Retail Installment Contract

Overview

The words “Buyer”, “you” and “your” mean the buyer or payor with respect to the goods and/or services (“Goods”) financed pursuant to this Retail Installment Contract and the Zip Customer Agreement, which is incorporated herein by reference (collectively, this “Agreement”), who has accepted this Agreement electronically. The words “Zip”, “Seller”, “we”, “us” and “our” mean Zip Co US, Inc., who is the seller of the Goods and provider of the financing hereunder, and shall further include any subsequent holder or assignee of this Agreement. By entering into this Agreement, you agree to purchase the Goods from us, on credit according to the terms of this Agreement. You agree to pay us the Total of Payments, including the Amount Financed, and any other amounts you may owe us under this Agreement. If more than one person enters this Agreement as Buyer, each of you agree to keep all the promises in this Agreement even if any other Buyer does not. Capitalized terms used but not defined herein have the meanings given to them in the Zip Customer Agreement.

When you use Zip Anywhere, Zip will purchase the requested Goods from the Merchant by displaying a temporary virtual card in the App (“Zip Card”). This virtual Zip Card provided to you in the App is issued to Zip and is provided to you to facilitate Zip's purchases of goods and services from the Merchant. The Zip Card accesses an account owned by Zip, from which Zip pays the Merchant for the Goods. You understand and acknowledge that by entering this Agreement, you are purchasing the Goods from Zip, and not from the Merchant, and you agree to pay the Purchase Price to us in 4 equal installments. Your first installment is due on the date of this Agreement, or if you are paying the first installment by Check, you will need to mail in your Check 3-5 days prior to making your purchase to ensure that your account can be credited prior to making a purchase. The three remaining installments are due according to the payment schedule provided to you in the disclosures provided to you at the time of purchase (the “Disclosures”).

Returns

Please note the Merchant's return policy before you purchase Goods using Zip. By purchasing Goods from Zip, you agree to be bound by the return policy of the original Merchant of those Goods. To return Goods, you must return the Goods to the Merchant on Zip's behalf, but only in accordance with the Merchant's return policy. A refund provided by the Merchant to the Zip Card will be treated as a credit toward any amounts you owe us under this Agreement. If the Merchant does not provide a refund to the Zip Card equal to or greater than the amount you owe us under this Agreement, you will still be responsible for paying the remaining balance. If the amount of any refund provided by the Merchant to the Zip Card exceeds the amount you owe under this Agreement, Zip will issue you a refund, in the amount of the difference, to your original payment method. You may not be entitled to a refund of applicable fees charged by Zip under this Agreement.

Delays and cancellations

In some cases when you attempt to use Zip to purchase Goods, a transaction may be held as pending or otherwise delayed for processing and confirmation by either Zip or the Merchant. Zip may cancel this Agreement at any time until it is confirmed by Zip. If we cancel this Agreement before the Goods are shipped to you, and you are not in Default, we will refund you all amounts you paid us under this Agreement.

Promise to pay

You agree to pay to us all amounts you owe under this Agreement. You agree to make payments on each applicable due date (“Payment Due Date”) according to the payment schedule in the Disclosures. If you fail to pay all amounts you owe us on each Payment Due Date, the term of this Agreement may be extended, and the amount of the remaining payments may be adjusted by the amount necessary to repay the remaining amounts you owe us in full. All payments must be made in U.S. dollars.

Payment methods

Check

You may make payments by sending a personal check to 228 Park Ave S, PMB 59872, New York, New York 10003-1502. You should mail your check 3-5 days prior to your Payment Due Date in order to ensure your payment is not late. Your payment will be considered late if we do not receive your payment by the Payment Due Date. If you elect to make payments by check, we may require you to keep a credit card on file and authorize Zip to charge that payment method for the amount due on or as of the Payment Due Date, if we do not receive your check by the Payment Due Date. We will apply a discount of $1.00 for each full regular installment payment you make to Zip by check, except where prohibited by law.

Payment card

You may make payments using a Visa or MasterCard debit or credit payment card (Payment Method) by entering your card information on the Zip App and authorizing payments to be made automatically on or before each Payment Due Date. You will be required to select a primary Payment Method when your account is created or whenever you delete an existing Payment Method. You can update or change your preferred Payment Method at any time via your account. Your account must have at least one Payment Method at all times. You authorize Zip to deduct payments from your primary Payment Method. If we are unable to charge or debit your primary Payment Method, 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.

Interest

Zip does not charge interest in connection with this Agreement.

Application of payments

Payments are credited to your account as of the day they are received. We will apply your payments first to any fees or charges due to us, if any, then to principal amounts outstanding.

Payment reminders

You will receive regular payment reminders by e-mail and/or SMS (text message), at various time showing the amount of the next payment that is due under this Agreement and the Payment Due Date.

Servicing and Collection Contact

We may try to contact you at any mailing address, email address, or phone number you give us, as well as by in-App message. You agree that we, our agents, and/or our service providers may at any time make calls and/or send text messages to you at any telephone number associated with your account, including wireless telephone numbers that could result in charges to you. The manner in which these calls or text messages are made to you may include the use of prerecorded/artificial voice messages and/or an automatic telephone dialing system. You may revoke your consent to certain of these types of communications at any time by contacting us at [email protected].

Default

You are in default under this Agreement if: (a) you provide false or misleading information about yourself, your employment or your financial condition, (b) you fail to make a required payment by the Payment Due Date or if your payment is returned to us for any reason and you fail to successfully make the required payment to us by the Payment Due Date, (c) you file for bankruptcy or become a debtor under applicable bankruptcy laws, or (d) you otherwise fail to comply with a material provision of this Agreement (each, a “Default”).

Consequences of default

If any Default occurs, we may, at our option, require you to immediately pay us everything you owe us under this Agreement and pursue all legally available means to collect what you owe us, including designating your account as past due and placing it in collection. By taking these actions, we do not give up our right to use another way to collect the money you owe us later. Our delay or failure to exercise any of our rights under this Agreement or applicable law is not a waiver of our rights. Any waiver by us of any provision of this Agreement on any one occasion will not be a waiver on any other occasion. If we permit you to make payments on a modified payment plan, and, if you fail to make those payments, we will consider you to be in Default.

Collection

You understand that, in the event we are required to engage an attorney or other person to collect any amounts due under this Agreement, you will be required to pay the reasonable fees of such attorney or person, court costs and other related fees and costs, unless prohibited by applicable law.

Prepayment

You may prepay any installment amounts you owe under this Agreement at any time without penalty. If you make an early installment payment your prepayment will be applied to reduce your overall balance but you will still be required to make your regular installment payments on time until all amounts you owe under this Agreement are paid in full. If you overpay, or if there is a credit balance on your account, we will not pay you interest on such amounts. We may reject any payment if your account has a credit balance as of the day we receive that payment. Any other credits to your account, such as a partial refund by a Merchant, are not treated as payments. Such amounts will be credited to your account and reduce your balance, but may not reduce the amount of your next required payment or alter your payment schedule.

Verification and credit reports

You authorize and instruct us to verify the information you provided us in connection with this Agreement. You further give us consent to obtain information about you from a consumer reporting agency or other sources in order to verify your information, maintain your account and for any other permissible purpose, prior to entering into and at any time you have repayment obligations under this Agreement. You authorize all such third party sources to disclose the information requested by us, our agents or service providers unless prohibited by applicable law. We may report information about this Agreement and your performance under this Agreement to consumer reporting agencies in accordance with applicable legal requirements. Late payments, missed payments, or other actions you take or fail to take with respect to your Account may be reflected on your credit report.

Your Electronic Signature

You acknowledge and agree that when you click “I Agree to the Zip Retail Installment Contract”, you are providing your electronic signature and agreeing to be bound by this Agreement. By electronically signing, you are agreeing to all the terms and conditions in this Agreement, and certifying that all information you have provided is complete and accurate. You agree that your electronic signature will have the same force and effect, and will bind you to this Agreement to the same extent as a physical signature would. You also agree that this Agreement and all related documents are electronic records and that, as such, they may be transferred, authenticated, stored, and transmitted by electronic means.

By clicking “I Agree to the Zip Retail Installment Contract”, you agree to all of the terms and conditions set forth in this Agreement. You acknowledge, represent and warrant that: (a) you have read, understand, and agree to all of the terms and conditions of this Agreement, (b) this Agreement contains all of the terms of the agreement between you and us and that no representations or promises other than those contained in this Agreement have been made, (c) you are not a debtor under any proceeding in bankruptcy and have no intention to file a petition for relief under any chapter of the United States Bankruptcy Code, (d) this Agreement was completed and all blanks were filled in before you agreed to it, (e) you have received a copy of our privacy policy, (f) you have read, understood and you agree to the Arbitration Agreement, and (g) you have the ability to print or retain a completed copy of this Agreement.

Disclaimer of warranties

We make no warranties, express or implied, on the Goods, and there will be no implied warranties of merchantability or of fitness for a particular purpose.

Assignment

This Agreement may not be assigned by you. We may assign or transfer this Agreement and our related rights and obligations without notice to you and your consent is not required if we make such an assignment or transfer.

Governing Law

This Agreement will be governed by federal law, and to the extent not preempted by federal law, the laws of the State of New York excluding its choice of law provisions. This choice of governing law will not change regardless of your or our change of location.

Notices to Buyer

You are entitled to an exact and completely filled-in copy of the contract you sign. Keep it to protect your legal rights.

YOU UNDERSTAND THAT YOU HAVE THE ABILITY TO OBTAIN A COMPLETED COPY OF THIS AGREEMENT ON THE Zip MOBILE APPLICATION.

Federal and State Law Notices

Notices apply only to the residents of the specified states where indicated.

All Borrowers: Important Information About Procedures for Opening a New Account To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

All Borrowers: YOU AGREE AND ACKNOWLEDGE THAT PURSUANT TO UTAH CODE ANN. § 70C-3-104 YOU ARE WAIVING YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION RELATED TO THIS AGREEMENT.

All Borrowers, including California/New York/Rhode Island/Utah/Vermont residents: You give us and our agents, successors, and assigns permission to access your credit report in connection with any transaction, or extension of credit, and on an ongoing basis, for the purpose of reviewing this Agreement, taking collection action on this Agreement, or for any other legitimate purposes associated with this Agreement. Upon your request, you will be informed of whether or not a consumer credit report was ordered, and if it was, you will be given the name and address of the consumer reporting agency that furnished the report. As required by law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations.

California residents: A married applicant may apply for a separate account. As required by California law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations.

Georgia residents: NOTICE TO THE CONSUMER: 1. Do not sign this Agreement if it contains any blank spaces. 2. You are entitled to an exact copy of all papers you signed. 3. You have the right at any time to pay in advance the full amount due under this Agreement and under certain conditions to obtain a partial refund of the interest charges. 4 If credit life insurance is required, you have the right to purchase either level term life insurance or reduced term life insurance coverage. 5. You are not required to purchase noncredit insurance as a condition of obtaining this Loan.

Iowa residents: NOTICE TO CONSUMER: 1. Do not sign this paper before you read it. 2. You are entitled to a copy of this paper. 3. You may prepay the unpaid balance at any time without penalty and may be entitled to receive a refund of unearned charges in accordance with law.

Kansas residents: NOTICE TO CONSUMER: 1. Do not sign this agreement before you read it. 2. You are entitled to a copy of this agreement. 3. You may prepay the unpaid balance at any time without penalty.

Maryland residents: NOTICE TO CONSUMER: You may cancel this Agreement at any time prior to midnight of the third business day after the date of the Agreement. See below notice of cancellation form for an explanation of this right. NOTICE OF CANCELATION: 1. You may cancel this Agreement, without any penalty or obligation, at any time prior to midnight of the third business day after the date the Agreement is signed. 2. If you cancel, any payment made by you under this Agreement will be returned within 10 days following receipt by us of your cancellation notice. 3. To cancel this Agreement, mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, to: Zip Co US Inc., 228 Park Ave S PMB 59872, New York, NY 10003 not later than midnight of the third business day after the date the Agreement is signed.

Massachusetts residents: Massachusetts law prohibits discrimination based upon marital status or sexual orientation.

Missouri residents: Oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect you (borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

Nebraska residents: NOTICE TO CONSUMER: 1. Do not sign this paper before you read it. 2. You are entitled to a copy of this paper. 3. You may prepay the unpaid balance at any time without penalty and may be entitled to receive a refund of unearned charges in accordance with law. A credit agreement must be in writing to be enforceable under Nebraska law. To protect you and us from any misunderstandings or disappointments, any contract, promise, undertaking, or offer to forebear repayment of money or to make any other financial accommodation in connection with this Loan of money or grant or extension of credit, or any amendment of, cancellation of, waiver of, or substitution for any or all of the terms or provisions of any instrument or document executed in connection with this Loan of money or grant or extension of credit, must be in writing to be effective.

New Hampshire residents: You are not required to sign this agreement (directly or indirectly), or agree to enter into such an agreement as a condition of purchasing any property, goods or services. Reasonable attorney fees shall be awarded to the prevailing party in any action you bring against us or we bring against you. If we successfully assert a partial defense or set-off, recoupment, or counterclaim to an action brought by you, the court may withhold from you the entire amount or such portion of the attorney’s fees as the court considers equitable.

New Jersey residents: Because certain provisions of this agreement are subject to applicable law, they may be void, unenforceable or inapplicable in some jurisdictions. None of these provisions, however, are void, unenforceable or inapplicable in New Jersey.

Ohio residents: The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law.

Texas residents: You hereby waive your common law rights to receive notice of intent to accelerate and notice of acceleration. This means that you give up the right to receive notice that we intend to demand that you pay all that you owe on this agreement at once (accelerate) and notice that we have accelerated.

Utah residents: This written agreement is a final expression of the agreement between you and us and the written agreement may not be contradicted by evidence of any alleged oral agreement.

Washington residents: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

Wisconsin residents: For married Wisconsin residents, your signature confirms that this loan obligation is being incurred in the interest of your marriage or family. No provision of any marital property agreement (pre-marital agreement), unilateral statement under § 766.59 of the Wisconsin statutes or court decree under § 766.70 adversely affects our interest unless, prior to the time that the loan is approved, we are furnished with a copy of the marital property agreement, statement, or decree or have actual knowledge of the adverse provision. If this Loan for which you are applying is granted, agree to notify us if you have a spouse who needs to receive notification that credit has been extended to you.

The section headings of this Agreement are a table of contents and not contract terms.

Other notices

ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

NOTICE TO THE BUYER: DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT CONTAINS BLANK SPACES. YOU ARE ENTITLED TO A COPY OF THE CONTRACT YOU SIGN. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE. KEEP THIS AGREEMENT TO PROTECT YOUR LEGAL RIGHTS.