Overview

THIS AGREEMENT DOES NOT APPLY TO ANY TRANSACTIONS BY RESIDENTS OF COLORADO, MARYLAND, MASSACHUSETTS OR NEVADA. TO BE DIRECTED TO THE CUSTOMER AGREEMENTS APPLICABLE FOR SUCH TRANSACTIONS: PLEASE CLICK HERE IF YOU ARE A RESIDENT OF COLORADO, MARYLAND, MASSACUSETTS OR NEVADA.

PLEASE READ THIS ZIP ANYWHERE AND ZIP CHECKOUT (ALSO KNOWN AS ZIP) CUSTOMER AGREEMENT CAREFULLY, AS IT GOVERNS YOUR RELATIONSHIP WITH ZIP CO US INC. (“US”) WITH RESPECT TO ZIP SOFTWARE APPLICATIONS. TO THE EXTENT THAT YOU ALSO USE ANY OTHER ZIP PRODUCTS, PLEASE REFER TO THE ZIP CUSTOMER AGREEMENT TERMS FOR THOSE SERVICES HERE. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. ALL LOANS UNDER THIS PROGRAM ARE ORIGINATED BY WEBBANK, AN FDIC-INSURED, UTAH-CHARTERED INDUSTRIAL BANK, AND SERVICED BY US. SEE THE LOAN AGREEMENT BELOW FOR ADDITIONAL DETAILS.

General

1.1. BY SIGNING UP FOR A ZIP ACCOUNT AND/OR USING ZIP SOFTWARE APPLICATIONS, 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, 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 ANYWHERE AND ZIP CHECKOUT (ALSO KNOWN AS 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. A later version of this Agreement replaces any previous version

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. “Service” means the Zip Software Applications and related services from us, including without limitation the “Zip Anywhere” application and the “Zip Checkout” checkout software application used to facilitate purchases on the websites of participating merchants, 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.

1.4.4. Your “account” means your account with Zip for Zip Software Applications, as described and governed by this Agreement. You may request a Loan to finance the purchase goods or services (“Goods”) from WebBank pursuant to the Service. All such Loans are governed solely by the Loan Agreement set forth below (as in effect at the time WebBank makes such Loan). In the event of any conflict between the Loan Agreement and this Agreement, the Loan Agreement shall control.

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 on behalf of WebBank.

1.4.6. “Billing Statement” means any communication that Zip provides to you reflecting the activity on your account, the unpaid balances on your Loan(s), and/or Due Dates. 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 provides to on behalf of WebBank.

1.4.7. “Website” means, collectively, the https://zip.co/us website and our US mobile app.

1.4.8 “WebBank” means WebBank, a Utah-chartered Industrial Bank.

1.4.9 “Zip Software Application(s)” means any software application provided by us relating to the Services, including without limitation, the “Zip Anywhere” application, the “Zip Checkout (also known as Zip)” checkout software application, and any other software application provided by us to interact with your Account.

1.5. PROVISIONS OF THIS AGREEMENT ARE SEVERABLE.
If any provision of this Agreement is found to be invalid, the remaining provisions will continue to be effective.

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 services

2.1. YOUR ZIP ACCOUNT AND TERMS APPLICABLE TO THE SERVICE.

2.1.1. QUALIFICATION FOR AND ACCESS TO YOUR ACCOUNT AND THE SERVICE.

You must be qualified and receive an approval from Zip to use the Service. Whether you are qualified and whether any use of the Service is approved is determined by Zip and/or WebBank in their sole discretion. Zip may close, suspend, restrict, or limit your account and/or your use of or ability to transact in connection with the Service in Zip’s sole discretion at any time for any reason without notice to you. Zip also may cancel transactions at any time before a Retailer delivers any goods or services in its sole discretion at any time for any reason without notice to you.

2.1.2. USE OF YOUR ACCOUNT AND THE SERVICE.

You may use your account and the Service only for personal, family, or household purposes, and not for any business or commercial purposes. You may not use your account or the Service to make a payment on any other obligation you have with us or our affiliates. You may not use or permit your account to be used to make any illegal transaction. Without limiting the foregoing, you may not use your account or the Service in connection with any gambling activity or permit such use.

2.1.3. THE SERVICE.

Using the Zip Software Application(s) and qualifying for Loans through the Service allows you to purchase goods or services offered by retailers who accept payment cards at the physical point of sale (“Retailers”) or online at Retailer websites. Different purchases may require different Zip Software Applications. Each time you use the Service to finance a purchase, you are requesting that WebBank make a direct loan (a “Loan”) to you for the amount of the purchase from the Retailer. For each transaction using the Zip Anywhere application, you will receive a virtual credit card number for the amount of the Loan, which is associated with a virtual credit card issued to Zip that you may use to facilitate payment for the transaction with the Retailer. Each virtual card number may be used only for a single transaction with a single Retailer (with the exception of Multi-use Cards). “Multi-use Cards” are virtual credit cards that are specifically designated by Zip to be used at a single Authorized Retailer, for multiple uses. “Authorized Retailers” are those which are made directly available by Zip from time to time. Using a Multi-use Card at any retailer, other than an Authorized Retailer, is deemed a violation of this Agreement and may result in your account being suspended or closed, among other remedies to which Zip or WebBank may be entitled.

If you wish to make additional or different purchases that are financed using the Service, then you must apply for a new Loan through the Service and obtain a new virtual card number for each potential purchase. For all additional or different purchases which are not completed using a Multi-use Card you must obtain a new virtual card number for each potential purchase. You are not authorized to use any virtual card number provided in the Service for any purpose other than the purchase for which you requested the Loan. Any unauthorized use of the virtual card by you will be considered theft and/or fraud, and will be declined and or reversed and may lead to deactivation of your account, among other remedies to which Zip or WebBank may be entitled.

2.1.4. YOUR ESTIMATED SPENDING POWER.

Your Estimated Spending Power is the potential amount available to you to request Loans using the Service and is evaluated on a transaction-by-transaction basis each time you request a Loan. Any amount shown on your account dashboard or otherwise as your “Estimated Spending Power” is merely indicative and not a guarantee that any attempt to use the Service will be approved. Your Estimated Spending Power may be changed at any time and for any reason at WebBank’s and/or Zip’s sole discretion.

2.1.5. HOW TO MAKE A PAYMENT.

You authorize Zip to charge your first payment to your primary Payment Method when you request a Loan.

You also authorize Zip to deduct Automatic Payments from your Payment Method(s), beginning with your primary Payment Method, in the amounts and on the dates in the Disclosure. The Disclosure may be updated as a result of refunds, cancelations, delayed shipment by the merchant, additional one-time payments or other adjustments. We’ll email you notice of the updated Disclosure when that happens.

(a) An 'Automatic Payment' is a payment, through your primary Payment Method, that Zip will automatically charge for all amounts owed to Zip, also known as a preauthorized electronic fund transfer.

(b) A ‘Payment Method’ means each payment method used by you and accepted by Zip from time to time. Current payment methods are most debt and credit cards and contactless payments, such as Apple Pay and Google Pay. Your account must have at least one Payment Method at all times. If you wish to delete your only Payment Method, you’ll need to add a new one first.

(c) You can add multiple Payment Methods to your Zip account, and you can update or change your primary Payment Method at any time via your account. If your primary Payment Method fails or cannot be charged for a payment for any reason, you authorize Zip to charge your other Payment Methods in the following order. Zip will attempt to Charge your primary Payment Method on the dates shown in the Disclosure. If your primary Payment Method fails, Zip will attempt to charge your other Payment Method(s) in order based on the last time the Payment Method was used to pay Zip, starting with your most recently used payment method. Zip may attempt charges multiple times for each Payment Method.

To the extent permitted by law, you authorize Zip to collect or reverse variable payment amounts from or to your Payment Method(s), as described in your Loan Agreement and Disclosure, and any other agreement given to Zip authorizing Zip to debit your primary Payment Method for a variable amount. Zip will provide you with notice, including in the form of an updated Disclosure, in the event Zip collects or reverses a payment amount that differs from your original Disclosure. You also give us permission to either debit or credit your Payment Method(s) if we need to correct any errors.

You are responsible for ensuring that you have sufficient funds via your Payment Method to make Automatic Payments on the dates specified in the Disclosure. If we are unable to charge or debit your Payment Method(s), and you did not make a one-time payment to cover the amount owed, this will be considered a late payment. We may attempt to collect the late payment on your next scheduled payment date along with the payment that is due on that date. If these attempts are unsuccessful, Zip reserves the right and you authorize us to collect these payments by debiting your primary Payment Method at a later time or date or debiting any other Payment Method you have given us permission to use.

You are responsible for any fees charged by your financial institution associated with the payments. It’s your job to keep your Zip account updated with any changes to your debit/credit card information. If you don't update this information and we are unable to charge your Payment Method for the amount due, you may be subject to late fees and you may be charged fees by your financial institution. By agreeing to these terms and conditions, you authorize Zip to make preauthorized electronic fund transfers from the Payment Method you selected at checkout or in the customer portal.

2.1.6. ADDITIONAL TERMS

From time to time, we may offer or introduce services other than the 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. We may adjust, add, or delete services, including the Services, at any time and without notice to you. Zip is not offering any benefits to you hereunder other than the Services.

2.1.7. OPERATIONS

Zip operates and controls the Services and your account from its offices in New York, New York. The services and information provided on the Services are not intended for distribution to or use by any person or entity outside of the United States. You agree that you may not open an account or use the Services if you are not located within the United States.

2.2. NO WAIVER

We may, with or without notice to you, delay or refrain from enforcing our rights under this Agreement without losing them or limiting our ability to exercise them in the future.

Information about you

3.1. USING AND SHARING YOUR INFORMATION.

When you applied for an account, you gave, and by using your account or the Services you give, us, WebBank and our other partners and program sponsors information about yourself that we could share with each other and use. We may ask you for identifying documents to help us validate your identity. Zip reserves the right to close, suspend, or limit access to your account and/or the Services in the event we are unable to obtain or verify this information. More information about how we use and share information is set forth in the privacy policy applicable to your account.

3.2. AGREEMENT TO PROVIDE ACCURATE INFORMATION.

You agree that when you provide information to Zip, you will only and at all times provide true, accurate, current, non-misleading, and complete information, and you agree not to misrepresent your identity or any of your account information or related details. You further agree to keep your account information up to date and accurate. You represent that any phone number that you provide to us belongs to you and/or that you are authorized to provide that number. You must notify us promptly when you change your address or any phone number. We may also change your address if so notified by the post office or others.

3.3. CREDIT BUREAU REPORTING.

You authorize us to investigate your creditworthiness and to obtain consumer reports about you in connection with your application for the right to use our Services and for as long as your account is open and/or this Agreement is in effect. You authorize us to use such information and consumer reports, including without limitation, to preliminarily evaluate your application on behalf of WebBank, to service and collect your account, to review whether changes should be made to the terms of your account, and to consider you for offers for other products and services.

3.4 YOUR SUBMITTED DATA.

You are wholly responsible for any data you transmit to the Website (“Submitted Data”), whether such data consists of pictures, art work, text, or other data types, such as audio, video, or multimedia. It is illegal to reproduce or distribute copyrighted material without the permission of the copyright owner or to use trademarks without the permission of the trademark owner. You are responsible for ensuring that no Submitted Data you transmit to the Website violates any copyright or trademark right, and that it complies with these Terms. Before transmitting Submitted Data to the Website, you should ensure that such Submitted Data is in the public domain and therefore not subject to copyright protection, or that you have the consent of the copyright or trademark owner to use the material. By uploading Submitted Data to the Website and/or by submitting Submitted Data for integration into any Zip Service or Product for processing, sharing, storage or fulfillment: (i) you grant us a limited, royalty free and non-exclusive license to use, adapt, transmit, transfer, store, copy and display the Submitted Data solely in connection with our providing products and/or services to you; and (ii) you represent and warrant to us that the Submitted Data is in the public domain; or that you have all right, title and interest in and to all copyrights in the Submitted Data, or that you have the express permission to copy and use such Submitted Data for all purposes related to the products you order through the Site. You further represent that the Submitted Data does not violate or infringe upon the proprietary rights (including privacy, moral or publicity rights) of others.

3.4.1 SUBMITTED DATA CONTENT POLICY AND ACKNOWLEDGEMENT.

You may not upload to the Website any material, whether text, images, or otherwise, that (a) infringes any copyright, trademark, right of privacy, right of publicity, or any other right of a third party, including without limitation, images of celebrities, actors, musicians, sports figures, politicians, cartoon characters or public figures of any kind; (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or offensive to the community or to any reasonable segment thereof, or (c) phone numbers, addresses, account numbers, personalized identification numbers or URL addresses (collectively, “Inappropriate Content”). The content of the Submitted Data you submit is governed by applicable laws (including laws which prohibit infringement of copyrights and trademarks, obscenity, pornography, child pornography, or child abuse). We have no obligation to monitor the Submitted Data. However, we (and our licensees, suppliers, fulfillers, or otherwise any of our Third-Party associates) reserve the right at all times to review the Submitted Data, to disclose the Submitted Data as necessary to satisfy any laws, regulations or government requests and to report any potential violations of law to law enforcement authorities, to refuse to post or transmit the Submitted Data, to remove the Submitted Data, and to refuse to perform any orders for processing or fulfillment for Submitted Data that are, in our sole judgment and discretion, (or in the sole judgment and discretion of any of the entities described above), objectionable or in violation of these Terms. Any such violation may be considered by Zip in its sole discretion as sufficient grounds to suspend or delete your Account.

3.4.2 SUBMITTED DATA GUIDELINES.

Zip reserves the right to determine, at its sole discretion, whether Submitted Data will be accepted for incorporation into any Zip Goods or Services. If Zip does not approve the Submitted Data, we will notify you by email that your submission has been rejected. At such time you may submit another image for consideration in a subsequent order. In the event that the Submitted Data can be supported in multimedia formats, please consider that image files can be in .JPEG, .GIF, or .PNG formats; small images will reproduce poorly when printed, increasing the scale of your image may cause it to print poorly, the bigger the image you choose, the longer it will take to upload, and the time your image takes to upload depends on your own internet connection speed.

Your other agreements/obligations

4.1. ACCESS TO YOUR ACCOUNT.

You are responsible for maintaining the secrecy of the login credentials to your Zip account. You agree to establish reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals, which includes choosing passwords and other credentials in a manner that will protect the security of your information. Your credentials include your username and password to your Zip account and to any third-party account you have used to log in to your Zip account. Please notify us immediately of the loss, theft, or possible unauthorized use of your account at us-support@care.zip.co.

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 Estimated Spending Power 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.

4.2. COMMUNICATION & NOTIFICATION.

You agree that Zip may provide you communications about your account and the Zip services at any time electronically or through phone calls or in writing. Standard mobile, message, or data rates may apply and you are responsible for any such fees. Zip reserves the right to close or limit access to your account and immediately collect all due amounts if you withdraw your consent to receive electronic or other communications. Any electronic communications will be considered to be received by you within 24 hours of the time we email it to you or otherwise send it to your attention (such as via text message or other online notification). We may assume you have received any communications sent to you by postal mail 3 business days after we send them.

4.3. CONSENTS TO COMMUNICATE.

If we need to contact you, you give direct consent to us that we, as well as servicers, agents, contractors, and collectors of your account, may communicate with you in any way, such as calling, texting, or e-mail via:

• a mobile phone or landline you provide to us or use to contact us,
• any email address you provide to us or one of our merchants,
• automated dialer systems and automatic telephone dialing systems,
• pre-recorded or artificial voice messages and other forms of communications.

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. 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 successor, assignee, or service provider, 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 such Zip E-Sign Consent.

4.4. MONITORING AND RECORDING.

You understand and agree that Zip, any of its affiliates, or its marketing associates, or service providers may, without further notice or warning (unless required by applicable law) and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Zip or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with Zip may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Zip, and Zip does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

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 rights

5.1. You will be in default of this Agreement if you (i) default under any Loan Agreement, including by failing to make any required payment under a Loan 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. In the event of a default, we may exercise all remedies available under applicable law.

5.2. WHAT WE MAY DO IF YOU ATTEMPT TO EXCEED YOUR ESTIMATED SPENDING POWER.

Your Estimated Spending Power is the potential amount available to you to request Loans using the Service and is evaluated on a transaction-by-transaction basis each time you request a Loan. Any amount shown on your account dashboard or otherwise as your “Estimated Spending Power” is merely indicative and not a guarantee that any attempt to use the Service will be approved. Loan requests must not exceed your Estimated Spending Power plus any outstanding Loan balances. Any Loan request which exceeds your Estimated Spending Power plus any previous Loan balances will not be permitted.

5.3. SUSPENSION OR CLOSURE OF YOUR ACCOUNT.

We may suspend or close your account or otherwise terminate your right to use your account. We may do this at any time and for any reason. You may close your account at any time by contacting us at us-support@care.zip.co. Upon account closure, we will cancel any pending transactions unless otherwise legally prohibited. If you owe any payment, Zip will not close your account until that payment has been made, but we may limit your ability to make additional transactions using your account. You may not close your account to evade an investigation. You will remain liable for all obligations related to your account even after the account is closed. Zip will retain your information in accordance with our Privacy Policy.

5.4. DORMANT ACCOUNTS.

Zip may close your account if you do not log in to the Website or use the Services for two or more years. Zip will retain your information in accordance with our Privacy Policy.

5.5. REFUSAL TO HONOR YOUR ACCOUNT.

We may deny any transactions for any reason at our discretion. We are not liable for any refusal to honor your account.

5.6. ASSIGNMENT OR SALE.

We may at any time, and without notice to you, sell, assign or transfer your account, this Agreement, or our rights or obligations under your account or this Agreement to any person or entity. The person or entity to whom we make any such sale, assignment, or transfer shall be entitled to all of our rights and shall assume our obligations under this Agreement, to the extent sold, assigned, or transferred.

How Zip will resolve disputes

6.1. DISPUTES WITH ZIP.

If a dispute arises between you and Zip about your account, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. In the event of a dispute, we encourage you first to contact Zip at us-support@care.zip.co to try resolving your problem directly with us.

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 any individual case in small claims court or your state’s equivalent court, so long as it remains an individual case in that court. 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.

YOU AGREE NOT TO PARTICIPATE IN A CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST US IN COURT OR ARBITRATION. ALSO, YOU MAY NOT BRING CLAIMS OR COUNTERCLAIMS AGAINST US ON BEHALF OF ANY ACCOUNT HOLDER WHO IS NOT AN ACCOUNT HOLDER ON YOUR ACCOUNT, AND YOU AGREE THAT ONLY ACCOUNT HOLDERS ON YOUR ACCOUNT MAY BE JOINED IN A SINGLE ARBITRATION WITH ANY CLAIM YOU HAVE. If a court determines that this paragraph is not fully enforceable, only this sentence will remain in force and the remainder will be null and void, and the court’s determination shall be subject to appeal. This paragraph does not apply to any lawsuit or administrative proceeding filed against us by a state or federal government agency even when such agency is seeking relief on behalf of a class of borrowers, including you. This means that we will not have the right to compel arbitration of any claim brought by such an agency.

6.3. HOW TO START AN ARBITRATION, AND THE ARBITRATION PROCESS.

The party who wants to arbitrate must notify the other party in writing. This notice can be given after the beginning of a lawsuit or in papers filed in the lawsuit. Otherwise, your notice must be sent to Zip, Inc., Legal Operation, 228 Park Ave S, PMB 59872, New York, New York 10003-1502, ATTN: ARBITRATION DEMAND. The party seeking arbitration must select an arbitration administrator, which can be either the American Arbitration Association (AAA), 120 Broadway, Floor 21, New York, NY 10271, www.adr.org, 1-800-778-7879, or JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018, www.jamsadr.com, 1-800-352-5267. If neither administrator is able or willing to handle the dispute, then the court will appoint an arbitrator. If a party files a lawsuit in court asserting claim(s) that are subject to arbitration and the other party files a motion with the court to compel arbitration, which is granted, it will be the responsibility of the party asserting the claim(s) to commence the arbitration proceeding. The arbitration administrator will appoint the arbitrator and will tell the parties what to do next. The arbitrator must be a lawyer with at least ten years of legal experience. Once appointed, the arbitrator must apply the same law and legal principles, consistent with the FAA, that would apply in a court, but may use different procedural rules. If the administrator’s rules conflict with this Agreement, this Agreement will control. The arbitration will take place by phone, video conference, or at a reasonably convenient location. If you ask us to, we will pay all the fees the administrator or arbitrator charges. We will always pay your costs, to the extent you prevail on claims you assert against us in an arbitration proceeding.

6.4. GOVERNING LAW FOR ARBITRATION.

This Arbitration section of your Agreement is governed by the Federal Arbitration Act (FAA). New York law shall apply to the extent state law is not preempted and otherwise relevant under the FAA. The arbitrator’s decision will be final and binding, except for any appeal right under the FAA. Any court with jurisdiction may enter judgment upon the arbitrator’s award.

6.5. EXCEPTIONS TO INFORMAL NEGOTIATIONS AND ARBITRATION.

You and Zip agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any disputes seeking to enforce or protect, or concerning the validity of, any of your or Zip’s intellectual property rights; and (2) any claim for injunctive relief.

6.6. RIGHT TO REJECT ARBITRATION.

You may reject this arbitration provision by mailing a special rejection notice to Zip at us-support@care.zip.co. You must sign the rejection notice, affirmatively state that you do not want arbitration to apply to this Agreement and provide your name, address, telephone number, and account number. We must receive your rejection notice within 60 days after the date that you first consent to this Agreement. You may not reject arbitration by phone or by any method other than the method described above. If you reject this arbitration provision, it will not affect any other provision of the Agreement.

Miscellaneous

7.1. ENFORCEABILITY AND GOVERNING LAW.

The failure or delay of Zip to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision and does not prevent Zip from later exercising such right or provision. This Agreement sets forth the entire understanding between you and Zip with respect to the Services. If any provision of this Agreement is held to be unenforceable, the unenforceable term or provision shall be replaced by an enforceable term or provision that comes closest to the intention underlying the unenforceable term or provision and the remaining provisions shall be enforced. To the extent that anything in or associated with the Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

The loans made by WebBank in connection with your use of the Service are governed by the Loan Agreement, not this Agreement, All other aspects of your access to, and use of, the Services (including the terms of this Agreement), as between you and Zip, are governed by the laws of the State of New York (without regard to conflicts of laws principles).

7.2. INTELLECTUAL PROPERTY.

All content, design, graphics, compilation, magnetic translation, digital conversion, and other matters relating to the Services are protected under applicable copyrights, trademarks, and other proprietary rights (including but not limited to intellectual property rights) and owned by Zip or one of its affiliates. The copying, redistribution, use, or publication by you of any part of the Services, unless expressly permitted in this Agreement, is strictly prohibited. Use of the Services does not give you ownership of any intellectual property rights in any of the content, documents, or other materials you access. The sharing or posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.

7.3. TRADEMARK.

“Zip” is the marketing name for certain activities provided by Zip Co US, Inc. as operator of the Services. In the United States, the registered trademarks associated with the Services are owned by Zip Co US, Inc.’s parent company Zip Co Ltd. “Zip” and “Buy with Zip” are trademarks of Zip Co Ltd., as are all other names, logos, and slogans associated with Zip products and services. Other featured words or symbols may be the trademarks of their respective owners.

7.4. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless Zip, their respective affiliates, and their and their affiliates’ respective officers, directors, employees, agents, representatives, successors, and assigns from any and all claims, debts, losses, liabilities, demands, obligations, costs, expenses (including reasonable attorneys’ fees), fines, penalties, actions and causes of action, judgments (collectively, “Losses”) and threatened Losses arising from or in connection with your use of the Services or violation of this Agreement.

7.5. WARRANTY.

NONE OF ZIP OR ANY OF THEIR AFFILIATES MAKE ANY COMMITMENTS OR WARRANTIES ABOUT THE CONTENT, RELIABILITY, OR AVAILABILITY OF THE SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES. EACH OF WEBBANK, ZIP AND THEIR AFFILIATES DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY REGARDING NON- INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF , ZIP OR THEIR AFFILIATES SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF PAYMENT TRANSACTIONS OR THE SERVICES.

7.6. LIMITATION OF LIABILITY.

ZIP AND ITS AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY PRODUCT AVAILABLE FROM OR THROUGH THE WEBSITE OR ANYONE’S (INCLUDING YOUR) USE OF THE SERVICES. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, ZIP AND ITS AFFILIATES ARE NOT LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE; NOR ARE THEY LIABLE.

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.

You and Zip both agree unless prohibited by law, that regardless of any statute of limitations period providing for a longer period, any claim or cause of action arising out of or related to use of the Services, Terms of Use, or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose, regardless of when discovered or be forever barred.

7.8. THIRD-PARTY BENEFICIARIES.

This Agreement is between you and Zip. No user has any right to force Zip to enforce any rights it may have against you or any other user. There are no third-party beneficiaries aside from the terms expressly referencing WebBank in this Agreement.

7.9. COVERED BORROWERS UNDER THE MILITARY LENDING ACT.

If you are a “covered borrower” as defined under 32 C.F.R. § 232.3(g) and you have received “consumer credit” as defined under 32 C.F.R. § 232.3(f) in connection with your account, then the following applies: Important Disclosure: Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: The costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). To obtain an oral statement regarding the Military Annual Percentage Rate and a description of the payment obligation, Military Lending Act covered borrowers may call: 1-888-215-2785. Note that this line is pre-recorded and does not accept voicemail.

Compliance with the Military Lending Act: Notwithstanding any other provision of this Agreement, if you are a “covered borrower”, then nothing in this Agreement shall be construed as applying to you to the extent inconsistent with the Military Lending Act, including without limitation any fees or limitations on your rights that would not be consistent with the Military Lending Act. Without limiting the foregoing, as applied to a covered borrower: (1) any charges or fees in excess of the permitted limit shall be reduced by the amount necessary to satisfy that limit and any amounts collected in excess of the permitted limit shall be refunded by crediting the covered borrower’s account or by making a direct payment to the covered borrower; (2) the arbitration terms in sections 6.1-6.6 shall not apply; and (3) all waivers of legal recourse in this Agreement shall not apply.

7.10. FEEDBACK YOU PROVIDE.

If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. If we accept your submission, we do not waive any rights to use similar or related ideas or feedback previously known to us, developed by our employees, or obtained from sources other than you.

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.

7.11. MATERIAL ADVERSE CHANGES

“Material Adverse Change,” or “MAC,” shall mean any circumstance, change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, (a) has had, or may reasonably be expected to have, a material adverse effect on your assets, liabilities, properties, operations, or results of operations, or those of similarly situated individuals (b) has prevented, impaired or materially delayed, or would reasonably be expected to prevent, impair or materially delay your ability, or that of similarly situated individuals, to perform your obligations under this Agreement, including (without limitation) due to any of the following occurring in the United States or any other country or region in the world:

• global, national or regional economic, regulatory or political conditions (or changes in such conditions), or conditions in the economy generally;
• general conditions (or changes in such conditions) in the securities markets, capital markets, credit markets, currency markets or other financial markets, including changes in interest rates, changes in exchange rates for the currencies of any countries, and changes in price levels or trading volumes;
• acts of war, sabotage or terrorism (whether or not declared);
• earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions and other such events;
• any epidemic, pandemic or other outbreak of illness or public health event; or
• changes in accounting requirements or law or the enforcement or interpretation of such changes in accounting requirements or law.