Effective as of: December 5, 2014

Welcome to the Wave Financial Inc. (“Wave”, “we” or “us”) developer application program interface (“API”) page. We’re excited that you’ve chosen to develop on the Wave platform to build your application (“Application”).

These API Terms of Use (or this “Agreement”) outline your rights and responsibilities when using our APIs, so read them carefully. Additional terms may apply to the use of an API, including additional terms of service, terms within the accompanying API documentation, and any applicable policies or guidelines we may establish from time to time. If there is a conflict between these terms and the additional terms, the additional terms apply for that conflict. If you use the APIs as an interface to, or in conjunction with other Wave products and services, then the terms for such products and services also apply.

If you use our APIs, you are agreeing to be bound by these API Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE API TERMS OF USE OR OTHER CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES IN RESPECT OF OUR APIs, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APIs. If for any reason you are unable to meet all the conditions set forth under this agreement, or if you breach any of these API Terms of Use, your permission to use our APIs may be terminated. Wave reserves the right to modify or change these API Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Wave developer site (the “Developer Site”) located at https://developer.waveapps.com. Your use of our APIs is subject to the most current API Terms of Use posted on the Developer Site.

Any capitalized terms used but not otherwise defined herein have the meaning given to them in the Wave Terms of Use located at https://www.waveapps.com/legal/terms-of-use (the “TOU”).

Account and Registration

Developer Account To use our APIs, you must first sign up for a “Developer Account”. In order to do so, you may be required to first sign up for a Wave account (and agreed to be bound by the TOU). Both the Developer Account and your Wave account must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address.

Access Credentials Once you have a Developer Account you may obtain the necessary security keys, secrets, tokens, passwords, and other credentials to access the APIs (collectively, “Access Credentials”) for your Application. The Access Credentials enable us to associate your API activity with your Application and the users using it. All activities that occur using your Access Credentials are your responsibility. You must keep them confidential, and you are not permitted to sell, transfer, or sublicense them without our written permission.

License Subject to your compliance with these API Terms of Use, we grant you a limited, non-exclusive, non-assignable, non-transferable license during the term of this agreement to use our APIs to develop, test, and support your Application, and to let your customers use your integration of our APIs within your Application.

Use of our APIs

Data Views Each user of your Application must grant your application access to their Wave account, and each user may only see data from his or her own Wave account. Data from one user’s Wave account must not be exposed to any other user.

Compliance with Law Your use of our APIs must be in compliance with all applicable law (including without limitation laws regarding the import or export of data or software, privacy, or local laws).

Permitted Access You may only access (or attempt to access) an API by the means described in the documentation of that API, and only with your Access Credentials. You shall not misrepresent or mask either your identity or your Application's identity when using the APIs or your Developer Account.

API Limitations We may set limits on the number of API requests that you can make, at our sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Without limiting the foregoing, we may establish limits on the number of users that may install your Application, which we may (but are not obligated to) increase upon request from you.

Open Source Software Some of the software required by or included in our APIs may be offered under an open source license. There may be provisions in the open source license that expressly override some of these API Terms of Use, and in those cases, the overriding provisions apply.

Monitoring We may monitor your use of our APIs to ensure quality, improve our products and services, and verify your compliance with these API Terms of Use. You consent to any such monitoring, and any investigation that may result therefrom. You may not, in any way, interfere with such monitoring or investigations and shall comply with any reasonable requests that we may make of you in monitoring or any investigation of our APIs and/or your Application.

Personal Information Security You must maintain all user information collected by your Application, including personally identifiable information (“PII”), securely and prevent any unauthorized access or use. You must promptly report to us, and your users, any unauthorized access or use of such information.

Security Measures Your network, operating system and the software of your web servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your Application. You must not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to us in writing via email to [support@waveapps.com] or any subsequent contact information provided to you by us. You will work with Wave at your own expense to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of any security deficiency or intrusion involving your Application, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Wave in each instance, unless otherwise required by applicable law.

Tokens Notwithstanding the foregoing, you may store the alphanumeric user IDs (Member Tokens) that we provide to you for identifying users or any individual user’s authentication token (OAuth Token) that we provide to you when a user authenticates your Application to his Wave account.

User Account Data If you obtain a user’s consent to store that user’s Wave account data, you may perform a one-time capture of the account data for that user and store that data. The process for obtaining user consent must meet the specifications provided by Wave and you must explicitly inform the user which parts of his or her profile you are storing. Each request for additional account data must be accompanied by another request for consent from that user as well as the consent from that user. You must use stored account data solely for the benefit of the Wave user that granted you permission to access it. While you are free to charge fees in connection with your Application, you must not monetize user account data (individually or in the aggregate) as a standalone product or service offering. For example, you may not sell access to an aggregated collection of user accounts.

Delete at User Request You must delete all data collected with the user’s consent, including the Member Token and the OAuth Token, upon request by the user, when the user uninstalls your Application, or when the user closes his or her account with you. The restrictions of this paragraph do not apply to data that users provide directly to you and that is separately entered or uploaded to you by the user of your Application.

Delete for Breach You must immediately delete all data if we terminate your use of the APIs for breach of these API Terms of Use, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.

Application Terms Your Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where users download or access your Application. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact our users. Your privacy policy must be at least as stringent and user-friendly as our privacy policy, and must clearly and accurately describe to users of your Application what user information you collect (such as, without limitation, PII, login information, and Wave account data) and how you use and share such information (including for advertising). Before obtaining information from your users of the Application, you must obtain their informed consent by informing them what information you collect and how it will be used and/or shared. In addition, you must comply with all privacy laws and regulations including those applying to PII. If your privacy policy is used to comply with the EU Data Protection Directive, then it must adhere to the US Safe Harbor principles of Notice, Choice, Onward Transfer, Security, Data Integrity, and Access at http://www.export.gov/safeharbor/eu/eg_main_018475.asp.

In addition to the foregoing, you must require your end users to comply with any applicable law and these API Terms of Use. You shall not knowingly enable your end users to violate applicable law or these terms.

API Prohibitions When using the APIs, the following prohibitions apply:

Your Application must not:

• implement features or business practices that harm our professional reputation or relationships;
• impersonate a Wave user or misrepresent any user or other third party when requesting or publishing information;
• obfuscate or hide any buttons, sign-in functionality, consent, or authorization flows from your users. In order to access member specific Content through the APIs, your users must grant your Application access to their Content;
• proxy, request or collect a user’s passwords. You are never allowed to collect or use a Wave user’s password in any fashion for any reason;
• request access to more data than your Application needs to work properly; or
• scrape, post, or transmit, in any form or by any means, any part of our website, the Wave Apps or our Content, except as explicitly permitted herein.

You will not sublicense an API for use by a third party. Consequently, you will not create an Application that functions substantially the same as our APIs and offer it for use by third parties.

You will not perform an action with the intent of introducing to Wave products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.

You will not defame, abuse, harass, stalk or threaten others.

You will not interfere with or disrupt the APIs or the servers or networks providing the APIs.

You will not promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements, or any other business or industry that we deem inappropriate or unlawful in our sole and absolute discretion.

You will not reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.

Access Credentials are considered confidential. You will not disclose your Access Credentials to any third party except your agent(s) using such information solely on your behalf in accordance with these terms and under a written duty of confidentiality.

Our communications to you may contain Wave confidential information. If you receive any materials or communications that are clearly confidential or marked confidential, then you will not disclose our confidential information to any third party without our prior written consent.

Support and Modifications We may provide you with support or modifications for the APIs in our sole discretion. We may stop providing support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the APIs and require that you use those subsequent versions. Your continued use of the APIs following a subsequent release will be deemed your acceptance of such modifications.

Fees The APIs are currently provided for free, but we reserve the right to charge for the APIs in the future. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.

Independent Development You understand and acknowledge that we may be independently creating applications, content, and other products or services that may be similar to or competitive with your Application. Nothing in these API Terms of Use will be construed as restricting or preventing Wave from, and Wave will have no obligation to you for, creating and fully exploiting any such applications, content, and other items.

Developer Exception to our Privacy Policy You hereby grant us the right to reveal personal information about you for attribution purposes, handling inquiries from users or potential users, and other purposes Wave reasonably deems necessary under these API Terms of Use. Without limiting the terms of our privacy policy, you understand and agree that we may access, preserve, and disclose your personal information and your Developer Account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of Wave, its affiliates or partners, its users, or the general public.

Ownership and Proprietary Rights

Wave Property As between you and us, and except to the extent your Application contains Wave IP, we claim no ownership or control over your Application and we do not acquire ownership in your Application. By using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs. Without limiting the foregoing, we own all rights, title, and interest, including all intellectual property rights, in and to, the: (a) APIs, and all elements, components, and executables of the APIs; (b) the Content available through the APIs; (c) the Wave Apps; and (d) all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services (collectively, the “Wave IP”). Except for the express licenses granted in these API Terms of Use, we do not grant you any right, title, or interest in the Wave IP. You agree to take such actions as we may reasonably request to effect, perfect, or confirm our rights to the Wave IP.

Feedback All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to us, in any form, in respect of the APIs, the Services or the Wave Apps will be the sole and exclusive property of Wave. You hereby irrevocably transfer and assign to Wave and agree to irrevocably assign and transfer to Wave all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our Intellectual Property Rights and other legal protections for your Feedback.

Your Application You represent and warrant to us that, excluding any Wave IP, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use by Wave and its users of your Application will not violate the rights of any third party (including, without limitation, copyright, patent, trademark, or other proprietary right or privacy right of any person or entity), or any applicable regulation or law, including the laws of any country in which your Application is made available. During the term of these Terms you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users; (b) link to and direct users to your Application; and (c) sublicense the foregoing rights to our affiliates. Following the termination of these API Terms of Use and upon written request from you, we will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the Wave Apps and the Services. We have no other obligation to delete copies of, references to, or links to your Application.

Brand Features License Subject to these API Terms of Use, including any branding guidelines we may establish, we grant you a limited, non-exclusive, non-assignable, non-sublicenseable, and non-transferable license during the Term to display our Brand Features to promote or advertise your integration of the APIs in your Application. For purposes of these API Terms of Use, “Brand Features” means any trade names, trademarks, service marks, logos and domain names that we makes available to you in connection with the APIs.

Restrictions on Brand Features You must not:

• display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to us in our sole discretion, or in a way that suggests we have created, sponsored, or endorsed your Application or its content;
• remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to these API Terms of Use, including the APIs, the materials posted at the Developer Site, and our Website; or
• use the APIs or Brand Features for any illegal, unauthorized or otherwise improper purposes, or in any manner that would violate these API Terms of Use (or any document incorporated into these API Terms of Use), or breach any laws or regulations, or violate any rights of third parties, or expose Wave or its users to legal liability in your use of the APIs.

Publicity by You Subject to any branding guidelines we may establish from time to time, you may promote your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Wave (or otherwise embellishing your relationship with Wave). However, you may not issue any formal press release via traditional or online media referring to Wave without Wave's prior consent, unless expressly allowed in any branding guidelines we establish.

Publicity by Us We may publicly refer to you, orally or in writing, as a licensee of the our APIs. We may also publish your name and logo (with or without a link to your Application) on our websites, in press releases, and in promotional materials without your prior consent.

Advertising We reserve the right in our discretion to include advertising in the content returned through the APIs. If any advertisements are returned, you may not modify such advertisements and you must show them in accordance with the relevant API documentation.

Submission of Content Some of our APIs allow the submission of content, and except as expressly provided in these terms, we do not acquire any ownership of any intellectual property rights that you or your end users hold in the content that you submit to our APIs through your Application. By submitting, posting or displaying content to or from the APIs through your Application, you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content. However, we will only use such content for the purpose of enabling us to provide the APIs and only in accordance with our privacy policy. Before you submit content to our APIs through your Application, you must ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.

Prohibitions on Content Unless expressly permitted by the content owner or by applicable law, you agree that you will not, and will not permit your end users to, do the following with content returned from the APIs:

• scrape, build databases or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
• copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display or sublicense to any third party;
• misrepresent the source or ownership; or
• remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of material.

Term and Termination

Term The term of this Agreement will commence on the date upon which you agree to these API Terms of Use and will continue until: you discontinue using our APIs, you close your Developer Account, or we terminate your access to the APIs, this Agreement, or both.

Suspension; Termination We may suspend or terminate your use of all or any of the APIs at any time in our sole discretion, with or without reason, including if we believe you have violated these API Terms of Use or, if we believe the availability of the APIs in your Application is not in our or our users’ best interests. We may discontinue the availability of some or all of the APIs at any time for any reason. We may also impose limits on certain features and services or restrict your access to some or all of the APIs. All of our rights in these Terms may be exercised without prior notice or liability to you.

Effect of Termination Upon termination of this Agreement:

• all rights and licenses granted to you will terminate immediately;
• you will promptly destroy any of our Confidential Information in your possession or control;
• neither party will be liable to the other party just because the agreement has been terminated; and
• unless we agree otherwise in writing or as stated in these API Terms of Use, you must permanently delete all Content or other data which you stored pursuant to your use of the APIs. We may request that you certify in writing your compliance with this section.

Survival Any provision of these API Terms of Use which, expressly, or by its nature is intended to survive termination, shall survive termination of this Agreement.

Warranties | Limitation of Liability

Release YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE WAVE PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, NOR FOR ANY LOST PROFIT, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) YOUR USE OF THE APIs; (III) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (IV) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS, DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (V) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATE TO THE USE OF THE APIs; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

Exclusion of Liabilities FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE APIs, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE APIs ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) AND (B) AMOUNTS YOU'VE PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.

Disclaimer EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS OF USE, WAVE, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, MERCHANTABILITY OR MERCHANTABLE QUALITY; OR THAT THE APIs WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE OR ACHIEVE A SPECIFIC RESULT; (II) MEET YOUR REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR; (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE APIs ARE PROVIDED ON AN "AS IS" BASIS AND YOU AGREE TO USE THE APIs AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO THE APIs AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF THE APIS FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING THE APIS.

California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH ANY RELEASE PROVIDED BY YOU IN THESE TERMS OF USE, INCLUDING THE FOREGOING, WHICH SECTION STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

Indemnity You agree to hold harmless and indemnify the Wave Parties from and against any Claim arising from or in any way related to your use of any Wave IP, the APIs, violation of these API Terms of Use, or any other actions connected with your use of the APIs, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys' fees, of every kind and nature.

Force Majeure Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

Severability All provisions of these API Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these API Terms of Use should be determined to be unenforceable the remaining API Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable.

Governing Law and Jurisdiction Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any the APIs or any software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.

Waiver You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

English Language You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais.