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Paddle Terms of Use

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 1 November 2019

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.

Whereas

(A) You are the owner of the Product (as defined below);

(B) Paddle is experienced in reselling digital and other content and services;

(C) You have agreed to appoint Paddle as reseller of the Product on the terms set out in these Terms of Use.

Now therefore the parties agree as follows:

1 Definitions and Interpretation

1.1 In these Terms of Use, the following terms shall have the meanings set opposite them:

“Acceptable Use” means activities which comply with Paddle’s acceptable use policy set out in 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);

“Account Balance” means all amounts due in the Vendor Account at any given time

“Balance Currency” means the currency which you select for you Vendor Account, typically in USD, EUR or GBP.

“Business Buyer” means an end customer who purchases the Product using Paddle Invoicing;

“Buyers” means Business Buyers and Checkout Buyers;

“Checkout Buyer” means an end customer who purchases the Product using the Paddle Checkout;

“Buyer Terms” means the terms set out in https://paddle.com/legal-buyers/ (or such other URL that Paddle may provide from time to time) which apply to both all Buyers;

“Confidential Information” means information, whether written or oral, in any form, including without limitation, information relating to the development, products, trade secrets, business plans, suppliers, customers, finances, personnel data, and other material or information considered proprietary by the disclosing party;

“Paddle Checkout” means the checkout that Checkout Buyers use to purchase the Product, it includes payment methods such as credit card, PayPal, alternative payment methods and bank transfer;

“Paddle Discount” means the margin for Services;

“Paddle Invoicing” means Paddle invoicing Business Buyers for the Product and collecting payment by bank transfer or other payment method. Invoices, accounts receivable and funds received are reconciled by Paddle and all information available on the Vendor Dashboard;

“Product” means your software product(s) agreed to be resold and distributed, and any subsequent updates and upgrades thereto and includes any associated integration or implementation costs and / or service fees;

“Sales Tax” means any indirect tax chargeable on the Product globally, including VAT, GST, Sales Tax and Sales & Use Tax;

“Seller Agreement” means an agreement between you and a Buyer for the supply of the relevant Product;

“Services” means the services provided by Paddle in terms of Clause 3;

“Suggested Retail Price” or “SRP” means the recommended price for the Product;

“Trademarks” means your trademarks, service marks, trade names and logotypes;

“Vendor Account” means the account you will set up on the Paddle platform; and

“Vendor Dashboard” means the dashboard found at https://vendors.paddle.com/ (or such other URL that Paddle may provide from time to time) where you are able to amend account settings, initiate billing process for Business Buyers and access all reports.

1.2 In these Terms of Use, unless the context requires otherwise:

1.2.1 any clause, schedule or other headings in these Terms of Use is included for convenience only and shall have no effect on the interpretation of these Terms of Use;

1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.5 a reference to a gender includes each other gender;

1.2.6 words in the singular include the plural and vice versa;

1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);

1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. Appointment

You appoint Paddle as your non-exclusive reseller of the Product across all territories and will ensure that Paddle’s status as Merchant of Record is reflected on your website in a form agreed with Paddle.

3. Services

In terms of the appointment Paddle will provide the following services:

3.1 setting you up as a supplier of the Product on Paddle’s platform and establishing a Vendor Account;

acting as your non-exclusive reseller of the Product via Paddle Checkout or Paddle Invoicing across all territories during the term of these Terms of Use; and

product fulfilment, order support and handling all aspects of Sales Tax as Merchant of Record.

For the avoidance of doubt, your use of Paddle Checkout and / or Paddle Invoicing is optional and can be configured on the Paddle Dashboard.

4. Paddle Discount

4.1 The Paddle Discount will be applied as follows:

4.1.1 Paddle Checkout: 5% of your SRP plus $0.50 for each confirmed sale applied to amount charged to Checkout Buyer, excluding reversals, refunds and other chargebacks;

4.1.2 Paddle Invoicing: 3.5% of your SRP applied to amounts invoiced to Business Buyer net of any Sales Tax for invoices to be settled by bank transfer. The Paddle Checkout Discount shall be applied where the Business Buyer is redirected back to the Paddle Checkout (credit card, PayPal or an alternative payment method).

4.2 As Merchant of Record, Paddle shall have the right to set the price or licence fee at which the Product is offered for sale to Buyers.

5. Additional Paddle Checkout Services

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

5.1.1 Checkout Recovery: 10% of each checkout successfully recovered;

5.1.2 Paddle Discovery: 10% success fee on initial sale from a new customer who has come via our marketing campaign;

5.1.3 Paddle Affiliates: 5% charge on managed affiliates transactions.

5.2 These services are optional and can be activated via the Vendor Dashboard.

6. Licence Grant

6.1 You hereby grant to 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 facilitate access to the Product directly to Buyers; (ii) to access the Product to provide demonstrations to prospective Buyers, so long as such means of access is at all times under Paddle’s control and not left with the prospective Buyer. 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.

6.2 In connection with the Services, you hereby grant to Paddle a non-transferable, non-exclusive right to the Trademarks and undertake to indemnify Paddle from and against any claim that your 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 Paddle has an affiliation with you other than as set forth in these Terms of Use.

7. Title

7.1 You and/or your licensees 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.

8. Support

8.1 Paddle shall be solely responsible for providing first tier after-sales support to Buyers, this includes invoicing, payment, reconciliation and order related support.

8.2. Paddle will have no responsibility to provide customer service and support for the Product and/or delivery level (e.g. Service Level Agreements) with the Buyers, the responsibility for which lies entirely with you and you undertake to indemnify Paddle from and against any such claims or liability.

8.3 You are entirely responsible for correctly entering all information into the Vendor Dashboard required to calculate the amount to be invoiced to any Buyer, such as the number of relevant users and / or service level credits.

9. Payment Terms

9.1 Paddle Checkout – payment terms

9.1.1 Upon a valid sale occurring of the Product, Paddle shall add to your Vendor Account an amount equal to the SRP less: any Sales Tax due, the Paddle Discount and charges for Additional Services and all other charges referred to in these Terms of Use.

9.2 Paddle Invoicing – payment terms Paddle shall invoice Business Buyers for their use of the Product as instructed by you via the Vendor Dashboard, and you shall ensure that all Business Buyers are licensed to use the Product only in terms of a Seller Agreement which confirms to Business Buyers that charges for the Product are to be invoiced by, and payable to, Paddle.

On receipt of payment of an invoice issued under Clause 8.1, Paddle shall credit the payment received to the Vendor Account less the Paddle Discount and any Sales Tax payable, if applicable.

9.3 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 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 above $100, €100 or £100 (or some higher amount as agreed between you and Paddle) the 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.

9.4 Paddle will provide you with an invoice for sales to Paddle 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.

9.5 In connection with any of your activities or Product that are deemed to be fraudulent or criminal, Paddle is not obligated to pay your revenues associated with these activities or Product. Should Paddle have due cause to believe that the Services are being used in a fraudulent manner, it reserves the right to withhold payments to you pending additional investigation by Paddle.

9.6 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 bank transfer or through PayPal. A charge of $15 will be made for each international bank 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.

9.7 Paddle Checkout – refunds and chargebacks

9.7.1 For any returns (refunds or chargebacks) via Paddle Checkout, 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 the Product has an unusually high chargeback rate (typically, greater than one percent), we reserve the right to discontinue selling some or all of the Product 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 Services until the deficit is paid by you.

9.8 Paddle Invoicing – refunds

9.8.1 If the Seller Agreement allows refunds, you acknowledge and agree that any credit or refund to be given to a Business Buyer will be deducted from amounts standing at credit in the Vendor Account. Where there is insufficient credit in the Vendor Account, you agree to place Paddle in funds to make such credit or refund.

9.8.2 Where any credit requires to be provided to a Business Buyer due to service level or similar failures in the provision of the Product by you, no credit will be given to you for any previously applied Paddle Discount and the Paddle Discount will be applied to the gross amount of any amounts invoiced prior to deduction of any service level or similar credit.

9.9 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.

10. Account Verification

Paddle requires all Sellers to complete an account verification check as part of our Know Your Customer (KYC) obligations. We have partnered with Onfido, a leading document ID verification solution. Our Verification team will contact you by email to advise that you are required to complete a KYC check. You’ll receive an email from Onfido which will perform the relevant KYC checks.

11. Dormant accounts

Where you have no sales for a period of six (6) consecutive months (the “Dormancy Period”) and there is a positive Account Balance, Paddle reserves the right to charge you an account dormancy charge (“Dormancy Charge”). The Dormancy Charge 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 such Account Balance monthly on the 1st day of the month until the Account Balance is nil.

12. Rights and Obligations on Termination or Expiration

12.1 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.

12.2 Upon termination or expiration of these Terms of Use, Paddle will within thirty (30) days return to you or destroy (i) all access details to the Product; (ii) all manuals, documentation, product literature, fee schedules and other written materials provided by you; or (iii) all Confidential Information and other property of you, provided that such materials or information are in its possession or under its control.

13. Sales Tax and Tax Withholding

13.1 Paddle is the reseller and Merchant of Record of the Product. This structure allows Paddle to handle all 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 sales proceeds of the Product.

14. Representations and Warranties

14.1 You represent and warrant to Paddle that: (i) you are the owner of each Product in connection with the use of the Services or that you are legally authorised to act on behalf of the owner of such Product 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.

14.2 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 it; (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 Buyers.

15. Disclaimer of Warranties and Limitation of Liability

15.1 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.

15.2 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.

16. 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.

17. Confidentiality

All Confidential Information provided by one party to any other party under these Terms of Use is deemed to be confidential. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information. In particular:

17.1 each party shall exercise the same degree of care to avoid the publication or dissemination of the confidential information of the other party as it affords to its own confidential information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.

17.2 Confidential Information disclosed under these Terms of Use shall only be used by the receiving party within the purpose of these Terms of Use or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party’s confidential information except in the course of performing hereunder and will not use such confidential information for its own benefit or for the benefit of any third party.

17.3 the obligation of the parties not to disclose confidential information shall survive the termination or cancellation of these Terms of Use. However, no party shall be obligated to protect confidential information of the other party which:

17.3.1 is rightfully received by the receiving party from another party without confidential obligation to such party, or

17.3.2 is known to or developed by the receiving party independently without use of the confidential information, or

17.3.3 is, or becomes generally known to the public by other than a breach of duty hereunder by the receiving party; and

17.3.4 furthermore, a receiving party may disclose confidential information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure.

18. Privacy

18.1 Paddle will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Buyer and your data, as described in our Privacy Policy which can be found at https://paddle.com/privacy (or such other URL that Paddle may provide from time to time).

19. Termination

19.1 Either party may terminate these Terms of Use at any time by giving at least thirty (30) days’ notice in writing or by immediate notice in writing to the other if:

19.1.1 the other commits a material breach of its obligations under these Terms of Use and such breach is not remediable;

19.1.2 the other commits a material breach of its obligation under these Terms of Use which is not remedied within 14 days of receiving written notice of such breach;

19.1.3 any consent, licence or authorisation held by the other is revoked or modified such that the other is no longer able to comply with its obligations under these Terms of Use or receive any benefit to which it is entitled;

19.1.4 the other if the other stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so, or is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.

19.2 Termination or expiry of these Terms of Use shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

20. General

20.1 The parties agree that these Terms of Use constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

20.2 Each party acknowledges that it has not entered into these Terms of Use in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms of Use. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms of Use.

20.3 You may not assign, subcontract or encumber any right or obligation under these Terms of Use, in whole or in part, without Paddle’s prior written consent, such consent not to be unreasonably withheld or delayed.

20.4 A party shall not be in breach of these Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations under these Terms of Use if such delay or failure result from an event, circumstance or cause beyond a party’s reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

20.5 No variation of these Terms of Use shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.6 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

20.7 Except as expressly provided in these Terms of Use, the rights and remedies provided under these Terms of Use are in addition to, and not exclusive of, any rights or remedies provided by law.

20.8 If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.

20.9 Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with these Terms of Use.

20.10 The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

20.11 Any notice (save for notices given in legal proceedings or arbitration) given to a party under or in connection with these Terms of Use shall be in writing to the address given for the relevant party herein or such other address that a party notifies the other party of at any time and shall be given and deemed received by first class post on the second Business Day after postage or, if given by hand on delivery.

21. Governing Law and Jurisdiction

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.