Judd House
18-29 Mora Street
London, EC1V 8BT
United Kingdom
3811 Ditmars Blvd,
1071, Astoria,
NY 11105-1803
USA
Last updated 15 February 2022.
These terms and conditions create a contract (“Agreement”) between you ("Buyer") and Paddle (as defined below) and govern your use of the Services.
Paddle is the Merchant of Record and authorised reseller of the Product for the Supplier, which means that you purchase the Product from Paddle using the Services, but the Product is licensed to you by the Supplier.
Please read the Agreement carefully. By placing an order with Paddle, you agree to the terms and conditions set out in both this Agreement and the Supplier Agreement.
"Confidential Information" means any commercial, financial or technical information; information relating to the Product; the Services; plans or strategy, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Agreement;
"Paddle" means
and in either case is also referred to in this Agreement as 'us', 'we', and 'our';
"Paddle Invoicing" means Paddle invoicing Buyers for the Product and collecting payment by bank transfer or other agreed payment method;
"Product" means the Supplier's software or digital product(s) and/or digital content licensed for use by the Buyer under the terms of the Supplier Agreement;
"Supplier" means the licensor of the Product;
"Supplier Agreement" means the Supplier's terms and conditions in respect of the Product;
“Services” means Paddle’s services through which you can buy, get, licence, rent or subscribe to the Product (and which for the avoidance doubt includes Paddle Invoicing); and
“Transaction” means acquiring the Product via our Services for free or for a charge.
By completing a Transaction through Paddle Invoicing, you make a binding offer to enter into a contract with Paddle, subject to the terms of this Agreement. The Transaction process consists of the following steps: (i) you select the desired Product and agree the terms of the Supplier Agreement; (ii) your data, required for the Transaction, delivery of the Product and submitting invoices to you, is collected by us in accordance with the Privacy section below, (iii) we will send you an email to the email address you provided in step two. The email will invite you to accept this Agreement and view the invoice for the Product, and (iv) you can pay the invoice for the Product by following the instructions on the invoice.
Your Agreement with Paddle is concluded upon the successful transmission of the Product and payment of the invoice in full, subject to the terms of this Agreement.
Where any Product supplied is, or includes, software (“Software”), the Software is licensed by the relevant Supplier pursuant to the Supplier Agreement included with Software (or other applicable terms associated with non-Software Products, including recurring purchases or billing services) or otherwise agreed between you and the Supplier.
Paddle will invoice your chosen payment method for any paid Transactions, including any applicable taxes according to the tax jurisdiction in which the Transaction has taken place. You agree to receipt of all invoices and receipts in an electronic format, which includes email.
Termination and Suspension of Services
If you fail, or Paddle reasonably believes that you have failed, to comply with any of the provisions of this Agreement, Paddle may, without notice to you: (i) terminate this Agreement, and you will remain liable for all amounts due up to and including the date of termination; and / or (ii) terminate your license to the Product; and / or (iii) preclude your access to the Services. Paddle further reserves the right to modify, suspend, or discontinue the Services (or any part thereof) 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 any rights accrued thereunder or the Product that you have already acquired.
Where Paddle reasonably suspects that fraudulent activities are being conducted by you, we have the right to cancel and block your usage of our Services without notice. Paddle may also liaise with relevant authorities for law enforcement and financial crime prevention reasons and pass your details on to authorities should evidence be found confirming malicious or fraudulent or other criminal activity.
This Agreement and Paddle’s rights and obligations under this Agreement will be transferred automatically to the Supplier upon receipt of a written notice from the Supplier requesting the transfer. In such circumstances:
Paddle is not responsible or liable for third party materials included within or linked from the Product or the Services.
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 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 this Agreement and the Supplier Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Services or Product in any manner, and you shall not exploit the Services in any manner not expressly authorised.
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 license with respect to any of the aforesaid trademarks.
Paddle disclaims any and all warranties, express, implied or statutory regarding the Services to the full extent permitted by law and in particular does not warrant that (i) your use of the Services will be uninterrupted or error-free. (ii) the Services or Products will be free from 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 Product purchased, acquired or rented using the Service.
In no event will Paddle, its partners, service providers, affiliates or any of their respective directors, officers, employees or agents be liable to the Buyer for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with this Agreement, regardless of whether either party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort otherwise.
You may have the benefit of a manufacturer’s, licensor’s or Supplier’s warranty with the Products supplied and you should refer to the relevant documentation supplied with the Product in this regard (including the Supplier Agreement).
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these terms remain in full force and effect. Paddle's acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Paddle's right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Paddle to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
The parties agree that any Confidential Information provided under this Agreement shall be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information.
Paddle will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Buyer data, as described in Paddle’s Privacy Policy which can be found at paddle.com/legal/privacy (or such other URL that Paddle may provide from time to time).
Specifically excluded from application to this Agreement is the law known as the United Nations Convention on the International Sale of Goods.
Any dispute or claim arising out of or in connection with a contract between Paddle or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
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