Retail Installment Contract

Retail Installment Credit Agreement

We are a retailer of goods or services that you are seeking to purchase (“Retailer“, “us“, “our“, or “we“). This Retail Installment Contract (“Contract“), together with the Payment Schedule presented to you at checkout detailing your Installment (as defined below) (collectively “Agreement“), set forth the terms and conditions governing a purchase made by you (“Buyer“, “you” or “your“), using installments offered by us.

BY CLICKING “I AGREE” OR EQUIVALENT WORDING AND CHOOSING TO MAKE A PURCHASE BY INSTALLMENTS, YOU HEREBY ACKNOWLEDGE YOU HAVE READ AND UNDERSTOOD THE TERMS OF THE AGREEMENT AND AGREE TO BE BOUND BY THEM, INCLUDING BY PROVIDING THE ENTIRE AMOUNTS DUE UNDER THIS AGREEMENT. IF YOU DO NOT AGREE TO THE AGREEMENT, YOU MAY NOT USE OUR SERVICES. YOU HEREBY AGREE THAT THE AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

THESE CONTRACT TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

In order to process payments by installment and provide the services, we use a third-party technology service, provided by Shalem Platform Inc. (“Shalem” or “Service Provider”); however, the Agreement applies only by and between you and us. 

RETAIL INSTALLMENT PLANS

By selecting the installment plan option through the checkout page, you authorize us or our third-party payment processor, to charge your eligible payment card or bank account (ACH) provided to us (“Payment Method”), over time in the number of payments and amounts that you selected at checkout (each an “Installment” and collectively “Installments“). All applicable details of your Installment are shown at checkout through the payment schedule (“Payment schedule“), before you complete your purchase and a complete record (i.e., signed by both parties) is emailed to you, or provided as a hard-copy (according to the applicable law governs your Installment) immediately after you complete your purchase. Once your order is complete, we will charge the initial payment, including any down payment and additional services fees, if and where applicable (as elaborated under the “payment” section below), from your Payment Method. Each subsequent Installment is charged weekly, monthly or otherwise, as outlined under your applicable Payment Schedule, until the entire amount due under this Agreement is paid. We may pull a soft credit check and assess you tier with a credit reporting agency or use your existing credit information on file with our affiliates.

PAYMENTS

Neither we nor Shalem impose any interest or additional charges on you for selecting this payment option. However, once your purchase is complete, we may apply additional fees and charges on you as detailed under the Payment Schedule. Notwithstanding the above, additional taxes and other official fees applicable to your purchase, may apply.

In addition, subject to applicable laws, once any of your payments is in default, we have the right to collect a delinquency charge. 

It is your responsibility to ensure that, until the last Installment is paid, the Payment Method you present for payment at the time of purchase, or anytime thereafter, remains valid, is not cancelled, and has sufficient available balance or available credit to pay all Installments and to accept authorizations that may be made under this Agreement.

By accepting this Agreement, you authorize us to (i) charge your selected Payment Method for up to the total amounts due under this Agreement; (ii) charge your selected Payment Method for the amount of your first Installment on or after the date of this Agreement; (iii) charge your selected Payment Method in the amount of each Installment on each Installment due date as described in your Payment Schedule; (iv) charge your selected Payment Method for the total amounts due under this Agreement less any Installments you have already paid (a) in an event of default (subject to any notice and cure rights you may have by law) or (b) if you cancel this Agreement after the time permitted by this Agreement; and (v) charge your selected Payment Method as necessary to correct any errors or change, upon your written request and subject to our sole discretion as outlined under this Agreement, your payments or Installments in accordance with the initiation of a revised payment schedule. This payment authorization will remain in full force and effect until all Installments are paid in full or we receive notice that you revoke this authorization.

RIGHT TO STOP PAYMENTS AND TERMINATE THE AGREEMENT

Pre-payment. Under applicable laws, you may have the right to prepay in full the total amounts due under this Agreement, at any time before maturity the unpaid balance, without penalty, and receive a partial refund of the finance charge if it is $1 or more.

Your Right to Cancel. You have a right to stop payments on your selected Payment Method and cancel this Agreement by contact us at: contact@shalemplatform.com; however, please note that once you cancel this Agreement, the total amounts due under this agreement less any amounts already paid will become due in full. Please note you must provide such notice in time to allow us to receive your request at least 3 business days before your next Installment due date. Note you may be required to provide additional information in order to confirm your request. If your credit card is replaced, cancelled, no longer valid, or you wish to use a different Payment Method, it is your sole responsibility to update your Payment Method through the Portal (as defined below), at least 3 business days before your next Installment due date. We may not be able to process your request if we do not receive it in time. 

Our Right in Default. Subject to applicable law, which may require that we notify and/or give you a right to cure your default, we may declare you in default under this Agreement for any of the following reasons: (i) you fail to pay any Installment by the due date, and after any applicable grace period; (ii) you violate any promise you make to us in this Agreement which significantly impairs your ability to pay or our ability to collect the amounts due under this Agreement; (iii) you file for protection under the United States Bankruptcy Code, or become subject to a proceeding which seeks relief from debt; (iv) you have made a false or misleading statement about an important matter in connection with this Agreement; or (v) you die or become legally incompetent.

Consequences of Default. If you are in default of this Agreement, we may take possession of the applicable good or cease providing the applicable services, and we can require you to pay the remaining amount you owe us under this Agreement immediately, subject to any right you may have to notice of default and to cure such default.  We may seek payment of this amount by charging your credit pursuant to any authorization you provided us under this Agreement. If we refer this Agreement and your default to a third-party collection company, we, or the third-party collection company, may be required by applicable laws to report your default to applicable credit bureaus. In addition, we may require you to pay our reasonable fees and expenses in collecting any due payment as described above, to the extent permitted by applicable law.

RETURENS

Returns are as set forth in our return policy presented to you in your receipt.

ASSIGNMENT

You hereby acknowledge and agree that we may transfer, sell, or assign this Agreement, the Installments, or any associated rights, to a third party, without any further notification to you. If we do so, this Agreement will remain in effect and will be binding on and will inure to the benefit of our assigns. Without our prior written consent, you may not: (i) sell, offer to sell, pledge, mortgage, encumber, create a lien on, adverse claim on, or security interest in the financed good or service, or allow such to exist; (ii) sell, offer to sell, or assign this Agreement, any of your rights, obligations or claims arising from or in connection with this Agreement; or (iii) lease, sell, offer to sell, dispose of, transfer, entrust, loan, or surrender possession of the goods or services.

GOVERNING LAW; SEVERABILITY 

This Agreement shall be governed by federal law, and to the extent not pre-empted, the laws of the state in which you purchased the goods or services. If any provision of this Agreement or portion thereof is held to be unenforceable, this determination will not affect the remainder of this Agreement.

INDEMNITY AND LIMITATION OF LIABILITY

You agree to indemnify, defend, and hold us, our service providers, and our respective agents, officers, directors, employees and assigns (collectively, “Indemnified Parties”) harmless from and against any liability, including reasonable attorneys’ fees, related to this Agreement.  THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE FORM OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THE TERMS OF THE AGREEMENT EXCEED THE FACE AMOUNT OF THE GOOD OR SERVICE. This section shall survive termination of this Agreement for any reason.

DISPUTE RESOLUTION

We are always interested in resolving disputes, claims, or controversies (each, a “Claim“) amicably and efficiently, and most Claims can be resolved quickly and to the Buyer’s satisfaction by contacting us as indicated under the “Contact Us” section below. If such efforts prove unsuccessful, you and we agree that all Claims shall be resolved by binding arbitration on an individual basis. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice must (i) describe the nature and basis of the Claim and (ii) set forth the specific relief sought. If you do not resolve the Claim with us or the Indemnified Party within 60 calendar days after the Notice is received, you, we or the Indemnified Party, as applicable, may commence an arbitration proceeding, as set forth in this section. Arbitration will be conducted by a neutral arbitrator in accordance with the AAA rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this dispute resolution section. The arbitrator must also follow the provisions of this Agreement as a court would. IF ANY PARTY COMMENCES ARBITRATION WITH RESPECT TO A CLAIM, NEITHER YOU, WE, OR THE INDEMNIFIED PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY, EXCEPT AS PROVIDED FOR IN THE APPLICABLE AAA RULES. THE ARBITRATOR’S DECISION SHALL BE FINAL AND BINDING ON ALL PARTIES, EXCEPT AS PROVIDED IN THE FEDERAL ARBITRATION ACT. Notwithstanding the foregoing, the parties retain the right to pursue in small claims court (or an equivalent state court) any dispute that is within that court’s jurisdiction, so long as the disputes remain in such court and advance only an individual claim for relief. If either party fails to submit to binding arbitration of an arbitrable dispute following lawful demand, the party so failing shall bear all costs and expenses incurred by the other in compelling arbitration. Further, you agree that you may bring Claims against us or indemnified party 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 the indemnified party agree otherwise, the arbitrator 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 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, except that you may pursue a Claim for and the arbitrator may award public injunctive relief under applicable law to the extent required for the enforceability of this provision.  

PROTECTING YOUR INFORMATION

As Shalem handles our payment requests, they will handle your data and pass the required information to us and additional parties, all as detailed in Shalem Privacy Policy. As Shalem handles certain part of our engagement with you (by, for example, allowing you to exercise your right to cancel a payment, all as detailed herein), we may share information about our transactions and interactions with you with Shalem and other affiliated companies. 

However, according to the applicable laws, you may have the right to request that certain types on your information will not be shared with others. If you wish to exercise any right or receive additional information regarding your privacy rights, please contact our Service Provider at privacy@shalomplatform.com.

COMMUNICATIONS 

After completing your purchase, you will see some communications from us saying they are “powered by Shalem”. Shalem will send you an email following the completion of your purchase with details of how you can access information on your payments in a secured, protected portal (“Portal”). You are responsible for obtaining and maintaining all telecommunications, mobile, computer, hardware, software, equipment and services needed to access information about this Agreement. Some of the communications between you and us or any of our affiliates, agents, assigns and service providers, may be monitored and recorded. Whenever this Agreement or applicable law requires or allows you to give us written notice, we will not consider SMS/text or fax to be written notice. It is your responsibility to update your e-mail address, phone number, mailing address, or other contact information when applicable directly through you’re Portal.

ENTIRE AGREEMENT

Oral agreements or oral commitments shall not be enforceable. You hereby acknowledge and agree that this Agreement is a final expression of the agreement between you and us, and this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. The terms of this Agreement may not be changed except in a writing signed by both parties. However, where applicable under certain state laws, we may change the terms of this Agreement by providing you with 30-days prior notice detailing the applicable changes. No change shall release any party from liability unless otherwise expressly stated in writing.

CONTACT US

[Retailer Information]

Email address: [_____]

Telephone number: [_____]

Address: [_____]

I hereby acknowledge that I have read and understood the terms of the Agreement and agree to be bound by them. 

STATE SPECIFIC DISCLOSURES

Florida: Florida documentary stamp tax required by law has been paid or will be paid directly by us to the Department of Revenue.

Notice to the Buyer

a. Do not sign this contract before you read it or if it contains any blank spaces.

b. You are entitled to an exact copy of the contract you sign. Keep it to protect your legal rights.

Maryland: This Agreement will be governed by the laws of the State of Maryland. This Agreement shall be subject to the Credit Grantor Closed End Credit Provisions (Subtitle 10) of the Commercial Law Article of the Maryland Code.

Notice to Buyer 

1. You are entitled to a copy of this agreement at the time you sign it. 
2. Under the State law regulating installment sales, you have certain rights, among others: 

(1) To pay off the full amount due in advance and obtain a partial rebate of the financing charge;(2) To redeem the property if repossessed for a default; (3) To require, under certain conditions, a resale of the property, if repossessed.

California: 

Notice to buyer: 

(1) Do not sign this agreement before you read it or if it contains any blank spaces to be filled in. 

(2) You are entitled to a completely filled-in copy of this agreement. 

(3) You can prepay the full amount due under this agreement at any time and obtain a partial refund of the finance charge if it is $1 or more. Because of the way the amount of this refund will be figured, the time when you prepay could increase the ultimate cost of credit under this agreement. 

(4) If you desire to pay off in advance the full amount due, the amount of the refund you are entitled to, if any, will be furnished upon request.

New-York:

Notice to the buyer: 

1. Do not sign this credit agreement before you read it or if it contains any blank space. 
2. You are entitled to a completely filled in copy of this credit agreement.

Retailer Buyer

[Signature] [Signature]

PAYMENT SCHEDULE