule pursuant to Section 1, you make the following representations and warranties to us as of the time of such submission and as of the time we pay you the Purchase Price for any such Receivable that we purchase or participate in: (a) you hold legal title to the Receivable, free and clear of any liens or encumbrances; (b) you have not sold, pledged, assigned, or encumbered the Receivable; (c) no person has any rights, interests, or claims in or to the Receivable; (d) the Receivable is not in dispute, and is presently and unconditionally owing; (e) the Receivable is not past due and represent amounts owed by the Account Debtor arising from your actual and timely performance or provision of goods, property, or services to the Account Debtor in the ordinary course of your business; (f) the Receivable is not subject to any claim, set-off, defense, or counterclaim of any kind; (g) no agreement has been made under which the Account Debtor may claim any deduction or discount against the Receivable; (h) the Account Debtor is liable for the full amount of the Receivable and has not objected to its payment or the quality or quantity of the goods, property, and services performed or provided; (i) the Receivable has not been modified, dismissed, settled, or paid; (j) there has been no error, misrepresentation, negligence, fraud, omission, or violation of law on the part of any person with respect to the Receivable or its underlying goods, property, or services; and (k) you have no knowledge that the Account Debtor has filed for bankruptcy or receivership or has been having any difficulty paying amounts due to you or others in full and when due.
7. Additional Covenants
You covenant to us as follows:
Books and Records. You will treat our purchase of any Purchased Receivable and Participation as a sale for tax, accounting, and financial reporting purposes, and your books and records will reflect the sale of any Purchased Receivable and Participation to us.Further Assurances. You will take all actions, including the execution of documents, requested by us to preserve and protect our right, title, and interest in and to any Purchased Receivable and Participation, including cooperating with processing and settling any trade credit insurance claims.No Impairment. You will not take any action (including placing or allowing placement of a lien or security interest, except ours, on any Purchased Receivable or Participated Receivable) or make any omission that has, individually or in the aggregate, an adverse effect on any Purchased Receivable or Participated Receivable or on our ability to collect on any Purchased Receivable or Participation.
8. Disputes; Receivable Credits; Adjustments
If a Dispute related to a Purchased Receivable or Participated Receivable occurs for any reason, you must document it and notify us within three business days of your becoming aware of it. Resolving Disputes is your sole responsibility. You will work directly with Account Debtor to resolve the Dispute. You will provide us periodic updates, as requested by us, regarding the status of the Dispute. A Dispute is resolved when Account Debtor pays the full Receivable balance (or unpaid remainder of the Receivable), or Account Debtor receives a Receivable Credit for the amount that is subject to the Dispute. You may grant Account Debtor a Receivable Credit at any time and for any reason, regardless of whether a Dispute occurs. If a Receivable Credit related to a Purchased Receivable or Participated Receivable occurs, you must document it and notify us within three business days of the amount of any reduction (i.e., the amount no longer owed by Account Debtor) to the Receivable in relation to a Receivable Credit. You must immediately pay us the Adjustment Amount related to any Receivable Credit. You authorize us to initiate ACH debits from the Settlement Account to ourselves in the amount of any such Adjustment Amount you owe us.
9. Repurchases
Following the occurrence of any Repurchase Event relating to any Purchased Receivable or Participated Receivable, at our request, you must repurchase any such Purchased Receivable or Participation by paying us the Repurchase Price. You must immediately pay us the Repurchase Price. You authorize us to initiate ACH debits from the Settlement Account to ourselves in the amount of any such Repurchase Price you owe us.
10. Setoff
We may offset or cause a set-off of any ancillary fee, Adjustment Amount, Repurchase Price, indemnification, or other amount you owe us from any Purchase Price and from any other amounts owed or to be provided to you by us or by any of our affiliates under this Agreement or under any agreement that is separate from this Agreement, including any payment on any Receivable processed by us or any of our affiliates. You authorize us to initiate ACH debits from the Settlement Account to ourselves in the amount of any such setoff you owe us.
11. Indemnification
You will indemnify, defend, and hold us harmless against any claims, litigation, investigations, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, fees, and expenses (including attorneys' fees) incurred by us arising out of or relating to (a) a breach by you of any of your representations, warranties, covenants, or agreements contained in this Agreement or (b) your failure to perform any of your obligations in this Agreement.
12. Limitation of Liability
WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING FROM OR RELATED TO ANY BREACH OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING FROM OR RELATED TO THIS AGREEMENT WILL BE THE HIGHER OF (A) $1,000 (ONE THOUSAND DOLLARS); OR (B) THE TOTAL AMOUNT OF DISCOUNTS AND FEES, IF ANY, PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE MONTH PRIOR TO YOU BRINGING THE CLAIM.
13. Term; Termination; Survival
- Term. The term of this Agreement will commence on the effective date set forth below and continue until terminated by either party.
- Termination. Either party may terminate this Agreement at any time and for any reason upon notice to the other party. Termination will become effective on the later date specified in such notice, or upon receipt of such notice if no date is specified.
- Survival. Sections 1, 3 to 4, 7 to 12, 13(c), 14 to 17, and 20 to 22 will survive any termination of this Agreement. We will retain and may use your name, e-mail address, and other information, materials, data, content, or documents that you have provided us or that we have obtained or produced following termination, unless prohibited by applicable law. Any such termination will not affect in any way our right, title, or interest in and to any Purchased Receivable or Participation.
14. Governing Law
THE LAW, INCLUDING THE STATUTES OF LIMITATION, OF THE STATE OF DELAWARE WILL GOVERN THIS AGREEMENT, THE INTERPRETATION AND ENFORCEMENT OF ITS TERMS AND ANY CLAIM OR CAUSE OF ACTION (IN LAW OR EQUITY), CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATED TO IT OR ITS NEGOTIATION, EXECUTION OR PERFORMANCE, WHETHER BASED ON CONTRACT, TORT, STATUTORY OR OTHER LAW, IN EACH CASE WITHOUT GIVING EFFECT TO ANY CONFLICTS-OF-LAW OR OTHER PRINCIPLE REQUIRING THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
13. Arbitration
- Arbitration. The parties agree that all Claims between or among them will be resolved by binding arbitration through JAMS. Any arbitration proceeding will proceed in the State of Delaware, or such other location agreed upon by the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Either party may initiate arbitration by serving on the other party a written demand for arbitration. The parties covenant and agree that the arbitration will commence within 30 days of the date on which a written demand for arbitration is served.
- Opt-Out. YOU MAY OPT-OUT OF THIS ARBITRATION PROVISION WITHIN 30 DAYS OF THE DATE OF THIS AGREEMENT BY SENDING NOTICE OF YOUR DECISION TO OPT-OUT, ALONG WITH YOUR LEGAL NAME/DBA, PHONE NUMBER, E-MAIL ADDRESS, AND MAILING ADDRESS, TO: ATTN: LEGAL DEPARTMENT, WAVE FINANCIAL USA INC., 235 CARLAW AVE, SUITE 501, TORONTO, ON M4M 2S1, CANADA.
- Governing Rules. Any arbitration proceeding will be conducted by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures or the Expedited Procedures (“Rules”). If a conflict or inconsistency arises between the Rules and this arbitration provision, this arbitration provision will control. For a copy of relevant Rules or for other information about JAMS, contact them at: info@jamsadr.com, http://www.jamsadr.com, or 1-800-352-5267. To file a Claim with JAMS, mail JAMS’ Demand for Arbitration form to: JAMS Resolution Center, 1155 F Street, NW, Suite 1150, Washington, D.C. 20004]
- Applicability of the FAA. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any other governing law provision in this Agreement, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations and will honor claims of privilege recognized at law. Judgment upon any arbitration award may be entered and enforced, including by garnishment, attachment, foreclosure, or other post-judgment remedies, in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA, in which case any party can appeal the award to a three-arbitrator panel administered by the selected arbitration administrator.
- Hearing. If a Claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the parties submit to the arbitrator, unless a party requests a hearing or the arbitrator determines that a hearing is necessary. If a Claim exceeds $10,000, the right to a hearing will be determined by the Rules. A party may request a telephonic hearing if permitted by the Rules.
- Small Claims Court. Notwithstanding any other provision in this Agreement, each party retains the right to pursue in small claims court any dispute within that court’s jurisdiction. Further, this arbitration provision will apply only to disputes in which either party seeks to recover an amount of money (excluding attorneys’ fees) that exceeds the jurisdictional limit of the small claims court.
- Fees; Costs. The party initiating the arbitration will pay the filing fee. You may seek a waiver of the initial filing fee or any other fees incurred in arbitration.
IF YOU BELIEVE YOU CANNOT PAY OR WILL NOT BE ABLE TO PAY THE FILING FEE OR OTHER FEES REQUIRED TO INITIATE ARBITRATION, NOW OR IN THE FUTURE, YOU MAY DECIDE TO OPT-OUT OF THIS ARBITRATION PROVISION AS DESCRIBED IN SECTION 15(b).
If either party fails to submit to arbitration following a proper demand to do so, that party will bear the costs and expenses, including attorneys’ fees, incurred by the party compelling arbitration.
Except as provided in the preceding paragraph, each party will bear its own costs and fees and an equal share of the arbitrators’ and administrative fees of arbitration (other than the filing fee), unless the arbitrator determines how the costs and expenses of the arbitration will be allocated between the parties. Allocation of fees and costs relating to appeals in arbitration will be handled in the same manner. For an explanation and schedule of the fees that apply to an arbitration proceeding, contact JAMS at the address in Section 15(c). The appropriate fee schedule in effect from time to time is incorporated by reference into this arbitration provision.
Class Proceedings; Consolidations. NO PARTY TO THIS AGREEMENT WILL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY ARBITRATION, OR TO INCLUDE IN ANY ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.Rights; Enforceability; Arbitrability. An arbitrator will decide all other issues pertaining to arbitrability, validity, interpretation, and enforceability of this arbitration provision. This arbitration provision will continue to govern any claims, disputes, or controversies that may arise without regard to any termination or cancellation of this Agreement.
IF ARBITRATION IS COMMENCED, NEITHER PARTY WILL HAVE THE RIGHT TO (i) HAVE A COURT OR JURY DECIDE THE CLAIM BEING ARBITRATED, (ii) ENGAGE IN PRE-ARBITRATION DISCOVERY (I.E., THE RIGHT TO OBTAIN INFORMATION FROM THE OTHER PARTY) TO THE SAME EXTENT THAT A PARTY COULD IN COURT, (iii) PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS IN A CLASS ACTION, IN COURT OR IN ARBITRATION, RELATING TO ANY CLAIM SUBJECT TO ARBITRATION, OR (iv) JOIN OR CONSOLIDATE CLAIMS OTHER THAN THE PARTY’S OWN. OTHER RIGHTS AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
16. Jury Trial Waiver
EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION, OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT OR ITS ENFORCEMENT, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. EACH PARTY ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, WILLINGLY, VOLUNTARILY, WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
17. Class Action Waiver
EACH PARTY WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (a) THE PREVAILING PARTY WILL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (b) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
18. Electronic Business; Notices
Electronic Business; Notices. You agree to conduct business with us electronically, including the execution of this Agreement. You agree that we may provide you notices, disclosures, electronic records, and other communications by e-mail, by posting in your Wave Account, or by regular mail. We will use the e-mail address and postal mail address you provide us. It is your responsibility to promptly update us with e-mail address and postal mail address changes. Communications will be considered received by you when sent by us to the e-mail address or postal mail address we have on file, even if you have changed your e-mail address or postal mail address without notifying us. Any notice provided by you to us will be effective upon delivery by e-mail to: notices@waveapps.com
19. Modifications
We may modify this Agreement at any time in our sole discretion. Any such modifications will become effective 30 days after we provide notice of them to you, unless otherwise required by law. If you disagree with a modification, you must terminate this Agreement. Your continued submission of Receivables to us for us to consider purchasing or participating in after the effective date of a modification constitutes your acceptance of the modification. This Agreement may not otherwise be modified without our prior written consent.
20. Severability
If any provision of this Agreement, other than Paragraphs (h) and (i)(iii) through (iv) of Section 15, is to any extent held invalid or unenforceable, such provision will be excluded to the extent of such invalidity or unenforceability and all other provisions will remain in full force and effect. To the fullest extent possible, the invalid or unenforceable provision will be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision. If paragraphs (h) and (i)(iii) through (iv) of Section 15 are to any extent held invalid or unenforceable, then the entire Section 15 will be null and void. If application of this severability provision should materially and adversely affect the economic substance of the transactions contemplated by this Agreement, the party adversely impacted will be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability is not due to the action or inaction of the party seeking compensation.
21. Miscellaneous
Assignment
You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, and any such assignment or transfer or attempted assignment or transfer by you without our prior written consent is and will be null and void. We may assign or transfer any of our rights or obligations under this Agreement without your consent. The provisions of this Agreement will inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Third-Party Beneficiaries
The intention of the parties is that there are no third-party beneficiaries of this Agreement.
Integration
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter of this Agreement.
Waivers
Our failure to exercise or enforce any right or provision of this Agreement will not be considered a waiver.
Relationship of the Parties
Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency (except as provided in Section 3) relationship between the parties.
22. Defined Terms
- “Account Debtor” means a business entity, association, or any other similar organization to which you provide goods, property, or services and which is obligated on a Receivable.
- “ACH” means an Automated Clearing House transaction processed on the network sponsored by the National Automated Clearing House Association.
- “Adjustment Amount” means (i) with respect to a Purchased Receivable, the amount of the reduction (i.e., the amount no longer owed by Account Debtor) to the Receivable in relation to a Receivable Credit, plus the related Discount, or (ii) with respect to a Participated Receivable, the amount of the reduction (i.e., the amount no longer owed by Account Debtor) to the Receivable in relation to a Receivable Credit multiplied by the related Participation Percentage, plus the related Discount.
- “Agreement” means this Receivables Purchase and Participation Agreement.
- “Claim” means, for purposes of Section 15, any claim, dispute, or controversy arising under this Agreement, or the interpretation, performance, or breach of this Agreement, including but not limited to (i) the offer for sale and the acceptance for purchase of or participation in Receivables; (ii) any transactions effected pursuant to this Agreement; (iii) provisions of, modification of, or addition of provisions to this Agreement; (iv) collection of your obligations arising from this Agreement; (v) advertisements, promotions, or oral or written statements relating to this Agreement or any transactions between the parties pursuant to this Agreement; (vi) disputes between the parties and their parent companies, wholly or majority owned subsidiaries, affiliates, predecessors, successors, assigns, agents, contractors, employees, officers, directors, or representatives arising from any transaction between the parties pursuant to this Agreement; (vii) disputes regarding the validity, enforceability, or scope of Section 15 or this Agreement; or (viii) this Agreement.
- “Discount” means the amount that we charge you to purchase or participate in a Receivable.
- “Dispute” means a situation in which Account Debtor questions any goods, property, or services underlying a Receivable and is unwilling to pay the Receivable or a portion of the Receivable, or otherwise asserts any set-off, defense, claim, counterclaim, dispute, deduction, discount, allowance, right of return, right of recoupment, or warranty claim relating to such goods, property, or services. Disputes between Account Debtor and you may arise for many reasons, including: (i) goods, property, or services were not provided as agreed or contracted; (ii) cancellations and returns; (iii) damaged or defective goods, property, or services; (iv) goods or property not received or services not performed; (v) dissatisfaction with goods, property, or services provided; and (vi) billing errors.
- “include” or “including” means without limitation by reason of enumeration.
- “JAMS” means the Judicial Arbitration and Mediation Services or its successor.
- “Losses” means any claims, causes of action, liabilities, losses, damages, settlements, penalties, fines, forfeitures, fees (including legal, expert witness, and accounting fees), costs, and expenses.
- “Participated Receivable” means any Receivable in which we participate by purchasing a Participation.
- “Participation” means an undivided participating interest equal to the Participation Percentage in any payments and other amounts received on a Receivable.
- “Participation Percentage” means the percentage of a Receivable designated by you, and subject to any limits on Participation Percentages set by us from time to time in our sole discretion (e.g., the Participation Percentage must not be less than 80% for certain types of Receivables).
- “Purchase Price” means (i) with respect to a Purchased Receivable, the face (gross) amount of the Receivable minus the Discount; and (ii) with respect to a Participation, the Participation Percentage multiplied by the face (gross) amount of the Participated Receivable, minus the Discount. Any discounts, deductions, credits, allowances, taxes, assessments, or similar charges resulting in a reduction in the face (gross) amount of a Receivable (e.g., an early payment discount) will be deemed Receivable Credits and will be treated as such pursuant to the terms of this Agreement.
- “Purchased Receivable” means a Receivable we purchase from you by paying the Purchase Price.
- “Qualified Account Debtor” means an Account Debtor whose Receivable due is eligible, as determined by us in our sole discretion, for consideration for purchase or participation by us. We may qualify or disqualify any Account Debtor’s status as a Qualified Account Debtor at any time in our sole discretion and without prior notice to you.
- “Repurchase Event” means, with respect to a Purchased Receivable or Participation, (i) any breach by you of any of your representations, warranties, covenants, or agreements in this Agreement, including those in Section 6, related to the Purchased Receivable or Participation; or (ii) any failure to resolve a Dispute within 90 days from the related Receivable’s due date.
- “Repurchase Price” means (i) (A) with respect to a Purchased Receivable, the Purchase Price paid minus any amounts received by us on such Purchased Receivable, or (B) with respect to a Participation, the Purchase Price paid minus any amounts received by us on such Participated Receivable multiplied by the related Participation Percentage; plus (ii) any losses, damages, penalties, fines, fees (including legal, expert witness, and accounting fees), costs, and expenses incurred by us relating to the Receivable, including costs of enforcing any repurchase rights.
- “Receivable” means the right to payment owed to you by an Account Debtor arising out of products, property, or services you have provided to such Account Debtor or to its customers and any other related rights. Receivables and Participations purchased by us also include any related goods, invoices, accounts (including accounts receivable), equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all of your books and records relating to the foregoing, and any and all claims, rights, and interests in any of the foregoing and all substitutions for, additions, attachments, accessories, accessions, and improvements to and replacements, products, proceeds, and insurance proceeds of any or all of the foregoing.
- “Receivable Credit” means a reduction in the value of a Receivable as the result of your action or decision. Receivable Credits may be for the full or partial amount of a Receivable, such that an amount is no longer owed by an Account Debtor. You may process a Receivable Credit for many reasons, including: (i) Account Debtor returns products to you in accordance with your return policy or you otherwise accept a return; (i) Account Debtor cancels a recurring order with you, followed by a subsequent return of the products, and the cancellation is undisputed; (iii) Account Debtor notifies you of damaged merchandise, which is undisputed; (iv) you agree to provide Account Debtor a discount for any reason following your issuance of an invoice or other evidence of a payment obligation to an Account Debtor, including early payment; (v) you decide to settle a dispute by processing a full or partial refund; (vi) you decide to avoid a charge-off being processed on Account Debtor with whom you have had a long-standing relationship; and (vii) any other allowance made by you that reduces the amount of a Receivable for which you have already received a Purchase Price from us.
- “Rules” has the meaning provided in Section 15(c).
- “Schedule” means a document, in the form attached to this Agreement as Exhibit A or in any other form and containing any other information that we specify in our sole discretion, that identifies the Receivables that accrued to you during a particular time period and that you wish for us to purchase or participate in.
- “Settlement Account” means your business demand account at a depository institution, which is able to transact and process ACH debits and credits.
- “Wave Account” means you administrative account on the Wave Platform.
- “Wave Platform” means the suite of business, financial, and accounting products and services offered by Wave Financial USA Inc. and its affiliates.
- “We,” “our,” “us,” and “Purchaser” mean Wave Financial USA Inc., a Delaware corporation.
- “You,” “your,” and “Seller” mean the business set forth on the signature page to this Agreement.
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.