ABOUT SEZZLE
ABOUT SEZZLE
Sezzle User Agreement
Last Update: 2/28/2020
PLEASE READ THESE TERMS OF THIS USER AGREEMENT ("Agreement") CAREFULLY. BY ACCESSING THE SEZZLE WEBSITE OR USING SEZZLE SERVICES, YOU AGREE TO BE BOUND BY: 1) THIS SEZZLE USER AGREEMENT; 2) THE SEZZLE ACCEPTABLE USE POLICY; 3) THE SEZZLE ELECTRONIC COMMUNICATIONS DELIVERY POLICY; 4) THE SEZZLE CARD HOLDER ADDENDUM AND; 5) THE SEZZLE PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS THE SEZZLE WEBSITE OR USE THE SEZZLE SERVICE. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
1. The Agreement
1.1. The Parties to this Agreement.
This Agreement describes the terms between Sezzle ("we", "us" or "our") and you ("you", "your", "User", "Sezzle User") for the financing provided by Sezzle to you for the goods and/or services you purchased from the Sezzle Merchant. Through this Agreement, Sezzle has extended you credit and the right to defer payment for the goods and/or services you have purchased. You agree to pay us pursuant to the terms of this Agreement. This Agreement also governs your use of this site ("Website"), your use of the Sezzle Service as described below, and your access to your Sezzle Account information and service through the Website (together, the "Sezzle Services" or "Services"). Unless otherwise specified, this Agreement applies to you regardless of where you are residing internationally. Using the Sezzle Services means that you have accepted all of the terms and conditions contained in this Agreement and the agreements on the Legal Agreements page including the Privacy Policy, the Acceptable Use Policy, the Sezzle Card Holder Addendum, and the Electronic Communications Delivery Policy. You should read all of these terms carefully.
For Residents of California, Idaho, Nevada, North Dakota:
This Agreement describes the terms of the retail installment sale contract between you ("you", "your", "User", "Sezzle User") and the Sezzle Merchant who sold you the goods and/or services and the Sezzle Merchant’s assigns (“we,” “us,” or “our”). We have extended you credit and the right to defer payment for the goods and/or services. You agree to pay us pursuant to the terms of this retail installment contract. This retail installment contract will be assigned to Sezzle Inc. once you purchase the goods and/or services. This Agreement also governs your use of this site ("Website"), your use of the Sezzle Service as described below, and your access to your Sezzle Account information and service through the Website (together, the "Sezzle Services" or "Services"). Unless otherwise specified, this Agreement applies to you regardless of where you are residing internationally. Using the Sezzle Services means that you have accepted all of the terms and conditions contained in this Agreement and the agreements on the Legal Agreements page including the Privacy Policy, the Acceptable Use Policy and the Electronic Communications Delivery Policy. You should read all of these terms carefully.
1.2. Changes to this Agreement.
Sezzle may unilaterally decide to change this Agreement from time to time, provided, however, that such changes will not impose additional obligations on you concerning actions you had taken before the change became effective unless you specifically agree to such changes.
1.3. Your Eligibility.
To be eligible to use the Services, you must be at least 18 years old and a resident of the United States or its territories. You represent and warrant that you are eligible to use the Services.
2. What is Sezzle?
2.1. The Sezzle Service.
Sezzle is a payment processing platform designed to allow Users to finance and buy products today and pay for them later, through a down payment followed by installment payments. To start using Sezzle, you need to open a Sezzle Account.
2.2. Your Promise to Pay.
Before completing any transaction on your behalf through any Sezzle Services, Sezzle will secure your promise to pay by disclosing all terms and conditions applicable to that transaction and securing your affirmative consent to those terms for that transaction, including your promise to pay the amount of the goods and services financed by the Sezzle Merchant or Sezzle. By accepting this Agreement and confirming the financing of any purchases through the Sezzle Merchant or Sezzle, you give us the right to collect any unpaid portions of the financed purchase, plus any agreed upon additional fees incurred.
2.3. Your Account.
To become a User of the Sezzle Services, you must create a Sezzle User Account. By opening a User Account and accepting the terms as outlined in this Agreement, you attest that you are establishing the Account to enable yourself to finance the purchase goods and services from Sezzle Merchants.
2.4. Account Security.
Sezzle identifies User Accounts by the mobile phone number linked to the User Account. We use 2-factor authentication to secure your Account. The first factor is a Personal Identification Number or PIN. This number is created by you and can be changed at any time in your Account Profile. The second factor we use is a One Time Password ("OTP") that we Short Message Service ("SMS") to your mobile phone number. The OTP proves that you have possession of your mobile phone number and the device you are using with Sezzle Services. Sezzle uses device identification techniques and algorithms to remove the need for the OTP when we recognize a previously identified and approved device.
2.5. First Time Activation.
To create a Sezzle User Account, we require that you provide us with your mobile phone number and prove that you have possession of that device by entering an OTP. We then ask you to create a PIN and identify yourself. User identification properties that we ask for include, but are not limited to, first and last name, address, and date of birth. We may also ask you to provide us with all, or some portion of your Social Security Number. To finalize your User Account creation we ask you to link a bank account to your Sezzle User Account.
2.6. Sezzle’s Role in the Transaction
Sezzle is not engaged in the sale of any goods or services financed by Sezzle. Sezzle does not have control of, or liability for, the products or services financed through the Sezzle Services. We provide you with financing for your purchases. If you have a dispute with a Sezzle Merchant, Sezzle provides a dispute resolution service in the Sezzle User Account dashboard to aid in your dispute process.
2.7. Cancelling Transactions
All requests for Orders and Services through Sezzle are subject to approval by Sezzle, at our discretion. We may choose not to approve an Order or provide financing for a product to you, or may cancel an approved Order before the goods or services are delivered or supplied, if: (i) we reasonably consider this necessary in order to: (A) protect the integrity of our systems or the products; (B) prevent fraud; (C) limit the risk of money laundering or terrorism financing; or (D) otherwise protect us against legal, regulatory or non-payment risk; (ii) you do not pass our verifications or checks; (iii) we suspect, or are aware, that you have breached this Agreement in a material respect (including by failing to make any payment due under this Agreement on the payment due date); or (iv) we otherwise reasonably consider the Order or request for financing to be suspicious. (b) If we cancel an approved Order or request for financing: (i) we will apply a full refund of any amounts you have paid to us to your bank account or card used for payment, and will cancel any future payments related to that Order. The Merchant will not be obliged to deliver the goods for that Order, unless required to do so by law; (ii) you will have no obligation to make any further payments to us, or any other ongoing relationship with us, with respect to that Order; and (iii) if you wish to proceed with the purchase from the Merchant, the Merchant may accept an alternative payment method in its discretion, or if required to do so by law.
2.8. Automatic Payments
Once we approve the financing for your Order or Service, you will receive an email from us with confirmation of receipt of your Order and a Payment Schedule. (i) You agree to make payment(s) in accordance with the Payment Schedule. You may make early payments through your Sezzle Account, otherwise Sezzle will automatically process payments in accordance with the due dates stated on the Payment Schedule. You authorize Sezzle to process such payments using the Payment Method details provided by you. If an Automatic Payment fails on any of the dates specified in your Payment Schedule, Sezzle reserves the right to re-attempt to process the payment at a later time(s) or date(s). (a) An ‘Automatic Payment’ is a payment, through the Payment Method you have chosen, that we will automatically process and collect. This 'Payment Method' can be a bank account or payment card. This Payment Method can be charged on a one-time or regular basis in agreed upon amounts as outlined in your Payment Schedule. You will have the option to select a preferred Payment Method when your Sezzle Account is being created. You can update or change your preferred Payment Method at any time via your Sezzle Account. (b) Subject to the other terms of this Agreement, you hereby expressly consent to, authorize and instruct Sezzle to process and collect Automatic Payment amounts using any Payment Method on file, beginning with your preferred Payment Method for the amounts and on those scheduled dates set out in your Payment Schedule. You acknowledge that you are giving us the ability to collect or reverse variable payment amounts from or to this bank account or payment card, in accordance with your Payment Schedule and the terms of this Agreement. (c) You are responsible for ensuring that you have sufficient funds in your bank account or payment card available to make Automatic Payments on the dates specified in your Payment Schedule. You are liable for any fees or charges imposed by your Payment Method, except to the extent that such fees or charges arise as a result of our error or system failure. If any fees or charges are imposed as a result of our error or system failure, please provide us with a copy of the relevant records, and we will reimburse you for the relevant fees or charges. (d) If an Automatic Payment fails (for example, if your Payment Method is a credit or debit card which has expired), Failed Payment Fees may apply unless you otherwise make the scheduled payment on or before the relevant due date. You authorize us to satisfy any monetary liability you owe us by: (i) Processing and collecting the payment using any of your preferred Payment Methods on file with us at a later time(s) or date(s); (ii) Processing and collecting the payment using any other Payment Method which you have provided details of; (iii) Offsetting the payment amount against any amounts we may owe to you; or (iv) Any other legal means. Please see clause 2.9 below for more information regarding Failed Payment Fees.
2.9. Failed Payments
(a) If you fail to pay any amounts according to the Payment Schedule, Failed Payment Fees will apply on each payment that is due but not received. For the avoidance of doubt, Failed Payment Fees will not be applied until the day immediately following the day that the payment is due. (b) We may, at our sole discretion, reasonably delay the application of, or waive wholly or partly, any Failed Payment Fee. If Failed Payment Fees are or may be incurred as a result of Sezzle’s error, please let us know, and we will waive or refund such fees, as relevant.
2.10. Authorization to Credit Your Account
In some cases, such as a refund or a service credit, Sezzle may be required to submit a payment to your bank account or card on file. You grant Sezzle the right to perform these payments to your account(s) on file with us.
3. Using Sezzle
3.1. Purchases.
You can use Sezzle to pay for purchases of goods and services from Sezzle Merchants by using Sezzle functionality on Sezzle Merchant sites and interfaces. Payment mechanisms for your down payment and installment payments may include but are not limited to, bank accounts, credit cards, and debit cards. If a bank account is used as your selected payment method, you are requesting an electronic transfer from your bank account. For these transactions, Sezzle will make electronic transfers from your bank account in the amount you specify. You agree that you grant authorization to Sezzle to make the transfers from any of your bank account(s), debit card(s) and/or credit card(s) to fulfill your down payment, or a missed or failed payment. You give Sezzle the right to resubmit any transaction you authorized that is returned for insufficient or uncollected funds or any other reason.
3.2. Purchase Size Limits.
We may, at our discretion, impose limits on the amount of money you can use to purchase goods or services through the Sezzle Services.
3.3. Refused and Refunded Transactions.
When you make a purchase with Sezzle, the Sezzle Merchant is not required to accept your payment. You agree that you will not hold Sezzle liable for any damages resulting from a Sezzle Merchant’s decision not to accept a payment made through the Sezzle. Any unclaimed, refunded or denied payment will be returned to the original Payment Method. We will return any unclaimed payment to you within 30 Days of the date you initiated payment.
3.4. Payment Review.
Payment Review is a process by which Sezzle reviews certain potentially high-risk transactions. If a payment is subject to Payment Review, Sezzle will place a hold on the payment and provide notice to you and the Merchant. Sezzle will conduct a review and either clear or cancel the payment. If the payment is cleared, Sezzle will provide notice to you and the Merchant. Otherwise, Sezzle will cancel the payment and the funds will be returned to the User.
3.5. Unauthorized Payments via Sezzle.
If your problem is a Sezzle transaction that you did not Authorize, please contact Sezzle at support@sezzle.com to report the unauthorized transaction.
For Sezzle to help you, you must have an Account in good standing, have purchased the item with Sezzle, and be on time with all installment payments to date. You must also open a Dispute within 180 Days of the date you sent the payment.
If you have received a recovery related to such purchase from another source, you are not allowed to additionally receive recovery with Sezzle.
3.6. Dispute Management.
Sezzle encourages Users to communicate with Merchants directly to manage any purchase disputes. Sezzle Services provides a dispute management system within the User Account portal to enable better communications with Sezzle Merchants. Sezzle is not a party to any purchase dispute. Our role in disputes is limited to creating a communications and dispute management portal for User and Merchant Accounts.
3.7. Bank Accounts.
When you log into your bank account to connect your bank account(s) to your Sezzle Account, Sezzle will store information related to all accounts connected to this bank connection. Sezzle reserves the right to initiate payments and withdraw funds from any bank account(s) on file at any time in order to collect all payments, including delinquent payments. This includes saving accounts and non-primary checking accounts.
3.8 Sezzle Card Holder Addendum
Sezzle offers an interest free installment loan/retail installment credit card that allows users to make purchases from Sezzle Merchants ("Sezzle Card"). Any purchase made using the Sezzle Card is subject to the Sezzle Card Holder Addendum.
4. Credit Analysis and Reporting.
4.1. Credit Reports.
If you open a Sezzle Account, you are providing Sezzle with express authorization to obtain your personal credit report from a credit bureau. We are using this credit report as a supplement to our 'Know Your Customer' processes and to identify any business risks that may exist to Sezzle in offering financing to you.
4.2. "Hard Checks" and Sezzle's Effect on Your Credit Score.
Sezzle's installment product should not have a negative effect on your credit score. We do not perform "Hard Checks" or "Hard Pulls" on your credit files.
4.3. Credit Reporting.
Our mission is to 'Financially Empower' our Users. As one way to financially empower Users, we plan to offer Users an option to 'opt-in' to reporting to the credit bureaus to help those Users improve their credit scores. When a User 'opts-in', we need to report both positive and negative results to these bureaus. Currently, we do not report to the credit bureaus, but we do reserve the right to report.
4.4. Proprietary Analysis.
Sezzle uses proprietary analysis tools to evaluate your ability to successfully complete your installment payments with Sezzle. Sezzle reserves the right to alter its analysis algorithms at any time.
4.5. No Guarantee of Approval.
We evaluate each purchase as an independent request for financing. Approval of financing for a prior purchase with us does not guarantee future approval.
5. Interest and Fees.
5.1. Sezzle Charges No Interest or Up-front Fees For Purchases.
We charge no interest and no up-front fees to Users for financing purchases with us. We reserve the right to add interest and fees to future purchases. We will notify Users of all fees and interest if and when we decide to add interest and fees.
5.2. Failed Payment Fees.
If you correct a payment failure within 2 days of the failure date, you will receive no fee for failing a payment. We charge a $10 failed payment fee for each payment that is not made on its scheduled due date and has not been corrected within 2 days of the failure notice.
5.3. Convenience Fees for Changing Scheduled Payments.
We charge a convenience fee of $5 to allow a User to alter the Payment Schedule.
6. Our Communications.
6.1. Notices to You.
You agree that Sezzle may provide you Communications about your Account and the Sezzle Services electronically as described in our Electronic Communications Delivery Policy. Any electronic Communications will be considered to be received by you within 1 hour after the time we post it to our website or email it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.
6.2. Notices to Sezzle.
Except as otherwise stated above in the Electronic Communications Delivery Policy, and herein, notices to Sezzle must be sent by postal mail to: Sezzle, Inc., Attention: Sezzle Legal Notices, PO Box 24218, Minneapolis, MN 55424.
6.3. Contacting You.
To contact you more efficiently, we may contact you using calls or text messages at the telephone number(s) you have provided us. We may place such calls or texts to (i) provide notices regarding your Account or Account activity, (ii) investigate or prevent fraud, or (iii) collect a debt owed to us. You agree that Sezzle may contact you using autodialed or prerecorded message calls and text messages to carry out the purposes we have identified above. We may share your phone number(s) with service providers with whom we contract to assist us in pursuing these interests but will not share your phone number(s) with third parties for their own purposes without your consent. Standard telephone minute and text charges may apply. We and our service providers will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes at the telephone number(s) you designate unless we receive your prior express written consent.
6.4. Recording Calls.
You understand and agree that Sezzle may, without further notice or warning and in our discretion, monitor or record telephone conversations with you or anyone acting on your behalf has with Sezzle or its service provider or agents for quality control and training purposes or its protection. You acknowledge and understand that, while your communications with Sezzle may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Sezzle, and Sezzle does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
7. Your Privacy and Our Privacy Policies.
7.1 Your Privacy.
Protecting your privacy is very important to Sezzle. Please review our Privacy Policy to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.
7.2. Password Security and Keeping Your Data Current.
You are responsible for maintaining adequate security and control of any and all IDs, OTPs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Sezzle Services.
8. Our Intellectual Property and Your Use of It.
8.1 Intellectual Property.
"Sezzle.com," "Sezzle," and all logos related to the Sezzle Services are either trademarks or registered trademarks of Sezzle or Sezzle’s licensors. You may not copy, imitate or use them without Sezzle’s prior written consent. Also, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of Sezzle. You may not copy, imitate, or use them without our prior written consent.
9. Identifying You.
9.1. Identity Authentication.
You authorize Sezzle, directly or through third parties, to make any inquiries we consider necessary to validate your identity. We may ask for your Social Security Number or to see your driver’s license or other identifying documents at any time. Sezzle reserves the right to close, suspend, or limit access to your Account, Sezzle and all Sezzle Services in the event we are unable to obtain or verify this Information.
10. Activities Restricted Throughout Sezzle Services.
10.1. Restricted Activities.
In connection with your use of our website, your Sezzle Account, Sezzle, Sezzle Services, or in the course of your interactions with Sezzle, Sezzle Merchants, other Users, or third parties, you will not:
Breach this Agreement, the Acceptable Use Policy or any other agreement or policy that you have agreed to with Sezzle;
Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti discrimination or false advertising);
Infringe Sezzle's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
Act in a manner that is defamatory, trade libelous, threatening or harassing;
Provide false, inaccurate or misleading information;
Send what we reasonably believe to be potentially fraudulent funds;
Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
Attempt to double dip during a dispute by receiving or attempting to receive funds from both Sezzle and the Merchant, or bank for the same transaction;
Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;
Conduct your business or use the Sezzle Services in a manner that results in or may result in complaints, Disputes, Reversals, fees, fines, penalties or other liability to Sezzle, other Users, third parties or you;
Use your Account or the Sezzle Services in a manner that Sezzle, or any other electronic funds transfer network reasonably believes to be an abuse of any bank transfer system or a violation of card association or network rules;
Provide yourself a cash advance (or help others to do so);
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website, mobile App or the Sezzle Services;
Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers; Use the Sezzle Services to test payment behaviors;
Circumvent any Sezzle policy or determinations about your Account such as temporary or indefinite suspensions or other limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Sezzle Account(s) when an Account has been restricted, suspended or otherwise limited; creating new or additional Sezzle Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Sezzle Account;
Harass or threaten our employees, agents, or other Users.
10.2. Unlawful Internet Gambling Notice.
Restricted transactions as defined in Federal Reserve Regulation GG or other gambling regulations are prohibited from being processed through your Account or your relationship with Sezzle. Restricted transactions include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.
11. Liability.
11.1. Your Liability.
You are responsible for all Reversals, fees, fines, penalties and other liability incurred by Sezzle, a User, a Sezzle Merchant, or a third party caused by or arising out of your breach of this Agreement, and your use of the Sezzle Services. You agree to reimburse Sezzle, a User, or a third party for any and all such liability.
11.2. Reimbursement for Your Liability.
If you are liable for any amounts owed to Sezzle, you authorize Sezzle to process and collect such amounts from your Account or your bank account on file. If you do not have sufficient funds in your Account or your bank account, you acknowledge that Sezzle may engage in collection efforts to recover such amounts from you.
11.3. Actions by Sezzle - Restricted Activities.
If Sezzle, in its sole discretion, believes that you may have engaged in any Restricted Activities, we may take various actions to protect Sezzle, Sezzle Merchants, other Users, other third parties, or you from Reversals, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
We may close, suspend, or limit your access to your Account or the Sezzle Services (such as limiting your ability to send money, make withdrawals, or remove financial Information);
We may contact Merchants you have interacted with, contact your bank, and warn other Users, law enforcement, or impacted third parties of your actions;
We may update inaccurate Information you provided us;
We may refuse to provide any or all Sezzle Services to you in the future;
We may take legal action against you; and
If you violate the Acceptable Use Policy, then in addition to the above actions, you will be liable to Sezzle for the amount of Sezzle's damages caused by your violation of the Acceptable Use Policy. You acknowledge and agree that $2,500.00 USD per violation of the Acceptable Use Policy is presently a reasonable minimum estimate of Sezzle's actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to Sezzle that reasonably could be anticipated because, due to the nature of the violations of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate. Sezzle may deduct such damages directly from the offending Account or any other Account you control.
Sezzle, in its sole discretion, reserves the right to terminate this Agreement, your access to its website, your access to Sezzle and all other Sezzle Services for any reason and at any time upon notice to you.
11.4. Actions by Sezzle - Court Orders or Other Legal Process.
Sezzle, in its sole discretion, may take various actions including any limitation on your Account in the event it receives notice of a court order or other legal process that restricts the use of or access to your Account. Sezzle will give notice of a limitation it makes to comply with a court order or other legal process, unless the court order or other process directs that Sezzle does not provide you notice, in which case the court order or other process supersedes any notice obligation Sezzle has undertaken or agreed to under the terms of this Agreement. Sezzle has no obligation to contest or appeal from any such order or process. Sezzle will decide in its sole discretion the appropriate scope of a limitation to assure compliance with a court order or other legal process.
11.5. Actions by Sezzle - Account Closure, Termination of Service, Limited Account Access; Confidential Criteria.
If we close your Account or terminate your use of the Sezzle Services for any reason, we will provide you with notice of our actions. Except as expressly provided otherwise in this Agreement, if we limit access to your Account, including through a Reserve or hold, we will provide you with notice of our actions; we will also provide you with an opportunity to request restoration of access if, in our sole discretion, we deem it appropriate. Further, you acknowledge that Sezzle’s decision to take certain actions, including limiting access to your Account by placing holds or imposing Reserves, may be based on confidential criteria that are essential to our management of risk and the security of Users’ Accounts and the Sezzle system. You agree that Sezzle is under no obligation to disclose the details of its risk management or security procedures to you.
11.6. Limitations of Liability.
IN NO EVENT SHALL WE, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF SEZZLE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE SEZZLE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SEZZLE, OUR PARENT, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF OR YOUR INABILITY TO USE SEZZLE’S SITES AND SERVICES; (2) DELAYS OR DISRUPTIONS IN SEZZLE’S SITES AND SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING SEZZLE’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO SEZZLE’S SITES OR SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN SEZZLE’S SITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS USER AGREEMENT OR SEZZLE’S POLICIES. SEZZLE RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS USER AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.
11.7. No Warranty.
THE SEZZLE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. SEZZLE, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF SEZZLE, OUR PARENT OR OUR AFFILIATES, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Sezzle does not have any control over the products or services that are paid for with Sezzle and Sezzle Services, and Sezzle cannot ensure that a Merchant you are dealing with will complete the transaction or is authorized to do so. Sezzle does not guarantee continuous, uninterrupted or secure access to any part of the Sezzle Services, and operation of our site may be interfered with by numerous factors outside of our control. Sezzle will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and debit cards are processed in a timely manner but Sezzle makes no representations or warranties regarding the amount of time needed to complete processing because the Sezzle Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. mail service. Certain Sezzle Services may not be available to you based on residency, geographic location or other eligibility criteria. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights, and you may also have other legal rights that vary from state to state.
12. Leaving Sezzle.
12.1. How to Close Your Account.
You may close your Account at any time by following the instructions in your Account Profile.
12.2 Limitations on Closing Your Account.
You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may hold your Account open for up to 180 Days to protect Sezzle, Merchants, its Affiliates, or a third party against the risk of Reversals, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.
13. Disputes With Sezzle.
13.1. Contact Sezzle First.
If a dispute arises with Sezzle, our goal is to learn about and address your concerns as soon as possible. Disputes with Sezzle regarding the Sezzle Services may be reported to support@sezzle.com or by calling +1 (888) 540-1867 from 8 AM to 5 PM, Central Time.
13.2. Applicable Law.
You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this User Agreement, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Sezzle.
13.3. Agreement to Arbitrate.
You and Sezzle each agree that any and all disputes or claims that have arisen or may arise between you and Sezzle, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
13.3.1. Prohibition of Class and Representative Actions and Non-Individualized Relief.
YOU AND SEZZLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SEZZLE AGREE OTHERWISE, THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR(S) MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SEZZLE USERS.
13.3.2. Arbitration Procedures.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of this User Agreement as a court would. All issues are for the arbitrator(s) to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of subsection (13.3.1) of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). The Notice to Sezzle should be sent to Sezzle, Inc., Attn: Litigation Department, Re: Notice of Dispute, PO Box 24218, Minneapolis, MN 55424. Sezzle will send any Notice to you to the physical address we have on file associated with your Sezzle Account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought. If you and Sezzle are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or Sezzle may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Sezzle may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Sezzle subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Sezzle may attend by telephone, unless the arbitrator(s) require otherwise. Any settlement offer made by you or Sezzle shall not be disclosed to the arbitrator(s). The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different Sezzle Users, but is/are bound by rulings in prior arbitrations involving the same Sezzle user to the extent required by applicable law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
13.3.3. Costs of Arbitration.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules unless otherwise stated in this Agreement to Arbitrate. At your request, Sezzle will pay as much of the filing, administration, and arbitrator fees as the arbitrator(s) deem necessary to prevent the cost of accessing the arbitration from being prohibitive. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Sezzle for all fees associated with the arbitration paid by Sezzle on your behalf that you otherwise would be obligated to pay under the AAA's rules.
13.3.4. Severability.
With the exception of any of the provisions in subsection (13.3.1) of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in subsection (13.3.1) of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the User Agreement will continue to apply.
13.3.5. Arbitration Opt-Out Procedure.
IF YOU ARE A NEW SEZZLE USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO SEZZLE, INC., ATTN: LITIGATION DEPARTMENT, PO BOX 24218, MINNEAPOLIS, MN 55424. You must file any opt-out notice with support@sezzle.com. Opt-outs must include the subject line “Opt-Out” and the email body must include your name, address, phone number, and the email address(es) used to log into the Sezzle account(s) to which the opt-out applies. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the User Agreement, including all other provisions of this Section will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us. If you opt out of arbitration, we reserve the right to terminate our relationship with you.
13.3.6. Future Amendments to the Agreement to Arbitrate.
Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Sezzle prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Sezzle. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.sezzle.com at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your account within the 30 day period, and you will not be bound by the amended terms.
13.4. Insolvency Proceedings.
If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, Sezzle will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
13.5. No Waiver.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
13.6. Indemnification.
You agree to defend, indemnify and hold Sezzle, our parent, Affiliates and the officers, directors, agents, joint venturers, employees and suppliers of Sezzle harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the Sezzle Services, and/or your violation of any law or the rights of a third party.
13.7. Assumption of Rights.
If Sezzle pays out a Refund on a Dispute that you file against a Sezzle Merchant, you agree that Sezzle assumes your rights against the Sezzle Merchant and third parties related to the payment, and may pursue those rights directly or on your behalf, in Sezzle's discretion.
13.8. Release of Sezzle.
If you have a dispute with one or more Merchants, you release Sezzle (and our parent, our Affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all Claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
14. General Provisions.
14.1. Assignment.
You may not transfer or assign any rights or obligations you have under this Agreement without Sezzle’s prior written consent. Sezzle reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
14.2. Complete Agreement.
This Agreement, along with any applicable policies and agreements on the Legal Agreements page on the Sezzle website, sets forth the entire understanding between you and Sezzle with respect to the Sezzle Services. Sections which by their nature should survive will survive the termination of this Agreement. Unless stated otherwise in this Agreement, if any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.