Last Updated: 26 April 2022.
This addendum (the "Addendum") operates in conjunction with the agreement entered into by the Parties (together, the “Agreement”).
(A) The Parties have entered into an agreement, for the purpose of appointing Paddle (as defined in the Agreement) as the Supplier’s non-exclusive reseller of the Product across all territories;
(B) Paddle is developing certain integrations (referred to herein as the “Beta Integration”) to complement its existing set of commercially available Services.
(C) The Parties have agreed to vary the Agreement as set out in this Addendum.
The Parties agree as follows:
- ACCEPTANCE OF TERMS
By participating in the Beta Integration, you agree that you have read, understand, and accept the terms and conditions described below and they form part of your agreement with Paddle. If you do not agree to the terms of this Addendum, you do not have our permission to, and may not access or use the Beta Integration in any way. The Beta Integration is offered to you conditional on your acceptance of the terms of this Addendum.
We may make changes to this Addendum from time to time. When we do, we will revise the “Last Updated” date given above. Modifications are effective upon publication. It is your responsibility to review the Addendum and to remain informed of any changes herein. The then-current version of the Addendum will supersede all earlier versions. You agree that your continued use of the Beta Integration after such changes have been published will constitute your acceptance of such revised Addendum. Disputes arising under this Addendum will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
- INCORPORATION OF PADDLE AGREEMENT
The Agreement governs the Services provided by Paddle, including the Beta Integration. This Addendum expands on the Agreement to address your use of the Beta Integration. Capitalised terms that are used but not defined in this Addendum have the meanings assigned in the Agreement. Any reference to the “Services” in the Agreement shall be deemed to include the Beta Integration. In the event of any conflict between the original agreement and this Addendum, the Addendum will apply.
- BETA INTEGRATION
As long as Supplier is using in the Beta Integration, Paddle grants to Supplier a limited, non-transferable, non-exclusive, revocable right to access and use the Beta Integration in connection with an existing Supplier Account to test its functionality and provide feedback to Paddle. Paddle hosts and retains physical control over the Beta Integration and only makes the Beta Integration available for access and use by the Supplier over the internet through a web-browser or mobile device. Nothing in this Agreement obligates Paddle to deliver or make available any copies of computer programs or code from the Beta Integration to Supplier. Paddle reserves the right, in its sole discretion, to discontinue the Beta Integration and revoke access and use of the Beta Integration at any time.
- CONFIDENTIAL INFORMATION
As a user of the Beta Integration, you may be exposed to early, pre-release materials and information regarding the Services which are currently unreleased. Supplier acknowledges and agrees that information shared as part of the Beta Integration is Confidential Information and subject restrictions contained in the Agreement.
Except as provided by this Addendum, the provisions of this Addendum will automatically expire at the end of your use of the Beta Integration unless terminated sooner in accordance with the Agreement. Either party may terminate their use of the Beta Integration for any reason or no reason upon written notice to the other party. Paddle may remove your access to the Beta Integration upon any breach by you of any of your obligations as described in the Agreement, including breach of confidentiality obligations and it may result in the termination of the Agreement.
- DISCLAIMER OF WARRANTIES
You acknowledges and agree that: (a) the Beta Integration is not complete in its development and has not been commercially released by Paddle; (b) the Beta Integration may not be fully functional, and may contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing Products; (c) the Beta Integration may not be reliable during the time you are participating as a user of the Beta Integration; (d) Paddle is under no obligation to release a commercial version of the Beta Integration; and (e) Paddle has the right to unilaterally abandon development of the Beta Integration at any time and without any obligation or liability to you or any third party. You further acknowledge that you have paid no consideration to Paddle for the Beta Integration hereunder, and that THE BETA INTEGRATION IS BEING SUPPLIED TO YOU "AS IS" AND “AS AVAILABLE”. PADDLE MAKES NO WARRANTIES REGARDING THE BETA INTEGRATION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- GENERAL PROVISIONS
This Addendum shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with this Addendum.