Acceptance of Terms
Modification of Agreement
Paddle provides services in the following categories, together the “Services”:
Services which allow you to learn how each of your customers (your “Users”) use your product by collecting information based on their interaction with your application, website or web properties where you have integrated our Software Development Kit (“SDK”), together “Tools Services”; and
Services relating to the resale of your digital content (where you are the creator, owner or licensor of such digital content), including taking payment (by credit card, PayPal or other methods as added from time to time), product fulfilment, customer services, licensing, trial versions, in-app purchases and handling of sales taxes for certain jurisdictions as undisclosed agent, together “Checkout Services”.
For the avoidance of doubt, you are under no obligation to use Tools Services if you sign up for Checkout Services, and vice versa. Moreover, clauses applicable to Tools Services do not apply to exclusive users of Checkout Services, and vice versa.
CLAUSES APPLICABLE TO TOOLS SERVICES
Licence to Use Our Tools Services
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorise any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Tools Services; (ii) rent, lease or sublicense access to any of our Tools Services; or (iii) circumvent or disable any security or technological features or measures of our Tools Services.
Fees and Payment
Some of our Tools Services are provided at no cost and certain Tools Services are subject to various fees. The pricing for the Tools Services can be found at https://www.paddle.com/pricing (or such other URL that Paddle may provide from time to time), are based on usage and are non-refundable. The first month of the Tools Services is based on the estimated usage of the platform based on your Monthly Active Users (MAU) and pricing tier selected by you, fees are corrected as follows: for the previous month, Paddle will charge the lower of any overage cost for usage in excess of the pricing tier you selected versus the retroactive upgrade cost to the next higher tier. The subsequent month is charged at then current pricing tier. You must cancel your use of the Tools Services prior to the next month in order to avoid additional fees, otherwise the pricing tiers will automatically renew each month.
The fees for the pricing tiers and any applicable tax will be billed to your credit card, your PayPal account or other payment method that Paddle shall add from time to time (the “Payment Provider”) and you authorise the Payment Provider to pay any amounts set forth herein and authorise Paddle to charge your Payment Provider until you or we cancel or terminate your pricing tier; provided that if payment is not received from your Payment Provider, you agree to pay all amounts due upon demand. You must provide current, complete and accurate billing information. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance. In certain instances, the Payment Provider may charge you a foreign transaction fee or related charges, which you will be responsible to pay.
You agree to comply with all applicable privacy and data protection regulations. Further, you agree to not use our service to send us sensitive information where unauthorised disclosure could cause material, severe, or catastrophic harm or impact to the Paddle, any data subjects or relying parties. Sensitive Information includes:
- Passwords, authentication/authorisation credentials
- Information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA, and international data security laws) including:
- Credit Card Information including credit card numbers, CCV codes and magnetic stripe information
- Social Security Numbers
- Driving Licence Numbers
- Passport Numbers
- Government Issued Identification Numbers
- Financial Account Information
- Health data
- Biometric data
- Personally identifiable information knowingly collected from children under the age of 13 or from online services directed toward children; and
- Real time geolocation data which can identify an individual.
- Business secrets deemed highly confidential.
We collect, store, and use your User data on our servers to provide you with the ability to better maintain and improve your Tools Services. We may also use data in an aggregated form for our own purposes. We only share User information with others under special circumstances as follows:
- With third parties who work on our behalf to provide your services;
- To comply with laws or to respond to lawful requests and legal process (provided that Paddle will endeavour to notify you if Paddle has received a lawful request for your information);
- In an emergency, including to protect the personal safety of any person; and
- For the purposes of a business deal (or negotiation of a business deal) involving sale or transfer of all or a part of our business or assets (business deals may include, for example, any merger, financing, acquisition, divestiture, or bankruptcy transaction or proceeding).
We provide you with access to your User data and ability to delete any of your User data. We also take commercially reasonable steps to safeguard User data.
Upon any termination of this Agreement, Paddle will cease providing the Tools Services, and you will delete all copies of Paddle Tools integration code from your applications and certify thereto in writing to Paddle within five (5) business days of such termination.
Representations and Warranties
You represent and warrant to Paddle that (i) you will comply with and have any and all consents, authorisations and clearances from end users of your applications to collect, store, and use User Data from your end users
CLAUSES APPLICABLE TO CHECKOUT SERVICES
Paddle acts as a reseller of your products, layering between you and the end-user selling your product, providing order support, digital delivery and handling all aspects of VAT, sales taxes, invoicing and ecommerce.
Paddle will act as your non-exclusive reseller of copies of all agreed digital products to be resold and distributed, and any subsequent updates and upgrades thereto, and all accompanying and associated documentation (“Products”) across all territories during the term of this Agreement.
Commission is agreed at the set rate of the sale price of the Product minus the agreed fee of 5% + $0.50 for each confirmed sale, excluding reversals, refunds and other chargebacks (“Commission”).
The Paddle Margin will comprise the Paddle Discount, all charges for Additional Services and all other charges referred to in these Terms.
In exchange for payment of the Commission upon each sale of the Products and subject to all the other terms and conditions of this Agreement, you hereby grant Paddle a non-exclusive and non-transferable right and license during the term of this Agreement: (i) To market, promote, advertise, sell and distribute the Products directly to an end-user of a Product (“Customers”); (ii) to use one copy of the Product to provide demonstrations to prospective Customers, so long as such copy is at all times under our control and not left with the prospective Customer; (iii) to use one copy of the Product to develop applications, connectors and other source code or methods of distribution compatible with the Product; (iv) distribute evaluation copies of the Products free of charge (if applicable for the product type) to prospective customers. Paddle shall not (a) modify the Products or create derivative works thereof; (b) merge the products with other software or services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Products; (d) disclose to third parties the results of any bench tests performed on the Products without your prior written consent (if applicable); or (e) otherwise use, copy or distribute the Products except as expressly allowed hereunder.
In connection with the Checkout Services authorised pursuant to this Agreement, Paddle is granted a non-transferable, non-exclusive right to use trademarks, service marks, trade names and logotypes authorised from time to time by you (“Trademarks”). Paddle shall not attach any additional trademarks, service marks, or trade names to any Products and shall not use your trademarks as part of our trademarks, service marks or trade names or in any other manner that would tend to imply that we have an affiliation with you other than as set forth in this Agreement.
You and your suppliers retain ownership of all right, title and interest in and to the Products, Documentation and Trademarks, and all patents, copyrights and other proprietary rights therein, and Paddle shall acquire no rights therein except as expressly set forth in this Agreement. Your will own all rights, title and interest in all developments of and enhancements to the Products. Paddle will take no action which may adversely affect or impair your ownership of such materials and rights.
Support with respect to Sales. Paddle shall be solely responsible for providing first tier after-sales support to Customers, this includes billing and order related support.
Support with respect to Products. Paddle will make its best efforts to provide customer service and support on a product and/ or delivery level with the customer. However the ultimate responsibility to provide product-level customer support to the customer resides with you.
Upon a valid sale occurring of the Product, monies at the rate of the agreed Commission will be added to the your account (the “Vendor Account”).
Providing all information required to process a payment on your behalf is present; and the Vendor Account balance is not below $50 USD, you will be sent payment for sales at the end of the calendar month for all sales made in the prior calendar month.
Information required to process a payment is at the discretion of Paddle.
In connection with any of your activities or Products that are deemed to be fraudulent or criminal, Paddle is not obligated to pay your revenues associated with these activities or Products. Should we have due cause to believe that the Checkout Services provided by the us are being used in a fraudulent manner, we reserves the right to withhold payments to you pending additional investigation by us.
Where possible, Paddle will make international transfers through our local ACH network and there will be no charge to you for such transfers. We are not responsible for any charges associated with the making of transfers via international wire transfer or through PayPal. PayPal transfer fees will be passed through at the rate incurred (approximately 2% subject to caps) and a charge of $15 will be made for each international wire transfer. We will go to all reasonable efforts to ensure no additional fees are charged during withdrawal, but are not responsible for any charges that do occur.
For any return (refunds or chargebacks), you will be debited your portion of the sale. Paddle may, at its discretion charge a fee of up to 6.5%, which is used to cover our credit card transaction costs. Merchant account providers typically charge an additional $15 to $35 fee associated with chargebacks, but we will generally not pass this charge along to you, with the exception of certain cases. For cases where you and/or certain Products have an unusually high chargeback rate (typically, a rate of one to two percent or more), we reserve the right to discontinue selling some or all of your Products unless you agrees to pay the associated chargeback fees and we is still willing (in our sole discretion) to continue to sell any Products on your behalf. For cases where it is determined by Paddle that you may be encouraging or taking part in any deceptive or fraudulent practices, you will be charged $20.00 per chargeback and we will withhold any owed funds to cover our future potential liabilities. The foregoing is in addition to any other rights or remedies that may be available to Paddle under this Agreement, or at law or equity.
Paddle reserves the right to retain some or all of the funds that are in the Vendor Account if we determine the likelihood of the necessity to cover future refunds, charges against the account or other liabilities the Client may owe to us. We may also retain some or all of the funds if we believe that the funds represent fraudulent transactions or involve other kinds of illegal activities. We will only retain those amounts which are reasonable under the circumstances. We shall communicate to you amounts retained and reason for retention of funds. We will keep any retained amounts only for a reasonable time as determined at our sole discretion, and will promptly pay over to you any remaining retained amounts after such reasonable time elapses. Notwithstanding any revenues retained by us for such circumstances, you agree to pay us, upon demand, funds owed to us due to refunds, chargebacks, commissions or fees for services rendered. If Paddle actually keeps (or sets off) against the Vendor Account any of the funds we have retained, we shall do so in accordance with our reasonable determination of your liability.
Rights and Obligations on Termination or Expiration
Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.
Upon termination or expiration of this Agreement, Paddle will: (1) within thirty (30) days return to you or destroy (i) all media containing the Products; (ii) all originals and copies of the Products, manuals, Documentation, product literature, fee schedules and other written materials provided by you; or (iii) all Confidential Information and other property of yours, provided that such materials or information are in our possession or under our control.
VAT and Tax Withholding
If required to by law Paddle will withhold any and all required taxes, fees and other such amounts from your Commission. We will make all efforts to ensure that in the majority of cases there is no need for tax withholding. As per this Agreement you agree to allow us to withhold taxes and fees as required by law from your Commission payments when it is so required.
Paddle is registered for VAT in the United Kingdom (registration number: GB 150 8481 14) and for all sales in the European Union (including the United Kingdom) will act as an undisclosed agent as per HMRC VAT notice 700/24. As such, Paddle takes part in the supply and our fees are included as a mark up on the sale price of the Products.
CLAUSES APPLICABLE TO ALL SERVICES
To register for the Services, you must complete the registration process at https://www.paddle.com/ (or such other URL that Paddle may provide from time to time) by providing Paddle with current, complete and accurate information. Upon registration for the Services, you will be required to provide Paddle with your email password and user name. You understand that you are solely responsible for maintaining the confidentiality of your password and that you shall be solely and fully responsible for all activities that occur under your username and password. Paddle shall not be responsible for any loss, claim or other liability that may arise from the unauthorised use of any password. You agree to immediately notify Paddle of any unauthorised use of your password or username or any other breach of security. If a password is lost or stolen, it is the user’s responsibility to change the password, and immediately notify Paddle, so that your account remains both secure and functional.
Either party hereto may terminate this Agreement at any time by giving notice in writing to the other party, which notice shall be effective upon receipt.
Subject to the terms and conditions of this Agreement, you may remotely access, view and download reports), which will be stored at https://vendors.paddle.com/ (or such other URL that Paddle may provide from time to time). Paddle shall own and retains all right, title and interest in and to reports and all other results, data and/or information provided to you through the service. You may use the reports only in connection with your use of the Services pursuant to this Agreement and not for any other purpose.
Feedback and Improvements
You may choose to or we may invite you to submit comments, suggestions, feedback, or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Paddle under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Paddle does not waive any rights to use similar or related ideas previously known to Paddle, or developed by its employees, or obtained from sources other than you.
Representations and Warranties
You represent and warrant to Paddle that: (i) you are the owner of each application you designate in connection with the use of the Services or that you are legally authorised to act on behalf of the owner of such application for the purposes of this Agreement; (ii) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit Paddle to perform the Services contemplated under this Agreement; (iii) your use of the Services, the delivery and performance by you of the terms and conditions under this Agreement does not and will not conflict with or violate any agreement or other instrument with a third party applicable to you or otherwise infringe upon the rights of any third party; (iv) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws); and (vi) you will at all times comply with all applicable Paddle policies.
You agree to indemnify, defend and hold harmless Paddle, its employees, officers and directors, or users from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable legal fees) arising from (i) any information that you or anyone using your account may submit or access in the course of using the Services; (ii) your breach of any representation or warranty in, or violation of the terms of this Agreement or any agreement or other instrument with a third party applicable to you; (iii) any violation or failure by you to comply with all laws and regulations in connection with your use of the Services, whether or not described herein; and (iv) any disputes between you and your customers.
If you use the Services on behalf of any third party, you represent and warrant that you are authorised to act on behalf of, and bind to this Agreement, that third party. You shall ensure that each third party is bound by and abides by the terms of this Agreement. You agree to indemnify, hold harmless and defend Paddle and its parents, subsidiaries, affiliates, officers and employees, at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable legal fees and other litigation expenses) incurred by Paddle, arising out of or relating to (i) any representations and warranties made by you concerning any aspect of the Services; (ii) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Services; (iii) violations of your obligations of privacy to any third party; and (iv) any claims with respect to acts or omissions of third parties in connection with the Services.
Our Services may include hyperlinks to third-party websites or resources. Paddle has no control over any third-party websites or resources. You acknowledge and agree that Paddle (i) is not responsible for the availability of or access to any such third-party websites or resources, (ii) does not endorse you, your products or services, or any advertising, products or other materials available on or from such third-party websites or resources, and (iii) is not liable for any loss or damage which you may have incurred as a result of the availability of any third-party website or resources, or lack thereof, or your reliance on the accuracy or completeness of any advertising, products or other resources from such third-parties.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services.
Disclaimer of Warranties and Limitation of Liability
The information and services included in or available through the Services, may include inaccuracies or typographical errors. Paddle may make improvements and/or changes in the Services at any time, with or without notice. You specifically agree that Paddle shall not be responsible for unauthorised access to or alteration of the User Data or data from your applications.
PADDLE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICES TO THE FULL EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FURTHER, PADDLE DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR VIRUS-FREE OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
IN NO EVENT WILL PADDLE, ITS PARTNERS, SERVICE PROVIDERS, AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, OR WHETHER CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT OR TORT OTHERWISE.
You shall not, directly or indirectly, take or authorise or encourage any third party to take any fraudulent action in the use of the Services, including without limitation, click fraud or fraudulent downloads, nor shall you engage in any activity that interferes with, disrupts or interacts in an unauthorised manner with the Services (or servers and networks which are connected to the Services), including but not limited to use of robots, scrapers or other automated query tools and/or computer generated search requests. Paddle may terminate your account at any time for any reason, including without limitation, such fraudulent or unauthorised activity, in its sole discretion.
Waiver and Severability
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Paddle’s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Paddle’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Paddle to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Non Disclosure. The parties agree that any Confidential Information provided under this Agreement shall be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information.
This Agreement shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the English courts shall have non-exclusive jurisdiction over any claim or matter arising under or in connection with this Agreement.
The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the Parties hereunder, including but not limited to the provisions relating to Indemnity, Disclaimer of Warranties and Limitation of Liability, shall so survive the completion of the performance, cancellation or termination of this Agreement.
Paddle Referral Scheme
Referral Bonus Programme (“the Programme”)
- All existing vendors using the Paddle Checkout are eligible for the Programme.
- Vendors will be given a unique referral link and all vendor sign ups that come through that link will be entered into the Programme (“Referred Vendors”).
- Referred Vendors have to be individuals and businesses with whom you have a pre-existing personal or business relationship.
- Referred vendors will have to be new vendors and not currently in dialogue with Paddle.
- There are no restrictions to the number of referrals that existing vendors can make.
Referral Bonus (“Bonus”)
- The Bonus will be calculated from the first genuine (i.e. non-test) sale that the Referred Vendor makes (“First Sale”).
- The Bonus will be calculated as follows:
|Gross Monthly Sales of Referred Seller||Gross transaction volume covered by Referral Bonus|
|Between $2,500 and $4,999||$5,000|
|Between $5,000 and $9,999||$10,000|
|Between $10,000 and $14,999||$15,000|
|Between $15,000 and $29,999||$17,500|
|Between $30,000 and $49,999||$20,000|
|Between $50,000 and $99,999||$25,000|
- The Bonus will be credited to your vendor balance in two stages (50% of the award for each stage):
- Stage One Bonus will be calculated in reference to the Referred Vendor’s gross sales in the first month following their First Sale (excluding reversals, refunds and other chargebacks)
- Stage Two Bonus will be calculated in reference to the average of the Referred Vendor’s gross sales for the three months following their First Sale (excluding reversals, refunds and other chargebacks)
- To the extent that Stage One and Stage Two Bonuses differ, the Stage Two Bonus will be adjusted so that the total Bonus matches the total implied by the Stage Two calculation.
- Timing: the Bonuses will be credited to your vendor balance by the 15th of the month following each award.
The bonus is applied as a waiver on fees for transactions totalling the Referral Bonus amount. As an example, referring a vendor who transacts on average $5,000 per month over their first three months would result in waived Paddle Transaction fees on the referring vendors next $10,000 in gross transaction volume. Transactions on the referring vendors account will continue to be charged at the vendors agreed transaction rate. With these fees being credited back to the vendors balance in two stages, as described above.