Effective as of: December 5, 2014
Welcome to the Wave Financial Inc. (“Wave”, “we” or “us”) developer application program interface (“API”) page. We’re excited that you’ve chosen to develop on the Wave platform to build your application (“Application”).
Account and Registration
Developer Account To use our APIs, you must first sign up for a “Developer Account”. In order to do so, you may be required to first sign up for a Wave account (and agreed to be bound by the TOU). Both the Developer Account and your Wave account must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address.
Access Credentials Once you have a Developer Account you may obtain the necessary security keys, secrets, tokens, passwords, and other credentials to access the APIs (collectively, “Access Credentials”) for your Application. The Access Credentials enable us to associate your API activity with your Application and the users using it. All activities that occur using your Access Credentials are your responsibility. You must keep them confidential, and you are not permitted to sell, transfer, or sublicense them without our written permission.
Use of our APIs
Data Views Each user of your Application must grant your application access to their Wave account, and each user may only see data from his or her own Wave account. Data from one user’s Wave account must not be exposed to any other user.
Compliance with Law Your use of our APIs must be in compliance with all applicable law (including without limitation laws regarding the import or export of data or software, privacy, or local laws).
Permitted Access You may only access (or attempt to access) an API by the means described in the documentation of that API, and only with your Access Credentials. You shall not misrepresent or mask either your identity or your Application's identity when using the APIs or your Developer Account.
API Limitations We may set limits on the number of API requests that you can make, at our sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Without limiting the foregoing, we may establish limits on the number of users that may install your Application, which we may (but are not obligated to) increase upon request from you.
Personal Information Security You must maintain all user information collected by your Application, including personally identifiable information (“PII”), securely and prevent any unauthorized access or use. You must promptly report to us, and your users, any unauthorized access or use of such information.
Security Measures Your network, operating system and the software of your web servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your Application. You must not architect or select Systems in a manner to avoid the foregoing obligation. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to us in writing via email to [email@example.com] or any subsequent contact information provided to you by us. You will work with Wave at your own expense to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of any security deficiency or intrusion involving your Application, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Wave in each instance, unless otherwise required by applicable law.
Tokens Notwithstanding the foregoing, you may store the alphanumeric user IDs (Member Tokens) that we provide to you for identifying users or any individual user’s authentication token (OAuth Token) that we provide to you when a user authenticates your Application to his Wave account.
User Account Data If you obtain a user’s consent to store that user’s Wave account data, you may perform a one-time capture of the account data for that user and store that data. The process for obtaining user consent must meet the specifications provided by Wave and you must explicitly inform the user which parts of his or her profile you are storing. Each request for additional account data must be accompanied by another request for consent from that user as well as the consent from that user. You must use stored account data solely for the benefit of the Wave user that granted you permission to access it. While you are free to charge fees in connection with your Application, you must not monetize user account data (individually or in the aggregate) as a standalone product or service offering. For example, you may not sell access to an aggregated collection of user accounts.
Delete at User Request You must delete all data collected with the user’s consent, including the Member Token and the OAuth Token, upon request by the user, when the user uninstalls your Application, or when the user closes his or her account with you. The restrictions of this paragraph do not apply to data that users provide directly to you and that is separately entered or uploaded to you by the user of your Application.
API Prohibitions When using the APIs, the following prohibitions apply:
Your Application must not:
- implement features or business practices that harm our professional reputation or relationships;
- impersonate a Wave user or misrepresent any user or other third party when requesting or publishing information;
- obfuscate or hide any buttons, sign-in functionality, consent, or authorization flows from your users. In order to access member specific Content through the APIs, your users must grant your Application access to their Content;
- proxy, request or collect a user’s passwords. You are never allowed to collect or use a Wave user’s password in any fashion for any reason;
- request access to more data than your Application needs to work properly; or
- scrape, post, or transmit, in any form or by any means, any part of our website, the Wave Apps or our Content, except as explicitly permitted herein.
You will not sublicense an API for use by a third party. Consequently, you will not create an Application that functions substantially the same as our APIs and offer it for use by third parties.
You will not perform an action with the intent of introducing to Wave products and services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
You will not defame, abuse, harass, stalk or threaten others.
You will not interfere with or disrupt the APIs or the servers or networks providing the APIs.
You will not promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements, or any other business or industry that we deem inappropriate or unlawful in our sole and absolute discretion.
You will not reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Access Credentials are considered confidential. You will not disclose your Access Credentials to any third party except your agent(s) using such information solely on your behalf in accordance with these terms and under a written duty of confidentiality.
Our communications to you may contain Wave confidential information. If you receive any materials or communications that are clearly confidential or marked confidential, then you will not disclose our confidential information to any third party without our prior written consent.
Support and Modifications We may provide you with support or modifications for the APIs in our sole discretion. We may stop providing support or modifications to you at any time without notice or liability to you. We may release subsequent versions of the APIs and require that you use those subsequent versions. Your continued use of the APIs following a subsequent release will be deemed your acceptance of such modifications.
Fees The APIs are currently provided for free, but we reserve the right to charge for the APIs in the future. If we do charge a fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.
Ownership and Proprietary Rights
Feedback All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to us, in any form, in respect of the APIs, the Services or the Wave Apps will be the sole and exclusive property of Wave. You hereby irrevocably transfer and assign to Wave and agree to irrevocably assign and transfer to Wave all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our Intellectual Property Rights and other legal protections for your Feedback.
Restrictions on Brand Features You must not:
- display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to us in our sole discretion, or in a way that suggests we have created, sponsored, or endorsed your Application or its content;
Publicity by You Subject to any branding guidelines we may establish from time to time, you may promote your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Wave (or otherwise embellishing your relationship with Wave). However, you may not issue any formal press release via traditional or online media referring to Wave without Wave's prior consent, unless expressly allowed in any branding guidelines we establish.
Publicity by Us We may publicly refer to you, orally or in writing, as a licensee of the our APIs. We may also publish your name and logo (with or without a link to your Application) on our websites, in press releases, and in promotional materials without your prior consent.
Advertising We reserve the right in our discretion to include advertising in the content returned through the APIs. If any advertisements are returned, you may not modify such advertisements and you must show them in accordance with the relevant API documentation.
Prohibitions on Content Unless expressly permitted by the content owner or by applicable law, you agree that you will not, and will not permit your end users to, do the following with content returned from the APIs:
- scrape, build databases or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
- copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display or sublicense to any third party;
- misrepresent the source or ownership; or
- remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of material.
Term and Termination
Effect of Termination Upon termination of this Agreement:
- all rights and licenses granted to you will terminate immediately;
- you will promptly destroy any of our Confidential Information in your possession or control;
- neither party will be liable to the other party just because the agreement has been terminated; and
Warranties | Limitation of Liability
Release YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE WAVE PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, NOR FOR ANY LOST PROFIT, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) YOUR USE OF THE APIs; (III) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (IV) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS, DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (V) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATE TO THE USE OF THE APIs; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
Exclusion of Liabilities FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE APIs, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE APIs ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) AND (B) AMOUNTS YOU'VE PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.
Force Majeure Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
Governing Law and Jurisdiction Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any the APIs or any software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
Waiver You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
English Language You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais.