The following terms and conditions (“Terms”) govern your access to or use of the Wise API (the “API”), websites (“Site”), dashboards, widgets, related tools, and other products or services (collectively, the “Services”) provided by Wise Company (“Wise,” “we,” or “us”). The Services enables you to offer your customers (“End Users”), through your website or platform (“Platform”), the ability to apply for, open, and access a demand deposit account (“Deposit Account”) and utilize other core banking services with our banking service provider (“Banking Provider”), and other payment services as may be provided by other Wise payment providers.
All services built on the Wise API must prominently inform users that it is “Powered by Wise.”
SERVICES; RESPONSIBILITIES; CHANGES
- Services to End Users. The API is provided to you by Wise for the purpose of providing the Services to End Users. End Users will obtain the Services directly from Wise and Wise will decide whether to provide the Services to any End User.
- Your Responsibilities. You acknowledge and agree that, in order for Wise to be able to render the Services, and for you to offer the Services to your customers through your services, you will be required to comply with the following:
- Develop an application to allow generation of requests to the API that meets Wise’s requirements.
- Integrate the Services with and into your services through the APIs, to allow for access by End Users to the Services including, without limitation, customizing and configuring your software as necessary to interface with the Wise servers. You will cooperate with Wise to perform the integration in a manner that is consistent with the requirements and specifications of Wise, as modified by Wise from time to time.
- Provide to Wise information necessary or convenient for Wise’s provision of the Services. The information to be provided by you to Wise will be accurate, timely, and complete, and will include such data that Wise, the Banking Provider and other Wise payment providers require to facilitate the onboarding and provision of the Services to End Users. The list of data necessary for providing the Services will be provided to you and updated from time to time by Wise. In the event information provided by you to Wise changes or is updated, you will promptly provide to Wise such updated information. As mutually agreed between you and Wise, you will provide Wise with information regarding the commencement and termination of any of the Services to each End User.
- As required by applicable laws, provide all disclosures and obtain written authorizations from End Users to enroll in and use the Services to be provided by you as part of your services, and provide Wise with evidence of such disclosures, consents, and authorizations. The written authorization will include, without limitation, the authorization by End Users to permit Wise and Banking Provider and other Wise payment providers to conduct their respective due diligence on End Users, in accordance with their respective policies and procedures in effect from time to time (including, without limitation, customer identification, anti-money laundering checks, and sanctions screening).
- Changes to Services. The Services are provided solely at the discretion of Wise. Wise may (i) change, suspend or cancel the API or any or all of the Services at any time, and/or (ii) at its discretion, elect to not provide the Services to certain of your customers.
- Additional Services. From time to time, Wise may make available to you and your End Users additional services through the APIs. These additional services may be subject to separate terms and conditions, as applicable.
- Exclusivity. Except for any banking or payments relationship that predated you entering these terms, during the term of these Terms, Wise will be the exclusive provider to you of any banking or payments services offered through your Platform to End Users or to any of your customers. If you wish to offer banking or payments services to End Users or your customers that are not provided through or are different from those offered through the Services, you will provide written notice to Wise, and Wise will have the right of first offer to provide you with those additional services. The parties will negotiate in good faith to agree on the provision of any additional services. If the parties cannot come to agreement within three (3) months after receipt of written notice, then you will be able to solicit other third parties to provide the subject banking or payments services.
- Payment. Payment terms and conditions shall be as separately agreed in writing by you and Wise.
- API Keys; Security Breaches. You are responsible for the security ofmaintaining your API access and unique username, password or other appropriate security code. You will be solely responsible for all authorized and unauthorized use of the Services using such access credentials. You must immediately notify Wise if you discover or otherwise suspect any security breaches related to the Services, including any unauthorized use or disclosure of API Keys or any other access credentials of a third party.
- GRANT OF RIGHTS; OWNERSHIP OF PROPERTY; USE RESTRICTIONS
- Access License. Wise grants you a limited, non-exclusive, non-transferable, and non-sublicensable right and license to access the API as necessary to obtain and use the Services as provided in these Terms, including to receive and transmit End User Data (as defined below in Section 2.5) to Wise. You may not commercialize, sell, rent, or otherwise distribute the API or the Services.
- Ownership. Wise and its licensors and suppliers own and retain all right, title, and interest in and to the Wise materials used in conjunction with the provision of the Services (and all modifications, enhancements, or derivative works thereof), including all intellectual property and other proprietary rights contained therein or related thereto. The license set forth in Section 2.1 is the entirety of your rights in connection with the API and the Services.
- Restrictions. You shall not, and shall ensure that any authorized sublicensees do not, directly or indirectly do any of the following:
(a) use the API or the Services for any purpose other than for the purposes described in these Terms or in any manner that violates these Terms;
(b) sell or rent End User Data to marketers or any other third party;
(c) access or use the Services or End User Data for any unlawful, infringing, threatening, abusive, obscene, harassing, defamatory, deceptive, or fraudulent purpose;
(d) collect and store End Users’ bank credentials and/or End User Data other than as required to access or use the Services, as authorized by the End User, as permitted by Wise, and as permitted under applicable law;
(e) use, disclose, or retain any “nonpublic personal information” (as defined under the Gramm-Leach-Bliley Act) or “personal information” (as defined under the California Consumer Privacy Act) other than in strict compliance with applicable law;
(f) access or use the Services or access, transmit, process, or store End User Data in violation of any applicable privacy laws or in any manner that would be a breach of contract or agreement with the applicable end user;
(g) access or use the Services to infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity;
(h) access or use the Service for any purpose other than for which it is provided by us, including for competitive evaluation, spying, creating a substitute or similar service to any of the Services, or other nefarious purpose;
(i) scan or test (manually or in an automated fashion) the vulnerability of any Wise infrastructure without express prior written permission from Wise;
(j) breach, disable, interfere with, or otherwise circumvent any security or authentication measures or any other aspect of the Services;
(k) overload, flood, or spam any part of the Services;
(l) create developer accounts for the Services by any means other than our publicly-supported interfaces (e.g., creating developer accounts in an automated fashion or otherwise in bulk);
(m) transfer, syndicate, or otherwise distribute the Services or End User Data without express prior written permission from Wise;
(n) decipher, decompile, disassemble, copy, reverse engineer, or attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except as permitted by applicable law;
(o) modify, translate, or otherwise create derivative works of any part of the Services;
(p) access or use the Services or End User Data in a manner that violates any agreement between you or the End User and Wise; or
(q) access or use the Services or End User Data in a manner that violates any applicable law, statute, ordinance, or regulation.
- End User Data. “End User Data” means the data provided by the End User to Wise for the purpose of Wise providing the Services. Wise may permit you to access certain End User Data through the APIs, and your systems and applications must handle End User Data securely. With respect to End User Data, you should follow industry best practices but, at a minimum, must perform the following:
(a) Maintain administrative, technical, and physical safeguards that are designed to ensure the security, privacy, and confidentiality of End User Data.
(b) Use modern and industry standard cryptography when storing or transmitting any End User Data.
(c) Maintain reasonable access controls to ensure that only authorized individuals that have a business need have access to any End User Data.
(d) Monitor your systems for any unauthorized access. Patch vulnerabilities in a timely fashion. Log and review any events suggesting unauthorized access.
(e) Plan for and respond to security incidents.
(f) Comply with relevant rules and regulations with regard to the type of data you are handling, such as the Safeguards Rule under the Gramm-Leach-Bliley Act.
- Limitation of Liability; Warranty.
- Mutual Representations and Warranties. Wise and you each represent and warrant to the other that (i) it is duly authorized and validly existing under the laws of the jurisdiction of its formation; (ii) it has full power, capacity and authority to enter into and perform its obligations under these Terms, in particular, if you are a natural person, you are of legal age and have the right and authority to enter into these Terms on your own behalf and on behalf of the entity or developer you represent; and (iii) its entering into and/or performing its obligations under these Terms does not and will not violate, breach or conflict with any other agreement or undertaking by which it or any of its assets is bound.
- Limitation of Warranty; Disclaimers. THE API AND THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. WE SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE API OR THE SERVICES OR ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (A) OF MERCHANTABILITY, (B) OF FITNESS FOR A PARTICULAR PURPOSE, (C) OF NON-INFRINGEMENT OR (D) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR A SERVICE LEVEL AGREEMENT, WISE DOES NOT WARRANT THAT ANY ITEMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND MAKES NO WARRANTIES AS TO THE AVAILABILITY OF THE SERVICES, YOUR ABILITY TO ACCESS THE API OR THE SERVICES, OR ANY LOSS, DAMAGE OR UNAUTHORIZED CHANGES TO ANY YOUR DATA.
- Limitation of Liability.
(a) EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 3.4, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, WISE’S TOTAL LIABILITY UNDER THESE TERMS, FOR WHATEVER CAUSE, WHETHER IN AN ACTION IN CONTRACT OR IN TORT OR OTHERWISE, WILL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL NOT IN THE AGGREGATE EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THESE TERMS.
- Indemnification. You agree to defend, indemnify and hold harmless Wise and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, Banking Provider, and our third-party service providers, including Wise payment providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of these Terms, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
- Governing Law; Arbitration, and Class Action/Jury Trial Waiver.
- Governing Law. You agree that: (i) the Services shall be deemed solely based in California, except as may be set forth in the Banking Provider or other Wise payment providers agreements; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 4.2, you agree that the federal or state courts located in San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.
- Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WISE. For any dispute with Wise, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that Wise has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights, breach of Confidential Information, which will be resolved through litigation in accordance with Section 4.1, or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in San Francisco County, California, unless you and Wise agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the Northern District of California to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under these Terms unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. You and Wise, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
- Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by accepting these Terms, you and Wise are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
- Suspension and Termination
- We reserve the right to withhold, refuse, or terminate access to the service and/or End User Data in whole or in part where we believe the Services is being accessed or used in violation of these Terms or any other Wise agreement, Banking Provider agreement or the agreements with other Wise payment providers, or where use would pose a risk of harm, including reputational harm, to Wise, its infrastructure, its data, the service, an End User, or Banking Provider.
- We will use reasonable efforts to notify you via email or other method when deciding to withhold, refuse, or terminate access to the service and/or End User Data. We may immediately suspend or terminate access without notice if appropriate under the circumstances, such as when we become aware of activity that is a violation of any applicable law or when we determine, in our sole discretion, that harm is imminent.
- Wise will not be liable for any damages of any nature suffered by you or any third party resulting from Wise’s exercise of its right under these Terms or under applicable law.
- Termination or Suspension of Terms Do Not Affect End User Services. When an End User obtains the Services from Wise through the APIs, the End User enters into a separate agreement with Wise and/or the Bank Provider. In the event that these Terms are suspended or terminated, the separate agreements with the End Users will not be affected. Nothing in this Section 5.4 will affect any other rights that Wise or Bank has under these Terms or any other agreement.
- Assignment. These Terms may not be assigned or transferred by you, whether in whole or in part, voluntarily or otherwise or by operation of law without the prior written consent of Wise. If such consent is granted, the permitted third party will assume all obligations and liabilities herein. Any attempted assignment in violation of this section will be null and void and of no force or effect. Subject to the foregoing, these Terms shall be binding on and inure to the benefit of each party’s successors and assigns.
- Waiver and Severability. Failure to enforce any term or condition of these Terms shall not be deemed a waiver of the right to later enforce such term or condition or any other term or condition of these Terms. If any provision of these Terms is found to be void or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions of these Terms will remain in full force and effect.