Last Updated 11 April 2018
Acceptance of Terms
Paddle provides services in the following categories, together the “Services”:
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
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.
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.
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.
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.
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.
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.
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.
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
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
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.
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
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.
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).
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.
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
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 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.
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
Paddle Referral Scheme
Referral Bonus Programme (“the Programme”)
- 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.
- 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 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.