OverviewTHIS AGREEMENT DOES NOT APPLY IF YOU RESIDE IN CALIFORNIA. IF YOU ARE A CALIFORNIA RESIDENT, PLEASE CLICK HERE. Show THIS AGREEMENT ALSO DOES NOT APPLY TO ANY LOANS ORIGINATED BY WEBBANK VIA THE ZIP ANYWHERE APPLICATION; FOR TERMS APPLICABLE TO SUCH LOANS, CLICK HERE. PLEASE READ THIS ZIP CUSTOMER AGREEMENT CAREFULLY, AS IT GOVERNS YOUR RELATIONSHIP WITH US. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. General1.1. BY SIGNING UP FOR A ZIP ACCOUNT AND/OR USING THE ZIP SERVICE, YOU ARE: 1.1.1. Representing that you are acting on your own behalf, you are an individual resident of the United States or its territories other than the State of California, you are at least of the age of legal majority where you live (which is currently 18 years old, in most cases), and the application you submitted to us in connection with the account is true and complete in all material respects and that there has been no Material Adverse Change not reflected on your application. If any of the foregoing is not true, you are not eligible to use any Services, and doing so will be unauthorized and a breach of this Agreement. 1.1.2. ACKNOWLEDGING THE TERMS OF AND AGREEING TO BE BOUND BY THE CURRENT (1) ZIP CUSTOMER AGREEMENT (THIS “AGREEMENT”), (2) ZIP E-SIGN AGREEMENT, (3) ZIP PRIVACY POLICY, AND (4) ZIP.CO WEBSITE TERMS OF USE, INCLUDING OUR ACCEPTABLE USE POLICY. IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT ACCESS THE ZIP WEBSITE OR USE ANY ZIP SERVICE, AND CONTACT US TO CANCEL YOUR ACCOUNT, IF YOU ALREADY HAVE CREATED ONE. 1.2. This Agreement was last revised on the date first shown above. This Agreement replaces any other agreement relating to your account that you or we made earlier or at the same time. 1.3. CHANGES TO THIS AGREEMENT. 1.3.1. We reserve the right to amend this Agreement at any time, by adding, deleting, or changing provisions of this Agreement. If we amend this Agreement, then we will provide notice on our Website or as otherwise required by applicable law. Subject to any notice period that may be required by applicable law, after we provide notice of any amendment to this Agreement, if you use the Services or do not immediately close your account, then you agree to such amendments. 1.4. CERTAIN DEFINITIONS. 1.4.1. “We”, “us”, “our” or “Zip” means Zip Co US, Inc. 1.4.2. “You” and “your” refers to the individual person who creates the associated Zip account and each and all of the persons who are granted access to, accept, or use the account and any person who has guaranteed payment of the account. 1.4.3. “Services” means the “Buy with Zip” service and any other services or benefits we may provide you from time to time. For the avoidance of doubt, “Services” as used herein specifically excludes any loans originated by Webbank, which will always be identified to you at the time of their origination. 1.4.4. Your “account” means your account with Zip, as described and governed by this Agreement. You may request extensions of credit to finance the purchase goods or services (“Goods”) pursuant to a Service, which, if approved, may be accomplished via one of three ways (these are also further described later in this Agreement): (1) for any Merchant who has agreed with Zip to sell Goods to Zip customers pursuant to a retail installment sales contract, you will enter into such a contract with the Merchant, and then the Merchant will assign and transfer its interest in such contract to us; (2) for any Merchant who has agreed with Zip to only sell its Goods to Zip customers in exchange for Zip’s directly lending to such customers, you will incur a loan from Zip, Zip will pay the proceeds of the loaned amount over to the Merchant, and the Merchant will deliver Goods to you; and (3) for any purchase you wish to make via the Zip Anywhere service, you will facilitate Zip’s purchase of certain Goods and then choose to enter into a separate transaction under the terms of the Zip Retail Installment Contract, in order to transfer those Goods to you. Your account is a program under which you may request one or more closed-end extensions of credit up to your Available Spend (see below). When you choose to and we agree to finance a purchase using a Service (a “Zip Purchase”), your account is debited for the advance that we lend to you. Any fees, charges, or costs we impose also are debited to your account. 1.4.5. “Due Date” means any date by which you are required to make a payment as reflected on your Billing Statement or other communication provided to you by Zip, a Merchant, or a Retailer. 1.4.6. “Billing Statement” means any communication that Zip provides to you reflecting the activity on your account, the unpaid balances on your account, and/or the Due Dates associated with your account. Without limiting the foregoing, this includes any account dashboard that Zip makes available to you on its Website and any statement or summary for a billing cycle that Zip makes available to you electronically or in writing. 1.4.7 “WebBank” means WebBank, a Utah-chartered Industrial Bank. 1.4.8. "Website" means, collectively, the https://zip.co/us website, our web browser extensions and our US mobile app. 1.5. PROVISIONS OF THIS AGREEMENT ARE SEVERABLE. 1.6. Important Disclosures. 1.6.1. Your name and address, as set forth in the application you submitted to us for this account, are incorporated by reference. Our services2.1. YOUR ZIP ACCOUNT AND TERMS APPLICABLE TO ALL SERVICES. 2.1.1. QUALIFICATION FOR AND ACCESS TO YOUR ACCOUNT AND THE SERVICES. 2.1.2. USE OF YOUR ACCOUNT AND THE SERVICES. 2.1.3. YOUR PROMISE TO PAY. 2.1.4. PAYMENT TERMS. 2.1.4.1. HOW TO MAKE A PAYMENT.
(a) Subject to the other terms of this Agreement and any other agreement provided to Zip authorizing Zip to debit your designated bank
account, you hereby expressly consent to, authorize and instruct Zip to deduct Automatic Payment amounts from any Card on File, beginning with your preferred card on file for the amounts and on those scheduled dates set out in your Billing Schedule. You acknowledge that, to the extent permitted by applicable law, you are giving Zip the ability to collect or reverse variable payment amounts from or to your Card on File, in accordance with your Billing Schedule, the terms of this Agreement and any
other agreement provided to Zip authorizing Zip to debit your designated bank account or payment card. 2.1.4.2. CREDITING OF PAYMENTS. 2.1.4.3. PAYMENT ALLOCATION. 2.1.4.4 MINIMUM PAYMENTS DUE. 2.1.5. TRANSACTIONS MADE IN FOREIGN CURRENCIES. 2.1.6. YOUR AVAILABLE SPEND. 2.1.7. ACCOUNT FEES. 2.1.8. Adjustments for Small Balance Installments In the event that a refund or merchant credit is applied to your account and reduces a later installment to less than two dollars, we may move that small balance from its own separate installment and add it to the previous installment. 2.1.9. Backup Payment Methods You can select one card on file to be your default card for purposes of making installment payments. All other cards you have saved will be considered “backup payment methods,” so that if there is a problem with your payment, we will automatically charge the backup payment methods in order to help you avoid any late fees. 2.2. THE "BUY WITH ZIP" SERVICE. 2.2.1. SERVICE FEATURES. 2.2.2. MINIMUM PAYMENTS. 2.2.3. Delays in Processing. 2.3. THE "ZIP ANYWHERE" SERVICE. 2.3.1. Service Features. 2.3.2. Minimum Payments. 2.4. THE "GIFT CARD" Service. 2.4.1 Zip may make available for purchase on the Zip Website gift cards from selected Third- Party vendors. To purchase a gift card (“Gift Card”) from the Website you must have a valid Zip account. Zip may delay or decline purchases for any reason, at its sole discretion. Limits may apply to the amount and number of Gift Cards you can buy. 2.4.2 Gift Card Delivery. 2.4.3 Costs. 2.4.4 Disclaimer. 2.4.5 Gift Card Use. 2.4.6 Gift Card Data. 2.5 SERVICES OR BENEFITS FROM OTHERS. 2.5.1. It is important to note that benefits that may be offered by your bank or credit card issuer with respect to purchases of goods and services from merchants may not be applicable to transactions made through “Buy with Zip,” and Zip does not represent or warrant that any purchase protection, extended warranty, or other such benefits offered by such third parties will be available to you if you make purchases through “Buy with Zip.” You should inquire with your bank or card issuer to confirm whether any such benefits may be available, and upon what terms and conditions. 2.5.2. From time to time, we may offer or introduce other Services, in which case, you will be notified of the terms and conditions applicable to such Services (“Additional Terms”) in any associated documents or other materials provided to you from time to time by or on behalf of Zip. Unless expressly excluded from this Agreement by their Additional Terms, any such Services are subject to this Agreement, as well as their Additional Terms. We may adjust, add, or delete Services at any time and without notice to you. Zip is not offering any benefits to you other than the Services. 2.6. OPERATIONS. 2.7. NO WAIVER. Information about you3.1. USING AND SHARING YOUR INFORMATION.
3.2. AGREEMENT TO PROVIDE ACCURATE INFORMATION. 3.3. CREDIT BUREAU REPORTING. 3.4 Your Submitted Data. 3.4.1 Submitted Data Content Policy and Acknowledgement. 3.4.2 Submitted Data Guidelines. Your other agreements/obligations4.1. ACCESS TO YOUR ACCOUNT. Please notify us immediately of the loss, theft, or possible unauthorized use of your account at [email protected]. If you permit any person to use your account information, login, or other details with the authorization to obtain credit on your account, you will be liable for all transactions made by that person including transactions for which you may not have intended to be liable, even if the amount of those transactions causes your Available Spend to be exceeded. Further, you acknowledge and agree that you will not hold Zip responsible for, and will indemnify Zip from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant. Authorized users of this account may have the same access to information about the account and its users as the account holders. Notice to any of you will be considered notice to all of you. We do not advise you to share your account details with other users, but we will consider someone to be an authorized user on your account if you: (1) notify us in writing that you want someone (such as a trustee, executor, or spouse) added to your account as an authorized user; (2) lend or otherwise intentionally give your account access details to another; or (3) take any other action in which you would be legally considered to have allowed another to use your account or to be legally prevented from denying that you did so. You must think carefully before you allow anyone to become an authorized user. By doing so, you authorize the person to use your account to the same extent you can, including but not limited to making any purchases and allowing others to use your account. Your account does not permit you to limit the nature or amount of authority you give to any authorized user and you will not attempt to do so. An authorized user’s authority will continue until you both notify us that you are terminating the authority and you create new access details (i.e. login and/or password). 4.2. COLLECTION. You also agree that if you fail to pay any amount owed to Zip pursuant to this Agreement, Zip may engage in collection efforts to recover such amounts from you. These collection efforts may involve contacting you directly, submitting your information to a collections agency, or taking legal action. We may report information about this Agreement to credit bureaus. Late payments, missed payments, or other defaults on this Agreement may be reflected in your credit report. 4.3. COMMUNICATION & NOTIFICATION. 4.4.
CONSENTS TO COMMUNICATE.
Where you have provided a mobile phone number directly to us, you consent and agree to accept servicing calls and text messages to your mobile phone from us. For example, we may place calls to you about fraud alerts or amounts you owe us (collection calls) on your account. For any telephone or mobile phone calls/communications, we place to you, you consent and agree that those calls may be automatically dialed including pre-recorded messages or texts. Without limiting the foregoing, you consent to us, as well as any other owner or servicer of your account, contacting you through any channel of communication and for any purpose, as permitted by applicable law. For informational, servicing, or collection-related communications, you agree that we may use the phone numbers that you provide to us to contact your cellular phone or wireless device with text messages, artificial or prerecorded voice calls, and calls made by an automatic telephone dialing system. This consent applies even if you are charged for the call under your plan. You are responsible for any charges that may be billed to you by your communications carrier when we contact you. You also agree that these communications are not unsolicited for purposes of any state or federal law, and you understand that this may result in additional mobile, text message, or data charges. You may revoke any of your consents above, to the extent required by applicable law, by contacting us. Notwithstanding this provision, Zip’s delivery of any Disclosures governed by the Zip E-Sign Consent shall be governed by your consent or withdrawal of consent to receiving such Disclosures in electronic form. 4.5. MONITORING AND RECORDING. 4.6. You may not sell, assign or transfer any of your rights or duties under this Agreement or your account. If your account is closed, you must stop using it. You must still pay the full amount you owe and this Agreement will remain in effect until you do. Our rights5.1. You will be in default of this Agreement if you (i) fail to make any required payment in full by its due date; (ii) file or have instituted against you any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (iii) make any representation to us that is misleading, fraudulent, deceptive, or false; (iv) experience any MAC; or (v) you fail to abide by any term of this Agreement. Further, we may treat any MAC affecting similarly situated consumers as an event of default. In the event of a default, we may exercise all remedies available under applicable law, including (without limitation) (a) adjusting your payment schedule into fewer or more frequent payments, or (b) accelerating all obligations associated with your account and/or the Services and demanding payment of all that you owe under this Agreement and/or on your account. 5.2. WHAT WE MAY DO IF YOU ATTEMPT TO EXCEED YOUR AVAILABLE SPEND. 5.3. SUSPENSION OR CLOSURE OF YOUR ACCOUNT. 5.4. DORMANT ACCOUNTS. 5.5. REFUSAL TO HONOR YOUR ACCOUNT. 5.6. ASSIGNMENT OR SALE. 5.7 BILLING ERRORS, OVERCHARGES, AND UNDERCHARGES. How Zip will resolve disputes6.1. DISPUTES WITH ZIP. RESOLVING A DISPUTE WITH ARBITRATION PLEASE READ THIS SECTION CAREFULLY. IF YOU DO NOT REJECT IT, THIS SECTION WILL APPLY TO YOUR ACCOUNT, AND MOST DISPUTES BETWEEN YOU AND US WILL BE SUBJECT TO INDIVIDUAL ARBITRATION. THIS MEANS THAT: (1) NEITHER A COURT NOR A JURY WILL RESOLVE ANY SUCH DISPUTE; (2) YOU WILL NOT BE ABLE TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING; (3) LESS INFORMATION WILL BE AVAILABLE; AND (4) APPEAL RIGHTS WILL BE LIMITED. What claims are subject to arbitration: 1. If either you or we elect to use arbitration and make a demand for arbitration, then you and we must arbitrate any dispute or claim between you or any other user of your account, and us, our affiliates, agents, and/or dealers/Merchants/Retailers that accept payment using any Service or the virtual card, except as noted below. 2. We will not require you to arbitrate: (1) any individual case in small claims court or your state's equivalent court, so long as it remains an individual case in that court; or (2) a case we file to collect the money you owe us. However, if you respond to the collection lawsuit by claiming any wrongdoing for which a small claims court or your state's equivalent court would not have jurisdiction, we may require the arbitration of both your claim and ours. 3. Notwithstanding any other language in this section, only a court, not an arbitrator, will decide disputes about the validity, enforceability, coverage, or scope of this section or any part thereof (including, without limitation, the next paragraph of this section and/or this sentence). However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide. 6.2. NO CLASS ACTIONS. 6.3.
HOW TO START AN ARBITRATION, AND THE ARBITRATION PROCESS. 6.4. GOVERNING LAW FOR ARBITRATION. 6.5. EXCEPTIONS TO INFORMAL NEGOTIATIONS AND ARBITRATION. Miscellaneous7.1. ENFORCEABILITY AND GOVERNING LAW. The laws of the State of New York (without regard to conflicts of laws principles) govern your access to, and use of, the Services and the terms of this Agreement. 7.2. INTELLECTUAL PROPERTY. 7.3. TRADEMARK. 7.4. INDEMNIFICATION. 7.5. WARRANTY. 7.6. LIMITATION OF LIABILITY. FOR ANY THIRD PARTY CLAIMS OF ANY NATURE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. NONE OF THE SERVICES WOULD BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. NEITHER ZIP NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY. 7.7. LIMITATIONS PERIOD. 7.8. NO THIRD-PARTY BENEFICIARIES. 7.9. COVERED BORROWERS UNDER THE
MILITARY LENDING ACT. Important Disclosure: Compliance with the Military Lending Act: 7.10. FEEDBACK YOU PROVIDE. 7.11. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods. This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, Zip, or any other website or source and paying all amounts you owe (including any fees or expenses incurred or imposed by Zip) in full. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from Zip if, in our sole discretion, you fail to comply with any term or provision of this Agreement. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. This Agreement contains the entire understanding between you and Zip, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except by Zip as provided herein. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Upon Zip's request, you will furnish Zip any documentation, substantiation, or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Zip by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement. 7.12. Material Adverse Changes.
Consent to electronic communicationsBy (i) submitting an application online or (ii) registering for online or mobile services for your Account, you hereby agree to the following and this will constitute your consent for us to send you electronic communications about your Account. When you successfully consent through the online or mobile site, you have successfully demonstrated that you are able to access the information we have posted on such online or mobile site. Categories of Communications. You consent to receive communications relating to your Account in electronic form. The communications covered by your consent may include, but are not limited to, (i) the initial disclosure statement or agreement governing your Account, (ii) any disclosure required by federal, state, or local law, (iii) your billing statement, if you have signed up to receive electronic statements, (iv) letters, notices or alerts regarding your Account and any changes to your Account, and (v) other disclosures, notices or communications in connection with the application for, the opening of, maintenance of or collection of your Account. These electronic communications may include your name and some information about your account, including your balance or the due date; however, we will not include your full account number or social security number. Electronic communications may be reviewed by any party with access to your Account, the e-mail account you have provided to us for delivering these communications, or the hardware or software you use to view your Account information or your e-mail account. How to Withdraw Your Consent. You may not apply online for an Account and you may not use your account, unless you also provide your consent to receive electronic communications. If you have successfully created an account and you wish to withdraw your consent to receive future electronic communications, you must cancel and close your account in accordance with the Account Agreement to completely withdraw your consent to receive electronic communications. We will not impose any fee to process the withdrawal of your consent to electronic communications. However, you will not be able to receive or review your account information if you do not consent to receive electronic communications or you later withdraw your consent. Any withdrawal of your consent to electronic communications will be effective only after we have a reasonable period of time to process your account cancellation request, and only if you have also met the other conditions for closing your account. How to Update Your Records. You agree to promptly update your e-mail address if a change occurs by updating your information through the Zip Website or by calling customer service. Hardware and Software Requirements. In order to access and retain electronic communications, you must have the following: For personal computers: Access to the Internet via dial-up, DSL, cable modem, wireless access protocol or equivalent SSL-enabled web browser that supports JavaScript Sufficient electronic storage capacity on your hard drive or other data storage facility, or a means to print or store notices and information through your browser software; For mobile devices (phones, tablets, eReaders, or other mobile devices with Internet browsing capabilities): Access to the Internet via dial-up, DSL, cable modem, wireless access protocol or equivalent SSL-enabled web browser that supports HTML 5, JavaScript, and CSS3 Sufficient electronic storage capacity on your hard drive or other data storage facility, or a means to print or store notices and information through your browser software. Paper Copies of Communications. Upon your request, we will provide you with a paper copy of a communication that we provide you electronically. If you would like a paper copy of any material, please write to us at Zip, Inc., 228 Park Ave S, PMB 59872, New York, New York 10003-1502 or call us at the phone number listed on your account dashboard or billing statement. There will be no charge for a paper copy of any material we have sent you electronically. Communications in Writing. All communications in either electronic or paper format from us to you will be considered "in writing." You should print or download a copy of this consent, the Account agreement, and any other electronic communication that is important to you for your records. Electronic Signatures. You acknowledge that by clicking on the "Submit," "Apply," "Buy with Zip" or similar button, you are indicating your intent to sign up for electronic communications and that this shall constitute your signature. Federal Law. You acknowledge and agree that your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act applies to the fullest extent possible to validate our ability to conduct business and communicate with you by electronic means. IMPORTANT TERMS FOR ELECTRONIC STATEMENTS In addition to the above, the following information applies: Statement Inserts. Any inserts that would be included with a statement sent by U.S. mail may also be sent to you electronically. If an insert contains legally required material, to ensure that you receive the necessary material, we may send you a paper copy of your statement in addition to making the statement available to you electronically. Any legally required insert that would not be available electronically will be sent to you by U.S. mail. Payment Information. Even though you will not receive paper statements, you must still pay at least your Minimum Payment and have it received by us by 5 p.m. (ET) on the Payment Due Date. You can do this through your account dashboard, an electronic bill pay service (whether through this Website or using a third party servicer or bank) or by mailing your payment to us at the address shown on your electronic statement. Please note, if you do not pay us electronically, the crediting of your payment may be delayed by up to five days after receipt. Returned E-mails. If e-mails advising you of your account status are returned to us, we may attempt to reach you via other methods, which may include paper communications, but our inability to contact you shall have no impact on your due dates, amounts due, or other aspects of your account with us. SPAM Filters. We will make every effort to ensure our e-mail notifications are properly listed with all SPAM filter agencies. However, you are responsible for ensuring that any SPAM filters recognize e-mail originating from us. If you fail to receive e-mail notifications from us after enrolling for electronic statements, please check with the provider of your e-mail account and/or the SPAM filter associated with your e-mail account. Account Delinquency. We reserve the right, at any time and without notice, to stop providing you with electronic statements and provide you with paper statements, if your account is not maintained in good standing. Cancellation. We reserve the right, at any time, to stop providing you electronic statements and provide you with paper statements. If we do so, we will provide you with prior notice, except in the case of account delinquency. Definitions used in this consent: "You" and "your" mean the primary applicant or account holder; "We", "us" and "our" mean Zip Co US, Inc.; "Account" means your Zip Co US, Inc. account. All other terms used in this consent shall have the meanings given to them in the Account Agreement. |