Paddle Terms of Use

Paddle Terms of Use

Last Updated 11 April 2018

Acceptance of Terms

These Terms of Use relate to the services provided to you by either Paddle.com Market Limited, a company incorporated in England and Wales (company number 08172165) or Paddle Payments Limited, a company incorporated in Ireland (company number 572448) in each case (“Paddle”). Where you are trading from the United Kingdom all services will be provided by, and the party you are contracting with will be, Paddle Payments Limited; and in all other cases it will be Paddle.com Market Limited, with Paddle being a reference to the appropriate entity. By signing up for our services, you agree that you have read, understand, and accept the terms and conditions described below (the “Terms of Use”) and you agree to be bound by these Terms of Use and all terms, policies and guidelines incorporated in the Terms of Use by reference (including Privacy Policy which can be found at https://paddle.com/privacy (or such other URL that Paddle may provide from time to time)). If you do not agree to these Terms of Use, you should not use the Services (as defined below) in any way. The Services are offered to you conditional on your acceptance of these Terms of Use.

Modification of Terms of Use

We may make changes to these Terms of Use from time to time. When we do, we will revise the “Last Updated” date given above. It is your responsibility to review these Terms of Use frequently and to remain informed of any changes to them. The then-current version of these Terms of Use will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published will constitute your acceptance of such revised Terms of Use.

Our Services

Paddle provides services in the following categories, together the “Services”:

  1. 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 indirect sales taxes as Merchant of Record, together “Reseller Services”; and

  2. 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”.

For the avoidance of doubt, you are under no obligation to use Reseller Services if you sign up for Tools Services, and vice versa. Moreover, clauses applicable to Reseller Services do not apply to exclusive users of Tools Services, and vice versa.

CLAUSES APPLICABLE TO RESELLER SERVICES

Paddle acts as a reseller of your Products, layering between you and the end-user selling your Products, providing order support, digital delivery and handling all aspects of indirect sales taxes, invoicing and e-commerce.

Appointment

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 (“Product” or “Products”) across all territories during the term of these Terms of Use.

Licence Grant

You hereby grant Paddle a non-exclusive and non-transferable right and licence during the term of these Terms of Use: (i) to market, promote, advertise, sell and distribute the Product directly to an end-user of a Product (“Customer”); (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) to distribute evaluation copies of the Product free of charge (if applicable for the product type) to prospective customers. Paddle shall not (a) modify the Product 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 Product; (d) disclose to third parties the results of any bench tests performed on the Product without your prior written consent (if applicable); or (e) otherwise use, copy or distribute the Product except as expressly allowed hereunder

Trademark Licence

In connection with the Reseller Services, Paddle is granted a non-transferable, non-exclusive right to use trademarks, service marks, trade names and logotypes (“Trademarks”) and you will indemnify Paddle from and against any claim that its proper use of the Trademarks under such licence infringes any third party rights. Paddle shall not attach any additional trademarks, service marks, or trade names to any Product and shall not use the Trademarks as part of its own 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 these Terms of Use.

Title

You and your suppliers retain ownership of all right, title and interest in and to the Product, any related 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 these Terms of Use. You will own all rights, title and interest in all developments of and enhancements to the Product. Paddle will take no action which may adversely affect or impair your ownership of such materials and rights.

Support

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 Customers. However the ultimate responsibility to provide product-level customer support to the Customer resides with you.

Paddle Margin

The Paddle Margin will comprise the Paddle Discount, all charges for Additional Services and all other charges referred to in these Terms of Use.

Paddle Discount

The Paddle Discount will be calculated as 5% of your Suggested Retail Price (“SRP”) plus $0.50 for each confirmed sale, excluding reversals, refunds and other chargebacks. As Merchant of Record, Paddle shall have the right to set the price or licence fee at which the Products are offered for sale to Customers on the Paddle website.

Additional Services

Charges for additional services are as follows (such charges being incremental to the Paddle Discount):

Checkout Recovery: 10% of each checkout successfully recovered.
Paddle Discovery: 10% success fee on initial sale from a new customer who has come via our marketing campaign.
Paddle Affiliates: 5% charge on managed affiliates transactions.

Payment Terms

Upon a valid sale occurring of the Product, Paddle shall add to your account (“Vendor Account”) an amount equal to the SRP less: any withholding tax, the Paddle Discount and charges for Additional Services and all other charges referred to in these Terms of Use. The amounts credited or debited to your Vendor Account will constitute your “Account Balance.”

On setting up your Vendor Account you are able to select a currency in which your Account Balance will be held, typically in USD, EUR or GBP (the “Balance Currency”). Paddle will report to you in the Balance Currency, however you will be able to access data on individual transactions in the payment currency. If a valid sale requires currency conversion into your Balance Currency, Paddle will determine an exchange rate at the time the order is processed.

Providing all information required to process a payment on your behalf is present; and the Account Balance is not below $100, €100 or £100 (or some higher amount as agreed between you and Paddle), your Account Balance for all sales made in the prior calendar month will be paid to you on or before the 15th of the following month.

Information required to process a payment is at the discretion of Paddle.

Paddle will provide you with an invoice for your sales to Paddle net of the Paddle Margin in each month, under a self-billing arrangement. You agree that Paddle can issue invoices on your behalf. If you are VAT registered in the European Union, you confirm that you will not issue VAT invoices for goods or services covered by these Terms of Use and you agree to inform Paddle if you stop being registered for VAT, get a new VAT registration number or transfer your business as a going concern.

In connection with any of your activities or Products that are deemed to be fraudulent or criminal or do not comply with our Acceptable Use policy, Paddle is not obligated to pay your revenues associated with these activities or Products. Should we have due cause to believe that the Reseller Services are being used in a fraudulent manner, we reserve 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. A charge of $15 will be made for each international wire transfer (€15 if your Balance Currency is EUR or £15 if your Balance Currency is GBP). If you opt to receive payment in a currency different to the Balance Currency, then we reserve the right to charge a conversion margin of up to 1.5%, for the avoidance of doubt this will not be reflected in the Paddle Margin which is presented in your Balance Currency. 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 returns (refunds or chargebacks), you will be debited your portion of the sale. Paddle may, at its discretion charge a fee of up to $20 (€20 if your Balance Currency is EUR or £20 if your Balance Currency is GBP) per chargeback. For cases where you and/or certain Products have an unusually high chargeback rate (typically, greater than one percent), we reserve the right to discontinue selling some or all of your Products on a temporary or permanent basis. The foregoing is in addition to any other rights or remedies that may be available to Paddle under these Terms of Use, or at law or equity. Any payments or charges under this paragraph will be debited to your Vendor Account and if at any point your Vendor Account goes into debit Paddle may suspend all Reseller Services until the deficit is paid by you.

Paddle reserves the right to retain some or all of the funds that are in your 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 do not adhere to our Acceptable Use policy. 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 your Vendor Account any of the funds we have retained, we shall do so in accordance with our reasonable determination of your liability.

Dormant accounts

Where you have no sales for a period of six (6) consecutive months (the “Dormancy Period”) and have a positive Account Balance, Paddle reserves the right to charge you an account dormancy fee (“Dormancy Fee”). The Dormancy Fee will be calculated as one sixth (1/6) of the value of your Account Balance at the end of the Dormancy Period, and will be applied to your Account Balance monthly on the 1st day of the month until the Account Balance is nil.

Rights and Obligations on Termination or Expiration

Termination or expiration of these Terms of Use 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 these Terms of Use, Paddle will 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.

Indirect Sales Tax (VAT, GST) and Tax Withholding

Paddle is the reseller and Merchant of Record of your Products. This structure allows Paddle to handle all indirect sales tax collection, reporting and remittance. If required to by law Paddle will withhold any and all required taxes, fees and other such amounts from your sales proceeds.

CLAUSES APPLICABLE TO TOOLS SERVICES

Licence to Use Our Tools Services

Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable licence to use our Tools Services for your internal use only and not for resale or further distribution. Your right to use our Tools Services is limited by all terms and conditions set forth in these Terms of Use other than those applicable to Reseller Services only. Other than to the extent of such licence granted to you, we and our licensors retain all right, title and interest in and to our Tools Services, including all related intellectual property rights.

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 from 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, but certain Tools Services are subject to various fees. The pricing (which is stated exclusive of any VAT or other applicable sales tax) 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 fees for 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 and will be 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 commencement of the next month in order to avoid additional fees, otherwise the pricing tiers will automatically renew each month.

In order to use the Tools Services you must provide Paddle with details of your credit card, your PayPal account or other payment method that Paddle shall add from time to time (the “Payment Provider”). The fees for the pricing tiers and any applicable tax will be billed to your 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.

If any amounts due are not paid when due, Paddle may suspend your use of the Tools Services until payment is made, but relevant charges will continue to accrue during such period of suspension.

Termination

Upon any termination of these Terms of Use, 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 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 and provide it to Paddle and you undertake to indemnify Paddle from any cost or claim arising from breach of such representation and warranty.

CLAUSES APPLICABLE TO ALL SERVICES

Registration

To register for the Services, you must complete the registration process at https://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 immediately to 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.

Acceptable Use

You shall not use the Paddle Services in connection with anything regulated, illegal or offensive. A full list of prohibited categories of business is available at: https://paddle.com/support/what-products-am-i-not-allowed-to-sell-on-paddle (or such other URL that Paddle may provide from time to time).

Termination

Either party may terminate the Services at any time by giving notice in writing to the other party, which notice shall be effective upon receipt but shall not affect any accrued rights or obligations, including payment obligations.

Reports

Subject to the terms and conditions of these Terms of Use, 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 these Terms of Use 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 Services, including without limitation about how to improve the Services 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.

Availability of Services

Paddle will use all reasonable efforts to provide the Services on a continuous basis but access to internet dependent services cannot be guaranteed and will be subject to downtime for upgrade and maintenance, unavailability caused by internet service providers or third party payment gateway service providers and/or other matters outwith Paddle’s control.

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 these Terms of Use; (ii) you have all necessary right, power and authority to enter into these Terms of Use and to perform the acts required of you hereunder and to permit Paddle to perform the Services contemplated under these Terms of Use; (iii) your use of the Services, the delivery and performance by you of the terms and conditions under these Terms of Use 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.

Indemnity

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 these Terms of Use 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.

Third Parties

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 these Terms of Use, that third party. You shall ensure that each third party is bound by and abides by the terms of these Terms of Use. 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.

Use Policies

You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services and will indemnify Paddle from and against any claim arising from such content or other materials.

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 THESE TERMS OF USE, 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.

Other Restrictions

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 these Terms of Use 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 these Terms of Use remain in full force and effect. Paddle’s acquiescence in the breach of a provision of these Terms of Use 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 these Terms of Use shall not constitute a waiver of such right or provision.

Confidentiality

Non Disclosure. The parties agree that any Confidential Information provided under these Terms of Use 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.

These Terms of Use 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 these Terms of Use.

Survival

The terms and conditions contained in these Terms of Use 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 these Terms of Use.

Paddle Referral Scheme

Referral Bonus Programme (“the Programme”)

Programme Rules

  • All existing software customers of Paddle (“Vendors”) 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.
  • Paddle will determine eligibility of Referred Vendors and that they adhere to Paddle’s Terms of Use.
  • 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
Above $1,000 $2,000
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
Above $100,000 $50,000
  • The Bonus will be credited to your Account 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 Account 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 vendor’s next $10,000 in gross transaction volume. Transactions on the referring vendor’s account will continue to be charged at the vendor’s agreed transaction rate. With these fees being credited back to the vendor’s balance in two stages, as described above.