Overview of this Agreement

These Wave Payments Terms of Service (this “Agreement”) constitute a legal agreement between you (“Merchant”, “User,” “You” or “Your”) and Wave Financial Inc. (“Wave,” “We,” “Our” or “Us”) and govern your access to and use of Wave’s payment services (the “Service” or “Wave Payments”). 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 will prevail only with respect to Wave Payments.

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.

PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE PAYMENTS. 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.

Definitions

All defined terms in this Agreement will have the meaning assigned to them below or 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.

"Bank" means the Bank that is the member of the Networks to whom Wave relays the payment information.

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and security code also known as the CVV or CVC.

"Customers" means third parties who purchase goods or services from you and provide payment through the Service.

"Laws" means laws, rules and regulations.

"Networks" means Visa, Mastercard, American Express, and other payment card networks, and the Electronic Funds Transfer (EFT) network.

"Operating Regulations" means the guidelines, by-laws, operating regulations and all other rules, policies and procedures of the Networks supported by Wave including the payment card network operating rules for Visa, Mastercard, or American Express networks; and the Payments Canada operating rules governing the EFT network.

"Service" or "Wave Payments" means the payment processing service provided by Wave as described in this Agreement.

"Wave Payments Account" means the account that you must apply for when you register to use the Service and through which you access the Service.

"Wave TOU" means Wave's Terms of Use that applies to all Services offered by Wave.

A. The Wave Payments Service

1. General

This Service allows you to accept, from Customers, card payments initiated with cards bearing the trademarks of Visa, Mastercard American Express, and other payment card networks and electronic bank account payments over the Electronic Funds Transfer (EFT) network. To facilitate your receipt of payment, Wave initiates the payment process by providing information to a payment processor. Wave is not a bank, a money services business, or a payment processor. The payment processor relays information to the Bank. Our obligations to pay you as the Merchant is subject to: (a) the provisions of our agreement with the Bank, and (b) the “Operating Regulations” of the particular Network.

2. Applying for an Account

The Service is offered to persons in Canada operating a business selling goods or services. To use the Service, you must register with Wave to apply for a Wave Payments account. You may apply as an individual (sole proprietor) if you are at least 18 years old, or as a company or other business entity. If you apply as a company or other business entity, you must provide information about the business, as well as information about your beneficial owners or principals of the business and you (meaning the individual registering on behalf of the business or non-profit organization) must be authorized to act on behalf of the business. In the event that the business changes ownership, the new owner will need to register and apply for their own Wave Payments account and cannot take over an existing account. By applying for a Wave Payments Account, you represent and warrant that you are applying on your own behalf (if you are applying as an individual or sole proprietor), or that you are applying on behalf of a business or nonprofit organization and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by such business or nonprofit organization.

3. Verification & Accuracy

You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service, and, at our option, your Wave Payments Account. You agree to immediately notify us if you discover that any information which you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time.

You agree and consent to Wave verifying the accuracy of any information you provide, either directly or through inquiry of third parties, such as credit bureaus, credit reporting agencies, or other third parties (including but not limited to telecommunication and utility providers), when you apply for a Wave Payments account and through your use of your Wave Payments Account. You agree and consent to Wave obtaining a consumer report on you from a consumer reporting agency or credit bureau to determine if you meet eligibility requirements. You also authorize Wave to periodically obtain additional credit reports to determine whether you continue to meet the requirements for the Service.

4. Underwriting and Sharing Information

Wave may share some or all of the information about you, your website and business, your use of the Service, and your transactions with our partners and service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Wave, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that Wave, its partners and service providers (and their respective affiliates, agents, subcontractors and employees) are permitted to conduct monitoring of your Merchant website and payment transactions. The Networks may use your name, address, and website address (URL) in any media from time to time in lists of Merchants published by the Networks. At any time, Wave, its processor or its other partners may conclude that you will not be permitted to use the Service.

You agree that Wave is permitted to contact banks and other financial institutions, your customers or your customers' banks and obtain information, as permitted by applicable Law, about the business applying for the Service, the business owners or principals and accounts held by the business, business owners or principals. Wave may share information about you in accordance with our Privacy Policy. This includes sharing information:

• for regulatory or compliance purposes,
• for use in connection with the management and maintenance of the Service,
• for the maintenance of customer records about you and to assist us in better serving you, and
• to conduct Wave’s risk management process.

B. Accounts

1. Settlement Account

You authorize the Bank to hold, receive, and disburse funds on your behalf. You authorize Wave to instruct the Bank on the manner in which your card transaction settlement funds should be disbursed and the timing of such disbursements, all in accordance with this Agreement. Any funds held by us on your behalf will be referred to as your “Settlement Account,” but such funds are held by us and commingled with other Merchants' funds in one or more pooled accounts. These pooled accounts are established in Wave’s name for this purpose. Creation and maintenance of pooled accounts are done at our sole discretion. Wave has no right, title or interest in any account in which Merchant funds are held.

Funds associated with your Settlement Account will be held by us, separate from any account used for our corporate funds. We will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds held by Wave in association with your Settlement Account. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to Wave holding your funds in the Settlement Account or Reserve (defined below).

You have no right to direct the funds in the Settlement Account, through communications or directions to the Bank, and you may not assign any interest or grant any security interest or lien in the Settlement Account except as provided in this Agreement.

Your authorizations set forth herein will remain in full force and effect until your Wave Payments Account is closed or terminated.

If you carry a negative balance in your Settlement Account for an extended period of time (as determined by us or the Bank at their discretion), we or the Bank may close your Settlement Account, we may terminate the Service provided to you and we may pursue legal action or other collection efforts.

2. Designated Merchant Bank Account

You are required to maintain and provide information regarding a valid Canadian bank account (“Designated Merchant Bank Account”), and you must authorize us and the Bank to debit or credit the Designated Merchant Bank Account for amounts owed to you or by you in connection with the Service. We and the Bank have the right to deduct funds from the Designated Merchant Bank Account to cover any amounts owed by you to either of us.

You also have the option to request to receive funds from card transactions by "Instant Payout." To receive funds through Instant Payout, you must provide Wave with a debit card. Funds will be transferred to you as set forth in Section D.4 to the bank account associated with that debit card (the "Instant Payout Account"). The Instant Payout Account may or may not be the same as the Designated Merchant Bank Account. We and the Bank have the right to deduct funds from the Instant Payout Account via EFT or through charging the debit card to cover any amounts owed by you to either of us. See Section D.7 for more information.

3. Reserve

At any time and from time to time, we or the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Settlement Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We or the Bank may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us or the Bank to cover anticipated chargebacks on a Network and returns or disputes on the electronic funds transfer (EFT) network, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Wave or the Bank, in their sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you, or otherwise as Wave or its processor or the Bank may determine or require.

If you do not have sufficient funds in your Reserve, we or the Bank may fund the Reserve from any funding source associated with your Settlement Account, including the Designated Merchant Bank Account or any amount Bank owes you, including but not limited to any funds:

1. credited to you or your Settlement Account, Designated Merchant Bank Account or any other funding source associated with your Settlement Account;
2. due to you under this Agreement; or
3. available in any account, or other payment instrument registered with us.
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You agree to provide the Bank with a completed agreement for pre-authorized debits, in the form requested by the Bank.

In the section headed “Pre-Authorized Debit Agreement” (below), you provide Wave with your authorization for Wave to initiate pre-authorized debits from the Designated Merchant Bank Account.

You grant us a security interest in the funds in your Settlement Account, including any Reserve, and those funds will be available to Wave and the Bank for the amounts you owe to us. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Settlement Account or the Reserve. This security interest survives for as long as there are funds in your Settlement Account or Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by applicable Law. You irrevocably assign to us or the Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

4. Our Fees

Wave will provide the Service to you at the rates and fees (“Fees”) described on the Pricing Page, which is incorporated into this Agreement. The Fees include charges for transactions (such as processing a payment) and for other events connected with your Wave Payments Account (such as handling a disputed charge). You agree to pay our Fees for the use of the Service. The Bank withholds these Fees from amounts due to you from your payment transactions, and the Bank remits such Fees to us. These Fees are netted by the Bank against other funds due to you or debited by the Bank from your Settlement Account or your Designated Merchant Bank Account.

5. Discounts and Surcharges

In Canada, the Networks’ Operating Regulations permit merchants to provide discounts for different methods of payments, and may provide differential discounts among different payment card networks. Charging your customers a surcharge to pay with a credit card must be done in compliance with applicable Law and the Operating Regulations of each Network.

6. Change in Fees

Subject to the terms of this Agreement, we reserve the right to change our Fees at any time by notifying you at least ninety (90) days in advance of the change. By continuing to use the Service after being notified of a change, you consent to the change in Fees. To withdraw your consent, you must discontinue using the Service. All Fees, charges, and payments collected or paid through the Service are in Canadian dollars.

7. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting correct any Taxes to the appropriate tax authority. Wave is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from your use of the Service.

Wave or the Bank will report payments and other information related to this Service to regulatory or government authorities as required by applicable Law.

C. Use Restrictions

1. Restricted Use

You will not, and will use commercially reasonable efforts to make sure a third party engaged by you or acting on your behalf does not:

• Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
• Use the Service to handle, process or transmit funds for any third party;
• Abuse the payment system or violate the Operating Regulations, in the reasonable opinion of the Networks or Wave;
• Transfer funds between bank accounts held in the same name;
• Use the Service to process cash advances;
• Sell, resell, or lease (or the functional equivalent of sell or lease), the Service to a third party;
• Attempt to create a substitute or similar service through the use of, or access to, the Service;
• Use the Wave Payments to export or re-export the Service or content thereon or any portion thereof, in violation of the export control laws and regulations of Canada or any other country; or
• Use the Service, or a component of the Service, in a manner not authorised by Wave or outside of the intended use of the Service.

2. Additional Restrictions

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

• Except as required in connection with the Wave Payments Service, to post, store, e-mail, upload, or scan to the Services or otherwise provide to Wave, either directly or indirectly, confidential information, including, without limitation, any third party’s payment information, or your or any third party’s 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 or storing of images or scans containing such prohibited information;
• To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
• To violate, or encourage the violation of, the legal rights of others;
• For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
• To collect, or attempt to collect, personal information about users or third parties without their consent, or use such information except as necessary to use the Service;
• To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
• To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
• To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorised users;
• To alter, disable, interfere with or circumvent any aspect of the Service;
• To violate the security of Wave Payments or attempt to gain unauthorized access to the Service, or Wave's computer systems or networks connected to any server associated with Wave; or
• To attempt to reverse engineer Wave Payments or any component thereof.

3. Unauthorized or Illegal Use

You will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Wave Payments Account and your User ID and other access information (e.g. passwords, if any). You will promptly notify Wave of any unauthorized use of, or access to, the Service of which you become aware.

Wave may suspend, disable, or change your Wave Payments Account or access credentials for the Service, such as any user ID and password, at any time if Wave believes that your credentials have been compromised, that you or someone using your Wave Payments Account is a threat to the integrity or security of the Service, or if Wave has another reasonable basis for doing so.

Wave may instruct the Bank to not authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Wave Payments users, our processor, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Wave Payments Account, your Settlement Account and any of your transactions with law enforcement.

4. Prohibited Payment Activities

You agree that you will not, and will use commercially reasonable efforts to make sure that a third party does not, use the Service in connection with the following activities, items or services:

Financial and Professional Services
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Debt Collection & Credit Services. Debt collection, consolidation or reduction services; mortgage consulting; credit counseling or credit repair services; lending or lending instruments; crowdfunding.

Investment & Legal Services. Securities brokers; commodity or equity trading; real estate opportunities; bailiffs and bail bonds; bankruptcy lawyers; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm.

Money Services. Money services businesses; financial services, such as money transfers, sales of foreign currency, wire transfers, money orders, check cashing, cash advances, bill payments, loan payments, or sales of prepaid cards or mobile minutes.

Virtual Currency or Stored Value. Virtual currency or credits that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g. Bitcoin).

Regulated, Illegal Products and Services, IP Infringement

Adult Content and Services. Pornography and other adult content (including literature, imagery and other media); any sexually-related services such as prostitution, escorts, massage parlours, pay-per-view and adult live chat; mail order brides.

Counterfeit or Unauthorized Goods. Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.

Intellectual Property / Proprietary Rights Infringement. Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without authorization from the rights holder; any product or service that infringes or facilitates infringement upon the copyright, patent, trademark or trade secrets of any third party.

Gambling. Internet gaming; lotteries; contests; sweepstakes; games of chance; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; memberships on gambling-related sites.

Regulated Products and Services. Cannabis & marijuana dispensaries and related products and services including cannabidiol (CBD) and hemp; sale of tobacco, e-cigarettes, e-liquids, bongs, vaporizers and hookahs; age-restricted products or services; internet pharmacies and script dispensers; firearms, weapons and ammunition; gunpowder, explosives and fireworks; toxic, flammable, and radioactive materials.

Substances Designed to Mimic Illegal Drugs. Sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom).

Deceptive, Unfair, or Predatory Practices

Get Rich Quick Schemes. Investment opportunities, or other services that promise high rewards.

No-Value-Added Services. Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; businesses that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

Products or Services that are Otherwise Prohibited

Aggregation. Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.

Court Ordered Payments. Alimony, child support, or other court-ordered payments.

Delayed Delivery. Businesses that engage in delayed delivery where the goods or services provided to the cardholder are not delivered or fulfilled within three (3) months of when the payment is processed.

Hate & Violence. Hate, violent acts or activities, discrimination or the financial exploitation of a crime.

High Risk Businesses. Online computer technical support; direct marketing of subscription offers; outbound telemarketing, infomercial businesses; door-to-door sales; telecommunications equipment and telephone sales; rebates and upsell programs; drop shipping; forwarding brokers; negative response marketing; credit and identity theft protection; pawn shops; buyers or membership clubs; psychic services; discount coupon businesses; discount medical or dental insurance plans; any businesses that we believe poses elevated financial risk, legal liability, or violates card network rules.

Multi-Level Marketing. Pyramid schemes, network marketing, and referral marketing programs.

Pseudo Pharmaceuticals. Pharmaceuticals, nutraceuticals and other products that make health claims that have not been approved or verified by the applicable regulatory body.

Real Estate Services. Distressed property sales and marketing; real estate flipping; timeshares including resales and related marketing.

Social Media Activity. Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity.

Travel Related Services. Travel agencies; tour operators; travel reservation services and clubs; airlines; cruises and timeshares.

D. Transactions

1. Accepted Forms Of Payment

Payment Cards. Wave supports most domestic credit, debit, prepaid or gift cards bearing Visa, Mastercard, or American Express trademarks. In addition, Wave supports most international cards bearing these trademarks. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive authorization from the applicable issuer. You may choose not to accept cards issued by a particular Network in accordance with the Operating Regulations.

EFT Bank Payments. Wave permits you to accept an EFT payment from a Customer’s bank account through the Service. You may not transmit to us information related to EFT Entries other than by your Customer authorizing payment by use of the Service. The EFT network is controlled and managed by Payments Canada and member banks. When submitting payments over the EFT network, you are required to and agree to comply with the Operating Regulations for use of the EFT Network which are available on the Payments Canada website. Capitalized, but otherwise undefined terms in this section will have the meanings set forth in Rule H1 of the Canadian Payments Association.

You understand and accept your role as the originator of EFT payments and you understand that your Customers' consent is required to debit their bank account and initiate a payment over the EFT network. This consent must be in a form and manner that complies with Rule H1 and the Operating Regulations and the required documentation for EFT transactions. You may not send or receive, or attempt to send or receive, funds to or from a person, entity or state where such transactions violate Canadian Law.

You authorize us and the Bank to originate EFT transactions on your behalf to your Customer’s accounts. You acknowledge that the origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of a PAD, must comply with applicable laws, rules, and regulations, including Rule H1 and the Operating Regulations. You warrant to us everything that we must warrant as a PAD originator, and you agree to hold harmless, indemnify and defend Wave and the Bank for any losses or liabilities we or the Bank may suffer or incur as a result of or in connection with your breach of such warranties and your PAD transactions, including legal fees.

You understand that you are responsible for:

• abiding by the terms of the Business Pre-Authorized Debit Agreement established with your Customers (as per the Wave Payments Customers Terms of Service) and obtaining valid authorization for debits from your Customers in a form and manner that complies with Rule H1 and Operating Regulations;
• retaining, in accordance with applicable law and Rule H1 and Operating Regulations and providing upon request to us and Bank, copies of debit authorizations you are required to obtain from your Customers and documentation of debits and related transmissions;
• requesting any reversal, correction, or change to a debit before we submit the debit to the Bank;
• responding to and executing customer cancellation or revocation requests;
• providing a written statement to customers in the event that you terminate the Business Pre-Authorized Debit Agreement; and
• complying with any other rules or requirements under Rule H1.

3. Payment Authorization

You authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you or your Customer may authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method Wave accepts.

You authorize us to initiate electronic funds transfers to each Designated Merchant Bank Account, and to initiate adjustments for any transactions credited or debited in error.

Your authorization will remain in full force and effect until you notify us that you revoke it by contacting customer support, terminating the Service or closing your Wave Payments Account. You understand that Wave requires a reasonable time to act on your revocation, generally not to exceed five (5) business days.

Payments by the Bank to you for payment transactions (“Bank Payments”) are processed through the Electronic Funds Transfer (EFT) network and require up to five (5) business days to clear and be deposited into your Settlement Account (unless you are eligible for Instant Payout). The Bank will process Bank Payments and we will deposit funds to your Designated Merchant Bank Account two (2) business days after Bank Payments are verified. This means Bank Payments could be deposited into your Designated Merchant Bank Account as early as two (2) business days and as late as seven (7) business days.

In some cases, we may deposit funds to your Designated Merchant Bank Account before the Bank Payment is verified. If your Bank Payment is settled to your Designated Merchant Bank Account before it is verified, the Bank Payment is at risk of returning after you receive the funds. If you are shipping products you may choose to wait until the payment is verified before fulfilling your customer’s order. Typically, Bank Payments are considered to be verified if a return is not received within five (5) business days of the original sale, but we cannot guarantee that a return will not be received at a later date.

4. Payout Schedule

Unless you are eligible for Instant Payout, funds will be transferred to your Designated Merchant Bank Account according to the transfer schedule displayed in the Service. Regardless of the transfer schedule and mechanism, we will transfer funds to the Designated Merchant Bank Account no more than thirty (30) days after funds settle to the Bank, subject to any Reserve imposed, as described in the Reserve section of this Agreement and any set-off rights we or the Bank may have against such funds. Neither the Bank, Wave, nor the Customer, will have any liability to you for funds so refunded.

Settlements by us to your Designated Merchant Bank Account may be limited or delayed based on your perceived risk and history with Wave. We will consider a variety of factors in making this decision and will make this determination at our sole discretion. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Wave’s sole discretion.

If you select Instant Payout for payment of funds settled to your Settlement Account, then we will transfer funds to your Instant Payout Account.

Should Wave need to conduct an investigation or resolve any pending dispute related to your Settlement Account or the Service provided to you, Wave or the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by Law or court order, or if otherwise requested by law enforcement or governmental entity.

5. Transaction Limits

For receiving payments, the following limits apply:

• $1,000,000 per transaction
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These limits may be changed and additional limits may be added at any time. Your limits may also be adjusted based on history and other factors. We, in our sole discretion, may impose limits on the dollar amount, number and/or the frequency of payments that you can receive using the Service. We may decline any payment exceeding these limits.

6. Instant Payouts

Merchant Eligibility. If you are using Wave Payments, Wave enables Instant Payouts automatically when you become eligible. Wave determines eligibility based on a series of criteria, and no additional signup is required. When you become eligible for Instant Payouts, Wave will notify you by email through the email address registered with your Wave account. 

Payment Eligibility. Instant Payout is available for invoices paid by credit card and bank payment. Even if you are eligible for Instant Payouts, not all invoice payments will qualify. Wave automatically determines eligibility based on a number of factors. If you receive a payment and do not see an available Instant Payout balance, the amount will be paid out following the normal processing time. Based on eligibility, some bank payments may be delayed and subject to normal processing times which means you will not have access to the Instant Payout balance until the funds clear. 

Fees. A 1% Instant Payout fee is applied to the amount you withdraw from your available balance. The Instant Payout fee is in addition to other Wave Payments processing fees. 

Setup. To set up Instant Payouts, you must link an account by entering your debit card details. This debit card does not need to be linked to the Designated Merchant Bank Account you use for Wave Payments. You can update your debit card details at any time. The debit card number is required because Wave uses card networks to push funds to your bank account instantly. This is different from how regular payouts are sent to your Designated Merchant Bank Account using your account number. Not all debit cards are supported. 

Processing Payouts. The minimum withdrawal amount is $25. You need to have a minimum balance of $25 available to you. 

Most banks support instant funding and you can typically expect to see funds in your bank account within a few seconds, up to 30 minutes. Deposit times may vary due to processing cutoff times or third party delays. 

Every day at 8 p.m. Eastern, Wave processes all payments received in the last 24 hours. Once payments are processed, if they qualify for instant payouts, you will have until 3 p.m. Eastern the following business day to pay out your available balance. The only exception would be if you receive a payment anytime after 8 p.m. Eastern on a Thursday. Since payments are not processed on weekends, you will have until 8 p.m. Eastern on Sunday to accept the Instant Payout balance available to you.

If you choose not to withdraw your available Instant Payout balance, or if the balance is no longer available, it will be paid out following the standard payment processing timelines. 

Scheduling Payouts. You have the option to set your Instant Payouts on an automated acceptance schedule. If you have received payments from your customers that contribute to your available Instant Payout balance, Wave will send your money to you automatically at your pre-set scheduled hour. You can choose limits to set the maximum that is paid out on a daily basis. 

Scheduling your Instant Payouts doesn’t take away from your ability to manually accept them. If you have an available balance and need the funds right away but you haven’t reached the scheduled time yet, you can still manually accept the Instant Payout to receive your money.

E. Roles and Responsibilities

1. Wave’s Role

Wave provides data processing services for Merchants. Wave is a Payment Service Provider (“PSP”), not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

As a PSP, Wave collects, analyzes and relays information generated in connection with payments between Customers and Merchants. You authorize Wave to provide this information to the Bank in order for the Bank to facilitate payments from Customers to you through the Networks. As a result, the Bank and not Wave actually conducts the settlement of payment transactions to you. Wave does not at any point hold, own or control funds in connection with the Service, nor does Wave transmit money or monetary value. In connection with the Service, Wave does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. Wave is the party with sole responsibility for conducting the settlement of funds between Customers and Merchants.

In order to act as a PSP, Wave must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive more than $1,000,000 in Visa payments or $1,000,000 in Mastercard payments in a twelve (12) month period. By accepting this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legally binding contract between you, on the one hand, and, if applicable, Worldpay, LLC and its designated member bank.

2. Network Rules and Regulations

You will comply with the Networks’ regulations and rules applicable to merchants. The Networks make excerpts of their respective Operating Regulations available on their websites (including visa.ca, mastercard.ca, americanexpress.ca/merchantguide and payments.ca).

3. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Customer, payment cancellations, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Wave. If your Customer’s payment is rejected or returned for any reason, Wave will not be liable for any fees, including a nonsufficient funds (“NSF”) fee, that you may choose to charge your Customer. Wave does not permit a Merchant to charge a Customer an electronic NSF fee through the Service. You will cooperate with Wave to assure that Customers have access to clear customer service information, including an active customer service email address or telephone number.

4. Refunds Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Wave Payments Account in accordance with this Agreement and the Operating Regulations.

The Operating Regulations require that you:

• maintain a fair return, cancellation or adjustment policy;
• disclose your return or cancellation policy to Customers at the time of purchase
• not give cash refunds to a Customer in connection with a payment card sale, unless required by Law; and
• not accept cash or any other item of value for preparing a payment card sale refund.
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The amount of the refund or adjustment must include all taxes required to be refunded and must not exceed the original sales total except for any reimbursement to the customer to cover shipping costs for the return of merchandise.

You may process refunds and adjustments through the Service at any time. These refunds and adjustments are subject to this Agreement and the Operating Regulations. If your Settlement Account balance is insufficient to cover the refund, you authorize Wave to withdraw sufficient funds from your Designated Merchant Bank Account to credit back to your Customer’s account.

Your refund policies must be the same for all payment methods. When processing a full refund, Wave will refund the Fees for the transaction so your Customer receives the full purchase amount. If your refund policy prohibits returns or your Customer is dissatisfied with your refund policy, the Customer may chargeback the payment.

5. Merchant’s Liability for Chargebacks and Returns

You are liable for all chargebacks and returns, whether or not the chargeback or return complies with the Operating Regulations. The amount of a payment may be charged back to you and deducted from your Settlement Account or Designated Merchant Bank if:

1. it is disputed by a Customer;
2. it is reversed for any reason;
3. it was not authorized or we have any reason to believe that the transaction was not authorized; or
4. it is unlawful, suspicious, or in violation of the terms of this Agreement.

6. How Wave Handles Chargebacks and Returns

In the event of a disputed transaction, Wave will withdraw funds from your Settlement Account or Designated Merchant Bank Account for the amount of any chargeback or return and any associated Fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Settlement Account or Designated Merchant Bank Account, we will have the remedies set forth in the “Our Set-off and Collection Rights” section of this Agreement. If you have pending chargebacks or returns, we may delay or reduce payouts to you.

If Wave reasonably believes that a chargeback or return is likely with respect to any transaction, we may withhold the amount of the potential chargeback or return from payments otherwise due to you under this Agreement until such time that:

• a chargeback or return is assessed due to a Customer’s complaint, in which case the Bank will retain and refund the funds;
• the period of time under applicable Law or Operating Regulation by which the Customer may dispute that the transaction has expired; or
• we determine that a chargeback or return on the transaction will not occur.

If we determine that you are incurring an excessive amount of Chargebacks or returns, Wave or the Bank may establish controls or conditions governing your Settlement Account and Service, including without limitation, by

• assessing additional Fees;
• creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees;
• delaying payouts; and
• terminating or suspending the Service or closing your Wave Payments Account.
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We may be required to report your name to one or more of the Networks if you experience excessive chargebacks or excessive returns, and you waive any claims you may have as a result of such reporting. You will assist us when requested, at your expense, in the investigation of any transactions you have processed through the Service. To that end, you permit us to share information about a chargeback or return with the Customer, the Customer's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We may request necessary information from you to contest the chargeback or return. If the chargeback or return is contested successfully, we will release the reserved funds to you. If a dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the chargeback or return, Wave may recover the chargeback or returned amount and any associated Fees as described in this Agreement. Your failure to assist us in a timely manner when investigating a transaction, including providing us with the necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating such disputes.

7. Our Set-off and Collection Rights

To the extent permitted by Law, we or the Bank may set off against any balances in your Settlement Account and your Designated Merchant Bank Account, or against any amounts due to you, for any obligation you owe us under this Agreement, including without limitation any chargebacks or returns. All Fees are charged at the time of transaction processing and are first deducted from the transferred or collected funds and thereafter from your Settlement Account and then from your Designated Merchant Bank Account. If you do not have sufficient funds in such accounts, we or the Bank may collect from any funding source associated with your Settlement Account, or from any other account under your control, or from any funding source associated with such other account, including but not limited to any funds:

• deposited by you;
• due to you under this Agreement; or
• available in your bank account, or other payment instrument registered with the Bank.
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Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement. Except as otherwise provided in the Arbitration Provision, You will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1.5%) per month (which corresponds to a nominal annual interest rate of 18%) or the highest rate by permitted Law. At its discretion, Wave may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone to the current contact information that Wave has on file with respect to You. Such communication may be made by Wave or by anyone on its behalf, including but not limited to a third-party collection agent.

8. Complaint Handling Process

1. For any issues or concerns, please contact our customer support team first.
2. If, after contacting customer support your issue is not resolved, you may ask for a Lead/Manager to review your situation.
3. If you have worked with a Lead / Manager, remain unsatisfied, and have a complaint with respect to the Code of Conduct for the Credit and Debit Card Industry in Canada, you may review our FCAC complaint policy here.

9. Dormant Accounts

If there is no activity in your Settlement Account (including access or payment transactions) and we and the Bank have been unable to transfer the funds to your Designated Merchant Bank Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by regular mail. We may give you the option of keeping your Settlement Account open, requesting a transfer to a Designated Merchant Bank Account, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Settlement Account and the Bank will deal with unclaimed balances in accordance with applicable Law.

F. Termination

1. Your Right to Terminate

You may terminate the Service at any time by either: 1) Contacting customer support and requesting that we disable your account; or 2) Turning off the ability to accept payments in the "Settings" section of your account. If you elect to turn off the ability to accept payments in your account, you may turn on the ability to accept payments in the "Settings" section of your account at any time. Your termination of the Service will automatically result in the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

2. Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate the Service without terminating your other Wave services. We may also suspend your access to the Service and we or the Bank may suspend access to your Settlement Account (including the funds in your Wave Payments Account) if you:

• have violated the terms of Wave’s policy or this Agreement;
• have been reasonably deemed to pose an unacceptable credit or fraud risk to us, or;
• have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct.

3. Termination

If your Wave Payments Account is terminated for any reason, you agree:

• to continue to be bound by this Agreement, including the Arbitration Provision;
• to immediately stop using the 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 Wave Payments 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 Wave Payments Account data, or export of your information or Wave Payments Account data.

4. Effect of Termination

You may cease using the Service at any time. Any funds held for you by us or the Bank at the time of termination of the Service, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Wave Payments Account as a means of evading your payout schedule).

If an investigation is pending at the time you close your Wave Payments Account, we or the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we or the Bank will release those funds to you.

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

G. Security and Privacy

1. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

2. Wave’s Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the Wave Security Team at security@waveapps.com. You also agree not to disclose the issue until Wave has addressed it, unless otherwise required by applicable Law.

3. Security Breach

Subject to your obligations of confidentiality or a duty to restrict dissemination of proprietary information arising from third party relationships or as otherwise imposed by Law, you will promptly notify Wave as soon as commercially reasonable upon learning of any suspected or actual security breach, unauthorized disclosure, compromise of privacy involving Cardholder Data or the actual loss or theft of any such personal information.

4. Cardholder Data Security

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the Wave API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with the Operating Regulations, or when asked by Wave to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your Customer, you may not retain, track, monitor, store, disclose or otherwise use Cardholder Data except for the transaction for which it was given.

H. Representations and Warranties

1. Mutual

Each party hereby represents, warrants and covenants to the other party that:

• Its obligations under this Agreement are valid, binding and enforceable in accordance with the terms and conditions set forth herein;
• It has the full legal right and authority to enter into and implement this Agreement in all respects, and the execution and performance of this Agreement does not violate, or conflict with any other contract or agreement to which it is a party, or by which it is bound, and that the person accepting the terms of this Agreement has complete authority to bind it to this Agreement; and
• It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority adequate for executing, delivering, and performing its obligations under this Agreement.

2. Merchant Representations and Warranties

You represent and warrant to us that:

• you are eligible to register and use the Service;
• the name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
• any payment transaction submitted by you will represent a bona fide sale by you;
• any payment transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer;
• you will fulfill all of your obligations to each Customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Customer;
• you and all transactions initiated by you will comply with all federal, provincial, and local Law applicable to your business, including any applicable tax laws and regulations and the Operating Regulations of the applicable Network;
• except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
• you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
• you have obtained all necessary consents from each Customer with respect to your and our use (as permitted herein or by applicable Law) of any contact and identifying particulars relating to name, location, address, email, phone, bank accounts, corporate officers, business names, billing descriptors and customer contact information (“Customer Information”) and that: (i) such Customer Information is true and correct; and (ii) that you may be contacted by Customers at the address(es) given for such purpose;
• You will keep such Customer Information updated and correct during the course of this Agreement; and
• your use of the Service will be in compliance with this Agreement and applicable Law.

I. Disclaimers

Disclaimer of Warranties

Wave makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Wave or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Wave does not have control of, or liability for, goods or services that are paid for with the Service.

Wave makes no representations that the Service is appropriate or available for use outside Canada. Those who access or use the Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable Laws of Canada, including but not limited to export and import regulations.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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 SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE 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 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.

J. Limitation of Liabilities and Damages

1. Limitation of Liabilities

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVE, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAVE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

2. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAVE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, REVENUE, BUSINESS OPPORTUNITIES, INCONVENIENCE, AND OTHER INTANGIBLE LOSSES OR ANY OTHER FORSEEABLE OR UNFORESEEABLE LOSS, THAT RESULT DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER NO CIRCUMSTANCES WILL WAVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

K. Indemnification

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable lawyers’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

• Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
• Your wrongful or improper use of the Service;
• Any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
• Your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
• Your violation of any law, rule or regulation of the Canada or any other country; or
• Any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

L. Electronic Communications

1. Electronic Delivery

By accepting this Agreement, you agree and give consent that Wave can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by law and other information related to your Wave Payments Account electronically, by email sent to the address listed in your Wave Payments Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on our website. Communications include, but are not limited to:

• agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
• annual disclosures;
• transaction receipts or confirmations;
• communication in relation to delinquent accounts (which may also be by phone, and may be made by Wave or by anyone on its behalf, including a third party collection agent);
• Wave Payments Account statements and history; and
• federal and provincial tax statements.

2. Effect of Electronic Communications

Any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within twenty-four (24) hours of the time they are emailed to you or posted to our Site. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature. By agreeing to this Agreement, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Wave Payments Account at a later date.

3. How to Withdraw Your Consent

At any time, You may withdraw your consent to receive electronic Communications, as outlined in our Privacy Policy, by contacting our customer support team. If you choose to withdraw your consent to receive electronic Communications, Wave may deny your registration for a Wave Payments Account, restrict or close your Wave Payments Account, or charge you additional fees for paper copies.

4. Requesting Paper Copies of Electronic Communications

You may request a paper copy of any Communication we send you within one hundred and eighty (180) days of the original send date, by contacting us as described above. We will send the paper copy to you by mail. In order for us to send you paper copies, you must have a current street address on file in your Wave Payments Account. You understand and agree that Wave may charge you an exception fee for each paper copy of a Communication.

5. Updating Your Contact Information

You are responsible for ensuring your contact information is kept up to date, including without limitation your primary email address. You understand and agree that if Wave sends you an electronic Communication but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Wave will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Wave to your email address book so that you will be able to receive the Communications we send to you.

You can update your contact information at any time by logging into your Wave account, selecting “Your Profile” from the dropdown menu that appears when you click the down arrow next to “Account” at the top right of the screen and entering your up-to-date information. If your primary email address becomes invalid such that electronic Communications sent to you by Wave are returned, Wave may close your Wave Payments Account, and You will not be able to transact any activity using your Wave Payments Account until we receive a valid, functional primary email address from You.

M. Miscellaneous

1. Governing Law

Except as otherwise 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 application of the Law of a different jurisdiction.

2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Wave Payments Terms of Service, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave Payments, and it supersedes all previous communications, representations, or agreements, either oral or written, between You and 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.

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 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 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.

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 Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. The Arbitration Provision will survive the 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

7. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under thisAgreement will constitute a waiver of that right. A waiver shall only be effective in writing executed by the party granting the waiver. Other than as expressly stated herein, any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8. Force Majeure

Wave will be under no liability to the Merchant for, and is excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its control, including, but not limited to, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, acts of third parties outside of Wave's control, natural disasters or significant changes in the ability of Wave to offer the Service in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Networks, and/or Bank, and/or governmental authorities.

9. Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

10. 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.

N. Arbitration as to Claims involving American Express

1. Definitions

For purposes of this section, the following definitions apply (i) American Express, we, our, and us mean Amex Bank of Canada and includes any of its affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, (ii) Claim means any claim, dispute, or controversy between you and American Express whether contractual, extra-contractual, tortious or statutory arising from or relating to the Sponsored Merchant Agreement (including the validity or enforceability or scope of this arbitration provision) or the relationship resulting from the Sponsored Merchant Agreement or otherwise related to the acceptance, processing or settlement of American Express Cards. Claim also includes any claim, dispute, or controversy that may arise from or relates to our ordinary business practices, policies and procedures, or that American Express has the right to join, and (iii) Sponsored Merchant Agreement means this Agreement between you and Payment Aggregator to which American Express is a third party beneficiary (conferring on us beneficiary rights, but not obligations), and (iv) “you” includes your affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing.

2. Asserting a Claim

All Claims will be resolved exclusively by arbitration pursuant to this Section, except as otherwise provided for herein. You agree to use commercially reasonable efforts to settle any Claim within thirty (30) days following the time that a Claim is raised.

3. Arbitration

A Claim that is not resolved directly between the parties thereto within sixty (60) days will be resolved pursuant to this Section and the National Arbitration Rules (Rules) of ADR Institute of Canada, Inc. (Administrator) or its successors or replacement Administrator. For a copy of the Rules, to file a claim, or for other information about the Administrator contact: ADR Institute, 234 Eglinton Avenue East, Suite 500, Toronto, Ontario M4P 1K5; email admin@adrcanada.ca. Prior to the initiation of any Claim, we have the right to change or replace the Administrator or the Rules in our sole discretion.

4. Small Claims Court Proceedings and Complaint Procedures

Notwithstanding anything to the contrary in this section, you may pursue any Claim without resort to arbitration in a small claims court of the province or territory of your main business office in Canada, so long as the Claim is individual, within the jurisdiction of and pending only in that court.

5. Consolidation

You acknowledge and agree that individual arbitration provides a more efficient and cost effective method of resolving Claims than court litigation. All Claims will be arbitrated on an individual basis. Claims brought by you against us or by us against you may be joined, heard one after the other or consolidated as the arbitrator may direct in arbitration with Claims brought by or against someone other than you, if agreed to in writing by all relevant parties. You further agree that the arbitrator will have no jurisdiction or authority to consider any Claim brought on a class action or representative party basis.

6. Arbitration Procedures and Appeal

The arbitrator will take reasonable steps to preserve the privacy of individuals and of business matters. Where the Claim being arbitrated is for an amount less than $50,000, there will be no oral discoveries or oral hearing subject to the discretion of the arbitrator to direct otherwise. The arbitrator’s decision will be final and binding. However, where an appeal is not prohibited by statute, any party can appeal the award to an appeal panel administered by the Administrator, which will consider anew any aspect of the initial award objected to by the appealing party. Where the award under appeal is for $50,000 or less, the appeal will be to a single appeal arbitrator and where the award under appeal is for more than $50,000 the appeal will be to a three-member appeal panel. The appealing party will have thirty (30) days from the date of entry of the written arbitration award to notify the Administrator that it is exercising the right of appeal. The Administrator will then notify the other party that the award has been appealed. The Administrator will appoint the appeal panel that will conduct arbitration pursuant to the Rules and issue its decision within one hundred and twenty (120) days of the date of the appealing party’s written notice. The decision of the three-member appeal panel will be by majority vote. The appeal decision will be final and binding and there will be no further appeal. The appeal decision will be considered as a final award.

7. Location of Arbitrations/Payment of Fees

Any arbitration hearing that you attend will take place in the City of Toronto, Ontario. The arbitrator and, where applicable, the appeal panel shall be entitled to fix the costs and expenses of the arbitration, including reasonable legal fees, the costs and expenses of the arbitration and appeal, and the fees of the arbitrator, appeal panel and Administrator.

8. Limitation of Rights

If arbitration is chosen by either you or us to resolve a Claim, neither you nor we will have the right to litigate the Claim in a court action.

9. Survival

This arbitration section shall survive the termination or expiration of the Sponsored Merchant Agreement.

Overview of this Agreement

These Wave Payments Terms of Service (this “Agreement”) constitute a legal agreement between you (“Merchant”, “User,” “You” or “Your”) and Wave Financial Inc. (“Wave,” “We,” “Our” or “Us”) and govern your access to and use of Wave’s payment services (the “Service” or “Wave Payments”). 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 will prevail only with respect to Wave Payments.

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.

PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE PAYMENTS. 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.

Definitions

All defined terms in this Agreement will have the meaning assigned to them below or 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.

"Bank" means the Bank that is the member of the Networks to whom Wave relays the payment information.

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and security code also known as the CVV or CVC.

"Customers" means third parties who purchase goods or services from you and provide payment through the Service.

"Laws" means laws, rules, and regulations.

"Networks" means Visa, Mastercard, American Express, and other payment card networks, and the Electronic Funds Transfer (EFT) network.

"Operating Regulations" means the guidelines, by-laws, operating regulations and all other rules, policies, and procedures of the Networks supported by Wave including the payment card network operating rules for Visa, Mastercard, or American Express networks; and the Payments Canada operating rules governing the EFT network.

"Service" or "Wave Payments" means the payment processing service provided by Wave as described in this Agreement.

"Wave Payments Account" means the account that you must apply for when you register to use the Service and through which you access the Service.

"Wave TOU" means Wave's Terms of Use that applies to all Services offered by Wave.

A. The Wave Payments Service

1. General

This Service allows you to accept, from Customers, card payments initiated with cards bearing the trademarks of Visa, Mastercard American Express, and other payment card networks and electronic bank account payments over the Electronic Funds Transfer (EFT) network. To facilitate your receipt of payment, Wave initiates the payment process by providing information to a payment processor. Wave is not a bank or a payment processor. The payment processor relays information to the Bank. Our obligation to pay you as the Merchant is subject to: (a) the provisions of our agreement with the Bank, and (b) the “Operating Regulations” of the particular Network.

2. Applying for an Account

The Service is offered to persons in Canada operating a business selling goods or services. To use the Service, you must register with Wave to apply for a Wave Payments Account. You may apply as an individual (sole proprietor) if you are at least eighteen (18) years old, or as a company or other business entity. If you apply as a company or other business entity, you must provide information about the business, as well as information about your beneficial owners or principals of the business and you (meaning the individual registering on behalf of the business or non-profit organization) must be authorized to act on behalf of the business. In the event that the business changes ownership, the new owner will need to register and apply for their own Wave Payments Account and cannot take over an existing account. By applying for a Wave Payments Account, you represent and warrant that you are applying on your own behalf (if you are applying as an individual or sole proprietor), or that you are applying on behalf of a business or nonprofit organization and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by such business or nonprofit organization.

3. Verification & Accuracy

You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service, and, at our option, your Wave Payments Account. You agree to immediately notify us if you discover that any information that you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time. 

You agree and consent to Wave verifying the accuracy of any information you provide, either directly or through inquiry of third parties such as credit bureaus, credit reporting agencies, or other third parties (including but not limited to telecommunication and utility providers), when you apply for a Wave Payments Account and through your use of your Wave Payments Account. You agree and consent to Wave obtaining a consumer report on you from a consumer reporting agency or credit bureau to determine if you meet eligibility requirements. You also authorize Wave to periodically obtain additional credit reports to determine whether you continue to meet the requirements for the Service.

4. Underwriting and Sharing Information

Wave may share some or all of the information about you, your website and business, your use of the Service, and your transactions with our partners and service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Wave, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that Wave, its partners and service providers (and their respective affiliates, agents, subcontractors and employees) are permitted to conduct monitoring of your Merchant website and payment transactions. The Networks may use your name, address, and website address (URL) in any media from time to time in lists of Merchants published by the Networks. At any time, Wave, its processor or its other partners may conclude that you will not be permitted to use the Service.

You agree that Wave is permitted to contact banks and other financial institutions, your customers or your customers' banks and obtain information, as permitted by applicable Law, about the business applying for the Service, the business owners or principals and accounts held by the business, business owners or principals. Wave may share information about you in accordance with our Privacy Policy. This includes sharing information:

• For regulatory or compliance purposes;
• For use in connection with the management and maintenance of the Service;
• For the maintenance of customer records about you and to assist us in better serving you; and
• To conduct Wave’s risk management process.

B. Accounts

1. Settlement Account

You authorize the Bank to hold, receive, and disburse funds on your behalf. You authorize Wave to instruct the Bank on the manner in which your card transaction settlement funds should be disbursed and the timing of such disbursements, all in accordance with this Agreement. Any funds held by us on your behalf will be referred to as your “Settlement Account,” but such funds are held by us and commingled with other Merchants' funds in one or more pooled accounts. These pooled accounts are established in Wave’s name for this purpose. Creation and maintenance of pooled accounts are done at our sole discretion. Wave has no right, title or interest in any account in which Merchant funds are held.

Funds associated with your Settlement Account will be held by us, separate from any account used for our corporate funds. We will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds held by Wave in association with your Settlement Account. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to Wave holding your funds in the Settlement Account or Reserve (defined below).

You have no right to direct the funds in the Settlement Account, through communications or directions to the Bank, and you may not assign any interest or grant any security interest or lien in the Settlement Account except as provided in this Agreement.

Your authorizations set forth herein will remain in full force and effect until your Wave Payments Account is closed or terminated.

2. Designated Merchant Bank Account

You are required to maintain and provide information regarding a valid Canadian bank account (“Designated Merchant Bank Account”), and you must authorize us and the Bank to debit or credit the Designated Merchant Bank Account for amounts owed to you or by you in connection with the Service. We and the Bank have the right to deduct funds from the Designated Merchant Bank Account to cover any amounts owed by you to either of us.

You also have the option to request to receive funds from card transactions by "Instant Payout." To receive funds through Instant Payout, you must provide Wave with a debit card. Funds will be transferred to you as set forth in Section D.4 to the bank account associated with that debit card (the "Instant Payout Account"). The Instant Payout Account may or may not be the same as the Designated Merchant Bank Account. We and the Bank have the right to deduct funds from the Instant Payout Account via EFT or through charging the debit card to cover any amounts owed by you to either of us. See Section D.7 for more information.

3. Reserve

At any time and from time to time, we or the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Settlement Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We or the Bank may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us or the Bank to cover anticipated chargebacks on a Network and returns or disputes on the electronic funds transfer (EFT) network, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Wave or the Bank, in their sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you, or otherwise as Wave or its processor or the Bank may determine or require.

If you do not have sufficient funds in your Reserve, we or the Bank may fund the Reserve from any funding source associated with your Settlement Account, including the Designated Merchant Bank Account or any amount Bank owes you, including but not limited to any funds:

• Credited to you or your Settlement Account, Designated Merchant Bank Account or any other funding source associated with your Settlement Account;
• Due to you under this Agreement; or
• Available in any account, or other payment instrument registered with us.
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You agree to provide the Bank with a completed agreement for pre-authorized debits, in the form requested by the Bank.

In the section headed “Pre-Authorized Debit Agreement” (below), you provide Wave with your authorization for Wave to initiate pre-authorized debits from the Designated Merchant Bank Account.

You grant us a security interest in the funds in your Settlement Account, including any Reserve, and those funds will be available to Wave and the Bank for the amounts you owe to us. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Settlement Account or the Reserve. This security interest survives for as long as there are funds in your Settlement Account or Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by applicable Law. You irrevocably assign to us or the Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

4. Our Fees

Wave will provide the Service to you at the rates and fees (“Fees”) described in the Fee Disclosure Box, the Pricing Page, which is incorporated into this Agreement, and as set out below. The Fees include charges for transactions (such as processing a payment) and for other events connected with your Wave Payments Account (such as handling a disputed charge). You agree to pay our Fees for the use of the Service. The Bank withholds these Fees from amounts due to you from your payment transactions, and the Bank remits such Fees to us. These Fees are netted by the Bank against other funds due to you or debited by the Bank from your Settlement Account or your Designated Merchant Bank Account.

Other fees are outlined below.
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5. Discounts and Surcharges

In Canada, the Networks’ Operating Regulations permit merchants to provide discounts for different methods of payments, and may provide differential discounts among different payment card networks. Charging your customers a surcharge to pay with a credit card must be done in compliance with applicable Law and the Operating Regulations of each Network.

6. Change in Fees

Subject to the terms of this Agreement, we reserve the right to change our Fees at any time by notifying you at least ninety (90) days in advance of the change. By continuing to use the Service after being notified of a change, you consent to the change in Fees. To withdraw your consent, you must discontinue using the Service. All Fees, charges, and payments collected or paid through the Service are in Canadian dollars.

7. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting correct any Taxes to the appropriate tax authority. Wave is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from your use of the Service.

Wave or the Bank will report payments and other information related to this Service to regulatory or government authorities as required by applicable Law.

C. Use Restrictions

1. Restricted Use

You will not, and will use commercially reasonable efforts to make sure a third party engaged by you or acting on your behalf does not:

• Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
• Use the Service to handle, process or transmit funds for any third party;
• Abuse the payment system or violate the Operating Regulations, in the reasonable opinion of the Networks or Wave;
• Transfer funds between bank accounts held in the same name;
• Use the Service to process cash advances;
• Sell, resell, or lease (or the functional equivalent of sell or lease), the Service to a third party;
• Attempt to create a substitute or similar service through the use of, or access to, the Service;
• Use the Wave Payments to export or re-export the Service or content thereon or any portion thereof, in violation of the export control Laws and regulations of Canada or any other country; or
• Use the Service, or a component of the Service, in a manner not authorised by Wave or outside of the intended use of the Service.

2. Additional Restrictions

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

• Except as required in connection with the Wave Payments Service, to post, store, e-mail, upload, or scan to the Services or otherwise provide to Wave, either directly or indirectly, confidential information, including, without limitation, any third party’s payment information, or your or any third party’s 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 or storing of images or scans containing such prohibited information;
• To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
• To violate, or encourage the violation of, the legal rights of others;
• For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
• To collect, or attempt to collect, personal information about users or third parties without their consent, or use such information except as necessary to use the Service;
• To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
• To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
• To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorised users;
• To alter, disable, interfere with or circumvent any aspect of the Service;
• To violate the security of Wave Payments or attempt to gain unauthorized access to the Service, or Wave's computer systems or networks connected to any server associated with Wave; or
• To attempt to reverse engineer Wave Payments or any component thereof.

3. Unauthorized or Illegal Use

You will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Wave Payments 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, the Service of which you become aware.

Wave may suspend, disable, or change your Wave Payments Account or access credentials for the Service, such as any user ID and password, at any time if Wave believes that your credentials have been compromised, that you or someone using your Wave Payments Account is a threat to the integrity or security of the Service, or if Wave has another reasonable basis for doing so.

Wave may instruct the Bank to not authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Wave Payments users, our processor, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Wave Payments Account, your Settlement Account and any of your transactions with law enforcement.

4. Prohibited Payment Activities

You agree that you will not, and will use commercially reasonable efforts to make sure that a third party does not, use the Service in connection with the following activities, items or services:

Financial and Professional Services
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• ‍Debt Collection & Credit Services. Debt collection, consolidation or reduction services; mortgage consulting; credit counseling or credit repair services; lending or lending instruments; crowdfunding.\
• Investment & Legal Services. Securities brokers; commodity or equity trading; real estate opportunities; bailiffs and bail bonds; bankruptcy lawyers; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm.
• Money Services. Money services businesses; financial services, such as money transfers, sales of foreign currency, wire transfers, money orders, check cashing, cash advances, bill payments, loan payments, or sales of prepaid cards or mobile minutes.
• Virtual Currency or Stored Value. Virtual currency or credits that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (ex: Bitcoin).

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Regulated, Illegal Products and Services, IP Infringement
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• Telecommunications. Prepaid local long-distance telephone calls and faxes; prepaid phone services; calling cards; monthly billing of telephone calls; computer network/Information services; cyberlocker; electronic bulletin board; email providers; Internet access; cable; satellite; pay television and radio services; subscription television programming or radio programming.
• Adult Content and Services. Pornography and other adult content (including literature, imagery and other media); any sexually-related services such as prostitution, escorts, massage parlors, pay-per-view and adult live chat; mail order brides.
• Counterfeit or Unauthorized Goods. Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.
• Intellectual Property / Proprietary Rights Infringement. Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without authorization from the rights holder; any product or service that infringes or facilitates infringement upon the copyright, patent, trademark or trade secrets of any third party.
• Gambling. Internet gaming; lotteries; contests; sweepstakes; games of chance; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; memberships on gambling-related sites.
• Regulated Products and Services. Cannabis & marijuana dispensaries and related products and services including cannabidiol (CBD) and hemp; sale of tobacco, e-cigarettes, e-liquids, bongs, vaporizers and hookahs; age-restricted products or services; internet pharmacies and script dispensers; firearms, weapons and ammunition; gunpowder, explosives and fireworks; toxic, flammable, and radioactive materials.
• Substances Designed to Mimic Illegal Drugs. Sale of a legal substance that provides the same effect as an illegal drug (ex: salvia, kratom).

Deceptive, Unfair, or Predatory Practices
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• Get Rich Quick Schemes. Investment opportunities, or other services that promise high rewards.
• No-Value-Added Services. Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; businesses that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

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Products or Services that are Otherwise Prohibited
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• Aggregation. Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.
• Court Ordered Payments. Alimony, child support, or other court-ordered payments.
• Delayed Delivery. Businesses that engage in delayed delivery where the goods or services provided to the cardholder are not delivered or fulfilled within three (3) months of when the payment is processed.
• Hate & Violence. Hate, violent acts or activities, discrimination or the financial exploitation of a crime.
• High Risk Businesses. Online computer technical support; direct marketing of subscription offers; outbound telemarketing, infomercial businesses; door-to-door sales; telecommunications equipment and telephone sales; rebates and upsell programs; drop shipping; forwarding brokers; negative response marketing; credit and identity theft protection; pawn shops; buyers or membership clubs; psychic services; discount coupon businesses; discount medical or dental insurance plans; any businesses that we believe poses elevated financial risk, legal liability, or violates card network rules.
• Multi-Level Marketing. Pyramid schemes, network marketing, and referral marketing programs.
• Pseudo Pharmaceuticals. Pharmaceuticals, nutraceuticals and other products that make health claims that have not been approved or verified by the applicable regulatory body.
• Real Estate Services. Distressed property sales and marketing; real estate flipping; timeshares including resales and related marketing.
• Social Media Activity. Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity.
• Tobacco. CNP tobacco, e-Cigarettes, and “Vape” supplies and accessories.
• Travel Related Services. Travel agencies; tour operators; travel reservation services and clubs; airlines; cruises and timeshares.

D. Transactions

1. Accepted Forms Of Payment
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Payment Cards. Wave supports most domestic credit, debit, prepaid or gift cards bearing Visa, Mastercard, or American Express trademarks. In addition, Wave supports most international cards bearing these trademarks. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive authorization from the applicable issuer. You may choose not to accept cards issued by a particular Network in accordance with the Operating Regulations.

EFT Bank Payments. Wave permits you to accept an EFT payment from a Customer’s bank account through the Service. You may not transmit to us information related to EFT Entries other than by your Customer authorizing payment by use of the Service. The EFT network is controlled and managed by Payments Canada and member banks. When submitting payments over the EFT network, you are required to and agree to comply with the Operating Regulations for use of the EFT Network which are available on the Payments Canada website. Capitalized, but otherwise undefined terms in this section will have the meanings set forth in Rule H1 of the Canadian Payments Association.

You understand and accept your role as the originator of EFT payments and you understand that your Customers' consent is required to debit their bank account and initiate a payment over the EFT network. This consent must be in a form and manner that complies with Rule H1 and the Operating Regulations and the required documentation for EFT transactions. You may not send or receive, or attempt to send or receive, funds to or from a person, entity or state where such transactions violate Canadian Law.

You authorize us and the Bank to originate EFT transactions on your behalf to your Customer’s accounts. You acknowledge that the origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of a PAD, must comply with applicable laws, rules, and regulations, including Rule H1 and the Operating Regulations. You warrant to us everything that we must warrant as a PAD originator, and you agree to hold harmless, indemnify and defend Wave and the Bank for any losses or liabilities we or the Bank may suffer or incur as a result of or in connection with your breach of such warranties and your PAD transactions, including legal fees.

You understand that you are responsible for:

• Abiding by the terms of the Business Pre-Authorized Debit Agreement established with your Customers (as per the Wave Payments Customers Terms of Service) and obtaining valid authorization for debits from your Customers in a form and manner that complies with Rule H1 and Operating Regulations;
• Retaining, in accordance with applicable law and Rule H1 and Operating Regulations and providing upon request to us and Bank, copies of debit authorizations you are required to obtain from your Customers and documentation of debits and related transmissions;
• Requesting any reversal, correction, or change to a debit before we submit the debit to the Bank;
• Responding to and executing customer cancellation or revocation requests;
• Providing a written statement to customers in the event that you terminate the Business Pre-Authorized Debit Agreement; and
• Complying with any other rules or requirements under Rule H1.

3. Payment Authorization

You authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you or your Customer may authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method Wave accepts.

You authorize us to initiate electronic funds transfers to each Designated Merchant Bank Account, and to initiate adjustments for any transactions credited or debited in error.

Your authorization will remain in full force and effect until you notify us that you revoke it by contacting customer support, terminating the Service or closing your Wave Payments Account. You understand that Wave requires a reasonable time to act on your revocation, generally not to exceed five (5) business days.

Payments by the Bank to you for payment transactions (“Bank Payments”) are processed through the Electronic Funds Transfer (EFT) network and require up to five (5) business days to clear and be deposited into your Settlement Account (unless you are eligible for Instant Payout). The Bank will process Bank Payments and we will deposit funds to your Designated Merchant Bank Account two (2) business days after Bank Payments are verified. This means Bank Payments could be deposited into your Designated Merchant Bank Account as early as two (2) business days and as late as seven (7) business days.In some cases, we may deposit funds to your Designated Merchant Bank Account before the Bank Payment is verified. If your Bank Payment is settled to your Designated Merchant Bank Account before it is verified, the Bank Payment is at risk of returning after you receive the funds. If you are shipping products, you may choose to wait until the payment is verified before fulfilling your customer’s order. Typically, Bank Payments are considered to be verified if a return is not received within five (5) business days of the original sale, but we cannot guarantee that a return will not be received at a later date.

4. Payout Schedule

Unless you are eligible for Instant Payout, funds will be transferred to your Designated Merchant Bank Account according to the transfer schedule displayed in the Service. Regardless of the transfer schedule and mechanism, we will transfer funds to the Designated Merchant Bank Account no more than thirty (30) days after funds settle to the Bank, subject to any Reserve imposed, as described in the Reserve section of this Agreement and any set-off rights we or the Bank may have against such funds. Neither the Bank, Wave, nor the Customer, will have any liability to you for funds so refunded.

Settlements by us to your Designated Merchant Bank Account may be limited or delayed based on your perceived risk and history with Wave. We will consider a variety of factors in making this decision and will make this determination at our sole discretion. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Wave’s sole discretion.

If you select Instant Payout for payment of funds settled to your Settlement Account, then we will transfer funds to your Instant Payout Account.

Should Wave need to conduct an investigation or resolve any pending dispute related to your Settlement Account or the Service provided to you, Wave or the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by Law or court order, or if otherwise requested by law enforcement or governmental entity.

5. Transaction Limits

For receiving payments, the following limits apply:

• $1,000,000 per transaction
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These limits may be changed and additional limits may be added at any time. Your limits may also be adjusted based on history and other factors. We, in our sole discretion, may impose limits on the dollar amount, number and/or the frequency of payments that you can receive using the Service. We may decline any payment exceeding these limits.

6. Instant Payouts

Merchant Eligibility. If you are using Wave Payments, Wave enables Instant Payouts automatically when you become eligible. Wave determines eligibility based on a series of criteria, and no additional signup is required. When you become eligible for Instant Payouts, Wave will notify you by email through the email address registered with your Wave account.

Payment Eligibility. Instant Payout is available for invoices paid by credit card and bank payment. Even if you are eligible for Instant Payouts, not all invoice payments will qualify. Wave automatically determines eligibility based on a number of factors. If you receive a payment and do not see an available Instant Payout balance, the amount will be paid out following the normal processing time. Based on eligibility, some bank payments may be delayed and subject to normal processing times which means you will not have access to the Instant Payout balance until the funds clear. 

Fees. A 1% Instant Payout fee is applied to the amount you withdraw from your available balance. The Instant Payout fee is in addition to other Wave Payments processing fees. There is a minimum fee of $1.
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Setup. To set up Instant Payouts, you must link an account by entering your debit card details. This debit card does not need to be linked to the Designated Merchant Bank Account you use for Wave Payments. You can update your debit card details at any time. The debit card number is required because Wave uses card networks to push funds to your bank account instantly. This is different from how regular payouts are sent to your Designated Merchant Bank Account using your account number. Not all debit cards are supported.

Processing Payouts. The minimum withdrawal amount is $25. You need to have a minimum balance of $25 available to you. 

Most banks support instant funding and you can typically expect to see funds in your bank account within a few seconds, up to thirty (30) minutes. Deposit times may vary due to processing cutoff times or third party delays. 

Every day at 8 p.m. Eastern, Wave processes all payments received in the last 24 hours. Once payments are processed, if they qualify for instant payouts, you will have until 3 p.m. Eastern the following business day to pay out your available balance. The only exception would be if you receive a payment any time after 8 p.m. Eastern on a Thursday. Since payments are not processed on weekends, you will have until 8 p.m. Eastern on Sunday to accept the Instant Payout balance available to you.

If you choose not to withdraw your available Instant Payout balance, or if the balance is no longer available, it will be paid out following the standard payment processing timelines.

Scheduling Payouts. You have the option to set your Instant Payouts on an automated acceptance schedule. If you have received payments from your customers that contribute to your available Instant Payout balance, Wave will send your money to you automatically at your pre-set scheduled hour. You can choose limits to set the maximum that is paid out on a daily basis. 

Scheduling your Instant Payouts doesn’t take away from your ability to manually accept them. If you have an available balance and need the funds right away but you haven’t reached the scheduled time yet, you can still manually accept the Instant Payout to receive your money.

E. Roles and Responsibilities

1. Wave’s Role

Wave provides data processing services for Merchants. Wave is a Payment Service Provider (“PSP”), not a bank. 

As a PSP, Wave collects, analyzes and relays information generated in connection with payments between Customers and Merchants. You authorize Wave to provide this information to the Bank in order for the Bank to facilitate payments from Customers to you through the Networks. As a result, the Bank - and not Wave - actually conducts the settlement of payment transactions to you. Wave does not at any point hold, own or control funds in connection with the Service, nor does Wave transmit money or monetary value. In connection with the Service, Wave does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. Wave is the party with sole responsibility for conducting the settlement of funds between Customers and Merchants.

In order to act as a PSP, Wave must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive more than $1,000,000 in Visa payments or $1,000,000 in Mastercard payments in a twelve (12) month period. By accepting this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legally binding contract between you, on the one hand, and, if applicable, Worldpay, LLC and its designated member bank.

2. Network Rules and Regulations

You will comply with the Networks’ regulations and rules applicable to merchants. The Networks make excerpts of their respective Operating Regulations available on their websites (including visa.ca, mastercard.ca, americanexpress.ca/merchantguide and payments.ca).

3. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Customer, payment cancellations, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Wave. If your Customer’s payment is rejected or returned for any reason, Wave will not be liable for any fees, including a nonsufficient funds (“NSF”) fee, that you may choose to charge your Customer. Wave does not permit a Merchant to charge a Customer an electronic NSF fee through the Service. You will cooperate with Wave to assure that Customers have access to clear customer service information, including an active customer service email address or telephone number.

4. Refunds Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Wave Payments Account in accordance with this Agreement and the Operating Regulations.

The Operating Regulations require that you:

• Maintain a fair return, cancellation or adjustment policy;
• Disclose your return or cancellation policy to Customers at the time of purchase;
• Not give cash refunds to a Customer in connection with a payment card sale, unless required by Law; and
• Not accept cash or any other item of value for preparing a payment card sale refund.
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The amount of the refund or adjustment must include all taxes required to be refunded and must not exceed the original sales total except for any reimbursement to the customer to cover shipping costs for the return of merchandise.

You may process refunds and adjustments through the Service at any time. These refunds and adjustments are subject to this Agreement and the Operating Regulations. If your Settlement Account balance is insufficient to cover the refund, you authorize Wave to withdraw sufficient funds from your Designated Merchant Bank Account to credit back to your Customer’s account.

Your refund policies must be the same for all payment methods. When processing a full refund, Wave will refund the Fees for the transaction so your Customer receives the full purchase amount. If your refund policy prohibits returns or your Customer is dissatisfied with your refund policy, the Customer may chargeback the payment.

5. Merchant’s Liability for Chargebacks and Returns

You are liable for all chargebacks and returns, whether or not the chargeback or return complies with the Operating Regulations. The amount of a payment may be charged back to you and deducted from your Settlement Account or Designated Merchant Bank if:

• It is disputed by a Customer;
• It is reversed for any reason;
• It was not authorized or we have any reason to believe that the transaction was not authorized; or
• It is unlawful, suspicious, or in violation of the terms of this Agreement.

6. How Wave Handles Chargebacks and Returns

In the event of a disputed transaction, Wave will withdraw funds from your Settlement Account or Designated Merchant Bank Account for the amount of any chargeback or return and any associated Fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Settlement Account or Designated Merchant Bank Account, we will have the remedies set forth in the “Our Set-off and Collection Rights” section of this Agreement. If you have pending chargebacks or returns, we may delay or reduce payouts to you.

A fee of $15 will be assessed for each chargeback received.
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If Wave reasonably believes that a chargeback or return is likely with respect to any transaction, we may withhold the amount of the potential chargeback or return from payments otherwise due to you under this Agreement until such time that:

• A chargeback or return is assessed due to a Customer’s complaint, in which case the Bank will retain and refund the funds;
• The period of time under applicable Law or Operating Regulation by which the Customer may dispute that the transaction has expired; or
• We determine that a chargeback or return on the transaction will not occur.
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If we determine that you are incurring an excessive amount of Chargebacks or returns, Wave or the Bank may establish controls or conditions governing your Settlement Account and Service, including without limitation, by

• Assessing additional Fees;
• Creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees;
• Delaying payouts; and
• Terminating or suspending the Service or closing your Wave Payments Account.
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We may be required to report your name to one or more of the Networks if you experience excessive chargebacks or excessive returns, and you waive any claims you may have as a result of such reporting. You will assist us when requested, at your expense, in the investigation of any transactions you have processed through the Service. To that end, you permit us to share information about a chargeback or return with the Customer, the Customer's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We may request necessary information from you to contest the chargeback or return. If the chargeback or return is contested successfully, we will release the reserved funds to you. If a dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the chargeback or return, Wave may recover the chargeback or returned amount and any associated Fees as described in this Agreement. Your failure to assist us in a timely manner when investigating a transaction, including providing us with the necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating such disputes.

7. Our Set-off and Collection Rights

To the extent permitted by Law, we or the Bank may set off against any balances in your Settlement Account and your Designated Merchant Bank Account, or against any amounts due to you, for any obligation you owe us under this Agreement, including without limitation any chargebacks or returns. All Fees are charged at the time of transaction processing and are first deducted from the transferred or collected funds and thereafter from your Settlement Account and then from your Designated Merchant Bank Account. If you do not have sufficient funds in such accounts, we or the Bank may collect from any funding source associated with your Settlement Account, from any other account under your control, or from any funding source associated with such other account, including but not limited to any funds:

• Deposited by you;
• Due to you under this Agreement; or
• Available in your bank account, or other payment instrument registered with the Bank.
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Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement and may result in account suspension, termination, or restriction of your access to Wave’s Services.

Except as otherwise provided in the Arbitration Provision, you will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses and late payment fees. 

At its discretion, Wave may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone to the current contact information that Wave has on file with respect to you. Such communication may be made by Wave or by anyone on its behalf, including but not limited to a third-party collection agent.

a. What happens if you owe us money?

In the event of a chargeback or payment failure, Wave will notify you by email and attempt to debit your bank account for the amount owed. If this debit fails, we will send you an invoice for the amount owed by email. If you do not make a payment within fourteen (14) business days, Wave will issue a Letter of Demand. If payment is not received within four (4) business days of the date the letter was issued, your Account will be sent to a third-party collections agency. 

At our discretion, we may allow for the outstanding balance to be paid in installments (“Payment Plan”). A Payment Plan is an arrangement you make with Wave where you agree to repay the balance owed through a series of payments over the agreed upon payback period (“Term”). See “Payment Plan Agreement” below for more details.

b. Payment Plan Agreement

If Wave allows for a Payment Plan to be agreed upon and you agree to repay your debt in regulation installments, a Payment Plan Agreement must be entered into between Wave (the “Creditor”) and you (the “Debtor”).

• Plan Details. Wave will provide you with written confirmation of the amount owed (“Principal Balance”), the initial payment amount payable under the Payment Plan, the monthly payment amount payable under the Payment Plan (“Monthly Payment” and together with the initial payment amount, the “Payments), the start date, monthly due date, fees incurred, and the number of Payments required to pay the debt (not including the initial payment). You agree to repay the debt as outlined in the Payment Plan Agreement. You cannot make changes to your Payment Plan once it has been established, unless authorized in writing by Wave.
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• Payment Method. Wave will send you an invoice for the Payments by email. You may choose to make payment by credit card or bank payment. Payments received will be applied first to any outstanding fees (if applicable) and then to the Principal Balance. To avoid late payment fees, we recommend that you set up automatic payments, ensure your payment method is up to date, and monitor your email for updates from Wave.
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• Payment Schedule. We offer Payment Plans on a monthly schedule over a term of no more than six (6) months, unless otherwise agreed by us in writing. An initial payment of twenty percent (20%) of the Principal Balance is required upon execution of the Payment Plan Agreement. The remaining balance will be paid in equal monthly installments. You agree to pay the Payments and any fees (including without limitation, late payment fees) incurred until your debt has been paid in full.
  
  The amount of your Monthly Payment will be determined by taking the Principal Balance, adding any applicable fees, subtracting the initial payment of 20%, and dividing the total of these amounts by the number of months in the Term of the Payment Plan Agreement. The last Monthly Payment might be less than the other Monthly Payments. The total payment amount of each Monthly Payment may change if late payment fees, as described below, are incurred. 
  
  Wave may choose to send payment reminder emails in its sole discretion, however, you remain fully responsible for making all payments on time.
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• Payment Grace Period. Wave offers a grace period of up to three (3) business days beyond any Payment due date to accommodate for unforeseen delays. During this period, late payment fees will not be assessed against you.
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• ‍Late Payments. If any Monthly Payment is not received by the end of the third business day after the applicable due date, such Payment is considered late. Unless an extension has been granted by Wave in writing, you will be charged a late payment fee. On the fourth business day, Wave will send you an updated invoice with a late payment fee added to the total balance owed. Late payment fees will be assessed on a monthly basis. You agree to pay the late payment fee(s) as set out below.
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• If a Payment is not received by the end of the seventh business day after the applicable due date, your Wave Payments Account will be suspended on the eighth business day. If two (2) or more Payments are missed by you, Wave may, in its sole discretion, declare the entire remaining balance immediately due and payable.
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• Termination. Wave reserves the right, in its sole discretion, to terminate the Payment Plan at any time upon written notice to you. Upon termination, the full outstanding balance of all amounts will become due and payable by you immediately.
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• Questions. If you have any questions regarding Payment Plans, please respond to the email sent to you by Wave’s Collections Team or reach out to collections@waveapps.com.

8. Complaint Handling Process

1. For any issues or concerns, please contact our Customer Support Team first.
2. If, after contacting Customer Support your issue is not resolved, you may ask for a Lead/Manager to review your situation.
3. If you have worked with a Lead/Manager, remain unsatisfied, and have a complaint with respect to the Code of Conduct for the Credit and Debit Card Industry in Canada, pleasereview our FCAC complaint policy here.

9. Dormant Accounts

If there is no activity in your Settlement Account (including access or payment transactions) and we and the Bank have been unable to transfer the funds to your Designated Merchant Bank Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by regular mail. We may give you the option of keeping your Settlement Account open, requesting a transfer to a Designated Merchant Bank Account, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Settlement Account and the Bank will deal with unclaimed balances in accordance with applicable Law.

F. Termination

1. Your Right to Terminate

You may terminate the Service at any time by either: 1) Contacting customer support and requesting that we disable your account; or 2) Turning off the ability to accept payments in the "Settings" section of your account. If you elect to turn off the ability to accept payments in your account, you may turn on the ability to accept payments in the "Settings" section of your account at any time. Your termination of the Service will automatically result in the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

2. Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate the Service without terminating your other Wave services. We may also suspend your access to the Service and we or the Bank may suspend access to your Settlement Account (including the funds in your Wave Payments Account) if you:

• Have violated the terms of Wave’s policy or this Agreement;
• Have been reasonably deemed to pose an unacceptable credit or fraud risk to us, or;
• Have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct.

3. Termination

If your Wave Payments Account is terminated for any reason, you agree:

• To continue to be bound by this Agreement, including the Arbitration Provision;
• To immediately stop using the 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 Wave Payments 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 Wave Payments Account data, or export of your information or Wave Payments Account data.

4. Effect of Termination

You may cease using the Service at any time. Any funds held for you by us or the Bank at the time of termination of the Service, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Wave Payments Account as a means of evading your payout schedule).

If an investigation is pending at the time you close your Wave Payments Account, we or the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we or the Bank will release those funds to you.

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

G. Cardholder Data Security

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the Wave API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with the Operating Regulations, or when asked by Wave to do so. You also agree that you will use only PCI-compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable Laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

You must receive the express and valid consent of your Customer as required under applicable privacy law, prior to retaining, tracking, monitoring, storing, disclosing, or otherwise using Cardholder Data other than for the transaction for which it was given, unless otherwise required by applicable law.

H. Representations and Warranties

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1. Mutual

Each party hereby represents, warrants and covenants to the other party that:

• Its obligations under this Agreement are valid, binding and enforceable in accordance with the terms and conditions set forth herein;
• It has the full legal right and authority to enter into and implement this Agreement in all respects, and the execution and performance of this Agreement does not violate, or conflict with any other contract or agreement to which it is a party, or by which it is bound, and that the person accepting the terms of this Agreement has complete authority to bind it to this Agreement; and
• It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority adequate for executing, delivering, and performing its obligations under this Agreement.

2. Merchant Representations and Warranties

You represent and warrant to us that:

1. You are eligible to register and use the Service;
2. The name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
3. Any payment transaction submitted by you will represent a bona fide sale by you;
4. Any payment transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer;
5. You will fulfill all of your obligations to each Customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Customer;
6. You and all transactions initiated by you will comply with all federal, provincial, and local Law applicable to your business, including any applicable tax laws and regulations and the Operating Regulations of the applicable Network;
7. Except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
8. You will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
9. You have obtained all necessary consents from each Customer with respect to your and our use (as permitted herein or by applicable Law) of any contact and identifying particulars relating to name, location, address, email, phone, bank accounts, corporate officers, business names, billing descriptors and customer contact information (“Customer Information”) and that: (i) such Customer Information is true and correct; and (ii) that you may be contacted by Customers at the address(es) given for such purpose;
10. You will keep such Customer Information updated and correct during the course of this Agreement; and
11. Your use of the Service will be in compliance with this Agreement and applicable Law.

I. Disclaimers

Disclaimer of Warranties

Wave makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Wave or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Wave does not have control of, or liability for, goods or services that are paid for with the Service.

Wave makes no representations that the Service is appropriate or available for use outside Canada. Those who access or use the Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable Laws of Canada, including but not limited to export and import regulations.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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 SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE 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 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.

J. Limitation of Liabilities and Damages

1. Limitation of Liabilities

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVE, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAVE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

2. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAVE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, REVENUE, BUSINESS OPPORTUNITIES, INCONVENIENCE, AND OTHER INTANGIBLE LOSSES OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, THAT RESULT DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER NO CIRCUMSTANCES WILL WAVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

K. Indemnification

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable lawyers’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

• Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
• Your wrongful or improper use of the Service;
• Any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
• Your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
• Your violation of any law, rule or regulation of the Canada or any other country; or
• Any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

L. Miscellaneous

1. Governing Law

Except as otherwise 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 application of the Law of a different jurisdiction.

2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Wave Payments Terms of Service, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave Payments, and it supersedes all previous communications, representations, or agreements, either oral or written, between you and 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.

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 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 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.

5. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement or that expressly or by its nature extends beyond the termination of the Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. The Arbitration Provision will survive the 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

7. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. A waiver shall only be effective in writing executed by the party granting the waiver. Other than as expressly stated herein, any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8. Force Majeure

Wave will be under no liability to the Merchant for, and is excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its control, including, but not limited to, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, acts of third parties outside of Wave's control, natural disasters or significant changes in the ability of Wave to offer the Service in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Networks, and/or Bank, and/or governmental authorities.

9. Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

10. 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.

M. Arbitration as to Claims involving American Express

1. Definitions

For purposes of this section, the following definitions apply (i) American Express, we, our, and us mean Amex Bank of Canada and includes any of its affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, (ii) Claim means any claim, dispute, or controversy between you and American Express whether contractual, extra-contractual, tortious or statutory arising from or relating to the Sponsored Merchant Agreement (including the validity or enforceability or scope of this arbitration provision) or the relationship resulting from the Sponsored Merchant Agreement or otherwise related to the acceptance, processing or settlement of American Express Cards. Claim also includes any claim, dispute, or controversy that may arise from or relates to our ordinary business practices, policies and procedures, or that American Express has the right to join, and (iii) Sponsored Merchant Agreement means this Agreement between you and Payment Aggregator to which American Express is a third party beneficiary (conferring on us beneficiary rights, but not obligations), and (iv) “you” includes your affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing.

2. Asserting a Claim

All Claims will be resolved exclusively by arbitration pursuant to this Section, except as otherwise provided for herein. You agree to use commercially reasonable efforts to settle any Claim within thirty (30) days following the time that a Claim is raised.

3. Arbitration

A Claim that is not resolved directly between the parties thereto within sixty (60) days will be resolved pursuant to this Section and the National Arbitration Rules (Rules) of ADR Institute of Canada, Inc. (Administrator) or its successors or replacement Administrator. For a copy of the Rules, to file a claim, or for other information about the Administrator contact:

ADR Institute
234 Eglinton Avenue East
Suite 500
Toronto, Ontario
M4P 1K5
email: admin@adrcanada.ca.

Prior to the initiation of any Claim, we have the right to change or replace the Administrator or the Rules in our sole discretion.

4. Small Claims Court Proceedings and Complaint Procedures

Notwithstanding anything to the contrary in this section, you may pursue any Claim without resort to arbitration in a small claims court of the province or territory of your main business office in Canada, so long as the Claim is individual, within the jurisdiction of and pending only in that court.

5. Consolidation

You acknowledge and agree that individual arbitration provides a more efficient and cost effective method of resolving Claims than court litigation. All Claims will be arbitrated on an individual basis. Claims brought by you against us or by us against you may be joined, heard one after the other or consolidated as the arbitrator may direct in arbitration with Claims brought by or against someone other than you, if agreed to in writing by all relevant parties. You further agree that the arbitrator will have no jurisdiction or authority to consider any Claim brought on a class action or representative party basis.

6. Arbitration Procedures and Appeal

The arbitrator will take reasonable steps to preserve the privacy of individuals and of business matters. Where the Claim being arbitrated is for an amount less than $50,000, there will be no oral discoveries or oral hearing subject to the discretion of the arbitrator to direct otherwise. The arbitrator’s decision will be final and binding. However, where an appeal is not prohibited by statute, any party can appeal the award to an appeal panel administered by the Administrator, which will consider anew any aspect of the initial award objected to by the appealing party. Where the award under appeal is for $50,000 or less, the appeal will be to a single appeal arbitrator and where the award under appeal is for more than $50,000 the appeal will be to a three-member appeal panel. The appealing party will have thirty (30) days from the date of entry of the written arbitration award to notify the Administrator that it is exercising the right of appeal. The Administrator will then notify the other party that the award has been appealed. The Administrator will appoint the appeal panel that will conduct arbitration pursuant to the Rules and issue its decision within one hundred and twenty (120) days of the date of the appealing party’s written notice. The decision of the three-member appeal panel will be by majority vote. The appeal decision will be final and binding and there will be no further appeal. The appeal decision will be considered as a final award.

7. Location of Arbitrations/Payment of Fees

Any arbitration hearing that you attend will take place in the City of Toronto, Ontario. The arbitrator and, where applicable, the appeal panel shall be entitled to fix the costs and expenses of the arbitration, including reasonable legal fees, the costs and expenses of the arbitration and appeal, and the fees of the arbitrator, appeal panel and Administrator.

8. Limitation of Rights

If arbitration is chosen by either you or us to resolve a Claim, neither you nor we will have the right to litigate the Claim in a court action.

9. Survival

This arbitration section shall survive the termination or expiration of the Sponsored Merchant Agreement.

Overview of this Agreement

These Wave Payments Terms of Service (this “Agreement") constitute a legal agreement between you (“Merchant”, “User,” “You” or “Your”) and Wave Financial USA Inc. (“Wave”, “We," “Our” or “Us”) and govern your access to and use of Wave’s payment services (the “Service” or “Wave Payments”). 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 Wave Payments.

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.

PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE PAYMENTS. 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.

Definitions

All defined terms in this Agreement will have the meaning assigned to them below or 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.

"Bank" means Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH.

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and security code also known as the CVV or CVC.

"Customers" means third parties who purchase goods or services from you and provide payment through the Service.

"Laws" means laws, rules and regulations.

"Network Rules" means the rules, standards, regulations, practices, and interpretations of any Network or related bodies, including but not limited to the PCI Security Standards Council.

"Networks" means Visa, Mastercard, American Express, Discover, and other payment card networks, and the Automated Clearing House (ACH) Network.

“Operating Regulations” means the guidelines, by-laws, operating regulations and all other rules, policies and procedures of the Networks supported by Wave including the payment card network operating rules for Visa, Mastercard, Discover or American Express networks; and the NACHA operating rules governing the ACH network.

"Service" or "Wave Payments" means the payment processing service provided by Wave as described in this Agreement.

"Wave Payments Account" means the account that you must apply for when you register to use the Service and through which you access the Service.

"Wave TOU" means Wave's Terms of Use that applies to all Services offered by Wave.

A. The Wave Payments Service

1. General

This Service allows you to accept, from Customers, card payments initiated with cards bearing the trademarks of Visa, Mastercard, American Express, Discover, and other payment card networks, and electronic bank account payments over the Automated Clearing House (ACH) Network. To facilitate your receipt of payment, Wave initiates the payment process by providing information to a payment processor. Wave is not a bank, a money services business, or a payment processor and will not hold funds from a payment transaction at any time. The payment processor relays the information to the Bank. The Bank’s obligation to pay you, as the Merchant, is subject to: (a) the Bank's agreement with Wave, and (b) the Operating Regulations of the applicable Network. Wave is entering into this Agreement on behalf of and as an agent of the Bank.

2. Applying for an Account

The Service is offered to persons in the United States operating a business selling goods or services. To use the Service, you must register with Wave to apply for a Wave Payments Account. You may apply as an individual (sole proprietor) if you are at least 18 years old, or as a company or other business entity. If you apply as a company or other business entity, you must provide information about the business, as well as information about your beneficial owners or principals of the business and you (meaning the individual registering on behalf of the business or nonprofit organization) must be authorized to act on behalf of the business. In the event that the business changes ownership, the new owner will need to register and apply for their own Wave Payments account and cannot take over an existing account. By applying for a Wave Payments Account, you represent and warrant that you are applying on your own behalf (if you are applying as an individual or sole proprietor), or that you are applying on behalf of a business or nonprofit organization and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by such business or nonprofit organization.

a. Information Collected. During the application and registration process, Wave collects information about the business owners, including (at a minimum) their name, address, date of birth, Social Security Number (SSN), business name, Employer Identification Number (EIN), business address, telephone number, and website. Such information is collected in accordance with our Privacy Policy.

b. Additional Information. Wave is required by Law to obtain, verify and record information that identifies each person who opens a Wave Payments Account. Wave may request additional documentation for identity verification as required or permitted by Law at any time and you agree and consent to provide said documentation upon request. This documentation may include, but is not limited to: (a) government-issued identification (such as a passport or driver’s license), (b) business license, (c) organizational documents, such as articles of incorporation, and (d) additional information for underwriting and other purposes as set forth below.

c. Who May Obtain the Service. Only businesses (including sole proprietors) and nonprofit organizations may register for the Service. You must be either: (a) a United States citizen, (b) a legal permanent resident of the United States, or (c) an authorized United States business or non-profit organization having a physical presence in the United States. You must have a valid United States bank account. You may not use the Service if you are an entity blocked or denied by the United States government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

d. Charitable Organizations. If you operate a charitable organization, you may use Wave to accept payments by registering as a Merchant. It is the responsibility of the Merchant and specifically not Wave, to appropriately classify the organization and transactions, issue any required reports and receipts, and make any required tax or other filings. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Wave specifically disclaims any liability in this regard. We may require you to submit proof such as your Internal Revenue Service ("IRS") determination letter to verify your tax-exempt status.

3. Verification & Accuracy

You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service and, at our option, close your Wave Payments Account. You agree to immediately notify us if you discover that any information which you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time.

You agree and consent to Wave verifying the accuracy of any information you provide, either directly or through inquiry of third parties such as credit bureaus, credit reporting agencies, or other third parties (including but not limited to telecommunication and utility providers), when you apply for a Wave Payments account and through your use of your Wave Payments Account. You agree and consent to Wave to obtaining a consumer report on you from a consumer reporting agency or credit bureau to determine if you meet eligibility requirements. You also authorize Wave to periodically obtain additional credit reports to determine whether you continue to meet the requirements for the Service.

4. Underwriting and Sharing Information

Wave may share some or all of the information about you, your website and business, your use of this Service, and your transactions with our partners and service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Wave, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that Wave, its partners and service providers (and their respective affiliates, agents, subcontractors and employees) are permitted to conduct monitoring of your Merchant website and payment transactions. The Networks may use your name, address, and website address (URL) in any media from time to time in lists of Merchants published by the Networks. At any time, Wave, its processor or its other partners may conclude that you will not be permitted to use the Service.

You agree that Wave is permitted to contact banks and other financial institutions, your customers or your customers' banks and obtain information, as permitted by applicable Law, about the business applying for the Service, the business owners or principals and accounts held by the business, business owners or principals. Wave may share information about you in accordance with our Privacy Policy. This includes sharing information:

• for regulatory or compliance purposes;
• for use in connection with the management and maintenance of the Service;
• for the maintenance of customer records about you and to assist us in better serving you; and
• to conduct Wave’s risk management process.

B. Merchant Obligations

1. Product Obligations

Merchant is solely responsible for the promotion, marketing and support of its products and services. Merchant’s promotional and support materials will accurately describe the products and services and their use in all material respects. Merchant also will provide commercially reasonable support to Customers and post customer service information prominently on its website. Merchant will be responsible for providing and solely liable for the content of all technical and product information for Customers for its products and services. Merchant is solely responsible to provide warranty, maintenance, technical or product support services for its products and services.

2. Disclosure of Refund Policies

Merchant shall, during the transaction for which a Refund may be sought, inform Customers of its refund policy and procedures upon checkout, including any RMA (Return Merchandise Authorization) required and fees assessed. Merchant is responsible for any charges or costs incurred by reason of refund, such as shipping fees. Merchant’s refund policy will be in compliance with all relevant Network rules and applicable Law and there shall be no differentiation in the treatment of refunds between various credit card networks.

3. Invoicing to End-User Customers

Where an invoice is required to be delivered in the name of the Merchant, Merchant shall ensure that a legitimate electronic version is issued promptly.

4. Precedence

In the event of any inconsistency between this Agreement and the standards and regulations issued and as revised from time to time by any relevant Network, such standards and regulations shall take precedence over this Agreement. The standards and regulations of the Networks, such as Mastercard, Visa and American Express, are expressly included, details of which may be accessed at the websites for each.

5. Network Standards

Network Rules for Merchant’s credit card acceptance policies and procedures may require Merchant to make changes to their website and general practices to ensure that they are in compliance with Network standards, including the use of their marks. Merchant will permit Wave to monitor its general activity and use of such marks. You may only use payment network trademarks or service marks consistent with the Network Rules, and the Network Rules also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards. The Network Rules state that you may only accept payments using payment cards for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. The Networks may amend the Network Rules at any time without notice to you, and Wave reserves the right to change the Service at any time to comply with the Network Rules. We may share with the Networks (and the Bank) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code. Networks have the right to enforce any provisions of the Network Rules and to prohibit you or Wave from engaging in any conduct such Network determines could injure or create a risk of injury to the Network. Merchant may not take any action that could interfere with or prevent the exercise of this right by the Network.

6. Merchant Covenants

Merchant acknowledges and agrees:

a. To comply with all applicable Network Rules, best practices and guidelines, and PCI standards and requirements as amended from time to time. To the extent applicable to Merchant, Merchant will also comply with American Express Data Security Requirements.

b. To comply with all applicable Law in connection with the conduct of Merchant's business and in connection with its performance of its obligations under this Agreement.

c. That the relevant Network is the sole and exclusive owner of its marks.

d. Not to contest the ownership of any relevant Network marks.

e. To accept the responsibility to continue to review and be bound by Network Rules as published on the Network websites including relevant best practices and guidelines in order to determine whether any amendments or changes have occurred.

f. To accept that Networks have the right to enforce such provisions against Wave and the Merchant including the right to prohibit Merchant from engaging in any conduct that any Network in its sole discretion deems likely to injure or cause risk of injury to it or its reputation or that may adversely affect the integrity of the credit card interchange system or confidential information as defined in the Network Rules. Merchant further agrees not to take any action that could interfere with or prevent the exercise of such right by any Network.

g. That Networks or Bank may terminate or suspend at their own discretion and without notice or penalty, Merchant’s participation in the Service and/or Merchant’s use of Network marks.

h. That the practices, rules, terms and conditions of the payment industry and Network Rules are under constant evolvement and development and that the provision of the Service is strictly conditional on the Merchant agreeing to be bound thereby.

i. That with respect to any security obligations including PCI requirements, Wave will not be liable to Merchant, Customer or any other party for any malicious, intentional or unintentional loss, disruption, corruption, redirection, interception or interruption of any transaction or flow of data including Customer data that occurs outside the scope of the Service.

j. That charging your Customers a fee to pay with a card or other payment method is prohibited in some, but not all, states and must be done in compliance with applicable Law and the Operating Regulations of each Network.

k. To ensure data quality and that transaction data and customer information is processed promptly, accurately and completely and complies with Network Rules.

7. American Express

Merchant agrees to comply with the American Express Merchant Operating Guide requirements, which are incorporated into this Agreement by reference as if they were fully set forth in the Agreement. The American Express Merchant Operating Guide may be viewed at: www.americanexpress.com/merchantopguide. Additionally, Merchant agrees to the following: (1) If Merchant’s Estimated Annual Charge Volume becomes $1,000,000 USD or greater, Merchant will become a direct card-accepting Merchant under the standard American Express acceptance program and cease to be a Merchant under Wave with regard to American Express. As a direct card-accepting Merchant, Merchant will be bound by American Express card acceptance agreement and American Express' discount and other fees and assessments shall apply; (2) Merchant warrants that it does not hold third party beneficiary rights to any agreements between Wave and American Express and at no time will attempt to enforce any such agreements against American Express; and (3) Merchant confers on American Express third party beneficiary rights, but not obligations, to the Merchant’s agreement with Wave that will fully provide American Express with the ability to enforce the terms of the Merchant Agreement against the Merchant. You have a right to opt out of marketing communications from American Express by contacting Wave. American Express may use the information obtained in your application for the Service to screen and/or monitor you in connection with card marketing.

8. General Business Information

Merchant shall maintain and make available at all times to Wave and End-User Customers including through its main website accurate details of its full geographic addresses, business names, including complete telephone and email contact details, customer support details, together with its delivery, refund and privacy policies and all such other information that may be required by law and/or Card Association rules.

9. Reporting

You will promptly provide to Wave and Bank, upon request, all information reasonably requested regarding you or your business, including but not limited to: the current address of each of your offices, any "doing business as" (dba) names used by you, and a complete description of goods sold and services provided to your Customers. To the extent allowed by applicable Law, Wave or Bank may provide such information and any other information about you to any Network upon request.

10. Responsible Party

Merchant will hold itself out as the sole responsible party vis-а-vis Customers in relation to the Merchant's products and services and/or their functionality, and Merchant will in no manner represent that Wave is a guarantor or responsible party for those products or services, or otherwise involve Wave in a Customer or other third party dispute relating to the transaction, delivery or functionality of a product or service.

11. Credit Card Transactions
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• Prior authorization must be obtained for recurring charge orders.
• Card transactions passed by Merchant shall represent a bona fide sale or rental of merchandise or services that have not previously been submitted.
• Merchant may not pass any transaction that it has notice or knowledge of being fraudulent, illegal or unauthorized, or intercept any transaction data.
• Merchant may not add any improper or invalid tax to a transaction, nor make any alteration to the transaction information without the authorization of the respective cardholder, or provide incomplete or misleading information relating to a transaction.
• Except to the extent permitted by Network Rules, Merchant shall not charge for products unless they have already been shipped or provided.
• Unauthorized, irregular, fraudulent charges, or charges made on a non-valid card, or excessive charges beyond stated price, payment for undelivered products or charges issued through hacking are not collectible and shall remain the full responsibility of Merchant.
• Unless required by Law, Merchant may not process any transactions or receive any payments on behalf of another party or redirect any payments to another party.

12. Disclosure of Information and Investigations

Merchant shall provide full and unrestricted disclosure within forty-eight (48) hours with respect to any written request by Wave relating to the investigation of any single or mass refund request, Chargeback, suspected fraud matter, unauthorized or unlawful transaction, money laundering and/or criminal offence, or any other documentation or information required by Wave, any Network or Bank. Such disclosure shall include but not be limited to the identity of any contracting parties, transaction records, bank records and other financial information relating thereto, and Merchant shall provide such further disclosure and assistance as may be reasonably required by Wave and/or its processors, acquirers and any relevant law enforcement authorities in order to properly investigate such matters.

C. Accounts

1. Settlement Account

You authorize the Bank to hold, receive, and disburse funds on your behalf. You authorize Wave to instruct the Bank on the manner in which your card transaction settlement funds should be disbursed and the timing of such disbursements, all in accordance with this Agreement. Any funds held by the Bank on your behalf will be referred to as your “Settlement Account,” but such funds are held by the Bank and commingled with other Merchants’ funds in one or more pooled accounts. These pooled accounts are established in the Bank’s name for this purpose. Creation and maintenance of pooled accounts are done at the sole discretion of the Bank. Wave has no ownership or control, and no right, title or interest in any account in which Merchant funds are held.

Funds associated with your Settlement Account will be held by the Bank, separate from any account used for Wave’s corporate funds. Wave will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds held by the Bank in association with your Settlement Account. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in the Settlement Account or Reserve (defined below).

You have no right to direct the funds in the Settlement Account through communications or directions to Bank, and you may not assign any interest or grant any security interest or lien in the Settlement Account, except as provided in this Agreement.

Your authorizations set forth herein will remain in full force and effect until your Wave Payment Accounts is closed or terminated.

If you carry a negative balance in your Settlement Account for an extended period of time (as determined by Wave or the Bank at their discretion), the Bank may close your Settlement Account, we may terminate the Service provided to you and we may pursue legal action or other collection efforts.

2. Designated Merchant Bank Account

You will be required to maintain and provide information regarding a valid United States bank account (“Designated Merchant Bank Account”), and you must authorize us and the Bank to debit or credit the Designated Merchant Bank Account for amounts owed to you or by you in connection with the Service. We and the Bank have the right to deduct funds from the Designated Merchant Bank Account to cover any amounts owed by you to either of us.

You also have the option to request to receive funds from card transactions by "Instant Payout." To receive funds through Instant Payout, you must provide Wave with a debit card. Funds will be transferred to you as set forth in Section E to the bank account associated with that debit card (the "Instant Payout Account"). The Instant Payout Account may or may not be the same as the Designated Merchant Bank Account. We and the Bank have the right to deduct funds from the Instant Payout Account via ACH or through charging the debit card to cover any amounts owed by you to either of us. See Section E.7 for more information.

3. Reserve

At any time and from time to time, we or the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Settlement Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We or the Bank may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us or the Bank to cover anticipated chargebacks on a Network and returns or disputes on the Automated Clearinghouse (ACH) network, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Wave or the Bank, in their sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you, or otherwise as Wave or its processor or the Bank may determine or require.

If you do not have sufficient funds in your Reserve, the Bank may fund the Reserve from any funding source associated with your Settlement Account, including the Designated Merchant Bank Account or any amount Bank owes you, including but not limited to any funds:

• credited to you or your Settlement Account, Designated Merchant Bank Account or any other funding source associated with your Settlement Account;
• due to you under this Agreement; or
• available in any account, or other payment instrument registered with us.
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You agree to provide the Bank with a completed agreement for ACH debits, in the form requested by the Bank.

In the section headed “ACH Debit Agreement” (below), you provide Wave with your authorization for Wave to initiate ACH debits from the Designated Merchant Bank Account.

You grant us a security interest in the funds in your Settlement Account, including any Reserve, and those funds will be available to Wave for the amounts you owe to us. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Settlement Account or the Reserve. This security interest survives for as long as there are funds in your Settlement Account or Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by Law. You irrevocably assign to us or the Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

4. Our Fees

Wave will provide the Service to you at the rates and fees (“Fees”) described on the Pricing Page, which is incorporated into this Agreement. The Fees include charges for transactions (such as processing a payment) and for other events connected with your Wave Payments Account (such as handling a disputed charge). You agree to pay our Fees for use of the Service. The Bank withholds these Fees from amounts due to you from your payment transactions, and the Bank remits such Fees to us. These Fees are netted by the Bank against other funds due to you or debited by the Bank from your Settlement Account or your Designated Merchant Bank Account.

5. Change in Fees

Subject to the terms of this Agreement, we reserve the right to change our Fees at any time by notifying you at least thirty (30) days in advance of the change. By continuing to use the Service after being notified of a change, you consent to the change in Fees. To withdraw your consent, you must discontinue using the Service. All Fees, charges, and payments collected or paid through the Service are in U.S. dollars.

6. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting any Taxes to the appropriate tax authority. Wave is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from your use of the Service.

Wave or the Bank will report payments and other information related to this Service to regulatory or government authorities as required by Law. For example, Wave or the Bank will report to the IRS on Form 1099-K as required by Law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

D. Use Restrictions

1. Restricted Use

You will not, and will use commercially reasonable efforts to make sure a third party engaged by you or acting on your behalf does not:

• Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
• Use the Service to handle, process or transmit funds for any third party;
• Abuse the payment system or violate the Operating Regulations, in the reasonable opinion of the Networks or Wave;
• Transfer funds between bank accounts held in the same name;
• Use the Service to process cash advances;
• Sell, resell, or lease (or the functional equivalent of sell or lease), the Service to a third party;
• Attempt to create a substitute or similar service through the use of, or access to, the Service;
• Use Wave Payments to export or re-export the Service or content thereon or any portion thereof, in violation of the export control Law of the United States of America; or
• Use the Service, or a component of the Service, in a manner not authorized by Wave or outside of the intended use of the Service.

2. Additional Restrictions

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

• Except as required in connection with the Service, to post, store, e-mail, upload, or scan to the Service or otherwise provide to Wave, either directly or indirectly, confidential information, including, without limitation, any third party’s payment information, or your or any third party’s social security, 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 or storing of images or scans containing such prohibited information;
• To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
• To violate, or encourage the violation of, the legal rights of others;
• For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
• To collect, or attempt to collect, personal information about users or third parties without their consent, or use such information except as necessary to use the Service;
• To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
• To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
• To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorized users;
• To alter, disable, interfere with or circumvent any aspect of the Service;
• To violate the security of Wave Payments or attempt to gain unauthorized access to the Service, or Wave's computer systems or networks connected to any server associated with Wave; or
• To attempt to reverse engineer Wave Payments or any component thereof.

3. Unauthorized or Illegal Use

You will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Wave Payments Account and your User ID and other access information (e.g. passwords, if any). You will promptly notify Wave of any unauthorized use of, or access to, the Service of which you become aware.

Wave may suspend, disable, or change your Wave Payments Account or access credentials for the Service, such as any user ID and password, at any time if Wave believes that your access credentials have been compromised, that you or someone using your Wave Payment Accounts is a threat to the integrity or security of the Service, or if Wave has another reasonable basis for doing so.

We may instruct the Bank to not authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Wave Payments users, our processor, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Wave Payments Account, your Settlement Account and any of your transactions with law enforcement.

4. Prohibited Payment Activities

You agree that you will not, and will use commercially reasonable efforts to make sure that a third party does not, use the Service in connection with the following activities, items or services:

Financial and Professional Services

Debt Collection & Credit Services. Debt collection, consolidation or reduction services; mortgage consulting; credit counseling or credit repair services; lending or lending instruments; crowdfunding.

Investment & Legal Services. Securities brokers; commodity or equity trading; real estate opportunities; bailiffs and bail bonds; bankruptcy lawyers; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm.

Money Services. Money services businesses; financial services, such as money transfers, sales of foreign currency, wire transfers, money orders, check cashing, cash advances, bill payments, loan payments, or sales of prepaid cards or mobile minutes.

Virtual Currency or Stored Value. Virtual currency or credits that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g. Bitcoin).

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Regulated, Illegal Products and Services, IP Infringement

Adult Content and Services. Pornography and other adult content (including literature, imagery and other media); any sexually-related services such as prostitution, escorts, massage parlors, pay-per-view and adult live chat; mail order brides.

Counterfeit or Unauthorized Goods. Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.

Intellectual Property / Proprietary Rights Infringement. Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without authorization from the rights holder; any product or service that infringes or facilitates infringement upon the copyright, patent, trademark or trade secrets of any third party.

Gambling. Internet gaming; lotteries; contests; sweepstakes; games of chance; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; memberships on gambling-related sites.

Regulated Products and Services. Cannabis & marijuana dispensaries and related products and services including cannabidiol (CBD) and hemp; sale of tobacco, e-cigarettes, e-liquids, bongs, vaporizers and hookahs; age-restricted products or services; internet pharmacies and script dispensers; firearms, weapons and ammunition; gunpowder, explosives and fireworks; toxic, flammable, and radioactive materials.

Substances Designed to Mimic Illegal Drugs. Sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom).

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Deceptive, Unfair, or Predatory Practices

Get Rich Quick Schemes. Investment opportunities, or other services that promise high rewards.

No-Value-Added Services. Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; businesses that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

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Products or Services that are Otherwise Prohibited

Aggregation. Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.

Court Ordered Payments. Alimony, child support, or other court-ordered payments.

Delayed Delivery. Businesses that engage in delayed delivery where the goods or services provided to the cardholder are not delivered or fulfilled within three (3) months of when the payment is processed.

Hate & Violence. Hate, violent acts or activities, discrimination or the financial exploitation of a crime.

High Risk Businesses. Online computer technical support; direct marketing of subscription offers; outbound telemarketing, infomercial businesses; door-to-door sales, telecommunications equipment and telephone sales; rebates and upsell programs; drop shipping; forwarding brokers; negative response marketing; credit and identity theft protection; pawn shops; buyers or membership clubs; psychic services; discount coupon businesses; discount medical or dental insurance plans; any businesses that we believe poses elevated financial risk, legal liability, or violates card network rules.

Multi-Level Marketing. Pyramid schemes, network marketing, and referral marketing programs.

Pseudo Pharmaceuticals. Pharmaceuticals, nutraceuticals and other products that make health claims that have not been approved or verified by the applicable regulatory body.

Real Estate Services. Distressed property sales and marketing; real estate flipping; timeshares including resales and related marketing.

Social Media Activity. Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity.

Travel Related Services. Travel agencies; tour operators; travel reservation services and clubs; airlines; cruises and timeshares.

E. Transactions

1. Accepted Forms Of Payment
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Payment Cards: Wave supports most credit, debit, prepaid or gift cards bearing Visa, Mastercard, Discover or American Express trademarks. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive authorization from the applicable issuer. You may choose not to accept cards issued by a particular Network in accordance with the Network Rules and Operating Regulations.

ACH Bank Payments: Wave permits you to accept an electronic ACH payment from a Customer’s bank account through the Service. You may not transmit to us information related to ACH Entries other than by your Customer authorizing payment by use of the Service. The Automated Clearinghouse (ACH) network is controlled and managed by member banks. When submitting payments over the ACH network, you are required to and agree to comply with the Operating Regulations for use of the ACH Network which are available on NACHA's website. Capitalized, but otherwise undefined terms in this section will have the meanings set forth in the NACHA Network Rules.

You understand and accept your role as the originator of ACH payments and you understand that your Customers’ consent is required to debit their bank account and initiate a payment over the ACH network. This consent must be in a form and manner that complies with NACHA Network Rules and Operating Regulations and the required documentation for ACH transactions. You may not send or receive, or attempt to send or receive, funds to or from a person, entity or state where such transactions violate US Law.

You authorize us and the Bank to originate ACH transactions on your behalf to your Customer’s accounts. You acknowledge that the origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of ACH transactions must comply with applicable laws, rules, and regulations, including the NACHA Network Rules and Operating Regulations. You warrant to us everything that we must warrant as an ACH originator, and you agree to hold harmless, indemnify and defend Wave and the Bank for any losses or liabilities we or the Bank may suffer or incur as a result of or in connection with your breach of such warranties and your ACH transactions, including legal fees.

You will permit us and Bank to audit, at least annually and from time to time in our or Bank’s discretion, your compliance with this Agreement, the NACHA Network Rules and Operating Regulations, and applicable law. You may originate only those of types of Entries that we make available to you as part of the Service. We may reject any Entry without liability to you and will notify you of the rejection, at which time you may reinitiate the Entry only after correcting the reason for the rejection. We and Bank are not responsible for any delay, failure, or other act or omission by the ACH Operator or your Customer’s bank in processing any Entry we transmit. 

You understand that you are responsible for:

• abiding by the terms of the ACH Debit Agreement established with your Customers (as per the Wave Payments Customers Terms of Service) and obtaining valid authorization for Entries from your Customer in a form and manner that complies with NACHA Network Rules and Operating Regulations;
• retaining, in accordance with applicable law and NACHA Network Rules and Operating Regulations and providing upon request to us and Bank, copies of debit authorizations you are required to obtain from your Customers and documentation of Entries and related transmissions;
• requesting any reversal, correction, or change to an Entry before we submit the Entry to the Bank;
• responding to and executing customer cancellation or revocation requests; and
• complying with any other rules or requirements under the NACHA Operating Rules.

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2. Payment Transactions

Payment transactions are indicated as Payment, Recurring Payment or Refund.

a. “Payment” indicates that a transaction has been initiated and when cleared the funds will be available in your Settlement Account. If Wave determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, Wave may reverse or refund the transaction at any time.

b. “Recurring Payment”. You may use the Service to receive recurring or subscription payments from your Customers. If you use the Service to submit these recurring or subscription Payments, you agree to comply with applicable Law, including clearly informing Customers in advance of submitting the initial Payment that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.

c. “Refund” indicates that a transaction has been reversed, in whole or in part, or canceled. This could be due to you issuing a refund or due to inaccurate or incomplete information about your Account, or our inability to validate the legitimacy of the payment, Customer, or you. You may contact Wave Support for more information. If a payment is refunded, the removal of an authorization on a Customer account or a return of funds to a Customer account may not be immediate and Wave cannot guarantee funds availability within a specific timeframe. You understand that as the Merchant, you will be responsible and liable for any refunds, chargebacks and returns of Payments.

d. Upon the submission of transaction information by Wave to our processor, a Customer account will be debited or credited by the Bank. You agree that the Customer’s obligation to you is treated as paid at the time of our submission of this transaction to our processor; and the resulting initiation of processing by the Bank.

After the initiation of processing by the Bank, you agree not to attempt to collect or otherwise seek payment from the Customer, because you agree that the Customer’s obligation to you has been conclusively discharged. You agree that the Customer is a third-party beneficiary of the preceding two (2) sentences.

e. At any time, generally up to ninety (90) days, or longer as defined by the Networks, from the transaction date, a transaction may be disputed by the Customer. Any such disputes resolved in favor of the Customer may result in reversal of the disputed transaction.

f. Wave reserves the right to limit or restrict transaction size or volume at any time. We will consider a variety of factors in making this decision and will make this determination at our sole discretion.

3. Payment Authorization

You authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you or your Customers may authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method Wave accepts.

You authorize the Bank to initiate electronic ACH entries to each Designated Merchant Bank Account, and to initiate adjustments for any transactions credited or debited in error.

Your authorization will remain in full force and effect until you notify us that you revoke it by contacting customer support, terminating the Service or closing your Wave Payments Account. You understand that Wave requires a reasonable time to act on your revocation, generally not to exceed five (5) business days.

Payments by Bank to you for payment transactions ("Bank Payments") are processed through the ACH network and require up to five (5) business days to clear (unless you are eligible for Instant Payout). The Bank will process Bank Payments and deposit funds to your Designated Merchant Bank Account two (2) business days after Bank Payments are verified. This means Bank Payments could be deposited into your Designated Merchant Bank Account as early as two (2) business days and as long as seven (7) business days.

In some cases, we may deposit funds to your Designated Merchant Bank Account before the Bank Payment is verified. If your Bank Payment is settled to your Designated Merchant Bank Account before it is verified, the Bank Payment is at risk of returning after you receive the funds. If you are shipping products, you may choose to wait until the payment is verified before fulfilling your customer’s order. Typically, Bank payments are considered to be verified if a return is not received within five (5) business days of the original sale, but we cannot guarantee that a return will not be received at a later date.

4. Payout Schedule

Unless you are eligible for Instant Payout, funds settled to your Settlement Account (exceeding any required Reserve) will be transferred by the Bank to your Designated Merchant Bank Account according to the transfer schedule displayed in the Service. Regardless of the transfer schedule and mechanism, the Bank will transfer funds to the Designated Merchant Bank Account no more than thirty (30) days after funds settle to the Bank, subject to any Reserve imposed, as described in the Reserve section of this Agreement and any set-off rights we or the Bank may have against such funds. Neither the Bank nor Wave shall have any liability for refunds, reversal or returns of transactions.

Settlements by the Bank to your Designated Merchant Bank Account may be limited or delayed based on your perceived risk and history with Wave. We will consider a variety of factors in making this decision and will make this determination at our sole discretion. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Wave's sole discretion.

If you select Instant Payout for payment of funds settled to your Settlement Account, then the Bank will transfer funds to your Instant Payout Account.

Should Wave need to conduct an investigation or resolve any pending dispute related to your Settlement Account or the Service provided to you, Wave or the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by Law or court order, or if otherwise requested by law enforcement or governmental entity.

5. Transaction Limits

For receiving payments, the following limits apply:

• $1,000,000 per transaction

These limits may be changed and additional limits may be added at any time. Your limits may also be adjusted based on history and other factors. We, in our sole discretion, may impose limits on the dollar amount, number and/or the frequency of payments that you can receive using the Service. We may decline any payment exceeding these limits.

6. Instant Payouts

Merchant Eligibility. If you are using Wave Payments, Wave enables Instant Payouts automatically when you become eligible. Wave determines eligibility based on a series of criteria, and no additional signup is required. When you become eligible for Instant Payouts, Wave will notify you by email through the email address registered with your Wave account. 

Payment Eligibility. Instant Payout is available for invoices paid by credit card and bank payment. Even if you are eligible for Instant Payouts, not all invoice payments will qualify. Wave automatically determines eligibility based on a number of factors. If you receive a payment and do not see an available Instant Payout balance, the amount will be paid out following the normal processing time. Based on eligibility, some bank payments may be delayed and subject to normal processing times which means you will not have access to the Instant Payout balance until the funds clear. 

Fees. A 1% Instant Payout fee is applied to the amount you withdraw from your available balance. The Instant Payout fee is in addition to other Wave Payments processing fees. 

Setup. To set up Instant Payouts, you must link an account by entering your debit card details. This debit card does not need to be linked to the Designated Merchant Bank Account you use for Wave Payments. You can update your debit card details at any time. The debit card number is required because Wave uses card networks to push funds to your bank account instantly. This is different from how regular payouts are sent to your Designated Merchant Bank Account using your account number. Not all debit cards are supported. 

Processing Payouts. The minimum withdrawal amount is $25. You need to have a minimum balance of $25 available to you. 

Most banks support instant funding and you can typically expect to see funds in your bank account within a few seconds, up to 30 minutes. Deposit times may vary due to processing cutoff times or third party delays. 

Every day at 8 p.m. Eastern, Wave processes all payments received in the last 24 hours. Once payments are processed, if they qualify for instant payouts, you will have until 3 p.m. Eastern the following business day to pay out your available balance. The only exception would be if you receive a payment anytime after 8 p.m. Eastern on a Thursday. Since payments are not processed on weekends, you will have until 8 p.m. Eastern on Sunday to accept the Instant Payout balance available to you.

If you choose not to withdraw your available Instant Payout balance, or if the balance is no longer available, it will be paid out following the standard payment processing timelines. 

Scheduling Payouts. You have the option to set your Instant Payouts on an automated acceptance schedule. If you have received payments from your customers that contribute to your available Instant Payout balance, Wave will send your money to you automatically at your pre-set scheduled hour. You can choose limits to set the maximum that is paid out on a daily basis. 

Scheduling your Instant Payouts doesn’t take away from your ability to manually accept them. If you have an available balance and need the funds right away but you haven’t reached the scheduled time yet, you can still manually accept the Instant Payout to receive your money.

F. Roles and Responsibilities

1. Wave’s Role

Wave provides data processing services for Merchants. Wave is a Payment Service Provider (“PSP”), not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined by the United States Department of Treasury.

As a PSP, Wave collects, analyzes and relays information generated in connection with payments between Customers and Merchants. you authorize Wave to provide this information to the Bank in order for the Bank to facilitate payments from Customers to you through the Networks. As a result, the Bank - and not Wave - actually conducts the settlement of payment transactions to you. Wave does not at any point hold, own or control funds in connection with the Service, nor does Wave transmit money or monetary value. In connection with the Service, Wave does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Customers and Merchants.

In order to act as a PSP, Wave must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

2. Merchant Services Agreement

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive more than $1,000,000 in Visa payments or $1,000,000 in Mastercard payments in a twelve (12) month period. By accepting this Agreement (by “click through” or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legally binding contract between you, on the one hand, and, if applicable, Worldpay, LLC and its designated member bank.

3. American Express

If you have either: (1) $1,000,000 or greater in American Express charge volume in a period of twelve (12) consecutive months, or (2) greater than $100,000 in American Express charge volume in any three (3) consecutive months, then you will be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.

4. Network Rules and Regulations

You also agree to comply with the Networks’ regulations and rules applicable to merchants. The Networks make excerpts of their respective Operating Regulations available on their websites (including usa.visa.com, mastercard.com, americanexpress.com/merchantopguide, discover.com and nacha.org).

5. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Customer, payment cancellations, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Wave. If your Customer’s payment is rejected or returned for any reason, Wave will not be liable for any fees, including a nonsufficient funds (“NSF”) fee, that you may choose to charge your Customer. Wave does not permit a Merchant to charge a Customer an electronic NSF fee through the Service. You will cooperate with Wave to assure that Customers have access to clear customer service information, including an active customer service email address or telephone number.

6. Refunds Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Wave Payments Account in accordance with this Agreement and the Operating Regulations.

The Operating Regulations require that you:

• maintain a fair return, cancellation or adjustment policy;
• disclose your return or cancellation policy to Customers at the time of purchase;
• not give cash refunds to a Customer in connection with a payment card sale, unless required by Law; and
• not accept cash or any other item of value for preparing a payment card sale refund.

The amount of the refund or adjustment must include all taxes required to be refunded and must not exceed the original sales total except for any reimbursement to the customer to cover shipping costs for the return of merchandise.

You may process refunds and adjustments through the Service at any time. These refunds and adjustments are subject to this Agreement and the Operating Regulations. If your Settlement Account balance is insufficient to cover the refund, you authorize Wave to process a request to the Bank to withdraw sufficient funds from your Designated Merchant Bank Account to make the credit back to your Customer’s account.

Your refund policies must be the same for all payment methods. When processing a full refund, Wave will refund the Fees for the transaction so your Customer receives the full purchase amount. If your refund policy prohibits returns or your Customer is dissatisfied with your refund policy, the Customer may chargeback the payment.

7. Merchant’s Liability for Chargebacks and Returns

You are liable for all chargebacks and returns, whether or not the chargeback or return complies with the Operating Regulations. The amount of a payment may be charged back to you and deducted from your Settlement Account or Designated Merchant Bank if:

• it is disputed by a Customer;
• it is reversed for any reason;
• it was not authorized or we have any reason to believe that the transaction was not authorized; or
• it is unlawful, suspicious, or in violation of the terms of this Agreement.

8. How Wave Handles Chargebacks and Returns

In the event of a disputed transaction, Wave will issue a request to the Bank to withdraw funds from your Settlement Account or Designated Merchant Bank Account for the amount of any chargeback or return and any associated Fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Settlement Account or Designated Merchant Bank Account, we will have the remedies set forth in the “Our Set-off and Collection Rights” section of this Agreement. If you have pending chargebacks or returns, the Bank may delay or reduce payouts to you.

If Wave reasonably believes that a chargeback or return is likely with respect to any transaction, we may instruct the Bank to withhold the amount of the potential chargeback or return from payments otherwise due to you under this Agreement until such time that:

• a chargeback or return is assessed due to a Customer's complaint, in which case the Bank will retain and refund the funds;
• the period of time under applicable Law or Operating Regulation by which the Customer may dispute that the transaction has expired; or
• we determine that a chargeback or return on the transaction will not occur.

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If we determine that you are incurring an excessive amount of Chargebacks or returns, Wave or the Bank may establish controls or conditions governing your Settlement Account and Service, including without limitation, by

• assessing additional Fees;
• creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees;
• delaying payouts; and
• terminating or suspending the Service or closing your Wave Payments Account.
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We may be required to report your name to one or more of the Networks if you experience excessive chargebacks or excessive returns, and you waive any claims you may have as a result of such reporting. You will assist us when requested, at your expense, in the investigation of any transactions you have processed through the Service. To that end, you permit us to share information about a chargeback or return with the Customer, the Customer's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We may request necessary information from you to contest the chargeback or return. If the chargeback or return is contested successfully, we will instruct the Bank to release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the chargeback or return, Wave may recover the chargeback or returned amount and any associated Fees as described in this Agreement. Your failure to assist us in a timely manner when investigating a transaction, including providing us the necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating such disputes.

9. Our Set-off and Collection Rights

To the extent permitted by Law, the Bank may set off against any balances in your Settlement Account and your Designated Merchant Bank Account, or against any amounts due to you, for any obligation, you owe us under this Agreement, including without limitation any chargebacks or returns. All Fees are charged at the time of transaction processing and are first deducted from the transferred or collected funds and thereafter from your Settlement Account and then from your Designated Merchant Bank Account. If you do not have sufficient funds in such accounts, the Bank may collect from any funding source associated with your Settlement Account, from any other account under your control, or from any funding source associated with such other account, including but not limited to any funds:

• deposited by you;
• due to you under this Agreement; or
• available in your bank account, or other payment instrument registered with the Bank.
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Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement. Except as otherwise provided in the Arbitration Provision, You will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1.5%) per month (which corresponds to a nominal annual interest rate of 18%) or the highest rate permitted by Law. At its discretion, Wave may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone to the current contact information that Wave has on file with respect to You. Such communication may be made by Wave or by anyone on its behalf, including but not limited to a third-party collection agent.

10. Dormant Accounts

If there is no activity in your Settlement Account (including access or payment transactions) and the Bank has been unable to transfer the funds to your Designated Merchant Bank Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We may give you the option of keeping your Settlement Account open, requesting a transfer to a Designated Merchant Bank Account, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Settlement Account and the Bank will escheat your funds in accordance with applicable Law.

G. Termination

1. Your Right to Terminate

You may terminate the Service at any time by either: 1) Contacting customer support and requesting that we disable your account; or 2) Turning off the ability to accept payments in the “Settings” section of your account. If you elect to turn off the ability to accept payments in your account, you may turn on the ability to accept payments in the “Settings” section of your account at any time. Your termination of the Service will automatically result in the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

2. Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate the Service without terminating your other Wave services. We may also suspend your access to the Service and instruct the Bank to suspend access to your Settlement Account (including the funds in your Wave Payments Account) if you:

• have violated the terms of Wave’s policies, this Agreement, or the Network Rules;
• have been reasonably deemed to pose an unacceptable credit or fraud risk to us; or
• have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct.

3. Termination

If your Wave Payments Account is terminated for any reason, you agree:

• to continue to be bound by this Agreement, including the Arbitration Provision;
• to immediately stop using the 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 Wave Payments 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 Wave Payments Account data, or export of your information or Wave Payments Account data.

4. Automatic Termination

This Agreement terminates automatically if a Network de-registers Wave, or if Bank ceases to have a customer relationship with each of the Networks or a valid license to use the Networks' marks, as required by Network Rules.

5. Effect of Termination

Upon termination of this Agreement for any reason, (i) you will cease using the Service, (ii) any funds held for you by the Bank at the time of termination of the Service, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Wave Payments Account as a means of evading your payout schedule).

If an investigation is pending at the time you close your Wave Payments Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you. If this Agreement is terminated by Wave as provided by this Agreement or Merchant is suspended thereunder, Wave will not be liable to Merchant in respect of any claim relating to loss of business or effect upon Merchant’s credit rating.

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

H. Security and Privacy

1. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

2. Wave’s Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the Wave Security Team at security@waveapps.com. You also agree not to disclose the issue until Wave has addressed it, unless otherwise required by applicable Law.

3. Security Breach

Subject to your obligations of confidentiality or a duty to restrict dissemination of proprietary information arising from third party relationships or as otherwise imposed by Law, you will promptly notify Wave as soon as commercially reasonable upon learning of any suspected or actual security breach, unauthorized disclosure, compromise of privacy involving Cardholder Data or the actual loss or theft of any such personal information.

4. Cardholder Data Security

With respect to any Cardholder Data received, accessible, or accessed by Merchant, Merchant will comply with applicable Law regarding the use of non-public personal information and the requirements of Wave’s Privacy Policy as amended from time to time. Further, Merchant (i) will not use any Cardholder Data for any other purpose other than those contemplated hereunder, (ii) has and will maintain reasonable and appropriate measures to protect the security and confidentiality of such Cardholder Data, and (iii) will not, directly or through an affiliate, disclose or permit the disclosure of any Cardholder Data to any other person that is not an affiliate or service provider, or an employee or agent of any such party with a demonstrable need to know such Cardholder Data in order to fulfill the obligations hereunder. Merchant will take all available steps and precautions to prevent fraud, theft and/or misappropriation of Cardholder Data.

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the Wave API, you must comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with the Operating Regulations, or when asked by Wave to do so. You may use only PCI-compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable Laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your Customer, you may not retain, track, monitor, store, disclose or otherwise use Cardholder Data except for the transaction for which it was given.

I. Representations and Warranties; Disclaimers

1. Mutual

Each party hereby represents, warrants and covenants to the other party that:

• Its obligations under this Agreement are valid, binding and enforceable in accordance with the terms and conditions set forth herein;
• It has the full legal right and authority to enter into and implement this Agreement in all respects, and the execution and performance of this Agreement does not violate, or conflict with any other contract or agreement to which it is a party, or by which it is bound, and that the person accepting the terms of this Agreement has complete authority to bind it to this Agreement; and
• It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority adequate for executing, delivering, and performing its obligations under this Agreement.

2. Merchant Representations and Warranties

You represent and warrant to us that:

• you are eligible to register and use the Service;
• the name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
• any payment transaction submitted by you will represent a bona fide sale by you;
• any payment transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer;
• you will fulfill all of your obligations to each Customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Customer;
• you and all transactions initiated by you will comply with all federal, state, and local Law applicable to your business, including any applicable tax laws and regulations and the Operating Regulations of the applicable Network;
• except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
• you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
• you have obtained all necessary consents from each Customer with respect to your and our use (as permitted herein or by applicable Law) of any contact and identifying particulars relating to name, location, address, email, phone, bank accounts, corporate officers, business names, billing descriptors and customer contact information (“Customer Information”) and that: (i) such Customer Information is true and correct; and (ii) that you may be contacted by Customers at the address(es) given for such purpose;
• You will keep such Customer Information updated and correct during the course of this Agreement; and
• your use of the Service will be in compliance with this Agreement and applicable Law.

3. Disclaimers

Wave makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Wave or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Wave does not have control of, or liability for, goods or services that are paid for with the Service.

Wave makes no representations that the Service is appropriate or available for use outside the United States. Those who access or use the Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable United States and local Law, including but not limited to export and import regulations.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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 SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE 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 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.

J. Limitation of Liabilities and Damages

1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVE, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAVE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

2. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAVE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA , REVENUE, BUSINESS OPPORTUNITIES, INCONVENIENCE, AND OTHER INTANGIBLE LOSSES OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, THAT RESULT DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER NO CIRCUMSTANCES WILL WAVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

K. Indemnification

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

• Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
• your wrongful or improper use of the Service;
• Any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
• your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
• your violation of any Law of the United States or any other country; or
• Any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.

L. Electronic Communications

1. Electronic Delivery

By accepting this Agreement, you agree and give consent that Wave can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by Law and other information related to your Wave Payments Accounts electronically, by email sent to the address listed in your Wave Payments Account registration, by emailing you a link or instructions on how to access them on a website, or (if permitted by Law) by posting them on our website. Communications include, but are not limited to:

• agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
• annual disclosures;
• transaction receipts or confirmations;
• communication in relation to delinquent accounts (which may also be by phone, and may be made by Wave or by anyone on its behalf, including a third party collection agent);
• Wave Payments Account statements and history; and
• federal and state tax statements.
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You can access the electronic version of IRS Form 1099-K by logging into your Wave account, selecting “Reports” from the menu that appears on the left, and selecting “Form 1099-K” under the “Taxes” section.

2. Effect of Electronic Communications

Any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within twenty-four (24) hours of the time they are emailed to you or posted to our Site. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature. By agreeing to this Agreement, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Wave Payment Account at a later date.

3. How to Withdraw Your Consent

At any time, you may withdraw your consent to receive electronic Communications, as outlined in our Privacy Policy, by contacting our Customer Support Team. If you choose to withdraw your consent to receive electronic Communications, Wave may restrict or close your Wave Payments Account, or charge you additional fees for paper copies.

You may withdraw your consent to receive Form 1099-K electronically, independently of your consent to receive electronic Communications in general, by contacting us as described above. When you opt out of electronic delivery, you will receive the form by mail. You will continue to receive all other Communications electronically, but we will send Form 1099-K to you by U.S. mail, free of charge. The withdrawal of consent will apply to the delivery of any electronic copies of Form 1099-K in the future. Once the withdrawal request has been received, Wave will confirm receipt of the request and the effective date of the withdrawal. If you want to resume receipt of electronic copies of Form 1099-K, contact our Customer Support Team.

4. Requesting Paper Copies of Electronic Communications

You may request a paper copy of any Communication we send you within one hundred and eighty (180) days of the original send date, by contacting us as described above. We will send the paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Wave Payment Account. You understand and agree that Wave may charge you an exception fee for each paper copy of a Communication.

Wave will not charge a fee if you request Form 1099-K in paper form.

5. Updating Your Contact Information

You are responsible for ensuring your contact information is kept up to date, including without limitation your primary email address. You understand and agree that if Wave sends you an electronic Communication but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Wave will be deemed to have provided the Communication to you. If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Wave to your email address book so that you will be able to receive the Communications we send to you.

You can update your contact information at any time by logging into your Wave account, selecting “Your Profile” from the dropdown menu that appears when you click the down arrow next to “Account” at the top right of the screen, and entering your up-to-date information. If your primary email address becomes invalid such that electronic Communications sent to you by Wave are returned, Wave may close your Wave Payments Account, and you will not be able to transact any activity using your Wave Payments Account until we receive a valid, functional primary email address from you.

M. Miscellaneous

1. Governing Law

Except as otherwise 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 state in which you accepted this Agreement.

2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Wave Payments Terms of Service, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave Payments, and it supersedes all previous communications, representations, or agreements, either oral or written, between You and 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. You may not assign card receivables or proceeds due to you under these terms to any third party.

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 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 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.

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 Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. In addition, the following provisions will survive the expiration or termination of this Agreement: (Limitation of Liability); (Indemnification); (Electronic Communications); (Arbitration Provision); (Miscellaneous).

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.

7. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. A waiver shall only be effective in writing executed by the party granting the waiver. Other than as expressly stated herein, any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8. Force Majeure

Wave will be under no liability to the Merchant for, and is excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its control, including, but not limited to, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, acts of third parties outside of Wave’s control, natural disasters or significant changes in the ability of Wave to offer the Service in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Networks, and/or Bank, and/or governmental authorities.

9. Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

Overview of this Agreement

These Wave Payments Terms of Service (this “Agreement") constitute a legal agreement between you (“Merchant”, “User,” “You” or “Your”) and Wave Financial USA Inc. (“Wave”, “We," “Our” or “Us”) and govern your access to and use of Wave’s payment services (the “Service” or “Wave Payments”). 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 Wave Payments.

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.

PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE PAYMENTS. 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.

Definitions

All defined terms in this Agreement will have the meaning assigned to them below or 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.

"Bank" means Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH.

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and security code also known as the CVV or CVC.

"Customers" means third parties who purchase goods or services from you and provide payment through the Service.

"Laws" means laws, rules and regulations.

"Network Rules" means the rules, standards, regulations, practices, and interpretations of any Network or related bodies, including but not limited to the PCI Security Standards Council.

"Networks" means Visa, Mastercard, American Express, Discover, and other payment card networks, and the Automated Clearing House (ACH) Network.

“Operating Regulations” means the guidelines, by-laws, operating regulations and all other rules, policies, and procedures of the Networks supported by Wave including the payment card network operating rules for Visa, Mastercard, Discover, or American Express networks; and the NACHA operating rules governing the ACH network.

"Service" or "Wave Payments" means the payment processing service provided by Wave as described in this Agreement.

"Wave Payments Account" means the account that you must apply for when you register to use the Service and through which you access the Service.

"Wave TOU" means Wave's Terms of Use that applies to all Services offered by Wave.

A. The Wave Payments Service

1. General

This Service allows you to accept, from Customers, card payments initiated with cards bearing the trademarks of Visa, Mastercard, American Express, Discover, and other payment card networks, and electronic bank account payments over the Automated Clearing House (ACH) Network. To facilitate your receipt of payment, Wave initiates the payment process by providing information to a payment processor. Wave is not a bank, a money services business, or a payment processor and will not hold funds from a payment transaction at any time. The payment processor relays the information to the Bank. The Bank’s obligation to pay you, as the Merchant, is subject to: (a) the Bank's agreement with Wave, and (b) the Operating Regulations of the applicable Network. Wave is entering into this Agreement on behalf of and as an agent of the Bank.

2. Applying for an Account

The Service is offered to persons in the United States operating a business selling goods or services. To use the Service, you must register with Wave to apply for a Wave Payments Account. You may apply as an individual (sole proprietor) if you are at least eighteen (18) years old, or as a company or other business entity. If you apply as a company or other business entity, you must provide information about the business, as well as information about your beneficial owners or principals of the business and you (meaning the individual registering on behalf of the business or nonprofit organization) must be authorized to act on behalf of the business. In the event that the business changes ownership, the new owner will need to register and apply for their own Wave Payments Account and cannot take over an existing account. By applying for a Wave Payments Account, you represent and warrant that you are applying on your own behalf (if you are applying as an individual or sole proprietor), or that you are applying on behalf of a business or nonprofit organization and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by such business or nonprofit organization.

a. Information Collected. During the application and registration process, Wave collects information about the business owners, including (at a minimum) their name, address, date of birth, Social Security Number (SSN), business name, Employer Identification Number (EIN), business address, telephone number, and website. Such information is collected in accordance with our Privacy Policy.

b. Additional Information. Wave is required by Law to obtain, verify and record information that identifies each person who opens a Wave Payments Account. Wave may request additional documentation for identity verification as required or permitted by Law at any time and you agree and consent to provide said documentation upon request. This documentation may include, but is not limited to: (a) government-issued identification (such as a passport or driver’s license), (b) business license, (c) organizational documents, such as articles of incorporation, and (d) additional information for underwriting and other purposes as set forth below.

c. Who May Obtain the Service. Only businesses (including sole proprietors) and nonprofit organizations may register for the Service. You must be either: (a) a United States citizen, (b) a legal permanent resident of the United States, or (c) an authorized United States business or non-profit organization having a physical presence in the United States. You must have a valid United States bank account. You may not use the Service if you are an entity blocked or denied by the United States government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

d. Charitable Organizations. If you operate a charitable organization, you may use Wave to accept payments by registering as a Merchant. It is the responsibility of the Merchant and specifically not Wave, to appropriately classify the organization and transactions, issue any required reports and receipts, and make any required tax or other filings. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Wave specifically disclaims any liability in this regard. We may require you to submit proof such as your Internal Revenue Service ("IRS") determination letter to verify your tax-exempt status.

3. Verification & Accuracy

You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service and, at our option, close your Wave Payments Account. You agree to immediately notify us if you discover that any information that you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time.

You agree and consent to Wave verifying the accuracy of any information you provide, either directly or through inquiry of third parties such as credit bureaus, credit reporting agencies, or other third parties (including but not limited to telecommunication and utility providers), when you apply for a Wave Payments Account and through your use of your Wave Payments Account. You agree and consent to Wave obtaining a consumer report on you from a consumer reporting agency or credit bureau to determine if you meet eligibility requirements. You also authorize Wave to periodically obtain additional credit reports to determine whether you continue to meet the requirements for the Service.

4. Underwriting and Sharing Information

Wave may share some or all of the information about you, your website and business, your use of this Service, and your transactions with our partners and service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Wave, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that Wave, its partners and service providers (and their respective affiliates, agents, subcontractors and employees) are permitted to conduct monitoring of your Merchant website and payment transactions. The Networks may use your name, address, and website address (URL) in any media from time to time in lists of Merchants published by the Networks. At any time, Wave, its processor or its other partners may conclude that you will not be permitted to use the Service.

You agree that Wave is permitted to contact banks and other financial institutions, your customers or your customers' banks and obtain information, as permitted by applicable Law, about the business applying for the Service, the business owners or principals and accounts held by the business, business owners or principals. Wave may share information about you in accordance with our Privacy Policy. This includes sharing information:

• For regulatory or compliance purposes;
• For use in connection with the management and maintenance of the Service;
• For the maintenance of customer records about you and to assist us in better serving you; and
• To conduct Wave’s risk management process.

B. Merchant Obligations

1. Product Obligations

Merchant is solely responsible for the promotion, marketing and support of its products and services. Merchant’s promotional and support materials will accurately describe the products and services and their use in all material respects. Merchant also will provide commercially reasonable support to Customers and post customer service information prominently on its website. Merchant will be responsible for providing and solely liable for the content of all technical and product information for Customers for its products and services. Merchant is solely responsible to provide warranty, maintenance, technical or product support services for its products and services.

2. Disclosure of Refund Policies

Merchant shall, during the transaction for which a Refund may be sought, inform Customers of its refund policy and procedures upon checkout, including any RMA (Return Merchandise Authorization) required and fees assessed. Merchant is responsible for any charges or costs incurred by reason of refund, such as shipping fees. Merchant’s refund policy will be in compliance with all relevant Network rules and applicable Law and there shall be no differentiation in the treatment of refunds between various credit card networks.

3. Invoicing to End-User Customers

Where an invoice is required to be delivered in the name of the Merchant, Merchant shall ensure that a legitimate electronic version is issued promptly.

4. Precedence

In the event of any inconsistency between this Agreement and the standards and regulations issued and as revised from time to time by any relevant Network, such standards and regulations shall take precedence over this Agreement. The standards and regulations of the Networks, such as Mastercard, Visa and American Express, are expressly included, details of which may be accessed at the websites for each.

5. Network Standards

Network Rules for Merchant’s credit card acceptance policies and procedures may require Merchant to make changes to their website and general practices to ensure that they are in compliance with Network standards, including the use of their marks. Merchant will permit Wave to monitor its general activity and use of such marks. You may only use payment network trademarks or service marks consistent with the Network Rules, and the Network Rules also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards. The Network Rules state that you may only accept payments using payment cards for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. The Networks may amend the Network Rules at any time without notice to you, and Wave reserves the right to change the Service at any time to comply with the Network Rules. We may share with the Networks (and the Bank) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code. Networks have the right to enforce any provisions of the Network Rules and to prohibit you or Wave from engaging in any conduct such Network determines could injure or create a risk of injury to the Network. Merchant may not take any action that could interfere with or prevent the exercise of this right by the Network.

6. Merchant Covenants

Merchant acknowledges and agrees:

• a. To comply with all applicable Network Rules, best practices and guidelines, and PCI standards and requirements as amended from time to time. To the extent applicable to Merchant, Merchant will also comply with American Express Data Security Requirements.
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• b. To comply with all applicable Law in connection with the conduct of Merchant's business and in connection with its performance of its obligations under this Agreement.
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• c. That the relevant Network is the sole and exclusive owner of its marks.
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• d. Not to contest the ownership of any relevant Network marks.
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• e. To accept the responsibility to continue to review and be bound by Network Rules as published on the Network websites including relevant best practices and guidelines in order to determine whether any amendments or changes have occurred.
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• f. To accept that Networks have the right to enforce such provisions against Wave and the Merchant including the right to prohibit Merchant from engaging in any conduct that any Network in its sole discretion deems likely to injure or cause risk of injury to it or its reputation or that may adversely affect the integrity of the credit card interchange system or confidential information as defined in the Network Rules. Merchant further agrees not to take any action that could interfere with or prevent the exercise of such right by any Network.
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• g. That Networks or Bank may terminate or suspend at their own discretion and without notice or penalty, Merchant’s participation in the Service and/or Merchant’s use of Network marks.
  
  
• h. That the practices, rules, terms and conditions of the payment industry and Network Rules are under constant evolvement and development and that the provision of the Service is strictly conditional on the Merchant agreeing to be bound thereby.
  
  
• i. That with respect to any security obligations including PCI requirements, Wave will not be liable to Merchant, Customer or any other party for any malicious, intentional or unintentional loss, disruption, corruption, redirection, interception or interruption of any transaction or flow of data including Customer data that occurs outside the scope of the Service.
  
  
• j. That charging your Customers a fee to pay with a card or other payment method is prohibited in some, but not all, states and must be done in compliance with applicable Law and the Operating Regulations of each Network.
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• k. To ensure data quality and that transaction data and customer information is processed promptly, accurately and completely and complies with Network Rules.

7. American Express

Merchant agrees to comply with the American Express Merchant Operating Guide requirements, which are incorporated into this Agreement by reference as if they were fully set forth in the Agreement. The American Express Merchant Operating Guide may be viewed at: www.americanexpress.com/merchantopguide.

Additionally, Merchant agrees to the following: (1) If Merchant’s Estimated Annual Charge Volume becomes $1,000,000 USD or greater, Merchant will become a direct card-accepting Merchant under the standard American Express acceptance program and cease to be a Merchant under Wave with regard to American Express. As a direct card-accepting Merchant, Merchant will be bound by American Express card acceptance agreement and American Express' discount and other fees and assessments shall apply; (2) Merchant warrants that it does not hold third party beneficiary rights to any agreements between Wave and American Express and at no time will attempt to enforce any such agreements against American Express; and (3) Merchant confers on American Express third party beneficiary rights, but not obligations, to the Merchant’s agreement with Wave that will fully provide American Express with the ability to enforce the terms of the Merchant Agreement against the Merchant. You have a right to opt out of marketing communications from American Express by contacting Wave. American Express may use the information obtained in your application for the Service to screen and/or monitor you in connection with card marketing.

8. General Business Information

Merchant shall maintain and make available at all times to Wave and End-User Customers including through its main website accurate details of its full geographic addresses, business names, including complete telephone and email contact details, customer support details, together with its delivery, refund and privacy policies and all such other information that may be required by law and/or Card Association rules.

9. Reporting

You will promptly provide to Wave and Bank, upon request, all information reasonably requested regarding you or your business, including but not limited to: the current address of each of your offices, any "doing business as" (dba) names used by you, and a complete description of goods sold and services provided to your Customers. To the extent allowed by applicable Law, Wave or Bank may provide such information and any other information about you to any Network upon request.

10. Responsible Party

Merchant will hold itself out as the sole responsible party vis-а-vis Customers in relation to the Merchant's products and services and/or their functionality, and Merchant will in no manner represent that Wave is a guarantor or responsible party for those products or services, or otherwise involve Wave in a Customer or other third party dispute relating to the transaction, delivery or functionality of a product or service.

11. Credit Card Transactions
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• Prior authorization must be obtained for recurring charge orders.
• Card transactions passed by Merchant shall represent a bona fide sale or rental of merchandise or services that have not previously been submitted.
• Merchant may not pass any transaction that it has notice or knowledge of being fraudulent, illegal or unauthorized, or intercept any transaction data.
• Merchant may not add any improper or invalid tax to a transaction, nor make any alteration to the transaction information without the authorization of the respective cardholder, or provide incomplete or misleading information relating to a transaction.
• Except to the extent permitted by Network Rules, Merchant shall not charge for products unless they have already been shipped or provided.
• Unauthorized, irregular, fraudulent charges, or charges made on a non-valid card, or excessive charges beyond stated price, payment for undelivered products or charges issued through hacking are not collectible and shall remain the full responsibility of Merchant.
• Unless required by Law, Merchant may not process any transactions or receive any payments on behalf of another party or redirect any payments to another party.

12. Disclosure of Information and Investigations

Merchant shall provide full and unrestricted disclosure within forty-eight (48) hours with respect to any written request by Wave relating to the investigation of any single or mass refund request, Chargeback, suspected fraud matter, unauthorized or unlawful transaction, money laundering and/or criminal offence, or any other documentation or information required by Wave, any Network or Bank. Such disclosure shall include but not be limited to the identity of any contracting parties, transaction records, bank records and other financial information relating thereto, and Merchant shall provide such further disclosure and assistance as may be reasonably required by Wave and/or its processors, acquirers and any relevant law enforcement authorities in order to properly investigate such matters.

C. Accounts

1. Settlement Account

You authorize the Bank to hold, receive, and disburse funds on your behalf. You authorize Wave to instruct the Bank on the manner in which your card transaction settlement funds should be disbursed and the timing of such disbursements, all in accordance with this Agreement. Any funds held by the Bank on your behalf will be referred to as your “Settlement Account,” but such funds are held by the Bank and commingled with other Merchants’ funds in one or more pooled accounts. These pooled accounts are established in the Bank’s name for this purpose. Creation and maintenance of pooled accounts are done at the sole discretion of the Bank. Wave has no ownership or control, and no right, title or interest in any account in which Merchant funds are held.

Funds associated with your Settlement Account will be held by the Bank, separate from any account used for Wave’s corporate funds. Wave will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds held by the Bank in association with your Settlement Account. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in the Settlement Account or Reserve (defined below).

You have no right to direct the funds in the Settlement Account through communications or directions to the Bank, and you may not assign any interest or grant any security interest or lien in the Settlement Account, except as provided in this Agreement.

Your authorizations set forth herein will remain in full force and effect until your Wave Payments Account is closed or terminated.

If you carry a negative balance in your Settlement Account for an extended period of time (as determined by Wave or the Bank at their discretion), we or the Bank may close your Settlement Account, we may terminate the Service provided to you and we may pursue legal action or other collection efforts.

2. Designated Merchant Bank Account

You will be required to maintain and provide information regarding a valid United States bank account (“Designated Merchant Bank Account”), and you must authorize us and the Bank to debit or credit the Designated Merchant Bank Account for amounts owed to you or by you in connection with the Service. We and the Bank have the right to deduct funds from the Designated Merchant Bank Account to cover any amounts owed by you to either of us.

You also have the option to request to receive funds from card transactions by "Instant Payout." To receive funds through Instant Payout, you must provide Wave with a debit card. Funds will be transferred to you as set forth in Section E.4 to the bank account associated with that debit card (the "Instant Payout Account"). The Instant Payout Account may or may not be the same as the Designated Merchant Bank Account. We and the Bank have the right to deduct funds from the Instant Payout Account via ACH or through charging the debit card to cover any amounts owed by you to either of us. See Section E.7 for more information.

3. Reserve

At any time and from time to time, we or the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Settlement Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We or the Bank may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us or the Bank to cover anticipated chargebacks on a Network and returns or disputes on the Automated Clearinghouse (ACH) network, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Wave or the Bank, in their sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you, or otherwise as Wave or its processor or the Bank may determine or require.

If you do not have sufficient funds in your Reserve, the Bank may fund the Reserve from any funding source associated with your Settlement Account, including the Designated Merchant Bank Account or any amount Bank owes you, including but not limited to any funds:

• Credited to you or your Settlement Account, Designated Merchant Bank Account or any other funding source associated with your Settlement Account;
• Due to you under this Agreement; or
• Available in any account, or other payment instrument registered with us.
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You agree to provide the Bank with a completed agreement for ACH debits, in the form requested by the Bank.

In the section headed “ACH Debit Agreement” (below), you provide Wave with your authorization for Wave to initiate ACH debits from the Designated Merchant Bank Account.

You grant us a security interest in the funds in your Settlement Account, including any Reserve, and those funds will be available to Wave for the amounts you owe to us. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Settlement Account or the Reserve. This security interest survives for as long as there are funds in your Settlement Account or Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by Law. You irrevocably assign to us or the Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

4. Our Fees

Wave will provide the Service to you at the rates and fees (“Fees”) described in the Fee Disclosure Box, the Pricing Page, which is incorporated into this Agreement, and as set out below. The Fees include charges for transactions (such as processing a payment) and for other events connected with your Wave Payments Account (such as handling a disputed charge). You agree to pay our Fees for use of the Service. The Bank withholds these Fees from amounts due to you from your payment transactions, and the Bank remits such Fees to us. These Fees are netted by the Bank against other funds due to you or debited by the Bank from your Settlement Account or your Designated Merchant Bank Account.

Other fees are outlined below.
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5. Change in Fees

Subject to the terms of this Agreement, we reserve the right to change our Fees at any time by notifying you at least thirty (30) days in advance of the change. By continuing to use the Service after being notified of a change, you consent to the change in Fees. To withdraw your consent, you must discontinue using the Service. All Fees, charges, and payments collected or paid through the Service are in U.S. dollars.

6. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting any Taxes to the appropriate tax authority. Wave is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from your use of the Service.

Wave or the Bank will report payments and other information related to this Service to regulatory or government authorities as required by Law. For example, Wave or the Bank will report to the IRS on Form 1099-K as required by Law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

D. Use Restrictions

1. Restricted Use

You will not, and will use commercially reasonable efforts to make sure a third party engaged by you or acting on your behalf does not:

• Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
• Use the Service to handle, process or transmit funds for any third party;
• Abuse the payment system or violate the Operating Regulations, in the reasonable opinion of the Networks or Wave;
• Transfer funds between bank accounts held in the same name;
• Use the Service to process cash advances;
• Sell, resell, or lease (or the functional equivalent of sell or lease), the Service to a third party;
• Attempt to create a substitute or similar service through the use of, or access to, the Service;
• Use Wave Payments to export or re-export the Service or content thereon or any portion thereof, in violation of the export control Law of the United States of America; or
• Use the Service, or a component of the Service, in a manner not authorized by Wave or outside of the intended use of the Service.

2. Additional Restrictions

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

• Except as required in connection with the Service, to post, store, e-mail, upload, or scan to the Service or otherwise provide to Wave, either directly or indirectly, confidential information, including, without limitation, any third party’s payment information, or your or any third party’s social security, 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 or storing of images or scans containing such prohibited information;
• To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
• To violate, or encourage the violation of, the legal rights of others;
• For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
• To collect, or attempt to collect, personal information about users or third parties without their consent, or use such information except as necessary to use the Service;
• To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
• To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
• To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorized users;
• To alter, disable, interfere with or circumvent any aspect of the Service;
• To violate the security of Wave Payments or attempt to gain unauthorized access to the Service, or Wave's computer systems or networks connected to any server associated with Wave; or
• To attempt to reverse engineer Wave Payments or any component thereof.

3. Unauthorized or Illegal Use

You will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Wave Payments 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, the Service of which you become aware.

Wave may suspend, disable, or change your Wave Payments Account or access credentials for the Service, such as any user ID and password, at any time if Wave believes that your access credentials have been compromised, that you or someone using your Wave Payments Account is a threat to the integrity or security of the Service, or if Wave has another reasonable basis for doing so.

We may instruct the Bank to not authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Wave Payments users, our processor, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Wave Payments Account, your Settlement Account and any of your transactions with law enforcement.

4. Prohibited Payment Activities

You agree that you will not, and will use commercially reasonable efforts to make sure that a third party does not, use the Service in connection with the following activities, items or services:

Financial and Professional Services

• ‍Debt Collection & Credit Services. Debt collection, consolidation or reduction services; mortgage consulting; credit counseling or credit repair services; lending or lending instruments; crowdfunding.‍
• Investment & Legal Services. Securities brokers; commodity or equity trading; real estate opportunities; bailiffs and bail bonds; bankruptcy lawyers; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm.
• ‍Money Services. Money services businesses; financial services, such as money transfers, sales of foreign currency, wire transfers, money orders, check cashing, cash advances, bill payments, loan payments, or sales of prepaid cards or mobile minutes.
• ‍Virtual Currency or Stored Value. Virtual currency or credits that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (ex: Bitcoin).

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Regulated, Illegal Products and Services, IP Infringement

• Telecommunications. Prepaid local long-distance telephone calls and faxes; prepaid phone services; calling cards; monthly billing of telephone calls; computer network/Information services; cyberlocker; electronic bulletin board; email providers; Internet access; cable; satellite; pay television and radio services; subscription television programming or radio programming.
• ‍Adult Content and Services. Pornography and other adult content (including literature, imagery and other media); any sexually-related services such as prostitution, escorts, massage parlors, pay-per-view and adult live chat; mail order brides.
• ‍Counterfeit or Unauthorized Goods. Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.
• ‍Intellectual Property / Proprietary Rights Infringement. Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without authorization from the rights holder; any product or service that infringes or facilitates infringement upon the copyright, patent, trademark or trade secrets of any third party.
• ‍Gambling. Internet gaming; lotteries; contests; sweepstakes; games of chance; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; memberships on gambling-related sites.
• ‍Regulated Products and Services. Cannabis & marijuana dispensaries and related products and services including cannabidiol (CBD) and hemp; sale of tobacco, e-cigarettes, e-liquids, bongs, vaporizers and hookahs; age-restricted products or services; internet pharmacies and script dispensers; firearms, weapons and ammunition; gunpowder, explosives and fireworks; toxic, flammable, and radioactive materials.
• ‍Substances Designed to Mimic Illegal Drugs. Sale of a legal substance that provides the same effect as an illegal drug (ex: salvia, kratom).

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Deceptive, Unfair, or Predatory Practices

• ‍Get Rich Quick Schemes. Investment opportunities, or other services that promise high rewards.
• ‍No-Value-Added Services. Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; businesses that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

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Products or Services that are Otherwise Prohibited

• ‍Aggregation. Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.
• ‍Court Ordered Payments. Alimony, child support, or other court-ordered payments.
• ‍Delayed Delivery. Businesses that engage in delayed delivery where the goods or services provided to the cardholder are not delivered or fulfilled within three (3) months of when the payment is processed.
• ‍Hate & Violence. Hate, violent acts or activities, discrimination or the financial exploitation of a crime.
• ‍High Risk Businesses. Online computer technical support; direct marketing of subscription offers; outbound telemarketing, infomercial businesses; door-to-door sales, telecommunications equipment and telephone sales; rebates and upsell programs; drop shipping; forwarding brokers; negative response marketing; credit and identity theft protection; pawn shops; buyers or membership clubs; psychic services; discount coupon businesses; discount medical or dental insurance plans; any businesses that we believe poses elevated financial risk, legal liability, or violates card network rules.
• ‍Multi-Level Marketing. Pyramid schemes, network marketing, and referral marketing programs.
• ‍Pseudo Pharmaceuticals. Pharmaceuticals, nutraceuticals and other products that make health claims that have not been approved or verified by the applicable regulatory body.
• ‍Real Estate Services. Distressed property sales and marketing; real estate flipping; timeshares including resales and related marketing.
• ‍Social Media Activity. Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity.
• Tobacco. CNP tobacco, e-Cigarettes, and “Vape” supplies and accessories.
• ‍Travel Related Services. Travel agencies; tour operators; travel reservation services and clubs; airlines; cruises and timeshares.

E. Transactions

1. Accepted Forms Of Payment
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Payment Cards: Wave supports most credit, debit, prepaid or gift cards bearing Visa, Mastercard, Discover or American Express trademarks. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive authorization from the applicable issuer. You may choose not to accept cards issued by a particular Network in accordance with the Network Rules and Operating Regulations.

ACH Bank Payments: Wave permits you to accept an electronic ACH payment from a Customer’s bank account through the Service. You may not transmit to us information related to ACH Entries other than by your Customer authorizing payment by use of the Service. The Automated Clearinghouse (ACH) network is controlled and managed by NACHA and member banks. When submitting payments over the ACH network, you are required to and agree to comply with the Operating Regulations for use of the ACH Network which are available on NACHA's website. Capitalized, but otherwise undefined terms in this section will have the meanings set forth in the NACHA Network Rules.

You understand and accept your role as the originator of ACH payments and you understand that your Customers’ consent is required to debit their bank account and initiate a payment over the ACH network. This consent must be in a form and manner that complies with NACHA Network Rules and Operating Regulations and the required documentation for ACH transactions. You may not send or receive, or attempt to send or receive, funds to or from a person, entity or state where such transactions violate US Law.

You authorize us and the Bank to originate ACH transactions on your behalf to your Customer’s accounts. You acknowledge that the origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of ACH transactions must comply with applicable laws, rules, and regulations, including the NACHA Network Rules and Operating Regulations. You warrant to us everything that we must warrant as an ACH originator, and you agree to hold harmless, indemnify and defend Wave and the Bank for any losses or liabilities we or the Bank may suffer or incur as a result of or in connection with your breach of such warranties and your ACH transactions, including legal fees.

You will permit us and the Bank to audit, at least annually and from time to time in our or Bank’s discretion, your compliance with this Agreement, the NACHA Network Rules and Operating Regulations, and applicable law. You may originate only those types of Entries that we make available to you as part of the Service. We may reject any Entry without liability to you and will notify you of the rejection, at which time you may reinitiate the Entry only after correcting the reason for the rejection. We and the Bank are not responsible for any delay, failure, or other act or omission by the ACH Operator or your Customer’s bank in processing any Entry we transmit. 

You understand that you are responsible for:

• Abiding by the terms of the ACH Debit Agreement established with your Customers (as per the Wave Payments Customers Terms of Service) and obtaining valid authorization for Entries from your Customer in a form and manner that complies with NACHA Network Rules and Operating Regulations;
• Retaining, in accordance with applicable law and NACHA Network Rules and Operating Regulations and providing upon request to us and Bank, copies of debit authorizations you are required to obtain from your Customers and documentation of Entries and related transmissions;
• Requesting any reversal, correction, or change to an Entry before we submit the Entry to the Bank;
• Responding to and executing customer cancellation or revocation requests; and
• complying with any other rules or requirements under the NACHA Operating Rules.

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3. Payment Authorization

You authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you or your Customers may authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method Wave accepts. 

You authorize the Bank to initiate electronic ACH entries to each Designated Merchant Bank Account, and to initiate adjustments for any transactions credited or debited in error.

Your authorization will remain in full force and effect until you notify us that you revoke it by contacting customer support, terminating the Service or closing your Wave Payments Account. You understand that Wave requires a reasonable time to act on your revocation, generally not to exceed five (5) business days.

Payments by Bank to you for payment transactions ("Bank Payments") are processed through the ACH network and require up to five (5) business days to clear (unless you are eligible for Instant Payout). The Bank will process Bank Payments and deposit funds to your Designated Merchant Bank Account two (2) business days after Bank Payments are verified. This means Bank Payments could be deposited into your Designated Merchant Bank Account as early as two (2) business days and as long as seven (7) business days.

In some cases, we may deposit funds to your Designated Merchant Bank Account before the Bank Payment is verified. If your Bank Payment is settled to your Designated Merchant Bank Account before it is verified, the Bank Payment is at risk of returning after you receive the funds. If you are shipping products, you may choose to wait until the payment is verified before fulfilling your customer’s order. Typically, ank Payments are considered to be verified if a return is not received within five (5) business days of the original sale, but we cannot guarantee that a return will not be received at a later date.

4. Payout Schedule

Unless you are eligible for Instant Payout, funds settled to your Settlement Account (exceeding any required Reserve) will be transferred by the Bank to your Designated Merchant Bank Account according to the transfer schedule displayed in the Service. Regardless of the transfer schedule and mechanism, the Bank will transfer funds to the Designated Merchant Bank Account no more than thirty (30) days after funds settle to the Bank, subject to any Reserve imposed, as described in the Reserve section of this Agreement and any set-off rights we or the Bank may have against such funds. Neither the Bank nor Wave shall have any liability for refunds, reversal or returns of transactions.

Settlements by the Bank to your Designated Merchant Bank Account may be limited or delayed based on your perceived risk and history with Wave. We will consider a variety of factors in making this decision and will make this determination at our sole discretion. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Wave's sole discretion.

If you select Instant Payout for payment of funds settled to your Settlement Account, then the Bank will transfer funds to your Instant Payout Account.

‍5. Transaction Limits

For receiving payments, the following limits apply:

• $1,000,000 per transaction
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These limits may be changed and additional limits may be added at any time. Your limits may also be adjusted based on history and other factors. We, in our sole discretion, may impose limits on the dollar amount, number and/or the frequency of payments that you can receive using the Service. We may decline any payment exceeding these limits.

‍6. Instant Payouts

Merchant Eligibility. If you are using Wave Payments, Wave enables Instant Payouts automatically when you become eligible. Wave determines eligibility based on a series of criteria, and no additional signup is required. When you become eligible for Instant Payouts, Wave will notify you by email through the email address registered with your Wave account.

Payment Eligibility. Instant Payout is available for invoices paid by credit card and bank payment. Even if you are eligible for Instant Payouts, not all invoice payments will qualify. Wave automatically determines eligibility based on a number of factors. If you receive a payment and do not see an available Instant Payout balance, the amount will be paid out following the normal processing time. Based on eligibility, some bank payments may be delayed and subject to normal processing times which means you will not have access to the Instant Payout balance until the funds clear. 

Fees. A 1% Instant Payout fee is applied to the amount you withdraw from your available balance. The Instant Payout fee is in addition to other Wave Payments processing fees. There is a minimum fee of $1.
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Setup. To set up Instant Payouts, you must link an account by entering your debit card details. This debit card does not need to be linked to the Designated Merchant Bank Account you use for Wave Payments. You can update your debit card details at any time. The debit card number is required because Wave uses card networks to push funds to your bank account instantly. This is different from how regular payouts are sent to your Designated Merchant Bank Account using your account number. Not all debit cards are supported. 

Processing Payouts. The minimum withdrawal amount is $25. You need to have a minimum balance of $25 available to you. 

Most banks support instant funding and you can typically expect to see funds in your bank account within a few seconds, up to thirty (30) minutes. Deposit times may vary due to processing cutoff times or third party delays.

Every day at 8 p.m. Eastern, Wave processes all payments received in the last 24 hours. Once payments are processed, if they qualify for instant payouts, you will have until 3 p.m. Eastern the following business day to pay out your available balance. The only exception would be if you receive a payment any time after 8 p.m. Eastern on a Thursday. Since payments are not processed on weekends, you will have until 8 p.m. Eastern on Sunday to accept the Instant Payout balance available to you.

If you choose not to withdraw your available Instant Payout balance, or if the balance is no longer available, it will be paid out following the standard payment processing timelines. 

Scheduling Payouts. You have the option to set your Instant Payouts on an automated acceptance schedule. If you have received payments from your customers that contribute to your available Instant Payout balance, Wave will send your money to you automatically at your pre-set scheduled hour. You can choose limits to set the maximum that is paid out on a daily basis. 

Scheduling your Instant Payouts doesn’t take away from your ability to manually accept them. If you have an available balance and need the funds right away but you haven’t reached the scheduled time yet, you can still manually accept the Instant Payout to receive your money.

F. Roles and Responsibilities

1. Wave’s Role

Wave provides data processing services for Merchants. Wave is a Payment Service Provider (“PSP”), not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined by the United States Department of Treasury.

As a PSP, Wave collects, analyzes and relays information generated in connection with payments between Customers and Merchants. you authorize Wave to provide this information to the Bank in order for the Bank to facilitate payments from Customers to you through the Networks. As a result, the Bank - and not Wave - actually conducts the settlement of payment transactions to you. Wave does not at any point hold, own or control funds in connection with the Service, nor does Wave transmit money or monetary value. In connection with the Service, Wave does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Customers and Merchants.

In order to act as a PSP, Wave must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

2. Merchant Services Agreement

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive more than $1,000,000 in Visa payments or $1,000,000 in Mastercard payments in a twelve (12) month period. By accepting this Agreement (by “click through” or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legally binding contract between you, on the one hand, and, if applicable, Worldpay, LLC and its designated member bank.

3. American Express

If you have either: (a) $1,000,000 or greater in American Express charge volume in a period of twelve (12) consecutive months, or (b) greater than $100,000 in American Express charge volume in any three (3) consecutive months, then you will be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.

4. Network Rules and Regulations

You also agree to comply with the Networks’ regulations and rules applicable to merchants. The Networks make excerpts of their respective Operating Regulations available on their websites (including usa.visa.com, mastercard.com, americanexpress.com/merchantopguide, discover.com and nacha.org).

5. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Customer, payment cancellations, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Wave. If your Customer’s payment is rejected or returned for any reason, Wave will not be liable for any fees, including a nonsufficient funds (“NSF”) fee, that you may choose to charge your Customer. Wave does not permit a Merchant to charge a Customer an electronic NSF fee through the Service. You will cooperate with Wave to assure that Customers have access to clear customer service information, including an active customer service email address or telephone number.

6. Refunds Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Wave Payments Account in accordance with this Agreement and the Operating Regulations.

The Operating Regulations require that you:

• Maintain a fair return, cancellation or adjustment policy;
• Disclose your return or cancellation policy to Customers at the time of purchase;
• Not give cash refunds to a Customer in connection with a payment card sale, unless required by Law; and
• Not accept cash or any other item of value for preparing a payment card sale refund.

The amount of the refund or adjustment must include all taxes required to be refunded and must not exceed the original sales total except for any reimbursement to the customer to cover shipping costs for the return of merchandise.

You may process refunds and adjustments through the Service at any time. These refunds and adjustments are subject to this Agreement and the Operating Regulations. If your Settlement Account balance is insufficient to cover the refund, you authorize Wave to process a request to the Bank to withdraw sufficient funds from your Designated Merchant Bank Account to make the credit back to your Customer’s account.

Your refund policies must be the same for all payment methods. When processing a full refund, Wave will refund the Fees for the transaction so your Customer receives the full purchase amount. If your refund policy prohibits returns or your Customer is dissatisfied with your refund policy, the Customer may chargeback the payment.

7. Merchant’s Liability for Chargebacks and Returns

You are liable for all chargebacks and returns, whether or not the chargeback or return complies with the Operating Regulations. The amount of a payment may be charged back to you and deducted from your Settlement Account or Designated Merchant Bank if:

• It is disputed by a Customer;
• It is reversed for any reason;
• It was not authorized or we have any reason to believe that the transaction was not authorized; or
• It is unlawful, suspicious, or in violation of the terms of this Agreement.

8. How Wave Handles Chargebacks and Returns

In the event of a disputed transaction, Wave will issue a request to the Bank to withdraw funds from your Settlement Account or Designated Merchant Bank Account for the amount of any chargeback or return and any associated Fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Settlement Account or Designated Merchant Bank Account, we will have the remedies set forth in the “Our Set-off and Collection Rights” section of this Agreement. If you have pending chargebacks or returns, the Bank may delay or reduce payouts to you.

A fee of $15 will be assessed for each chargeback received.
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If Wave reasonably believes that a chargeback or return is likely with respect to any transaction, we may instruct the Bank to withhold the amount of the potential chargeback or return from payments otherwise due to you under this Agreement until such time that:

• A chargeback or return is assessed due to a Customer's complaint, in which case the Bank will retain and refund the funds;
• The period of time under applicable Law or Operating Regulation by which the Customer may dispute that the transaction has expired; or
• We determine that a chargeback or return on the transaction will not occur.

If we determine that you are incurring an excessive amount of Chargebacks or returns, Wave or the Bank may establish controls or conditions governing your Settlement Account and Service, including without limitation, by

• Assessing additional Fees;
• Creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees;
• Delaying payouts; and
• Terminating or suspending the Service or closing your Wave Payments Account.

We may be required to report your name to one or more of the Networks if you experience excessive chargebacks or excessive returns, and you waive any claims you may have as a result of such reporting. You will assist us when requested, at your expense, in the investigation of any transactions you have processed through the Service. To that end, you permit us to share information about a chargeback or return with the Customer, the Customer's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We may request necessary information from you to contest the chargeback or return. If the chargeback or return is contested successfully, we will instruct the Bank to release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the chargeback or return, Wave may recover the chargeback or returned amount and any associated Fees as described in this Agreement. Your failure to assist us in a timely manner when investigating a transaction, including providing us the necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating such disputes.

9. Our Set-off and Collection Rights

To the extent permitted by Law, the Bank may set off against any balances in your Settlement Account and your Designated Merchant Bank Account, or against any amounts due to you, for any obligation, you owe us under this Agreement, including without limitation any chargebacks or returns. All Fees are charged at the time of transaction processing and are first deducted from the transferred or collected funds and thereafter from your Settlement Account and then from your Designated Merchant Bank Account. If you do not have sufficient funds in such accounts, the Bank may collect from any funding source associated with your Settlement Account, from any other account under your control, or from any funding source associated with such other account, including but not limited to any funds:

• Deposited by you;
• Due to you under this Agreement; or
• Available in your bank account, or other payment instrument registered with the Bank.
  
  

Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement and may result in account suspension, termination, or restriction of your access to Wave’s Services.

Except as otherwise provided in the Arbitration Provision, you will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses and late payment fees.

At its discretion, Wave may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone to the current contact information that Wave has on file with respect to you. Such communication may be made by Wave or by anyone on its behalf, including but not limited to a third-party collection agent.

A. What happens if you owe us money?

In the event of a chargeback or payment failure, Wave will notify you by email and attempt to debit your bank account for the amount owed. If this debit fails, we will send you an invoice for the amount owed by email. If you do not make a payment within fourteen (14) business days, Wave will issue a Letter of Demand. If payment is not received within four (4) business days of the date the letter was issued, your Account will be sent to a third-party collections agency.

At our discretion, we may allow for the outstanding balance to be paid in installments (“Payment Plan”). A Payment Plan is an arrangement you make with Wave where you agree to repay the balance owed through a series of payments over the agreed upon payback period (“Term”). See “Payment Plan Agreement” below for more details.

B. Payment Plan Agreement 

If Wave allows for a Payment Plan to be agreed upon and you agree to repay your debt in regulation installments, a Payment Plan Agreement must be entered into between Wave (the “Creditor”) and you (the “Debtor”). 

Plan Details. Wave will provide you with written confirmation of the amount owed (“Principal Balance”), the initial payment amount payable under the Payment Plan, the monthly payment amount payable under the Payment Plan (“Monthly Payment” and together with the initial payment amount, the “Payments), the start date, monthly due date, fees incurred, and the number of Payments required to pay the debt (not including the initial payment). You agree to repay the debt as outlined in the Payment Plan Agreement. You cannot make changes to your Payment Plan once it has been established, unless authorized in writing by Wave.

Payment Method. Wave will send you an invoice for the Payments by email. You may choose to make payment by credit card or bank payment. Payments received will be applied first to any outstanding fees (if applicable) and then to the Principal Balance. To avoid late payment fees, we recommend that you set up automatic payments, ensure your payment method is up to date, and monitor your email for updates from Wave. 

Payment Schedule. We offer Payment Plans on a monthly schedule over a term of no more than six (6) months, unless otherwise agreed by us in writing. An initial payment of twenty percent (20%) of the Principal Balance is required upon execution of the Payment Plan Agreement. The remaining balance will be paid in equal monthly installments. You agree to pay the Payments and any fees (including without limitation, late payment fees) incurred until your debt has been paid in full. 

The amount of your Monthly Payment will be determined by taking the Principal Balance, adding any applicable fees, subtracting the initial payment of 20%, and dividing the total of these amounts by the number of months in the Term of the Payment Plan Agreement. The last Monthly Payment might be less than the other Monthly Payments. The total payment amount of each Monthly Payment may change if late payment fees, as described below, are incurred. 

Wave may choose to send payment reminder emails in its sole discretion, however, you remain fully responsible for making all payments on time.

Payment Grace Period. Wave offers a grace period of up to three (3) business days beyond any Payment due date to accommodate for unforeseen delays. During this period, late payment fees will not be assessed against you.

‍Late Payments. If any Monthly Payment is not received by the end of the third business day after the applicable due date, such Payment is considered late. Unless an extension has been granted by Wave in writing, you will be charged a late payment fee. On the fourth business day, Wave will send you an updated invoice with a late payment fee added to the total balance owed. Late payment fees will be assessed on a monthly basis. You agree to pay the late payment fee(s) as set out below.
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If a Payment is not received by the end of the seventh business day after the applicable due date, your Wave Payments Account will be suspended on the eighth business day. If two (2) or more Payments are missed by you, Wave may, in its sole discretion, declare the entire remaining balance immediately due and payable.
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Termination. Wave reserves the right, in its sole discretion, to terminate the Payment Plan at any time upon written notice to you. Upon termination, the full outstanding balance of all amounts will become due and payable by you immediately. 

Questions. If you have any questions regarding Payment Plans, please respond to the email sent to you by Wave’s Collections Team or reach out to collections@waveapps.com.

10. Dormant Accounts

If there is no activity in your Settlement Account (including access or payment transactions) and the Bank has been unable to transfer the funds to your Designated Merchant Bank Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We may give you the option of keeping your Settlement Account open, requesting a transfer to a Designated Merchant Bank Account, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Settlement Account and the Bank will escheat your funds in accordance with applicable Law.

G. Termination

1. Your Right to Terminate

You may terminate the Service at any time by either: 1) Contacting customer support and requesting that we disable your account; or 2) Turning off the ability to accept payments in the “Settings” section of your account. If you elect to turn off the ability to accept payments in your account, you may turn on the ability to accept payments in the “Settings” section of your account at any time. Your termination of the Service will automatically result in the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

2. Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate the Service without terminating your other Wave services. We may also suspend your access to the Service and instruct the Bank to suspend access to your Settlement Account (including the funds in your Wave Payments Account) if you:

• Have violated the terms of Wave’s policies, this Agreement, or the Network Rules;
• Have been reasonably deemed to pose an unacceptable credit or fraud risk to us; or
• Have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct.

3. Termination

If your Wave Payments Account is terminated for any reason, you agree:

• To continue to be bound by this Agreement, including the Arbitration Provision;
• To immediately stop using the 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 Wave Payments 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 Wave Payments Account data, or export of your information or Wave Payments Account data.

4. Automatic Termination

This Agreement terminates automatically if a Network de-registers Wave, or if Bank ceases to have a customer relationship with each of the Networks or a valid license to use the Networks' marks, as required by Network Rules.

5. Effect of Termination

Upon termination of this Agreement for any reason, (i) you will cease using the Service, (ii) any funds held for you by the Bank at the time of termination of the Service, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Wave Payments Account as a means of evading your payout schedule).

If an investigation is pending at the time you close your Wave Payments Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you. If this Agreement is terminated by Wave as provided by this Agreement or Merchant is suspended thereunder, Wave will not be liable to Merchant in respect of any claim relating to loss of business or effect upon Merchant’s credit rating.

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

H. Cardholder Data Security

With respect to any Cardholder Data received, accessible, or accessed by Merchant, Merchant will comply with applicable Law regarding the use of non-public personal information and the requirements of Wave’s Privacy Policy as amended from time to time. Further, Merchant (i) will not use any Cardholder Data for any other purpose other than those contemplated hereunder, (ii) has and will maintain reasonable and appropriate measures to protect the security and confidentiality of such Cardholder Data, and (iii) will not, directly or through an affiliate, disclose or permit the disclosure of any Cardholder Data to any other person that is not an affiliate or service provider, or an employee or agent of any such party with a demonstrable need to know such Cardholder Data in order to fulfill the obligations hereunder. Merchant will take all available steps and precautions to prevent fraud, theft and/or misappropriation of Cardholder Data.

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the Wave API, you must comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with the Operating Regulations, or when asked by Wave to do so. You may use only PCI-compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable Laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

You must receive the express and valid consent of your Customer as required under applicable privacy law, prior to retaining, tracking, monitoring, storing, disclosing, or otherwise using Cardholder Data other than for the transaction for which it was given, unless otherwise required by applicable law.

I. Representations and Warranties; Disclaimers

1. Mutual

Each party hereby represents, warrants and covenants to the other party that:

• Its obligations under this Agreement are valid, binding and enforceable in accordance with the terms and conditions set forth herein;
• It has the full legal right and authority to enter into and implement this Agreement in all respects, and the execution and performance of this Agreement does not violate, or conflict with any other contract or agreement to which it is a party, or by which it is bound, and that the person accepting the terms of this Agreement has complete authority to bind it to this Agreement; and
• It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority adequate for executing, delivering, and performing its obligations under this Agreement.

2. Merchant Representations and Warranties

You represent and warrant to us that:

• You are eligible to register and use the Service;
• The name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
• Any payment transaction submitted by you will represent a bona fide sale by you;
• Any payment transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer;
• You will fulfill all of your obligations to each Customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Customer;
• You and all transactions initiated by you will comply with all federal, state, and local Law applicable to your business, including any applicable tax laws and regulations and the Operating Regulations of the applicable Network;
• Except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
• You will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
• You have obtained all necessary consents from each Customer with respect to your and our use (as permitted herein or by applicable Law) of any contact and identifying particulars relating to name, location, address, email, phone, bank accounts, corporate officers, business names, billing descriptors and customer contact information (“Customer Information”) and that: (i) such Customer Information is true and correct; and (ii) that you may be contacted by Customers at the address(es) given for such purpose;
• You will keep such Customer Information updated and correct during the course of this Agreement; and
• Your use of the Service will be in compliance with this Agreement and applicable Law.

3. Disclaimers

Wave makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Wave or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Wave does not have control of, or liability for, goods or services that are paid for with the Service.

Wave makes no representations that the Service is appropriate or available for use outside the United States. Those who access or use the Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable United States and local Law, including but not limited to export and import regulations.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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 SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE 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 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.

J. Limitation of Liabilities and Damages

1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVE, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAVE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

2. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAVE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, REVENUE, BUSINESS OPPORTUNITIES, INCONVENIENCE, AND OTHER INTANGIBLE LOSSES OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, THAT RESULT DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER NO CIRCUMSTANCES WILL WAVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

K. Indemnification

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

• Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
• Your wrongful or improper use of the Service;
• Any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
• Your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
• Your violation of any Law of the United States or any other country; or
• Any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.

L. Form 1099-K

1. Withdrawing Consent

You may withdraw your consent to receive Form 1099-K electronically, independently of your consent to receive electronic Communications in general, by contacting our Customer Support Team.

When you opt out of electronic delivery, you will receive the form by mail. You will continue to receive all other Communications electronically, but we will send Form 1099-K to you by U.S. mail, free of charge. The withdrawal of consent will apply to the delivery of any electronic copies of Form 1099-K in the future. Once the withdrawal request has been received, Wave will confirm receipt of the request and the effective date of the withdrawal. 

If you want to resume receipt of electronic copies of Form 1099-K, contact our Customer Support Team.

2. Requesting Paper Copies

To request a paper copy of Form 1099-K without withdrawing consent, contact our Customer Support Team. Wave will not charge a fee if you request Form 1099-K in paper form.

M. Miscellaneous

1. Governing Law

Except as otherwise 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 state in which you accepted this Agreement.

2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Wave Payments Terms of Service, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave Payments, and it supersedes all previous communications, representations, or agreements, either oral or written, between you and 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. You may not assign card receivables or proceeds due to you under these terms to any third party.

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 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 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.

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 Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. In addition, the following provisions will survive the expiration or termination of this Agreement: (Limitation of Liability); (Indemnification); (Electronic Communications); (Arbitration Provision); (Miscellaneous).

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.

7. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. A waiver shall only be effective in writing executed by the party granting the waiver. Other than as expressly stated herein, any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8. Force Majeure

Wave will be under no liability to the Merchant for, and is excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its control, including, but not limited to, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, acts of third parties outside of Wave’s control, natural disasters or significant changes in the ability of Wave to offer the Service in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Networks, and/or Bank, and/or governmental authorities.

9. Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

Exhibit A: Merchant Services Agreement for Sub-Merchants

This MERCHANT AGREEMENT FOR SUB-MERCHANTS (“Merchant Agreement”) is made by and among WORLDPAY, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively “Acquirer”) and the user (“Sub-merchant”) in connection with the Wave Payments Terms of Service between Sub-merchant and Wave Financial USA Inc. (“Provider”). Acquirer will provide Sub-merchant with certain payment processing services (“Services”) in accordance with the terms of this Merchant Agreement. In consideration of Sub-merchant’s receipt of credit or debit card funded payments, and participation in programs affiliated with Mastercard International Inc. ("Mastercard"), VISA U.S.A. Inc. ("VISA"), Discover (“Discover”), and certain similar entities (collectively, “Associations”), Sub-merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operating Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By agreeing to the Wave Payments Terms of Service to which this Merchant Agreement is an exhibit (by "click through" agreement or otherwise), Sub-merchant has fulfilled such requirement. However, Acquirer understands that Sub-merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant’s obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

1. Certain Sub-merchant Responsibilities

Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant’s agent (“Agents”) to comply, with the Association’s and other payment network’s by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively "Operating Regulations"). Such Operating Regulations are incorporated by reference, and will control with respect to any conflict in terms between this Merchant Agreement and such Operating Regulation. Sub-merchant acknowledges and agrees that it is not a third-party beneficiary of any Operating Regulation, however, an Association may be a third-party beneficiary of this Agreement, and that certain Operating Regulations govern the relationships between various parties such as the Associations, Processor, Member Bank, and/or other entities (e.g., partners, etc.), and that any failure by Processor to abide by such Operating Regulation does not provide the basis for a breach of the Agreement claim by Merchant or any other third party. Some Associations make excerpts of their Operating Regulations available online, including via: https://www.mastercard.us/en-us/business/overview/support/rules.html; https://usa.visa.com/support/consumer/visa-rules.html; https://www.americanexpress.com/merchantopguide. Sub-merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (“Laws”). Sub-merchant hereby authorizes Acquirer to conduct background checks on Sub-merchant, including but not limited to credit checks and banking and financial history investigations, and share any information required by an Association. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the USA PATRIOT Act, the Bank Secrecy Act, the Federal Trade Commission and obligations imposed under the US Treasury’s Office of Foreign Assets Control (OFAC), and provide all necessary documentation to Acquirer promptly upon request. For purposes of this section, Agents include, but are not limited to, Sub-merchant’s software providers and/or equipment providers.

If appropriately indicated in the Sub-Merchants agreement with Provider (the Wave Payments Terms of Service), Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and Mastercard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

Sub-merchant may only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any fraudulent, unauthorized, illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities. All fees associated with each Associations’ transactions must be separate and distinguishable from fees associated with other Card transactions.Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: (i) the minimum transaction amount does not differentiate between card issuers; (ii) the minimum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand; and (iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a (i) department, agency or instrumentality of the U.S. government; (ii) corporation owned or controlled by the U.S. government; or (iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 –Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand.

2. Sub-merchant Prohibitions

Sub-merchant must not (i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data, including CVV2, in plain view when mailed, (ii) add any tax or surcharge to transactions, except in compliance with Operating Regulations and applicable law, (iii) request or use an account number for any purpose other than as payment for its goods or services from Sub-merchant, (iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, (v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, (vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, (vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, (viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or (ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent may retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.

3. Settlement

Upon receipt of Sub-merchant’s sales data for card transactions, Acquirer will process Sub-merchant’s sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer or an affiliate of Acquirer will fund Sub-merchant, either directly to the Sub-merchant-Owned Designated Account or through Provider to an account designated by Provider (“Provider Designated Account”), at Acquirer’s discretion, for such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account shall discharge Acquirer or an affiliate of Acquirer of its settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between Provider and Sub-merchant. Acquirer or an affiliate of Acquirer will debit the Provider Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer or an affiliate of Acquirer may also debit Sub-merchant’s designated demand deposit account (“Sub-merchant-Owned Designated Account”) upon receipt of such account information from Sub-merchant or Provider, or if Acquirer or an affiliate of Acquirer deposits settlement funds into the Sub-merchant-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer or an affiliate of Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or Provider.

4. Term and Termination

This Merchant Agreement shall be binding upon Sub-merchant upon Sub-merchant’s acceptance of the Wave Payments Terms of Service (by "click through" agreement or otherwise). The term of this Merchant Agreement shall begin, and the terms of the Merchant Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Merchant Agreement by issuing a merchant identification number, and shall be coterminous with the Wave Payments Terms of Service with Sub-merchant.

Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Merchant Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer’s agreement with Provider terminates, (vi) any Association deregisters Provider, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by Member Bank or any of the Associations.

5. Limits of Liability

Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein is termination of this Merchant Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Merchant Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event will Acquirer have any liability to Sub-merchant with respect to this Merchant Agreement or the Services. Sub-merchant acknowledges that Acquirer is only providing this Merchant Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Merchant Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Merchant Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Merchant Agreement will govern Acquirer’s relationship with Sub-merchant.

6. Miscellaneous

This Merchant Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Merchant Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Merchant Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Merchant Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Sub-merchant shall not disclose any Acquirer confidential information to any person or entity (other than to those employees or agents of Sub-merchant who participate directly in the performance of this Merchant Agreement and need access to such information, or, only to the extent strictly necessary, in response to a valid subpoena, court order, or Association requirement). Acquirer may amend this Merchant Agreement upon notice to Sub-merchant in accordance with Acquirer’s standard operating procedure. An Association may audit or direct the audit of Sub-merchant at any time, and nothing herein shall limit an Association from limiting or terminating an agreement with Sub-merchant. If any provision of this Merchant Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Merchant Agreement will be construed as if such provision is not contained in the Merchant Agreement. “Member Bank” as used in this Merchant Agreement means a member of VISA, Mastercard and/or Discover, as applicable, that provides sponsorship services in connection with this Merchant Agreement. As of the commencement of this Merchant Agreement, Member Bank shall be Fifth Third Bank, N.A., located in Cincinnati, OH 45263. Member Bank is a party to this Merchant Agreement. The Member Bank may be changed, and its rights and obligations assigned to another similarly situated bank by Acquirer at any time without notice to Sub-merchant.

These Payroll Terms of Service (this “Agreement”) constitute a legal agreement between you (“Merchant”, “user”, “you” or “your) and Wave Financial Inc. (“Wave”, “we”, “our” or “us”) and govern your access to and use of Wave’s payroll services (the “Service” or “Payroll”). 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 terms of the Wave TOU and this Agreement, the terms of this Agreement shall prevail only with respect to Wave Payroll. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Wave TOU.

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.

PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE PAYROLL. 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 Wave Payroll and/or any other Service(s).

A. The Payroll Service

This Service allows you to calculate payroll and its associated liabilities, process payroll, make related payroll and contractor payments, payroll tax payments and electronic tax filings.

B. Registration and Account

Registration

The Service is only offered to persons in Canada operating a business or employing in-home care providers. To use the Service, you must register with Wave to create a payroll account (the “Payroll Account” or “Account”) and you must be at least 18 years old. You may register as an individual (sole proprietor) or as a company or other business entity. If you register as a company or other business entity, you must provide information about the business, as well as information about an owner or principal of the business and you (meaning the individual registering) must be authorized to act on behalf of the business. By registering for a Payroll Account, you represent and warrant that you are registering on your own behalf, or that you are registering on behalf of a business or nonprofit organization and you have the authority to enter into this agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.

During the registration process, Wave collects information about the business owner including (at a minimum) their:

• Name
• Address
• Date of birth
• Social Insurance Number (SIN)
• Business name
• Business Number (BN)
• Business address
• Telephone number
• Website

Wave may request additional documentation for identity verification at any time and you agree to provide said documentation upon request. This documentation may include, but is not limited to:

• Government issued identification such as a passport or driver’s license
• Business licence
• Articles of incorporation

We also require additional information for underwriting and other purposes as set forth below.

Location

Only businesses (including sole proprietors) and nonprofit organizations may register for the Service. You must be either:

• a citizen of Canada
• a legal permanent resident of Canada, or
• an authorized Canadian business or non-profit organization having a physical presence in Canada, and

The Payroll Account requires a valid Canadian PAD enabled bank account.

Accuracy

You must provide accurate and complete information. If we cannot verify the information you provide is complete and accurate, we may deny your use of the Service, or close your Payroll Account. You agree to immediately notify us if you discover that any information which you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time.

You authorize Wave, directly or through inquiry of third parties, to verify the accuracy of any information you provide.

Underwriting and Identity Verification

Wave will review the information you submit when signing up for the Service. You authorize us to request identity verifying information about you, including a consumer report that contains your name and address.

You agree that Wave is permitted to make all reasonable inquiries and investigations with third parties such as credit reporting agencies, your bank and other financial institutions and obtain information, as permitted by law, about the business registering for the Service, the business owners or principals and accounts held by the business, business owners or principals. At any time Wave may conclude that you will not be permitted to use the Service.

Wave is also permitted to share some or all of the information about you, your website and business and your use of this Service, and your transactions with our third-party identity verification service providers, partners and service providers (and their respective affiliates, agents, subcontractors, and employees) in accordance with our Privacy Policy. This includes sharing information:

• for regulatory or compliance purposes,
• to conduct Wave’s risk management process,
• for use in connection with the management and maintenance of the Service, and
• for the maintenance of customer records about you and to assist us in better serving you.

Consumer Reports

If you are the business owner or principal of the business registering, you consent to Wave obtaining credit and other information about you from consumer and credit reporting agencies in order to help us determine your ongoing eligibility for the Service. You also authorize Wave to periodically obtain additional credit reports to determine whether you continue to meet the requirements for the service. You understand that this information may include the types and amounts of credit advanced to you, payment histories, negative banking items, collection actions, legal proceedings, previous bankruptcies and other information reported by your creditors. This consent is effective as of the date you start using our Service and continues to be effective as long as you use our Service. The credit reporting agencies from which Wave may obtain your credit information include Equifax and TransUnion and you can obtain a copy of your credit report by contacting these credit reporting agencies.

C. Use Restrictions

Restricted Use

You will not and will use commercially reasonable efforts to make sure a third party does not:

• Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
• Use the Service to handle, process or transmit funds for any third party;
• Transferring funds between bank accounts held in the same name;
• Sell, resell, lease or the functional equivalent, the Service to a third party without our consent;
• Attempt to create a substitute or similar service through use of, or access to, the Service;
• Use Wave Payroll to export or re-export any Service(s) or content thereon or any portion thereof, in violation of the export control laws and regulations of the United States of America and/or Canada; or
• Use the Services, or a component of the Services, in a manner not authorized by Wave or outside of the intended use of the Service.

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

• Except as required in connection with the Service, to post, store, e-mail, upload, scan or otherwise provide to Wave, either directly or indirectly, otherwise confidential information to the Service, including, without limitation, any third party’s payment information, or your or any third party’s 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 or storing of images or scans containing such prohibited information;
• To violate, or encourage the violation of, the legal rights of others;
• To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
• To violate, or encourage the violation of, the legal rights of others;
• For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
• To collect, or attempt to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
• To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
• To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
• To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorized users;
• To alter, disable, interfere with or circumvent any aspect of the Service;
• To violate the security of the Service or attempt to gain unauthorized access to any Service, or Wave's computer systems or networks connected to any server associated with Wave; or
• To attempt to reverse engineer the Service or any other Service or any component thereof.

Unauthorized or Illegal Use

In addition, you will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Payroll Account and your User ID and other access information (e.g. passwords, if any). You will promptly notify Wave of any unauthorized use of, or access to, the Service of which you become aware.

Wave may suspend, disable, or change your Payroll Account or User ID (or password) at any time if Wave believes that any such of your access information has been compromised, that you or someone using your Payroll Account is a threat to the integrity or security of any Service(s), or if Wave has another reasonable basis for doing so.

Wave may decide to instruct your bank to not process any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Wave users, our bank, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Payroll Account, and any of your transactions with law enforcement.

Prohibited Business Types and Activities

You agree that you will not, and will use commercially reasonable efforts to make sure that a third party does not use the Service in connection with the following activities, items or services:

Financial and Professional Services

Debt Collection & Credit Services
Debt collection, consolidation or reduction services; mortgage consulting; credit counseling or credit repair services; lending or lending instruments; crowdfunding.

Investment & Legal Services
Securities brokers; commodity or equity trading; real estate opportunities; bailiffs and bail bonds; bankruptcy lawyers; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm.

Money Services
Money services businesses; financial services, such as money transfers, sales of foreign currency, wire transfers, money orders, check cashing, cash advances, bill payments, loan payments, or sales of prepaid cards or mobile minutes.

Virtual Currency or Stored Value
Virtual currency or credits that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g. Bitcoin).

Regulated, Illegal Products and Services, IP Infringement

Adult Content and Services
Pornography and other adult content (including literature, imagery and other media); any sexually-related services such as prostitution, escorts, massage parlors, pay-per view and adult live chat; mail order brides.

Counterfeit or Unauthorized Goods
Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.

Intellectual Property / Proprietary Rights Infringement
Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without authorization from the rights holder; any product or service that infringes or facilitates infringement upon the copyright, patent, trademark or trade secrets of any third party.

Gambling
Internet gaming; lotteries; contests; sweepstakes; games of chance; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; memberships on gambling related sites.

Regulated Products and Services
Marijuana dispensaries and related products and services; sale of tobacco, e-cigarettes, e-liquids, bongs, vaporizers and hookahs; age restricted products or services; internet pharmacies and script dispensers; firearms, weapons and ammunition; gunpowder, explosives and fireworks; toxic, flammable, and radioactive materials.

Substances Designed to Mimic Illegal Drugs
Sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom).

Deceptive, Unfair, or Predatory Practices

Get Rich Quick Schemes
Investment opportunities or other services that promise high rewards.

No-Value-Added Services
Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; businesses that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

Products or Services that are Otherwise Prohibited

Aggregation
Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.

Court Ordered Payments
Alimony, child support, or other court-ordered payments.

Delayed Delivery
Businesses that engage in delayed delivery where the goods or services provided to the cardholder are not delivered or fulfilled within 3 months of when the payment is processed.

Hate & Violence
Hate, violent acts or activities, discrimination or the financial exploitation of a crime.

High Risk Businesses
Online computer technical support; direct marketing of subscription offers; outbound telemarketing, infomercial businesses; telecommunications equipment and telephone sales; rebates and upsell programs; drop shipping; forwarding brokers; negative response marketing; credit and identity theft protection; pawn shops; buyers or membership clubs; psychic services; discount coupon businesses; discount medical or dental insurance plans; any businesses that we believe poses elevated financial risk, legal liability, or violates card network rules.

Multi-Level Marketing
Pyramid schemes, network marketing, and referral marketing programs.

Pseudo Pharmaceuticals
Pharmaceuticals, nutraceuticals and other products that make health claims that have not been approved or verified by the applicable regulatory body.

Real Estate Services
Distressed property sales and marketing; real estate flipping; timeshares including resales and related marketing.

Social Media Activity
Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity.

Travel Related Services
Travel agencies; tour operators; travel reservation services and clubs; airlines; cruises and timeshares.

D. Direct Deposit

Payroll Service Payments

In order to process Payroll Service Payments you must enable direct deposit. ("Payroll Service Payments)" is defined as the electronic withdrawals from your bank account to fund payroll and contractor payments via direct deposit, payroll tax payments or any adjustments on those amounts.

You may send us requests to process and send Payroll Service Payments to your employees and contractors for their work during an applicable work period. When you request Payroll Service Payments you will receive confirmation when the request is received. However, we do not verify your payroll information including but not limited to time entries, pay rates, or payee banking details, and a confirmation does not mean that your submission of Payroll Service Payments were error-free. If errors are detected later we may be unable to complete the submission of your Payroll Service Payments. We will make reasonable efforts to tell you if we cannot complete your Payroll Service Payments. Payroll Service Payments taking place after certain processing deadlines may be considered to occur on the next business day.

A Confirmation will be sent to your Bank Account up to five (5) business banking days before the pay date of the applicable payroll and you must have sufficient funds in your Bank Account to fulfill your Payroll Service Payments on that date. After that, no interest or earnings will accrue to you and Wave will hold the money until the Payroll Service Payments are made. Once your Payroll Service Payments are complete and submitted you may cancel them until we send them to the Automated Funds Transfer system ("AFT System"). You are responsible for verifying that all Payroll Service Payments have been received and are accurate. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Payroll Service Payments in our files.

You represent and warrant to Wave that: (i) you have received authorization from each person or entity to allow you to make Payroll Service Payments and/or any necessary adjustments to their bank account, as appropriate, (ii) at the time any Payroll Service Payment is made you have no knowledge that the authorization has been revoked or terminated, and (iii) your Payroll Service Payments comply with applicable laws. You are responsible for maintaining employee authorizations, record retention, and any additional rules specified by the AFT System rules.

Bank Account Verification

Prior to processing any Payroll Service Payment, we may verify your Bank Account information. You agree that as part of the verification process, we may, i) verify your Bank Account information by debiting between $0.01 and $1.00 (“Micro Deposit Transactions”) from your Bank Account, then credit the same amount back to your Bank Account, and request that you verify the amount debited or credited, and/or ii) verify your Bank Account using your financial institution login credentials and we may also ask you questions about your bank account balance and recent transactions. If you are unable to successfully verify the Micro Deposit Transactions and/or log in to your financial institution within the time specified by Wave we will be unable to process your Payroll Service Payments. We will only use this verification process to verify your Bank Account and will not otherwise debit your Bank Account, except for your use of the Payroll Services. Wave uses Plaid Inc. (“Plaid”) to gather your data from financial institutions. By using our service, you grant Wave and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy.

We must provide you with notice confirming your payment instructions ("Confirmation") before the due date of the first PAD. As permitted by the rules of Payments Canada and to enable an earlier implementation of your instructions, you agree to the reduction of the period between Confirmation and the due date of the first PAD from the default 15 days to 3 days.

PAD Origination

You acknowledge that the origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Pre-Authorized Debit (“PAD”), as defined in Payments Canada Rule H1, transactions to the Payroll Account and the transmission of funds via PAD transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the Payments Canada rules. You warrant to us everything that we must warrant as a PAD originator, and you agree to hold harmless, indemnify and defend Wave and the bank in connection with all of your PAD transactions, including legal fees.

By using the Service, you authorize us to initiate electronic withdrawals from your bank account to fund Payroll Service Payments.

You authorize and direct the financial institution that holds the bank account (“Bank Account”) designated for use with Payroll Services to i) debit each Payment Service Payment from your Bank Account and pay that amount to us, and ii) respond to our inquiries regarding your Bank Account. You agree that your Bank Account is a PAD enabled bank account located in Canada and that all Payroll Services Payments will be to bank accounts located in Canada.

PAD Authorization

This is a continuing but revocable authorization for the issue and processing of PADs for business purposes, pursuant to this Agreement, for regularly recurring payments of fixed or variable amount owing by you to third parties as specified in this Agreement, or otherwise specified by you from time to time.

You authorize us to i) initiate transactions by debiting your Bank Account to collect Payroll Service Payments and/or pay any fees related to Payroll Services, ii) reinitiate, or initiate a new debit to your Bank Account if any debit is returned by your bank, iii) credit your Bank Account when necessary, at our sole discretion, for any refund or credit amount due to you, and/or iv) to send Payroll Service Payments, electronically or by any other commercially accepted method, to the appropriate financial institution(s) or taxing authority. If Wave tells you that a bank account number or other information about your Payroll Service Payments has changed, you must use this information in the future to initiate Payroll Service Payments.

We may i) establish transaction limits on Payroll Service Payments, such as a maximum number or dollar amount, ii) change transaction limits from time to time without disclosing such changes and iii) refuse to process your Payroll Service Payments if we reasonably believe your Bank Account balance is insufficient to cover the amounts due or for any other reason we deem reasonable.

You waive the right to receive any pre-notification required under PAD rules for any change in the amount of the PADs.

If any amount payable by you is dishonored or returned by your bank for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account or reversal by you and/or your bank, Wave may i) reverse any corresponding credit issued to Wave, you, your employees or any other party without liability to you or any other party, ii) reverse direct deposits, iii) refuse to perform further Payroll Services, iv) apply any amounts currently held by Wave to any amount owed to Wave by you, v) initiate another debit in substitution for the dishonored debit until the debit is honored and to initiate separate debits to cover any NSF fee or dishonored payment fees, vi) charge you a one time insufficient funds fee of up to $25.00 for each occurrence, vii) report this information to any and all credit reporting agencies and or financial institutions and/or viii) immediately terminate this Agreement.

You will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1.5%) per month or the highest rate permitted by law.

You have certain recourse rights If any debit does not comply with this Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this Agreement. To obtain more information on your recourse rights, you may contact your financial institution, contact us, or visit Payments Canada.

This PAD authorization will remain in full force and effect until we receive your written notification of termination. You may revoke this PAD authorization at any time upon providing written notice to Wave within 30 days before the next PAD was to be Issued. To obtain a sample cancellation form, or for more information on your right to cancel a PAD agreement, you may contact us or your financial Institution or visit www.payments.ca.

The revocation of this PAD authorization does not affect obligations between you and Wave under any broader contract for goods or services.

You understand you may contact us at our Customer Support Team if you require more information or have an issue regarding this PAD.

E. Security

Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

Wave’s Security

We have implemented technical and organizational measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. You acknowledge that you provide your information at your own risk.

If you discover a security related issue, you agree to inform us of the issue immediately by contacting the Wave Security Team at security@waveapps.com. You also agree not to disclose the issue until Wave has addressed it.

F. Electronic Communications

Electronic Delivery

By accepting this Agreement, you agree and give consent that Wave can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by law and other information related to your Account electronically, by email sent to the address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on our website. Communications include, but are not limited to:

• Agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
• Annual disclosures;
• Transaction receipts or confirmations;
• Communication in relation to delinquent accounts (which may also be by phone, and may be made by Wave or by anyone on its behalf, including a third party collection agent);
• Payroll Account statements and history; and
• Federal and provincial tax statements.

You agree that any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Site. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature.

By agreeing to this Agreement, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Payroll Account at a later date.

How to Withdraw Your Consent

At any time, you may withdraw your consent to receive electronic Communications, as outlined in our Privacy Policy, by contacting our Customer Support Team. If you choose to withdraw your consent to receive electronic Communications, Wave may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

Updating Your Contact Information

You are responsible for ensuring your contact information is kept up to date, including without limitation your primary email address. You understand and agree that if Wave sends you an electronic Communication but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Wave will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Wave to your email address book so that you will be able to receive the Communications we send to you.

You can update your contact information at any time by logging into your Wave account and entering your up-to-date information. If your primary email address becomes invalid such that electronic Communications sent to you by Wave are returned, Wave may close your Payroll Account, and you will not be able to transact any activity using your Payroll Account until we receive a valid, functional primary email address from you.

G. Termination

Wave will automatically renew your monthly subscription to the Service at the then-current rates, unless the Services are cancelled or terminated under this Agreement.

Termination

If your Account is terminated for any reason, you agree:

• to continue to be bound by this Agreement, including the Arbitration Provision,
• to immediately stop using the Service,
• that the license provided under this Agreement shall 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 Payroll Account data stored on our servers, and
• that Wave shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Payroll Account data, or export of your information or Payroll Account data.

Your Right to Terminate

If you choose to terminate this Agreement, you may do so at any time by terminating the Service. To terminate your subscription to the Service, you must place your account on hold. The Arbitration Provision will survive the termination of this Agreement.

Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate providing the Service to you without terminating your other Wave services. We may also suspend your access to the Service if you:

• have violated the terms of Wave’s policies or this Agreement,
• have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct, or
• have been reasonably deemed to pose an unacceptable credit or fraud risk to us

Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

H. Warranties and Limitation of Liability

Limitations on Wave’s Responsibility

Wave makes no representations or guarantees regarding our Service. Use of our Service in no way represents any endorsement by Wave.

Representations and Warranties

You represent and warrant to us that:

• you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement;
• the name provided by you when you registered for the Service is your name, or the business name;
• you have obtained all consents necessary in your jurisdiction to provide us and our third party service providers with the information required to provide the payroll Services.
• you have consent to access your employees’ bank accounts to process direct deposits of payments and to debit overpayments and payment errors.
• you expressly authorize Wave to process such deposits and debits as required from time to time and you agree to hold harmless and indemnify Wave against any damages, losses or claims arising in respect of payroll processes and access to employee accounts (excepting fraud, willful neglect, or manifest error by Wave, its affiliates or third party providers.
• you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations;
• you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
• you will comply with all requirements of law relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect in Canada;
• you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.
• your use of the Service will be in compliance with this Agreement.

Wave makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at 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. You may not use the Service unless you are a resident of Canada. You may not use the Service if you are a foreign person or entity blocked or denied by the Canadian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Canada.

Disclaimer of Warranties by Wave

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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 SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE 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 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.

Indemnification

You will indemnify, defend and hold us and our partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

• any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies;
• your wrongful or improper use of the Service;
• any transaction submitted by you through the Service;
• your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
• your violation of any law, rule or regulation of Canada or any other country; or
• any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.
• certain online services including access to online banking, online payments, digitization, storage of receipts, and other online services related to the use of the Site are provided by financial institutions and other third party service providers and not by us.

You agree to hold harmless and release the Wave Parties from any liability relating to Your use of such online services. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third party provider. You may be billed by Your third party provider for such services and any such fees or costs (including text, data, phone, and delivery charges) are independent of Wave and will be paid by You. You represent and warrant that You have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.

Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAVE, ITS SUPPLIERS, OR LICENSORS, (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WAVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVE, (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAVE, ITS AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY; UNDER THE PAYROLL GUARANTEE WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE ACTUAL AMOUNT OF THE PENALTY (NET OF EXCEPT THAT OUR LIABILITY UNPAID TAXES, FEES AND INTEREST) ASSESSED AGAINST YOU, TO A MAXIMUM OF FIVE HUNDRED US DOLLARS ($500) AND (B) THE AGGREGATE AMOUNT (NET OF TAXES) YOU'VE ACTUALLY PAID WAVE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, TO A MAXIMUM OF THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) AGAINST YOU. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

Payroll Guarantee

Wave takes every commercially reasonable effort to accurately calculate federal, provincial, and local payroll taxes. In the event such calculations are incorrect due directly to Wave’s negligence, and such errors result in a penalty, Wave will pay all or a portion of the penalty calculated in a manner and subject to the limitations outlined below.

Payment calculation and limitation:

THE GREATER OF (A) THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) ASSESSED AGAINST YOU, TO A MAXIMUM OF FIVE HUNDRED US DOLLARS ($500) AND (B) THE AGGREGATE AMOUNT (NET OF TAXES) YOU'VE ACTUALLY PAID WAVE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS, TO A MAXIMUM OF THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) AGAINST YOU.

You must provide Wave with the penalty notice received from the taxing authority within 90 days of the date of the first notice. The penalty must be the direct result of incorrect calculations made by Wave and not the result of incorrect data provided by or on behalf of an employer or employee. The penalty must apply to a time period during which the employer was using Wave. The employer is responsible for any unpaid taxes, fees and interest charges due as a result of the penalty notice.

No Waiver

No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default.

I. Fees

Trial Period

Wave Payroll is available for a trial period of up to 30 days. The trial period begins on the day you approve your first payroll and will end after 30 days, or upon activating your account by entering your credit card information. During the trial period, all Service fees will be waived. Once a trial period has commenced, it may not be reset through any action. All functionality of Wave Payroll will be available to you during the trial period with the exception of approving payrolls beyond the trial period.

During the trial period, you may activate your account at any time. Should you activate prior to the end of the trial period, your fees will continue to be waived for the duration of the period.

On completion of the 30 day trial period, if you have not yet activated your account, your access to Services will be restricted to the billing page. Access to the Wave Payroll features and data will continue to be restricted until such time as you activate your account. This data will remain available for audit purposes, as required by law and regulation.

Fees

You agree to pay the fees for the Service as described on our website: Pricing Page.

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. Wave will take commercially reasonable efforts to notify you of any change in fees at least 30 days in advance of the effective date. Your continued use of the Service constitutes your agreement to those changes. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect.

You must provide a valid payment card acceptable to Wave. Payments will be billed with respect to your payroll region. You will be billed in the currency of your country.

Wave Payroll is offered on a subscription and usage basis, billed monthly. Monthly billing is not prorated. Wave Payroll usage is billed in arrears. On the first day of each month, you will be billed for the current month’s subscription fees and usage fees incurred in the previous month.

If your payment information is not accurate, current and complete or if we are not able to process your fee payments, we may suspend or terminate your account and refuse any use of the Services.

If you do not notify us of updates to your payment information, to avoid interruption of your service, we may participate in programs supported by your card network to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. You authorize Wave to reprocess failed payments.

To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the payment card associated with your account. If the amounts available on your payment card are not sufficient to meet your obligations to us, your account will enter a delinquent state. Accounts that remain delinquent for a period of 3 months will be suspended and may be closed. Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement. Except as otherwise provided in the Arbitration Provision, you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

Your Statements

Itemized invoices for each month’s billing are available to you on the Wave Payroll billing page.

You agree to review these invoices and, within 30 days of receipt, to notify us in writing of any errors or inaccuracies. If you do not notify us of any such issues within this 30 day period, you agree that the items listed on the invoice are correct and you release us from any claim relating to the invoice, the items listed on your invoice, items missing from your invoice, and/or items suspected of being missing from the invoice. If you are unable to view your invoices, you agree to tell us immediately.

J. Miscellaneous

Governing Law

Except as otherwise 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 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.

Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Wave Payroll Terms of Service, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave Payroll, and it supersedes all previous communications, representations, or agreements, either oral or written, between You and us.

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.

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 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 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.

Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

Severance

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.

Data Retention

In order to meet Canada Revenue Agency ("CRA") requirements and to support the Payroll Guarantee, Wave will retain payroll records and related data for a period of no less than 7 years. Our use of Personal Information, as well as our data handling and retention processes, is outlined in our Privacy Policy.

K. Additional Services

In addition to basic payroll services, Wave provides certain Additional Services that are subject to and governed by additional terms of service. If you use any of the Services listed immediately below, the linked Specific Additional Service-specific Terms apply. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.

For Wave Payroll users who have Wave file and remit taxes on their behalf, these additional terms apply.

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Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

These Payroll Terms of Service (this “Agreement”) constitute a legal agreement between you (“Merchant”, “User”, “You” or “Your) and Wave Financial USA Inc. (“Wave”, “We”, “Our” or “Us”) and govern your access to and use of Wave’s payroll services (the “Service” or “Payroll”). 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.

Overview of this Agreement

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 terms of the Wave TOU and this Agreement, the terms of this Agreement shall prevail only with respect to Wave Payroll. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Wave TOU.

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.

PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE PAYROLL. 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.

A. The Payroll Service

1. General

This Service allows you to calculate payroll and its associated liabilities, process payroll, make related payroll and contractor payments, payroll tax payments and electronic tax filings.

B. Registration and Account

1. Registration

The Service is only offered to persons in the United States operating a business or employing in home care providers. To use the Service, you must register with Wave to create a payroll account (the “Payroll Account” or “Account”) and you must be at least 18 years old. You may register as an individual (sole proprietor) or as a company or other business entity. If you register as a company or other business entity, you must provide information about the business, as well as information about an owner or principal of the business and you (meaning the individual registering) must be authorized to act on behalf of the business. By registering for a Payroll Account, you represent and warrant that you are registering on your own behalf, or that you are registering on behalf of a business or nonprofit organization and you have the authority to enter into this agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.

a. Information Collected. During the registration process, Wave collects information about the business owners, including (at a minimum) their name, address, date of birth, social Security Number (SSN), business name, Employer Identification Number (EIN), business address, telephone number, and website.

b. Additional Information. Wave may request additional documentation for identity verification at any time and you agree to provide said documentation upon request. This documentation may include, but is not limited to: (a) Government issued identification (such as a passport or driver’s license), (b) business license, (c) organizational documents, such as Articles of Incorporation, and (d) Information from you to verify beneficial ownership or control of the business, for underwriting and other purposes.

c. Who May Obtain Service. Only persons operating a business (including sole proprietors) or employing in home care providers, and nonprofit organizations may register for the Service. You must be either: (a) a United States citizen, (b) a legal permanent resident of the United States, or (c) an authorized United States business or non-profit organization having a physical presence in the United States. You must have a valid United States bank account. You may not use the Service if you are an entity blocked or denied by the United States government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC)

2. Verification & Accuracy

You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service and, at our option, close your Payroll Account. You agree to immediately notify us if you discover that any information which you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time. You authorize Wave, directly or through inquiry of third parties, to verify the accuracy of any information you provide. If you are the business owner or principal of the business registering, you authorize Wave to obtain identity verifying information about you, including a consumer report that contains your name and address. You also authorize Wave to periodically obtain additional credit reports to determine whether you continue to meet the requirements for the service.

3. Underwriting and Sharing Information

You agree that Wave is permitted to make all reasonable inquiries and investigations with third parties such as credit reporting agencies, your bank and other financial institutions and obtain information, as permitted by law, about the business registering for the Service, the business owners or principals and accounts held by the business, business owners or principals. At any time Wave may conclude that you will not be permitted to use the Service.

Wave is also permitted to share some or all of the information about you, your website and business and your use of this Service, and your transactions with our third-party identity verification service providers, partners and service providers (and their respective affiliates, agents, subcontractors, and employees) in accordance with our Privacy Policy. This includes sharing information:

• for regulatory or compliance purposes,
• to conduct Wave’s risk management process,
• for use in connection with the management and maintenance of the Service, and
• for the maintenance of customer records about you and to assist us in better serving you.

4. Consumer Reports

If you are the business owner or principal of the business registering, you consent to Wave obtaining credit and other information about you from consumer and credit reporting agencies in order to help us determine your ongoing eligibility for the Service. You understand that this information may include the types and amounts of credit advanced to you, payment histories, negative banking items, collection actions, legal proceedings, previous bankruptcies and other information reported by your creditors. This consent is effective as of the date you start using our Service and continues to be effective as long as you use our Service.

C. Use Restrictions

1. Restricted Use

You will not, and will use commercially reasonable efforts to make sure a third party engaged by you or acting on your behalf does not:

• Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
• Use the Service to handle, process or transmit funds for any third party;
• Transferring funds between bank accounts held in the same name;
• Sell, resell, lease or the functional equivalent, the Service to a third party without our consent;
• Attempt to create a substitute or similar service through use of, or access to, the Service;
• Use Wave Payroll to export or re-export any Service(s) or content thereon or any portion thereof, in violation of the export control laws and regulations of the United States of America and/or Canada; or
• Use the Services, or a component of the Services, in a manner not authorized by Wave or outside of the intended use of the Service.
• Use the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

2. Additional Restrictions

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

• Except as required in connection with the Service, to post, store, e-mail, upload, scan or otherwise provide to Wave, either directly or indirectly, otherwise confidential information to the Service, including, without limitation, any third party’s payment information, or your or any third party’s 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 or storing of images or scans containing such prohibited information;
• To violate, or encourage the violation of, the legal rights of others;
• For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
• To collect, or attempt to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
• To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
• To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
• To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorized users;
• To alter, disable, interfere with or circumvent any aspect of the Service;
• To violate the security of the Service or attempt to gain unauthorized access to any Service, or Wave's computer systems or networks connected to any server associated with Wave; or
• To attempt to reverse engineer the Service or any other Service or any component thereof.

3. Unauthorized or Illegal Use

You will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Payroll Account and your User ID and other access information (e.g. passwords, if any). You will promptly notify Wave of any unauthorized use of, or access to, the Service of which you become aware.

Wave may suspend, disable, or change your Payroll Account or User ID (or password) at any time if Wave believes that any such of your access information has been compromised, that you or someone using your Payroll Account is a threat to the integrity or security of any Service(s), or if Wave has another reasonable basis for doing so.

Wave may decide to instruct your bank to not process any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Wave users, our bank, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Payroll Account, and any of your transactions with law enforcement.

4. Prohibited Business Types and Activities

You agree that you will not, and will use commercially reasonable efforts to make sure that a third party does not use the Service in connection with the following activities, items or services:

Financial and Professional Services

Debt Collection & Credit Services Debt collection, consolidation or reduction services; mortgage consulting; credit counseling or credit repair services; lending or lending instruments; crowdfunding.

Investment & Legal Services Securities brokers; commodity or equity trading; real estate opportunities; bailiffs and bail bonds; bankruptcy lawyers; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm.

Money Services Money services businesses; financial services, such as money transfers, sales of foreign currency, wire transfers, money orders, check cashing, cash advances, bill payments, loan payments, or sales of prepaid cards or mobile minutes.

Virtual Currency or Stored Value Virtual currency or credits that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g. Bitcoin).

Regulated, Illegal Products and Services, IP Infringement

Adult Content and Services Pornography and other adult content (including literature, imagery and other media); any sexually-related services such as prostitution, escorts, massage parlors, pay-per view and adult live chat; mail order brides.

Counterfeit or Unauthorized Goods Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.

Intellectual Property / Proprietary Rights Infringement Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without authorization from the rights holder; any product or service that infringes or facilitates infringement upon the copyright, patent, trademark or trade secrets of any third party.

Gambling Internet gaming; lotteries; contests; sweepstakes; games of chance; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; memberships on gambling related sites.

Regulated Products and Services Cannabis & Marijuana dispensaries and related products and services including cannabidiol (CBD); sale of tobacco, e-cigarettes, e-liquids, bongs, vaporizers and hookahs; age restricted products or services; internet pharmacies and script dispensers; firearms, weapons and ammunition; gunpowder, explosives and fireworks; toxic, flammable, and radioactive materials.

Substances Designed to Mimic Illegal Drugs Sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom).

Deceptive, Unfair, or Predatory Practices

Get Rich Quick Schemes Investment opportunities or other services that promise high rewards.

No-Value-Added Services Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; businesses that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

Products or Services that are Otherwise Prohibited

Aggregation Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.

Court Ordered Payments Alimony, child support, or other court-ordered payments.

Delayed Delivery Businesses that engage in delayed delivery where the goods or services provided to the cardholder are not delivered or fulfilled within 3 months of when the payment is processed.

Hate & Violence Hate, violent acts or activities, discrimination or the financial exploitation of a crime.

High Risk Businesses Online computer technical support; direct marketing of subscription offers; outbound telemarketing, infomercial businesses; telecommunications equipment and telephone sales; rebates and upsell programs; drop shipping; forwarding brokers; negative response marketing; credit and identity theft protection; pawn shops; buyers or membership clubs; psychic services; discount coupon businesses; discount medical or dental insurance plans; any businesses that we believe poses elevated financial risk, legal liability, or violates card network rules.

Multi-Level Marketing Pyramid schemes, network marketing, and referral marketing programs.

Pseudo Pharmaceuticals Pharmaceuticals, nutraceuticals and other products that make health claims that have not been approved or verified by the applicable regulatory body.

Real Estate Services Distressed property sales and marketing; real estate flipping; timeshares including resales and related marketing.

Social Media Activity Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity.

Travel Related Services Travel agencies; tour operators; travel reservation services and clubs; airlines; cruises and timeshares.

D. Direct Deposit

1. Payroll Service Payments

In order to process Payroll Service Payments you must enable direct deposit. ("Payroll Service Payments”) is defined as the electronic withdrawals from your bank account to fund payroll and contractor payments via direct deposit, payroll tax payments or any adjustments on those amounts.

You may send us requests to process and send Payroll Service Payments to your employees and contractors for their work during an applicable work period. When you request Payroll Service Payments you will receive confirmation when the request is received. However, we do not verify your payroll information including but not limited to time entries, pay rates, or payee banking details, and a confirmation does not mean that your submission of Payroll Service Payments were error-free. If errors are detected later we may be unable to complete the submission of your Payroll Service Payments. We will make reasonable efforts to tell you if we cannot complete your Payroll Service Payments. Payroll Service Payments taking place after certain processing deadlines may be considered to occur on the next business day.

Automated Clearing House (“ACH”) debits will be sent to your Bank Account up to five (5) business banking days before the pay date of the applicable payroll and you must have sufficient funds in your Bank Account to fulfill your Payroll Service Payments on that date. After that, no interest or earnings will accrue to you and Wave will hold the money until the Payroll Service Payments are made. Once your Payroll Service Payments are complete and submitted you may cancel them until we send them to the ACH network. You are responsible for verifying that all Payroll Service Payments have been received and are accurate. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Payroll Service Payments in our files.

You represent and warrant to Wave that: (i) you have received authorization from each person or entity to allow you to make Payroll Service Payments and/or any necessary adjustments to their bank account, as appropriate, (ii) at the time any Payroll Service Payment is made you have no knowledge that the authorization has been revoked or terminated, and (iii) your Payroll Service Payments comply with applicable laws. You are responsible for maintaining employee authorizations, record retention, and any additional rules specified by the North American Clearing House Association (“NACHA”) rules.

2. Bank Account Verification

Prior to processing any Payroll Service Payment, we may verify your Bank Account information. You agree that as part of the verification process, we may, i) verify your Bank Account information by debiting between $0.01 and $1.00 (“Micro Deposit Transactions”) from your Bank Account, then credit the same amount back to your Bank Account, and request that you verify the amount debited or credited, and/or ii) verify your Bank Account using your financial institution login credentials and we may also ask you questions about your bank account balance and recent transactions. If you are unable to successfully verify the Micro Deposit Transactions and/or log in to your financial institution within the time specified by Wave we will be unable to process your Payroll Service Payments. We will only use this verification process to verify your Bank Account and will not otherwise debit your Bank Account, except for your use of the Payroll Services. Wave uses Plaid Inc. (“Plaid”) to gather your data from financial institutions. By using our service, you grant Wave and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy.

3. ACH Origination

You acknowledge that the origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of ACH transactions to the Payroll Account and the transmission of funds via ACH transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the NACHA rules. You warrant to us everything that we must warrant as an ACH originator, and you agree to hold harmless, indemnify and defend Wave and the bank in connection with all of your ACH transactions, including legal fees.

By using the Service, you authorize us to initiate electronic withdrawals from your bank account to fund Payroll Service Payments.

You authorize and direct the financial institution that holds the bank account (“Bank Account”) designated for use with Payroll Services to i) debit each Payment Service Payment from your Bank Account and pay that amount to us, and ii) respond to our inquiries regarding your Bank Account. You agree that your Bank Account is an ACH enabled bank account located in the United States and that all Payroll Service Payments will be to bank accounts located in the United States.

4. ACH Authorization

You authorize us to i) initiate transactions by debiting your Bank Account to collect Payroll Service Payments and/or pay any fees related to Payroll Services, ii) reinitiate, or initiate a new debit to your Bank Account if any debit is returned by your bank, iii) credit your Bank Account when necessary, at our sole discretion, for any refund or credit amount due to you, and/or iv) to send Payroll Service Payments, electronically or by any other commercially accepted method, to the appropriate financial institution(s) or taxing authority. If Wave tells you that a bank account number or other information about your Payroll Service Payments has changed, you must use this information in the future to initiate Payroll Service Payments.

We may i) establish transaction limits on Payroll Service Payments, such as a maximum number or dollar amount, ii) change transaction limits from time to time without disclosing such changes and iii) refuse to process your Payroll Service Payments if we reasonably believe your Bank Account balance is insufficient to cover the amounts due or for any other reason we deem reasonable.

This ACH authorization will remain in full force and effect until we receive your written notification of termination in such time and manner as to afford Wave and the financial institution that holds your Bank Account a reasonable opportunity to act on your termination notice.

If any amount payable by you is dishonored or returned by your bank for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account or reversal by you and/or your bank, Wave may i) reverse any corresponding credit issued to Wave, you, your employees or any other party without liability to you or any other party, ii) reverse direct deposits, iii) refuse to perform further Payroll Services, iv) apply any amounts currently held by Wave to any amount owed to Wave by you, v) initiate another debit in substitution for the dishonored debit until the debit is honored and to initiate separate debits to cover any NSF fee or dishonored payment fees, vi) charge you a one-time insufficient funds fee of up to $25.00 for each occurrence, vii) report this information to any and all credit reporting agencies and or financial institutions and/or viii) immediately terminate this Agreement.

You will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1.5%) per month or the highest rate permitted by law.

E. Privacy & Security

1. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

2. Wave’s Security

We have implemented technical and organizational measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. You acknowledge that you provide your information at your own risk.

If you discover a security related issue, you agree to inform us of the issue immediately by contacting the Wave Security Team at security@waveapps.com. You also agree not to disclose the issue until Wave has addressed it.

F. Electronic Communications

1. Electronic Delivery

By accepting this Agreement, you agree and give consent that Wave can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by law and other information related to your Account electronically, by email sent to the address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on our website. Communications include, but are not limited to:

• Agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
• Annual disclosures;
• Transaction receipts or confirmations;
• Communication in relation to delinquent accounts (which may also be by phone, and may be made by Wave or by anyone on its behalf, including a third party collection agent);
• Payroll Account statements and history; and
• Federal and state tax statements.

2. Effect of Electronic Communications

Any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Site. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature.

By agreeing to this Agreement, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Payroll Account at a later date.

3. How to Withdraw Your Consent

At any time, you may withdraw your consent to receive electronic Communications, as outlined in our Privacy Policy, by contacting our Customer Support Team. If you choose to withdraw your consent to receive electronic Communications, Wave may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

4. Updating Your Contact Information

You are responsible for ensuring your contact information is kept up to date, including without limitation your primary email address. You understand and agree that if Wave sends you an electronic Communication, but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Wave will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Wave to your email address book so that you will be able to receive the Communications we send to you.

You can update your contact information at any time by logging into your Wave account and entering your up-to-date information. If your primary email address becomes invalid such that electronic Communications sent to you by Wave are returned, Wave may close your Payroll Account, and you will not be able to transact any activity using your Payroll Account until we receive a valid, functional primary email address from you.

G. Termination

Wave will automatically renew your monthly subscription to the Service at the then-current rates, unless the Services are cancelled or terminated under this Agreement.

1. Termination

If your Account is terminated for any reason, you agree:

• to continue to be bound by this Agreement, including the Arbitration Provision,
• to immediately stop using the Service,
• that the license provided under this Agreement shall 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 Payroll Account data stored on our servers, and
• that Wave shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Payroll Account data, or export of your information or Payroll Account data.

2. Your Right to Terminate

If you choose to terminate this Agreement, you may do so at any time by terminating the Service. To terminate your subscription to the Service, you must place your account on hold. The Arbitration Provision will survive the termination of this Agreement.

3. Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate providing the Service to you without terminating your other Wave services. We may also suspend your access to the Service if you:

• have violated the terms of Wave’s policies or this Agreement,
• have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct, or
• have been reasonably deemed to pose an unacceptable credit or fraud risk to us

4. Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

H. Representation and Warranties; Disclaimers

1. Mutual

Each party hereby represents, warrants and covenants to the other party that:

• Its obligations under this Agreement are valid, binding and enforceable in accordance with the terms and conditions set forth herein;
• It has the full legal right and authority to enter into and implement this Agreement in all respects, and the execution and performance of this Agreement does not violate, or conflict with any other contract or agreement to which it is a party, or by which it is bound, and that the person accepting the terms of this Agreement has complete authority to bind it to this Agreement; and
• It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority adequate for executing, delivering, and performing its obligations under this Agreement.

2. Merchant Representations and Warranties

You represent and warrant to us that:

• you are eligible to register and use the Service;
• the name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
• you have obtained all consents necessary in your jurisdiction to provide us and our third party service providers with the information required to provide the payroll Services;
• you have consent to access your employees’ bank accounts to process direct deposits of payments and to debit overpayments and payment errors;
• you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
• the contact and identifying particulars relating to name, location, address, email, phone, bank accounts, corporate officers, business names, billing descriptors and customer contact information are true and correct;
• you will keep such information updated and correct during the course of this Agreement; and
• your use of the Service will be in compliance with this Agreement and applicable Law.

3. Disclaimers

Wave makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Wave or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Wave does not have control of, or liability for, goods or services that are paid for with the Service

Wave makes no representations that the Service is appropriate or available for use outside the United States. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local Law, including but not limited to export and import regulations.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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 SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE 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 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.

I. Limitation of Liability

1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVE, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAVE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

2. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAVE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WAVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

J. Indemnification

1. Indemnification

You will indemnify, defend and hold us and our partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

• Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
• your wrongful or improper use of the Service;
• Any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
• your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
• your violation of any Law of the United States or any other country; or
• Any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.

K. Payroll Guarantee

1. Payroll Guarantee

Wave takes every commercially reasonable effort to accurately calculate federal, state, and local payroll taxes. In the event such calculations are incorrect due directly to Wave’s negligence, and such errors result in a penalty, Wave will pay all or a portion of the penalty calculated in a manner and subject to the limitations outlined below.

2. Payment calculation and limitation:

THE GREATER OF (A) THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) ASSESSED AGAINST YOU, TO A MAXIMUM OF FIVE HUNDRED US DOLLARS ($500) AND (B) THE AGGREGATE AMOUNT (NET OF TAXES) YOU'VE ACTUALLY PAID WAVE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS, TO A MAXIMUM OF THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) AGAINST YOU.

You must provide Wave with the penalty notice received from the taxing authority within 90 days of the date of the first notice. The penalty must be the direct result of incorrect calculations made by Wave and not the result of incorrect data provided by or on behalf of an employer or employee. The penalty must apply to a time period during which the employer was using Wave. The employer is responsible for any unpaid taxes, fees and interest charges due as a result of the penalty notice.

3. No Waiver

No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default.

L. Fees

1. Trial Period

Wave Payroll is available for a trial period of up to 30 days. The trial period begins on the day you approve your first payroll and will end after 30 days, or upon activating your account by entering your credit card information. During the trial period, all Service fees will be waived. Once a trial period has commenced, it may not be reset through any action. All functionality of Wave Payroll will be available to you during the trial period with the exception of 1099 Filing and approving payrolls beyond the trial period.

During the trial period, you may activate your account at any time. Should you activate prior to the end of the trial period, your fees will continue to be waived for the duration of the period.

On completion of the 30 day trial period, if you have not yet activated your account, your access to Services will be restricted to the billing page. Access to the Wave Payroll features and data will continue to be restricted until such time as you activate your account. This data will remain available for audit purposes, as required by law and regulation.

2. Fees After Trial Period

Wave will provide the Service to you at the rates and fees (“Fees”) described on our Pricing Page, 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. Wave will take commercially reasonable efforts to notify you of any change in fees at least 30 days in advance of the effective date. Your continued use of the Service constitutes your agreement to those changes. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect.

You must provide a valid payment card acceptable to Wave. Payments will be billed with respect to your payroll region. You will be billed in the currency of your country.

Wave Payroll is offered on a subscription and usage basis, billed monthly. Monthly billing is not prorated. Wave Payroll usage is billed in arrears. On the first day of each month, you will be billed for the current month’s subscription fees and usage fees incurred in the previous month.

If your payment information is not accurate, current and complete or if we are not able to process your fee payments, we may suspend or terminate your account and refuse any use of the Services.

If you do not notify us of updates to your payment information, to avoid interruption of your service, we may participate in programs supported by your card network to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. You authorize Wave to reprocess failed payments.

To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the payment card associated with your account. If the amounts available on your payment card are not sufficient to meet your obligations to us, your account will enter a delinquent state. Accounts that remain delinquent for a period of 3 months will be suspended and may be closed. Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement. Except as otherwise provided in the Arbitration Provision, you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

3. Your Statements

Itemized invoices for each month’s billing are available to you on the Wave Payroll billing page.

You agree to review these invoices and, within 30 days of receipt, to notify us in writing of any errors or inaccuracies. If you do not notify us of any such issues within this 30 day period, you agree that the items listed on the invoice are correct and you release us from any claim relating to the invoice, the items listed on your invoice, items missing from your invoice, and/or items suspected of being missing from the invoice. If you are unable to view your invoices, you agree to tell us immediately.

M. Miscellaneous

1. Governing Law

Except as otherwise 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 state in which you accepted this Agreement.

2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Wave Payroll Terms of Service, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave Payroll, and it supersedes all previous communications, representations, or agreements, either oral or written, between You and 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. You may not assign card receivables or proceeds due to you under these terms to any third party.

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 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 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.

5. Additional Services

In addition to basic payroll services, Wave provides certain Additional Services are subject to and governed by additional terms of service. If you use any of the Services listed immediately below, the linked Specific Additional Service-specific Terms apply. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.

For Wave Payroll users who have Wave file and remit taxes on their behalf, these additional terms apply.

6. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement or that expressly or by their nature extend beyond the termination of the Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. In addition, the following provisions will survive the expiration or termination of this Agreement: (Limitation of Liability); (Indemnification); (Electronic Communications); (Arbitration Provision); (Miscellaneous).

7. 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.

8. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. A waiver shall only be effective in writing executed by the party granting the waiver. Other than as expressly stated herein, any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

9. Force Majeure

Wave will be under no liability to Merchant for, and is excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its control, including, but not limited to, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, acts of third parties outside of Wave’s control, natural disasters or significant changes in the ability of Wave to offer the Service in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Networks, and/or Bank, and/or governmental authorities.


10. Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

Welcome to the Wave website, an online service designed and offered by Wave Financial, Inc. and Wave Financial USA Inc. for our customers. This Agreement explains our obligations as a service provider and your obligations as a User of Wave or our Services, as those terms are defined below. If you are under the age of 13, you may not use this Site. Capitalized or italicized terms used throughout this Agreement will have the meanings specified herein, including the defined terms contained in the “Definitions” section below.

IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY.

This Agreement includes a binding mutual arbitration provision (“Arbitration Provision”) in Section O, which requires that disputes be resolved through individual arbitration.

By using Wave, creating, or accessing your Wave account, including by signing in with a third-party service or partner (such as Google), or by otherwise using the Services we offer, you are agreeing to be bound by the Agreement without any modification or qualification.
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IF YOU ARE DISSATISFIED WITH THE AGREEMENT, OUR RULES, POLICIES, GUIDELINES OR PRACTICES, OR OUR OPERATION OF THE WAVE WEBSITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WAVE WEBSITE AND/OR OUR SERVICES, UNLESS ANOTHER REMEDY IS EXPRESSLY SET OUT IN THIS AGREEMENT.
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If for any reason you are unable to meet all the conditions set forth in this Agreement or if you breach this Agreement, your permission to access or use our Services, any materials downloaded or printed by you, and Wave immediately lapses.

We offer a number of additional services (collectively, the “Additional Services” each with their own separate rules (“Specific Additional Service Terms”) in addition to this Agreement. You can find those Additional Service Terms on our Legal Disclosures page. When you use an Additional Service, you will also be subject to the Specific Additional Service Terms. Note that if this Agreement is inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.

A. Definitions

In addition to the terms defined elsewhere in this Agreement, the terms below will have the following meanings as used throughout this Agreement.

• “Additional User(s)” means Persons, other than a Business Owner’s employees, such as independent contractors or agents of the Business Owner, who are authorized to access certain parts of Wave on behalf of the Business Owner.
• “Agreement” refers to this Terms of Use Agreement, any applicable Specific Additional Service Terms, and any posted rules, policies, or guidelines applicable to Wave or the Services, all of which are incorporated by reference.
• "Authorized User(s)” means a Business Owner’s employees and Additional Users who are authorized to access Wave and use the Services on behalf of the applicable Business Owner.
• “Business Owner” means any Person who maintains an account with us through which that Person or its Authorized Users access Wave or use the Services.
• "Cardholder Data” means a payment card holder’s primary account number, and where a full unmasked payment card number is present, any of the payment card holder’s name, expiration date, and/or service code.
• “Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, provincial, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
• "Person" means an individual (including a sole proprietor), corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
• “Service” and “Services” mean our online financial services and other small business–related services, our Support, and any Additional Services we offer through Wave from time to time.
• “Site” means this website (www.waveapps.com), all related webpages, and all related websites operated by applicable subsidiaries of Wave Financial, Inc., but does not include any third-party websites which are linked to or may link from the Site whether or not such third-party websites are used in connection with the Services.
• “Support” means any technical support and assistance we provide to Users.
• “User(s)” means any Business Owner, Authorized User, or other Person who visits, accesses, or uses Wave or the Services.   
• “Wave” means the Site and all mobile applications or any other software or applications that are associated with the Site or Services.
• “Wave Financial”, “we”, “us” and “our” each mean Wave Financial Inc. and its applicable subsidiaries that assist in providing Wave or the Services.
• “Wave Parties” means Wave Financial Inc. and Wave Financial USA Inc., their respective direct and indirect parents, subsidiaries, affiliates, partners, service providers, suppliers, and contractors as well as the predecessors, successors, assigns, officers, directors, agents, or employees.   
• “You” and “your” means any Person who visits the Site or uses Wave or the Services, whether such Person is a Business Owner, Authorized User, or other User.

B. General

1. License Grant

Wave Financial grants you a non-exclusive, non-transferable limited license to use Wave, the Services, and related resources for your business in accordance with this Agreement. You agree not to infringe on our intellectual property rights or the intellectual property rights of any third parties with whom we have business relationships, and you will comply with the terms of any applicable license agreements.

2. Additional Users

If you authorize 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 access level. If you administer your Wave account on behalf of a business, you represent and warrant that you have the right to provide access to your Additional Users.

3. Changes to Wave

We may, without notice or liability, add, discontinue, or revise any aspect, mode or design of Wave or the Services, such as the scope of the Services, time of service, or to the software/hardware required for access to Wave or the Services. We may also limit the geographic locations or jurisdictions where certain Services may be available.

4. Limited Remedies

Should there be a failure or error, omission, defect, deficiency, delay causing downtime, or inability to access Wave or the Services for any length of time, including as a result of the permanent termination of Service, you acknowledge and agree that, to the fullest extent permitted by applicable Law and except as otherwise expressly set out in this Agreement, your only remedy for any error, omission, defect, deficiency, delay or other failure of Wave or the Services whatsoever is to discontinue using Wave and the Services.

5. Information You Provide

You assume sole responsibility for, and you will ensure that any information, data, documents, or materials used, disclosed, entered into, uploaded to or created using Wave or in connection with the Services is accurate, reliable and complete and does not violate our guidelines. We accept no responsibility for the accuracy of any information, data, documents, or materials, entered into or created using Wave or the Services except as otherwise set out herein. The input, posting or uploading of any information to Wave and the storage of any information, data, documents or materials in Wave by us does not constitute our endorsement or warranty as to the compliance of such information or materials with applicable Law, or to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.

6. Consent to Monitoring

You authorize us, our service providers and their vendors and subcontractors to monitor your account and your use of Wave and the Services.

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7. Compliance with Privacy & Data Security Laws

You represent and warrant that you have obtained all required consents and you comply with all applicable Laws, including, without limitation, all privacy Laws, in connection with any use and disclosure of information relating to your use of Wave and the Services.

While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in our Privacy Policy. For example, you are responsible for obtaining any necessary consents needed to allow us to transfer any personal information uploaded to Wave or used in connection with the Services to the United States or Canada.

Wave Financial may ask that you assist with any requests by Persons, whose information you’ve disclosed to us, to access or update their information, and you agree to do so.

C. Conditions of Usage

1. Intended Purpose

Wave and the Services are for use by businesses and not for personal, family, or household purposes. You acknowledge and agree to use Wave and the Services only for the purposes for which they were intended and only in accordance with this Agreement.

2. Registration

By creating or accessing a Wave account, including by signing in with a third-party service or partner (such as Google), you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of Wave or the Services. You agree that you are not opening an account or using our Services on behalf of another individual or third party.  

You also will select a username and password. You are responsible for keeping your username, password, account details, and all information required in connection with your use of Wave or the Services (ex. employee information if you use Wave Payroll) confidential and up to date.

You and your Authorized Users are responsible for maintaining the confidentiality and security of usernames, passwords, and other access credentials that allow the use of Wave and access to the Services. You understand and agree that you are liable for unauthorized use of your account.

Some of our Additional Services require you to provide your physical business address (the location where your business operates) to comply with customer identification regulations. Please be aware that P.O. boxes are not accepted and may lead to the suspension of your account.

3. Authorization

If you are registering for a Wave account on behalf of a business, but you are not the business owner, then you represent and warrant that you have been authorized and directed by your business's principals to open the account, that you have shared all usernames, passwords and access credentials with other Authorized Users in your business, and that you have provided us with the business contact information of at least one other individual associated with the business. If you leave the business and your business’s principal contacts us, then we may be required to provide access to the Wave account. You agree to hold harmless and release the Wave Parties from any liability if we do so.

4. Unauthorized Activity

You are entirely responsible for any activities that occur under your Wave account. You agree to notify us immediately of any unauthorized access to or use of your account. You understand and agree that you are liable for unauthorized use of your Wave account. You agree to hold harmless and release the Wave Parties from any loss or liability whatsoever that you may incur as a result of someone other than you, using your username, password or account, either with or without your knowledge. You agree to indemnify the Wave Parties for any damages, third-party claims, or liabilities whatsoever that the Wave Parties may incur as a result of activities that occur on or through your Wave account, whether or not you were directly or personally responsible.

5. HIPAA Disclaimer

If you intend to use the Service, any Additional Services, or content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that Wave Financial makes no representations or warranties of any kind with respect to compliance with the Health Insurance Portability and Accountability Act (“HIPAA”), that none of the Service or Additional Services provided by Wave Financial under this Agreement are HIPAA-ready or HIPAA-compliant, that the Service or Additional Services provided by Wave Financial under this Agreement will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Service, Additional Services, and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

D. Online Access to Financial Institutions, Wave Pros and Other Services.

Certain online services (including access to online banking, online payments, online invoicing, digitization, storage of receipts, certain payroll related services, and other online services related to the use of Wave) are provided by financial institutions and other third-party service providers and not by us. You agree to hold harmless and release the Wave Parties from any liability relating to your use of such online services. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third-party service providers. You represent and warrant that you have the right to provide us with usernames, passwords, personal information, and other access credentials which we may require to access any third-party services or accounts in connection with the Services.

Wave Financial does not provide professional accounting services or financial advice. Unless expressly stated to the contrary, Wave Financial does not pre-qualify, review, or endorse anyone and we provide no representation or warranty as to anyone’s  background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality. If you use a third party for assistance, you acknowledge that you are doing so at your own risk and hereby agree to release and hold the Wave Parties harmless from any loss or liability you incur arising from your use of the third party.

E. Software Notice.

In the event that a User is required to download or use software in connection with Wave or the Services, they will be unable to download and access such software unless they first agree to the license agreement relating to such software. Use of any such software is governed by this Agreement and the applicable license agreement.

F. Copyrights, Trademarks and Intellectual Property.

Wave Financial and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities, and software that make up Wave and the Services. The technical procedures, processes, concepts, and methods of operation that are inherent within Wave constitute are proprietary and confidential to Wave. The usage of Wave or our Services does not constitute a sale or transfer of any intellectual property rights to any Users. Without any prejudice to the foregoing, your data, information, and other content you provide to us or input using Wave and the Services remains exclusively yours. Any Business Owner information or data entered using Wave or otherwise provided for accessing Wave on behalf of a Business Owner remains the property of the Business Owner. You hereby grant to Wave Financial, which Wave Financial hereby accepts, a worldwide, perpetual, royalty free, nonexclusive right and license to use all data, information and content provided in connection with your use of Wave and the Services for any uses that are reasonably related to the delivery of Wave or the Services.

Materials on and relating to Wave, including the content of Wave and any software downloaded from Wave, are protected by copyright, trademark, and other intellectual property Laws. Wave Financial reserves all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer, or copy the Services or any of the materials or software or any part of Wave or any content therefrom without Wave Financial’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Wave.

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a User of the Services. Your use of screenshots is subject to the following:

• No screenshot may be used from any beta version of Wave unless it has been commercially released to the public;
• The use is for illustrative purposes;
• The use may not imply any endorsement by or affiliation with Wave Financial;
• The screenshot does not contain any commentary which may appear to have been attributable to us;
• The screenshot does not contain any third-party content; and
• The use does not violate this Agreement.

Wave Financial has rights to several trademarks which it uses in connection with the operation of Wave or the Services. Wave Financial does not grant any Users any right or license to use the Wave Financial trademarks or any logo, trade name or other intellectual property other than as expressly set out in this Agreement or in another license between you and us.

G. Prohibited Use.

You may only access the information stored using Wave or the Services for lawful purposes. You may not use Wave, the Services, or any such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to civil liability, criminal liability, or both.

You shall not publish, post, upload, distribute, provide, or enter any material or information that is illegal, unlawful or could reasonably be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or that any reasonable individual would consider objectionable on grounds of good conscience.

No User may use any means to restrict or prevent another User from accessing or enjoying Wave.

You are not permitted to upload information or other content to Wave that you reasonably ought to know infringes on the intellectual property rights of others, or that places unnecessary load so as to affect the performances of Wave, the Services or our systems and equipment. You may not use Wave and the Services in a manner which could block access to, impair, damage, or otherwise disable Wave or any of our servers or other equipment. You may not attempt to gain unauthorized access to Wave or to any other Business Owner’s accounts, computer systems or networks through any means such as password mining, keystroke logging or hacking. You shall not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable Laws.

You may not lease, sell, pledge, sublicense, assign or otherwise deal with Wave or the software belonging to Wave Financial in a manner that is inconsistent with our intellectual property rights in and to Wave and the software.

You may not promote any commercial interest, falsify, or delete any information on Wave, collect personal information without express authority to do so, violate any applicable Laws, create a false identity, or utilize Wave under false pretenses.

You are not permitted to open an account or use our Services on behalf of a third party.

H. Privacy and Security

1. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood, and accepted our Privacy Policy.

2. Wave’s Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the Wave Security Team at security@waveapps.com. You also agree not to disclose the issue until Wave has addressed it, unless otherwise required by applicable Law.

3. Security Breach

Subject to your obligations of confidentiality or a duty to restrict dissemination of proprietary information arising from third party relationships or as otherwise imposed by Law, you will promptly notify Wave upon learning of any suspected or actual security breach, unauthorized disclosure, compromise of privacy involving Cardholder Data or the actual loss or theft of any such personal information.

4. Cardholder Data

We are responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by us on your behalf. Wave Financial has developed strict security features to protect Cardholder Data, and as such, it is required that this data only be used in anticipated ways and stored in appropriate places.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN WAVE, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e., where Wave explicitly requests such data be entered into such fields).

Appropriate fields are clearly marked with labels such as ‘card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store Cardholder Data in fields with labels such as ‘memo’ or ‘note’. Similarly, excluding payment forms, you must never enter CVV2 data into any fields in Wave. You assume all responsibility for any Cardholder Data entered into Wave in violation of this Agreement.

We are responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by us on your behalf. Wave Financial has developed strict security features to protect Cardholder Data, and as such, it is required that this data only be used in anticipated ways and stored in appropriate places.

5. Ownership and Disclosure of Information.

You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Services and Wave. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:

• For the purposes of fraud prevention and law enforcement;
• To comply with any legal, governmental or regulatory requirement;
• To our lawyers in connection with any legal proceedings; and
• To comply with a court order.
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If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances (where allowed by Law) and if appropriate the right to challenge any such request. Wave Financial’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.

6. Authorization to Export Data

You acknowledge that we may export your information outside the Province of Ontario and outside of Canada for processing, since we outsource certain information processing to third-party service providers who are resident in the United States. Therefore, your information may be available to the United States government or its agencies under a lawful order made in the United States. Additionally, some of our employees may have access to your information outside of Canada and the US. We do not share personal information except as provided in our Privacy Policy.

I. Limitation of Liabilities and Damages

1. Limitation of Liabilities

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND ALL USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE WAVE PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, OR COSTS OF ANY NATURE OR KIND (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED IN ANY MANNER WHATSOEVER WITH THIS AGREEMENT OR THE USE, OR INABILITY TO USE, WAVE OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, (I) THIRD-PARTY SERVICES; (II) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; OR (III) LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS REGARDLESS OF WHETHER ANY SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

2. Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE WAVE PARTIES BE LIABLE TO YOU, ANY USERS, 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, WAVE OR THE SERVICES, EVEN IF THE WAVE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR OTHERWISE. ACCESS TO, AND USE OF, WAVE AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

SOME JURISDICTIONS, INCLUDING STATES SUCH AS NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATION OR EXCLUSION DOES NOT APPLY TO YOU.

OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WAVE PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING WAVE OR THE SERVICES. WITHOUT LIMITING THE PRECEDING SENTENCE, YOU AND ALL USERS AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM YOUR LICENSE AND USE OF WAVE AND THE SERVICES.

SOME JURISDICTIONS, INCLUDING NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATIONS DO NOT APPLY TO YOU AND IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE YOU FIRST ACCESSED OR USED WAVE OR THE SERVICES. 

YOU AND THE USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT WAVE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOU AND THE USERS AGREE TO USE WAVE, THE SERVICES, ANY THIRD-PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO WAVE OR THE SERVICES AT YOUR OWN RISK. YOU AND THE USERS AGREE TO DETERMINE THE SUITABILITY OF WAVE AND SERVICES FOR THE INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING WAVE AND THE SERVICES.

You agree that the essential purposes of this Agreement may be fulfilled even with these limitations on liabilities. You acknowledge that Wave Financial would not be able to offer the Products and Services on an economical basis without these limitations.

J. Termination

1. Your Right to Terminate

You may terminate your account, this Agreement and your use of Wave by following the “Close your Wave Account” instructions found on your account page. Upon such termination, you must immediately cease using Wave. We may at our option immediately block your access to Wave. Your termination of the Service will automatically result in the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

2. Our Right to Terminate

Wave Financial may terminate your account, this Agreement and your use of Wave and the Services at any time and for any reason, with or without notice, if you breach this Agreement or we suspect you of fraud or suspect that your Wave account has been compromised in any way. 

If you are an entity, Wave Financial may also terminate your account, this Agreement and your use of Wave, if you: 

• (i) Become insolvent or admit your inability to pay your debts generally as they become due; 
• (ii) Become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within ten (10) business days or is not dismissed or vacated within thirty (30) days after filing; 
• (iii) Are dissolved or liquidated or take any corporate action for such purpose; 
• (iv) Make a general assignment for the benefit of creditors; or 
• (v) Have a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.

3. Termination

If your account is terminated for any reason, you agree:

• To continue to be bound by this Agreement, including the Arbitration Provision;
• To immediately stop using the 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 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 data, or export of your information or data.

4.  Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

K. Electronic Communications

1. Electronic Delivery

By accepting this Agreement, you agree and give consent that Wave can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by Law and other information related to your Wave account electronically, by email sent to the address listed in your account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by Law) by posting them on Wave. 

Communications include, but are not limited to:

• Agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
• Annual disclosures;
• Transaction receipts or confirmations;
• Communication in relation to risk-related issues or delinquent accounts (which may also be by phone, and may be made by Wave or by anyone on its behalf, including a third party collection agent);
• Account statements and history; and
• Federal and state/provincial tax statements.

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By accepting this Agreement, you agree and give consent that Wave may use your phone number to communicate with you by text message sent to the phone number listed in your account for the purposes of:

• Sending security codes for multi-factor authentication;
• Confirming authorized account activity;
• Protecting the security of your account;
• Communicating with you regarding a delinquent account; or
• Other risk-related issues.
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You agree to receive these text messages. Message and data rates may apply.

2. Effect of Electronic Communications

Any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within twenty-four (24) hours of the time they are emailed to you or posted to our website. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature. 

By agreeing to this Agreement, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Wave Account at a later date.

3. How to Withdraw Your Consent

At any time, You may withdraw your consent to receive electronic Communications, as outlined in our Privacy Policy, by contacting our Customer Support Team. If you choose to withdraw your consent to receive electronic Communications, Wave may deny your registration for an account, restrict, or close your account, or charge you additional fees for paper copies.

4. Requesting Paper Copies of Electronic Communications

You may request a paper copy of any Communication we send you within one hundred and eighty (180) days of the original send date, by contacting us as described above. We will send the paper copy to you by mail. In order for us to send you paper copies, you must have a current street address on file in your account. You understand and agree that Wave may charge you an exception fee for each paper copy of a Communication.

5. Updating Your Contact Information

You are responsible for ensuring your contact information is kept up to date, including, without limitation, your primary email address and phone number. You understand and agree that if Wave sends you an electronic Communication but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Wave will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails or text messages from senders not listed in your contacts, you must add Wave as a contact so that you will be able to receive the Communications we send to you.

You can update your contact information at any time by logging into your Wave account and entering your up-to-date information. If your primary email address or phone number becomes invalid such that electronic Communications sent to you by Wave are returned, Wave may close your account, and you will not be able to transact any activity using your account until we receive a valid, functional primary email address from you.

L. Third Party Links, APIs and Content.

When using Wave or the Services, you may be directed to websites maintained by other third-party service providers. In addition, some of the functionality of the Services and Wave interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google.

The availability of such third-party services (including their APIs) in connection with Wave does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third-party provider or its products or services. If at any point such third-party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third-party services or any of our Services (that are dependent on such third-party services) without providing you with any refund, credit or other compensation. Your only recourse is to terminate your account and cease using Wave and the Services. 

You acknowledge that such third-party sites and services are completely independent of Wave and as we have no control over them, we accept no liability in respect of your use, ability or inability to use any third-party sites or services or the content of such sites or services. You acknowledge that any use of the products and services offered by such third-party services providers (ex. for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that the use of such third-party service providers and their websites and services is, except where prohibited or modified by applicable Law, subject to the terms, conditions and policies established by the third-party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any liability or loss arising out of your use of, or inability to use, the products and services of third-party service providers whether or not such use is ancillary to your use of Wave. If you authorize us to do so, we may grant third parties' access to some or all (depending on the permission you give) of your private data, content and information in your Wave account through our own API for use in connection with their services. However, we may at any time in our discretion and without notice to you, discontinue providing our API to such third-party services, without providing you with any refund, credit or other compensation. Your only recourse is to terminate your account, this Agreement and cease using Wave and the Services.

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

2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Agreement, including any applicable Specific Additional Service Terms, is the entire and exclusive agreement between parties with respect to Wave, and it supersedes all previous communications, representations, or agreements, either oral or written, between you and 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.

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 Service with notice that we, in our sole discretion, determine 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 Service after our publication of any such changes constitutes 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.

5. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement or that expressly or by its nature extends beyond the termination of the Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. The Arbitration Provision will survive the 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 will survive, remain in full force and effect, and will continue to be binding and enforceable.

7. Cumulative Remedies

Other than as expressly stated herein, any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8. No Waiver

No delay or omission to exercise any right or remedy accruing upon any breach or default under this Agreement will impair any such right or remedy nor will it be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, and no single or partial exercise thereof will preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default will operate or be construed as a waiver of any subsequent breach or default. A waiver is only effective if made in a writing that is executed by the party granting the waiver.

9. Force Majeure

We will not be liable for any delay or failure in our performance of the Agreement by reason of the occurrence of an unforeseen event beyond our reasonable control, including but not limited to, acts of God, natural disasters, pandemics, 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.

10. Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

11. 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.

12. Legal Status of Wave Financial Inc.

The websites www.waveaccounting.com, www.wavepayroll.com, www.waveapps.com, and www.wavefinancial.com, and the names Wave, Wave Financial, Wave Accounting, Wave Payroll, Wave Personal, and Wave Apps are property of Wave Financial Inc., a company incorporated under the Ontario Business Corporations Act.

N. Digital Millennium Copyright Act

Some of the content provided on Wave from time to time may be contributed by Users. You agree not to infringe upon other peoples’ copyrighted materials.

If you believe your copyright in any work has been infringed and such work is accessible through Wave, you may notify Wave Financial’s copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement. Contact us by email at dmcaagent@waveapps.com or by mail at:

Attention: Copyright Agent (DMCA)
Wave Financial Inc.
155 Queens Quay E, Box 3, Toronto, ON M5A 0W4

Procedure for Counter-Notification: If material that you have posted to Wave has been taken down, you may file a counter-notification by contacting Wave Financial’s copyright agent. The counter-notification must contain the following details:

• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
• Your name, address and telephone number;
• Except as otherwise provided in the Arbitration Provision, a statement that, notwithstanding the choice of Laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and that you will accept service of process from the Person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
• Your physical or electronic signature.

NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COSTS AND ATTORNEY'S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).

We will terminate the Wave accounts of Business Owners who are repeat infringers. If you believe another Business Owner is a repeat infringer, please notify our copyright agent, identified above, and provide information to allow our copyright agent to identify the repeat infringer.

O. Arbitration (“Arbitration Provision”)

THIS SECTION AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY BEFORE AGREEING TO THESE TERMS. IF YOU ARE A CANADIAN CUSTOMER, PLEASE REFER TO PARAGRAPH 9 BELOW.

1. Generally. You and the Covered Parties (defined below) agree that any and all disputes and claims between you and the Covered Parties will be resolved by binding individual arbitration. All issues are for the arbitrator to decide, except for those issues relating to the arbitrability of disputes and the validity, enforceability, and scope of this arbitration provision, including the interpretation of paragraph 7 below, must be determined by a court and not an arbitrator. For purposes of this Arbitration Provision, references to “you” include your direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them; references to “Covered Parties” include Wave Financial, Inc. and Wave Financial USA Inc., their respective direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them. This agreement to arbitrate includes, but is not limited to, all claims arising out of or relating to any aspect of services provided by Wave, whether based in equity, contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise prior to, during, or after the termination of any service.  

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COVERED PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, REPRESENTATIVE, JOINT OR CONSOLIDATED ACTION IN COURT OR IN ARBITRATION.

2. Exceptions. You and the Covered Parties agree that nothing in this Arbitration Provision will be deemed to waive, preclude, or otherwise limit your or the Covered Parties’ right to (i) elect that an individual claim be decided in small claims court as long as it is brought and maintained as an individualized claim, or (ii) bring issues to the attention of federal, state, provincial, or local agencies.  

3. Pre-Arbitration Notice of Dispute. A party who intends to seek arbitration must first mail a written Notice of Dispute (“Notice”) to the other party. The Notice to the Covered Parties should be addressed to:
‍
Wave Financial USA Inc.
Attention: Legal Department - Notice of Dispute
1550 Wewatta Street, Ste. 200, Denver, CO, 80202

The Notice must be on an individual basis and provide at least the following information: 

• (a) The claimant’s name, telephone number, and e-mail address; 
• (b) The nature or basis of the claim or dispute; and 
• (c) The specific relief sought.
  ‍

If the dispute is not resolved within sixty (60) days after the Notice is received, then you or the Covered Parties may file an arbitration. The existence or substance of any settlement discussions shall not be disclosed.

4. Arbitration Rules. Any arbitration between you and the Covered Parties will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), or if the AAA determines that you are not a consumer, the AAA’s Commercial Arbitration Rules, as modified by this Arbitration Provision or any other instructions that the parties may agree upon at the time (collectively, the "AAA Rules"), and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. If AAA is unavailable or unwilling to administer the arbitration consistent with this Arbitration Provision, the parties shall agree to, or the court shall select, another arbitration provider. The arbitrator will be either a retired judge or an attorney specifically licensed to practice law in the state of your residence and selected by the parties from the arbitration provider’s national roster of arbitrators. The arbitrator will be selected using the following procedure: 

• (1) The arbitrator provider will send the parties a list of five (5) candidates meeting this criteria; 
• (2) If the parties cannot agree on an arbitrator from the list, each party shall return its list to the arbitration provider within ten (10) days, striking up to two (2) candidates, and ranking the remaining candidates in order of preference; 
• (3) The arbitration provider shall appoint as arbitrator the candidate with the highest aggregate ranking; and 
• (4) If for any reason the appointment cannot be made according to this procedure, the arbitration provider will provide the parties a new list of five candidates meeting the above criteria until an appointment can be made.
  ‍

5. Arbitration Costs. Payment of all filing, administrative, arbitrator, and hearing fees will be governed by the applicable AAA rules. If you inform us that you cannot afford to pay your share of the fees, we will consider advancing those fees on your behalf. In addition, if the AAA concludes that its Consumer Arbitration Rules apply, we will reimburse you for your share of the fees at the conclusion of the arbitration (regardless of who wins) unless (i) you failed to comply with paragraph 3 above or paragraph 7 below, or (ii) either the substance of your claim or the relief you sought was determined to be frivolous or brought for an improper purpose as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), in which case the payment of fees will be governed by the AAA Consumer Arbitration Rules and you agree to reimburse the Covered Parties for all fees advanced on your behalf.

6. Hearing. Any arbitration hearings will take place in the county of your billing address.

7. No Class or Representative Claims. All arbitrations will proceed on an individual basis and may not proceed in any manner as a class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance unless all parties consent in writing. 

YOU AND THE COVERED PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND IN DOING SO WAIVE THE RIGHT TO A TRIAL BY JURY OR TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. 

The arbitrator is empowered to resolve the dispute with the same remedies and defenses available in court, but the arbitrator’s rulings or any relief granted must be individualized to you and will not apply to or affect any other person or company. If a court decides that applicable Law precludes enforcement of any of this paragraph’s limitations as to a particular claim or any particular request for a remedy for a claim (such as a request for public injunctive relief), then only that particular claim or only that particular request for a remedy (and only that particular claim or particular request for a remedy) must remain in court and be severed from any arbitration.

8. Other Terms and Information. This Arbitration Provision will be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal Laws. Except as set forth above in paragraph 7, if any portion of this Arbitration Provision is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Provision. This Arbitration Provision supersedes any prior arbitration agreement between you and the Covered Parties. No arbitration award or decision will have any preclusive effect as to any issues or claims in any dispute, arbitration, or court proceeding where any party was not a named party in the arbitration, unless and except as required by applicable Law. 

9. Arbitration for Canadian Customers. Any claim between you and the Covered Parties (defined below) must be referred to private and confidential arbitration before a single arbitrator chosen by the parties. For purposes of this provision, references to “you” include your direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them; references to “Covered Parties” include Wave Financial, Inc., its respective direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them. Notice to arbitrate a claim against the Covered Parties should be addressed to:

Wave Financial Inc.
Attention: Legal Department - Notice of Dispute
155 Queens Quay E, Box 3, Toronto, ON M5A 0W4

The arbitration will be conducted in accordance with the current rules relating to commercial arbitration in the province in which you reside. Additionally, you waive any right you may have to start or participate in any class action against the Covered Parties, and you agree to opt out of any class proceeding against the Covered Parties.

P. Information Received from Third Party Services

If you elect to have Wave access information from a third-party account by providing the access information to such third-party account, our service provider, Plaid Inc. (“Bank Data Provider”), will access such third-party accounts for the purposes of performing the Services. This can include aggregation of bank transaction data as well as account verification. By providing the requisite access information to Wave, you grant us and our Bank Data Providers permission and authority to access the relevant third-party accounts, on your behalf or on behalf of the principal account holder, and retrieve the relevant information to make it available as part of the Services and agree to be bound by our Bank Data Provider's terms of use in addition to this Agreement. 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.

We are not obligated to review the information for any purpose, including, but not limited to, its accuracy. You are responsible for ensuring the accuracy, completeness, and timeliness of any information provided to us or any third-party service providers in connection with Wave or any of the Services.

Q. Terms for Additional Services

Your use of certain Additional Services is subject to and governed by additional terms of service (i.e., the Specific Additional Service Terms, noted in the recitals at the beginning of this Agreement). If you use any of the Services listed on our Legal Disclosures page the linked Specific Additional Service Terms apply. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.

A. SCOPE

Protecting your personal information is important to us. The following guidelines set forth our general privacy practices and principles that apply to information we collect. Our products and services are offered by Wave Financial Inc. or by companies related by common ownership or control, including, Wave Financial USA Inc. and Wave Money Inc., (collectively, “Wave,” “we,” “us,” or “our”).

This privacy policy applies to:

• our products and services offered under the Wave brand;
• our websites and the products and services offered through those websites (including www.waveapps.com and its subdomains (the “Site”); and
• our mobile applications that incorporate this privacy policy.
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If you have questions or complaints regarding our privacy practices or principles, please contact privacy@waveapps.com.

Third Parties‍

This privacy policy does not apply to products or services offered by third parties on or through our Site or services or products or services offered by, third-party websites, each of which have their own terms and conditions and privacy policies. You should carefully read each third party’s privacy policies and any terms and conditions applicable to the product or service you request. When you request products or services from such third parties, you give us permission to provide them with information about you necessary to fulfill or process your request.

Your use of social media features may use scripting or may require us to share your IP address and which page you are visiting to enable the feature to function properly. Social media features and widgets are either hosted by a business partner or hosted directly on our site, and your interactions with these features are governed by the privacy notice of the company providing it. Examples of these features are the Facebook “Like” button, the “Share This” button, and interactive mini programs that run on our services.

Parent Company

This privacy policy does not apply to the products and services offered under the H&R Block brand or offered by another affiliate of our ultimate parent company, H&R Block, Inc., each of which have their own terms and conditions and privacy policies.

Special Note to Parents

‍Because of the nature of the services we provide, we do not market our services to children under the age of 13, nor do we knowingly collect information from children under the age of 13.

What Is Personal Information? 

As part of providing products and services to you, we may collect information, including personal information, about you and your business when you use our services. “Personal Information” is data that can be used to identify a person individually. That’s what this policy is about – our collection, protection, use, retention, disclosure and other processing of Personal Information and your rights relating to these activities.

Categories of Personal Information Collected

The information we may collect includes, but is not limited to:

• Contact Information (e.g., name, phone number, address, and email address);
• Social Insurance Number or Social Security Number, and other government identification numbers (e.g., Employer Identification Number or Driver’s License Number);
• Date of Birth;
• Financial Information (e.g., income, revenue, assets, credits, deductions, expenses, and bank account information);
• Payment Data (e.g., checking, debit and credit card account numbers, balances and payment history);
• Health Information (e.g., health insurance status and financial information related to payment for healthcare services);
• Geo-Location Information;
• Website, Mobile Application, and Email Usage Data (e.g., interactions with a website, application or advertisement);
• Device Information (e.g., internet protocol (IP) address, device type, unique identifier, app version, operating system, network data, and phone state);
• Login Information; 
• Demographic Information;
• Professional or employment-related information; and
• Education information.

Aggregate Data

We also compile certain aggregate or anonymized data about our users. What is aggregate data? “Tim Smith buys a coffee at a coffee shop on Main Street” is the Personal Information of Tim Smith, but “20% of Wave users buy coffee on Tuesdays” is aggregate data. We may use and disclose aggregated or anonymized information in our public statements and to identify individuals that may be interested in our Services.

Privacy Principles

Our privacy policy is based on the following ten fair information principles:

1. Accountability
2. Identifying purposes
3. Consent
4. Limiting collection
5. Limiting use, disclosure, and retention
6. Accuracy
7. Safeguards
8. Openness
9. Individual access
10. Challenging compliance

1. Accountability and Challenging Compliance

Wave has named a Privacy Officer who is responsible for all things privacy at Wave. This includes our policies and procedures that are designed to keep your Personal Information safe.

If you have any questions or concerns about our privacy practices or this privacy policy, you can contact us at:

• privacy@waveapps.com‍
• Privacy Officer
  Wave Financial Inc.
  155 Queens Quay E, Box 3,
  Toronto, ON, M5A 0W4

If you’re not satisfied with our response, you have the option of contacting the Office of the Privacy Commissioner of Canada.

2. Identifying Purposes

Wave collects, uses, discloses, and otherwise manages Personal Information in a variety of ways related to our Site and the services we provide. We’ve outlined these below. Your use of the services determines which categories of Personal Information we collect and use. For example, payroll information is optional, unless you’d like to use Wave Payroll to run payrolls, at which point we will need to collect payroll information to provide you with this service. Similarly, when you create an invoice, your customer’s email is optional, but if you’d like us to deliver the invoice by email, this information becomes necessary.