Paddle Buyer Terms

The Services

These terms and conditions are a contract (“Agreement”) between you (“Buyer”) and Paddle (as defined below) and govern your use of our Services.

Paddle is an authorised reseller of Products for Suppliers, which means you purchase the Product from Paddle using our Services, and the Product is made available to you by the Supplier under the terms of their Supplier Agreement.

Please read this Agreement carefully. By completing a Transaction using our Services, you agree to the terms and conditions below and in the Supplier Agreement.

Definitions and interpretation

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party;

"Business" means a Buyer which uses the Services in connection with their trade, business, craft or profession;

"Charges" means any charges payable by you for a Product, including any applicable taxes and any other amounts presented to you through the Services;

"Confidential Information" means any non-public information or information of a confidential nature disclosed by a party in connection with the Agreement, including information relating to Paddle and its Affiliates, and their services, pricing, technical systems and operations;

"Consumer" means a Buyer which uses the Services wholly or mainly for their domestic or personal use;

"Intellectual Property Rights" means any and all intellectual property and similar proprietary rights anywhere in the world, including rights in patents, copyright (including in software and source code), database rights, trademarks, service marks, trade names, logos, designs, domain names, and rights in confidential information, trade secrets and know-how;

"Paddle", "us", "we", and "our" means the relevant Paddle contracting entity, determined by the location the Buyer purchases the Product from, as set out below:

• United States: Paddle.com Inc. incorporated in the U.S. with registered office at 3811 Ditmars Blvd. #1071, Astoria, New York, NY 11105-1803, USA; 
• Canada: Paddle.com (Canada) Ltd. incorporated in Canada with registered office at 22 Adelaide Street West, Suite 3400, Toronto, Ontario, M5H 4E3, Canada; and 
• Rest of world: Paddle.com Market Limited incorporated in England and Wales with company number 8172165 and registered office at Judd House, 18-29 Mora Street, London, England, EC1V 8BT;

"Paddle Checkout" means Paddle’s online checkout process, through which Buyers may enter Transactions with Paddle using payment methods made available in the checkout from time to time (which may include credit card, debit card and PayPal); 

"Paddle Invoicing" means Paddle invoicing process, through which Buyers may enter Transactions with Paddle in accordance with instructions specified in the relevant invoice (which may include bank transfer or other payment methods made available from time to time);

"Paddle Materials" means all content, software, code, functionality, user interface, documentation and other materials made available by Paddle as part of or in connection with the Services, together with all Intellectual Property Rights in the same, excluding the Product and materials made available by the Supplier;

"Product" means the product or service that the Buyer is purchasing using Paddle’s Services, which is made available to the Buyer by the Supplier following purchase, including any licence keys, activation codes, upgrades, support services and add-ons;

"Supplier" means the third party that develops, owns, operates or makes available the Product to the Buyer, as identified to you during your Transaction;

"Supplier Agreement" means the Supplier’s terms and conditions, applying between the Buyer and Supplier and governing the Buyer’s use of the Product;

"Services" means Paddle Checkout or Paddle Invoicing, as applicable; 

"Subscription" means a contract for ongoing access to a Product in return for recurring Charges (including any free trial that converts to a paid Subscription); and

"Transaction" means a purchase, Subscription sign-up, renewal or other relevant order relating to a Product made by you using the Services, whether in return for Charges or free of charge.

1. Acceptable Use

You agree to use the Services in accordance with applicable law, and not to (i) copy, reproduce, modify, create derivative works from, distribute, sell, lease, sublicense, reverse engineer, decompile or otherwise exploit the Services or any Paddle Materials; or (ii) use the Services (including any AI-enabled features) in a way that infringes any third party rights (including Intellectual Property Rights, privacy or publicity rights). 

You agree to use the Product and any third-party materials in compliance with the Supplier Agreement and any other applicable third-party terms. You are responsible for backing up your own systems and Products accessed using our Services. 

2. Payment

When you complete a paid Transaction using our Services, Paddle will charge the payment method you provide details of for the Charges. We will send you confirmation of your Transaction by email (or other durable electronic format) once your payment is confirmed. 

You are responsible for (i) ensuring all details you provide to us are accurate and up to date (including using the correct transfer reference number for any wire transfer payments when using Paddle Invoicing); and (ii) ensuring emails from Paddle are not blocked by spam filters. To the extent permitted by law, Paddle is not liable for any failure to notify you or provide you access to a Product which results from incorrect information you provide, or your mailbox settings. To update your details, please contact us here. 

If we cannot obtain payment authorisation from your card issuer, we may cancel your order, in which case we will notify you by email. 

If the Supplier fails or unreasonably delays in delivering the Product due to technical issues, you are entitled to a replacement or refund of the relevant Charges paid. 

3. Subscriptions

If you purchase a Subscription using the Services, you authorise us to charge your payment method for recurring Subscription Charges on an ongoing basis. Subscriptions automatically renew for further periods equal to your initial Subscription term, until you withdraw from or cancel your Subscription. 

Certain Subscriptions offer a free trial period before charging you. If you wish to cancel before we start charging your payment method, you must do so before the end of the trial period.

We will send you reminder notices about your Subscription where required by law in your territory of purchase. We will notify you if the price of a Subscription increases and, if required by law, we will seek your consent before we charge you the increased Charges. If you do not accept a price increase, you or Paddle may cancel your Subscription with effect from the end of your current billing period. 

Recurring Charges will be charged to the payment method provided during your initial Transaction (or as otherwise updated by you) at any time on or after 00:00 (UTC) on the day the Subscription period renews. You can update your payment method at any time by contacting us here. 

If a payment fails, we may make further attempts to take the payment. If we cannot charge your payment method for any reason (such as card expiration or insufficient funds), we may cancel your Subscription, in which case we will notify you by email. You will remain responsible for any uncollected amounts due to us.

4. Chargebacks

We encourage you to contact Paddle directly prior to disputing a Charge or (where a chargeback right is available for your payment method) raising a chargeback request with your bank or card issuer. This often results in faster resolution than a chargeback process.

If you raise a chargeback that we reasonably believe constitutes fraud or abuse of payment protection mechanisms (including claiming non-delivery of Products you have received or are using), the Supplier may suspend your access to the Product while we investigate, and block your access if our investigation finds fraud or abuse. We will defend all chargebacks by providing evidence to the relevant bank or issuer where we have fulfilled our obligations, and we may also exercise our rights in section 5 below. 

5. Termination and suspension of Services

We may terminate the Agreement between you and Paddle, or modify, suspend or discontinue your access to our Services (in whole or in part), if (i) you materially or repeatedly breach these Terms, (ii) we have reasonable grounds to suspect you have engaged in fraud or unlawful activity, or (iii) the Supplier modifies, suspends or discontinues your access to the Product and as a result, we cannot continue providing the Services.

Where appropriate or required by law, we will give you prior written notice of these actions, and (where it is capable of remedy) allow you a reasonable opportunity to remedy your breach. We may act without notice where notice is required to be withheld by applicable law or a relevant authority (including a payment partner or card scheme), or would compromise an investigation or prevent or delay us addressing actual or suspected fraud, unauthorised activity or a security incident or threat (including where there is risk of loss or harm to Paddle, Suppliers, Buyers or third parties). We may share information with relevant law enforcement or other competent authorities in accordance with law.

Termination will not affect any rights, obligations, remedies or liabilities of each of us accrued up to and including the date of termination, and you will remain liable for all Charges properly due up to this date.

6. Cancellations, Withdrawals and Refunds

You can cancel a Subscription at any time with effect from the end of your current billing period. Your cancellation will take effect at the end of your current billing period, and you will not be charged again after that. You can cancel your Subscription through our Buyer portal, which is accessible via the link in your Subscription confirmation email. Alternatively, you can submit a cancellation request here.

If you would like to request a refund or exercise any applicable statutory withdrawal rights, please see our Refund Policy and section 15 (Country-Specific Terms) below. 

7. Tax Refunds

Businesses which have been charged sales tax (including VAT, GST and similar consumption taxes) on their Transaction may, if registered for that tax in the country of purchase, be entitled to a refund of the relevant tax amount if permitted by applicable laws in that country. 

You must contact Paddle within 60 days of the relevant Transaction date to be eligible for a sales tax refund. Any refund will be subject to you providing Paddle with a valid sales tax code or (where applicable, including in the US) tax exempt certificate for your country. Any requests received after 60 days from the Transaction date may be declined, unless otherwise required by law in the relevant country.

8. Intellectual Property

The Services and Paddle Materials are owned or licensed by Paddle and protected by applicable laws. Paddle grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services and Paddle Materials in accordance with this Agreement. Except as expressly permitted by this Agreement, no rights are granted in the Services or Paddle Materials.

The Product and any materials related to the Product are provided by the Supplier under the Supplier Agreement. If you believe that any Product available through the Services infringes a copyright claimed by you, please contact Paddle at help@paddle.com.

9. Confidentiality

You must keep Confidential Information confidential and use it only as necessary in connection with your Transaction or use of the Services under this Agreement. You may disclose it (i) as required by law, a court or regulator, (ii) to your bank or payment provider in connection with a Transaction, (iii) to exercise your legal rights; or (iv) to your representatives for the purposes set out in this section 9 only. 

10. Privacy

Your privacy and personal information are important to us. We are required by data protection laws to provide you with certain information about who we are, how we process your personal data and for what purposes, and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Notice (paddle.com/legal/privacy).

11. Contract Changes

Paddle may update this Agreement from time to time by sending you an email notice, together with a link to or copy of the updated terms. These terms will replace the previous ones from the date specified in the notice or, if unspecified, the date falling one month after the date of the notice. If you do not agree with an update, you may terminate this Agreement at any time before the update takes effect by cancelling your Subscription, or by any other method made available under applicable law. If you do not terminate before the update takes effect, you will be deemed to have accepted the update, except where mandatory consumer law requires your express consent for a material change.

12. Our responsibility for loss or damage suffered by Buyers

Nothing in this Agreement excludes or limits our liability where it would be unlawful to do so, including for fraud or fraudulent misrepresentation, death or personal injury, gross negligence or intent, or under mandatory consumer law in your territory of purchase. To the fullest extent permitted by law:

• We are not liable for (i) any losses relating to the Product or any third-party materials available from or within the Product or Services; (ii) any business losses, including any direct or indirect loss of sales, profit, revenue, goodwill, business opportunity or interruption resulting from your use of the Services for commercial purposes; (iii) any failure or delay in providing the Services caused by an event outside our reasonable control (including any third party infrastructure, telecoms and internet network failures); or (iv) any loss or damage that is not a foreseeable result of our breach of this Agreement. 
• Our total liability under this Agreement is limited to the Charges you have paid us during the relevant Service period.
• We exclude all express, implied or statutory warranties regarding the Services, and we do not warrant the Services will be (i) uninterrupted or error-free; or (ii) free from corruption, attacks, interference, hacking, viruses, malware or other security intrusion.

You may benefit from a warranty from the relevant Supplier of the Product. Please refer to the Product documentation and Supplier Agreement for any details. 

13. Complaints and disputes

Unless otherwise set out in section 15 (Country-Specific Terms) below or a mandatory law in your territory of purchase, this Agreement, the relationship between you and Paddle, and all Transactions are governed by English law. 

In the event of a problem or dispute relating to the Agreement or our Services, please contact us by emailing help@paddle.com. 

If the problem or dispute is not resolved to your satisfaction, Consumers can choose to bring a claim in the courts of England or of the country they live in. For Businesses, the courts of England shall have exclusive jurisdiction to settle any dispute under this Agreement (and the United Nations Convention on the International Sale of Goods shall not apply).

14. Other

• Mandatory rights: Nothing in this Agreement limits or excludes any rights or remedies you may have under any mandatory consumer law in your territory of purchase.
• E-notices: By completing a Transaction or using the Services, you consent to receive notices and communications from Paddle electronically (including by email). You acknowledge that these satisfy any applicable legal requirement for these notices or communications to be in writing.
• Language: This Agreement may be translated into other languages, including in any translations made available by Paddle or your internet browser. If there is any inconsistency between this English version and any translated version, the terms of this English version will apply (unless to the extent otherwise required by mandatory consumer law in your territory of purchase).
• Third party rights: This Agreement is between you and us, and no other party can enforce its terms. 
• Transfer of rights and obligations:  You may only transfer your rights or obligations under this Agreement to another party if we agree in writing. We may transfer our rights and obligations under this Agreement to our Affiliates, the Supplier or a third party appointed by the Supplier (including any replacement service provider). If we do this, we (or the Supplier or its appointed third party, on our behalf) will notify you. 
• No waiver: If we delay in enforcing our rights under this Agreement, we retain those rights and can still enforce them later, and you must continue to comply with its terms. 
• Severability: Each provision in this Agreement operates separately. If any court or official authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.
• Entire agreement: This Agreement, together with any Paddle documents it refers to, sets out the entire agreement between you and us in relation to the Services and replaces any previous discussions or correspondence about the Services, unless to the extent otherwise required by any mandatory consumer law in your territory of purchase.
  

15. Country-Specific Terms

Consumers residing in the EU/EEA and UK

You have the right to withdraw from the Agreement for any reason within 14 days of completing a Transaction in accordance with our Refund Policy. If you exercise this right, you will receive a full refund of the relevant Charges you have paid to us, unless during that 14-day period, you started downloading, streaming, using or benefiting from the Product, when during your Transaction you agreed for us to make the Product available for your use before the end of that 14-day period.

Consumers residing in Germany

If we breach an essential contractual obligation in this Agreement, our liability is not excluded and is limited to the foreseeable damage typical for this type of agreement.

Consumers residing in the US

This Agreement, the relationship between you and Paddle, and all Transactions shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, except that if you are a resident of a U.S. state with mandatory consumer protection laws that provide you with greater protections than New York law, those laws shall apply to the extent required. If we are unable to resolve your dispute informally, you may bring individual legal action in the state or federal courts located in New York County, New York, or in the courts of the state or county where you reside.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND PADDLE EACH WAIVE, IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR SUBSCRIPTION, OR THE SERVICES, THE RIGHTS TO: (i) TRIAL BY JURY; AND (ii) PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. You may opt out of either or both waiver by sending email notice to help@paddle.com within 30 days of completing your Transaction. Your notice must include your name, the email address used for your Transaction, and a clear statement that you wish to opt out of the jury trial waiver and/or class action waiver.

Consumers residing in Quebec, Canada

Any dispute arising out of or in connection with the Agreement, the relationship between you and Paddle, and all Transactions are governed by the law of Quebec and the courts of Quebec shall have exclusive jurisdiction to settle any such dispute.

You acknowledge having received access to a French version of the Agreement and agree to be bound exclusively by this English version and to receive all related documents exclusively in English. Vous reconnaissez avoir reçu une version française de ce contrat et avoir demandé et accepté d’être lié exclusivement par la version anglaise de celui-ci et de recevoir tous les documents qui s’y rattachent exclusivement en anglais.