Paddle Buyer Terms and Conditions

Paddle.com Market Limited

15 Briery Close
Great Oakley
Corby
Northamptonshire
NN18 8JG
United Kingdom

Paddle Payments Limited

Core B, Block 71
The Plaza
Park West
Dublin 12
Ireland


Last updated 12 June 2018

These Terms and Conditions set out the basis upon which Paddle.com Market Limited and/or Paddle Payments Limited (each referred to as “Paddle”, “we” or “us”) agree to your use of Paddle’s services (“Services”) provided through this website (the “Site”), and on which you can buy, subscribe or otherwise have supplied to you to software, music, e-books, pdfs and other digital content (together “Content”).

Payments, taxes and refunds

Dependent upon the pricing structure for the Content, you may acquire Content on our Services for free or for a charge, either of which is referred to as a “Transaction.” The relevant price will be displayed on the Site. Dependent upon your location and the relevant contracting Paddle party, value added tax (sales tax) may be chargeable and could apply at different rates. If not shown on the page describing the Content this will be calculated at checkout and shown before you confirm your order. You agree to receipt of all invoices in an electronic format, which may include email. Content prices may change at any time.

Each Transaction is an electronic contract between you and Paddle. Paddle acts as the merchant of record for each Transaction: this means that you acquire the Content from Paddle, but it is licensed by the Content Provider (as defined below). Paddle will charge your payment method (such as your credit card, debit card, PayPal account or other method available) for any paid Transactions, including any applicable taxes. If you pre order Content, you will be charged when you make the pre order, but can request a refund for whatever reason until the content is delivered, after which the standard refund policy applies.

If technical problems prevent or unreasonably delay delivery of Content, your exclusive and sole remedy is either replacement of the Content or refund of the price paid, as determined by Paddle. From time to time, Paddle may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behaviour that entitles Paddle to a corresponding counterclaim. Right of cancellation: Where you are entering into the Transaction as a consumer, while there is a general right to cancel purchases from a site within 14 days of delivery, this does not apply to supplies of Content as you may access and use the Content immediately. Accordingly, no right to cancel after delivery applies.

Services and Content usage rules

Your use of the Services and Content must follow the rules set forth in these Terms and Conditions (“Usage Rules”). Any other use of the Services and Content is a material breach of these Terms and Conditions. Paddle and/or the Content Provider may monitor your use of the Services and Content to ensure that you are following these Usage Rules.

Subscriptions

The Services may allow you to acquire access to Content on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled in accordance with the terms and conditions applicable to the relevant Content acquired. We and/or the Content Provider will notify you if the price of a Paid Subscription increases and, if required, seek your consent to continue. You will be charged between 00:00 and 01:00 (UTC) on the first day of the Paid Subscription period. Certain Paid Subscriptions may offer a free trial prior to charging your payment method. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, you must cancel the subscription before the free trial ends in terms of the specific terms and conditions to which you will require to agree as a condition of the Paid Subscription.

Paddle Discovery

Paddle Discovery is a curated email of content relevant to you based on your downloads, purchases and other activities. Discovery may be provided from time to time in a medium other than email. You may opt out from receiving such recommendations either by clicking on the Unsubscribe link in the email or in your my.paddle.com account settings.

Some recommendation features may require your permission before they are turned on. If you turn on these features, you will be asked to give Paddle permission to collect and store certain data, including but not limited to data about your device activity, location, and usage. Please carefully read the information presented when you turn on these features.

THIRD PARTY TERMS

Licence of Content

When you purchase or otherwise acquire Content you do not own it, but acquire a right to use it on the terms provided by the Content Provider. Such licences to use are provided to you by Paddle on behalf of the relevant third party developer or supplier (“Content Provider”) with Paddle acting as merchant of record with the right to grant you the licence of the Content from the Content Provider. Paddle is not a party to such a licence which is a direct contract between you and the Content Provider.

If there is any problem with the Content, then subject to any other legal rights you have your exclusive and sole remedy is either replacement of the Content or refund of the price paid, as determined by Paddle.

Content maintenance and support

Paddle is responsible for providing only first tier aftersales support to you, this includes billing and order related support. Content Providers are responsible for providing all other maintenance and support for Content, including warranty matters for which Paddle has no responsibility.

GENERAL TERMS

Contract Changes

Paddle reserves the right at any time to modify these Terms and Conditions and to add new or additional terms or conditions to your use of the Services. Such modifications and additional terms and conditions will be communicated to you and if accepted, will be effective immediately and will be incorporated into these Terms and Conditions. In the event you refuse to accept such changes, Paddle will have the right to terminate your right to use the Services.

Third party materials

Paddle is not responsible or liable for third party materials included within or linked from the Content or the Services.

Intellectual Property

You agree that the Services, including but not limited to Content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by Paddle and/or its licensors and/or the relevant Content Provider, and is protected by applicable intellectual property and other laws, including, but not limited to, copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for in compliance with these Terms and Conditions. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by these Terms and Conditions. You agree not to modify, rent, loan, sell, or distribute the Services or Content in any manner, and you shall not exploit the Services in any manner not expressly authorised unless this is expressly permitted in terms of the applicable licence of the Content.

The Paddle name, the Paddle logo and other Paddle trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Paddle in the U.K. and other countries throughout the world. You are granted no right or licence with respect to any of the aforesaid trademarks.

If you believe that any Content available through the Services infringes a copyright claimed by you, please contact Paddle at help@paddle.com.

Termination and suspension of Services

If you fail, or Paddle suspects that you have failed, to comply with any of the provisions of these Terms and Conditions, Paddle may, without notice to you: (i) terminate or suspend your rights to use the Services, and you will remain liable for all amounts due up to and including the date of termination; and/or (ii) terminate your licence to the Content.

Paddle further reserves the right to modify, suspend, or discontinue the Services (or any part thereof including access to Content) at any time with or without notice to you, and Paddle will not be liable to you or to any third party should it exercise such rights. To the extent possible, Paddle will warn you in advance of any modification, suspension or discontinuance of the Service. Termination of the Service will not affect the Content that you have already acquired.

Paddle is not responsible for any action taken by a Content Provider in respect of any licence of Content as this is a direct contract between you and the Content Provider to which Paddle is not party.

Disclaimer of warranties; liability limitations

a. Paddle will provide the Services with reasonable care and skill. Paddle does not make any other promises or warranties about the Services and in particular does not warrant that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion which shall be events of Force Majeure, and Paddle disclaims any liability relating thereto. You shall be responsible for backing up your own system, including any Content purchased, acquired or licensed through the Services.

b. Except as set out at d. below, or in the event that you are exercising any applicable statutory right to refund or compensation, in no case shall Paddle, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any loss or damage caused by Paddle, its employees or agents where:

(i) there is no breach of a legal duty of care owed to you by Paddle or by any of our employees or agents;

(ii) it is not a reasonably foreseeable result of any such breach;

(iii) any increase in loss or damage results from breach by you of any term of these Terms and Conditions;

(iv) it results from a decision by Paddle to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the Services, or to take any other action during the investigation of a suspected violation or as a result of Paddle’s conclusion that a violation of these Terms and Conditions has occurred; or

(v) it relates to loss of income, business or profits, or any loss of data or corruption of data in connection with your use of the Services or any Content.

c. Paddle shall use reasonable efforts to protect information submitted by you in connection with the Services including from fraudulent use. Please also refer to our privacy notice https://paddle.com/privacy-buyers/.

d. Nothing in these Terms and Conditions removes or limits Paddle’s liability for fraud, gross negligence, wilful misconduct, or for death or personal injury.

e. If you breach these Terms and Conditions, you will be liable to Paddle, its directors, officers, employees, affiliates, agents, contractors, and licensors for any claim arising out of your breach. You will also be liable for any action taken by Paddle as part of its investigation of a suspected violation of these Terms and Conditions, or as a result of its findings or decision that a violation of these Terms and Conditions has occurred.

Governing law

Except to the extent expressly provided in the following paragraph, these Terms and Conditions and the relationship between you and Paddle, and all Transactions on the Services or through the Site, shall be governed by the laws of the England and Wales. You also agree that the English courts will have jurisdiction to hear any dispute between us.

Other provisions

These Terms and Conditions constitutes the entire agreement between you and Paddle and governs your use of the Services, superseding any prior agreements with respect to the same subject matter between you and Paddle. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content, third party software, or additional services.

If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Paddle’s failure to enforce any right or provisions in these Terms and Conditions will not constitute a waiver of such or any other provision. Paddle will not be responsible for failures to fulfil any obligations due to causes beyond its control.

You agree to comply with all national laws and regulations that apply to your use of the Services and/or any Content. Your use of the Services may also be subject to other laws. Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient.

No Paddle employee or agent has the authority to vary these Terms and Conditions.

Paddle may notify you with respect to the Services by sending an email message to your email address or by posting notice of the changes on the Site. Notices shall become effective immediately. Paddle may also contact you by email or push notification to send you additional information about the Services.

You hereby grant Paddle the right to take steps Paddle believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions. You agree that Paddle has the right, without liability to you, to disclose any data and/or information to Content Providers, law enforcement authorities, government officials, and/or a third party, as Paddle believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions (including but not limited to Paddle’s right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third party claim that your use of the Services and/or Content is unlawful and/or infringes such third party’s rights).

Children under the age of majority should review these Terms and Conditions with their parent or guardian to ensure that the child and parent or legal guardian understand it.