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Terms

Paddle Master Services Agreement

Paddle.com Market Limited

Judd House
18-29 Mora Street
London
EC1V 8BT
United Kingdom

Paddle Payments Limited

Limerick House,
Limerick Lane,
Newbridge, Kildare
Ireland

Paddle. com Inc

3811 Ditmars Blvd,

#1071 Astoria,

New York, 11105-1803

USA

Last Updated 7 October 2022

Acceptance of Terms

This Master Services Agreement, together with the Data Sharing Addendum which can be found at paddle.com/legal/data-sharing-addendum (or such other URLs that may be provided from time to time) and any Order Form, where applicable (collectively, the “Agreement”) govern the services provided to you ("Supplier" or "you" ) by Paddle (as defined below)

By signing up for our services, or by downloading, installing or otherwise accessing or using the Services (as defined below), you agree that you have read, understand, and accept this Agreement, and you agree to be bound by the terms contained herein and all terms, policies and guidelines incorporated in the Agreement by reference (including the Privacy Policy which can be found at https://paddle.com/privacy (or such other URLs that Paddle may provide from time to time)).

If you do not agree to this Agreement, you do not have our permission to, and may not use the Services (as defined below) in any way. The Services are offered to you conditional on your acceptance of this Agreement.

We may make changes to this Agreement 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 this Agreement frequently and to remain informed of any changes to them. The then-current version of this Agreement 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 Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of these terms that was in effect at the time the dispute arose.

1 Definitions and Interpretation

1.1 In these Terms of Use, the following terms have the meanings this Section 1.1 ascribes those terms:

“Acceptable Use Policy”  means Paddle’s acceptable use policy set out in https://paddle.com/support/aup/ (or such other URL that Paddle may provide from time to time);

“Additional Services”  means the services referred to in clause 5;

“Buyers”  means Checkout Buyers, Invoiced Businesses and Invoiced Consumers;

“Buyer Terms”  means the Checkout Buyer Terms, Invoicing Consumer Terms and Invoicing Business Terms;

"Card" means any form of credit card, debit card or pre-paid card issued by an Issuer under a Card Scheme;

"Card Scheme" means Visa Inc, MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union Pay International, Diners Club International/Discover Network or comparable bodies which provide Cards and regulate Card acceptance and includes alternative payment methods and schemes such as PayPal;

"Chargeback" means a transaction which is successfully charged back or reversed, in whole or part on the request of a Checkout Buyer or a payment method provider pursuant to the relevant Payment Scheme Rules;

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

“Checkout Buyer Terms” means the terms set out in paddle.com/legal/checkout-buyer-terms (or such other URL that Paddle may provide from time to time) which apply to Checkout Buyers.

“Checkout Recovery” means the Additional Service offered by Paddle through which Paddle emails a prospective Buyer if they have commenced but not completed the purchase of a Product;

"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;

"Controller" means a " controller" as that term is defined in the UK GDPR;

"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended UK General Data Protection Regulation 2016/679, as implemented by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020 (the "UK GDPR"), any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party, including the Information Commissioner's Data Sharing Code of Practice 2020;

“Data Sharing Addendum” means Paddle’s data sharing terms, set out at paddle.com/legal/data-sharing-addendum(or such other URL that Paddle may provide from time to time) that governs the sharing of personal data between Paddle and Supplier in accordance with the Data Protection Legislation.

"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Invoiced Business” means an end customer who is purchasing the Product using Paddle Invoicing in connection with their trade, business, craft or profession;

“Invoiced Consumer”  means an end customer who is purchasing the Product using Paddle Invoicing wholly or mainly for their personal use;

“Invoicing Business Terms” means the terms set out in paddle.com/legal/invoiced-business-terms (or such other URL that Paddle may provide from time to time) which apply to Invoiced Businesses.

“Invoicing Consumer Terms” means the terms set out in paddle.com/legal/invoiced-consumer-terms (or such other URL that Paddle may provide from time to time) which apply to Invoiced Consumers.

"Paddle" means for sales to Buyers based in the United States: Paddle.com Inc.; and for sales to the rest of the world: Paddle Payments Limited (for Suppliers based in the United Kingdom) or Paddle.com Market Limited (for all other Suppliers);

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

"Paddle Discount"  means the margin payable to Paddle for Services in respect of each resale of a Product made by Paddle;

“Paddle Invoicing”  means Paddle invoicing Invoiced Businesses and Invoiced Consumers for the Product and collecting payment in full, by bank transfer or other agreed payment method;

“Payment Currency” means the currency which you select for you Supplier Account, typically in USD, EUR or GBP;

"Payment Scheme Rules" means the collective set of by-laws, rules, regulations, operating regulations, procedures and/or waivers issued by the Card Schemes, as amended and/or supplemented from time to time;

"Product"  means the Supplier's software product(s) and/or digital content 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 but not limited to VAT, GST, Sales Tax and Sales & Use Tax;

"Services"  means the services provided by Paddle as further described in Clause 3;

“SRP”  means the Supplier's recommended price for the Product;

“Supplier Account”  means the account you will set up on the Paddle platform in order to be able to use the Services;

“Supplier Dashboard”  means the dashboard found at vendors.paddle.com/ (or such other URL that Paddle may provide from time to time) where you are able to access your Supplier Account, view confirmed sales, amend account settings and access all reports;

“Supplier Fee” shall have the meaning set out in clause 4.1;

“Supplier URL(s)” means the address of any websites and/or mobile applications owned and operated by the Supplier where the Product will be sold using the Services, the initial Supplier URL(s) being those which have been listed by the Supplier as part of its onboarding process with Paddle, together with any future Supplier URL(s) approved by Paddle, in each case as recorded in the Supplier Dashboard, from time to time.

“Trademarks”  means your trademarks, service marks, trade names and logotypes whether registered or otherwise;

“Transaction” means a completed sale of the Product (excluding reversals, refunds and other Chargebacks) via Paddle Checkout or Paddle Invoicing. 

"Transaction Currency" means the currency in which the Product is sold to the Buyers; and

1.2 In this Agreement, unless the context requires otherwise:

(i) any clause, schedule or other headings in this Agreement is included for convenience only and shall have no effect on the interpretation of the Agreement;

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

(iii) 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;

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

(v) a reference to a gender includes each other gender;

(vi) words in the singular include the plural and vice versa;

(vii) 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;

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

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

(x) a reference to legislation is a reference to such legislation as amended or re-enacted includes all subordinate legislation made from time to time under that legislation as amended or re-enacted.

2. Appointment

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

2.2. You acknowledge and agree that as Paddle is the seller of the Product to the Buyer, you shall not issue any invoice or make any demand for payment to any Buyer in a Transaction.  If you agree with the Buyer to issue a refund or repay any of the SRP you will not make this payment directly to the Buyer but will inform Paddle of what you have agreed and Paddle will make the relevant refund.

3. Services

3.1 In respect of its appointment as a reseller, Paddle will provide the following Services:

(i) setting you up as a supplier of the Product on Paddle's platform and establishing a Supplier Account which provides you with access to the Supplier Dashboard and allows you to view all sales made by Paddle and the monies which are due to you for sales of the Product by Paddle;

(ii) acting as your non-exclusive reseller of the Product via Paddle Checkout and/or Paddle Invoicing across all territories supported by Paddle from time to time during the term of the Agreement (for the avoidance of doubt nothing in this Agreement creates an obligation for Paddle to sell across all territories); and

(iii) Facilitating product fulfilment by you to Buyers through connecting you to Buyers to enable such Buyer to download / access the Product, as applicable;  and

(iv) Order support and being responsible for all aspects of Sales Tax as between you, Paddle and Buyers. 

3.2 From time to time, you may choose to activate optional Additional Services. The Additional Services may be activated via the Supplier Dashboard.

4. Paddle Discount

4.1 For each Transaction, Paddle shall pay the Supplier the SRP less:

(i) any Sales Tax due;

(ii) the Paddle Discount; and

(iii) any other charges payable by you pursuant to this Agreement.

such amount being the "Supplier Fee"

4.2 The Paddle Discount shall be calculated as follows:

(i) Paddle Checkout: 5% of SRP plus $0.50;

(ii) Paddle Invoicing (where payment is made by bank transfer): 3.5% of SRP.

For the avoidance of doubt, the Paddle Discount applicable to Paddle Checkout set out in clause 4.2 (i) above shall be applied where the Invoiced Business or Invoiced Consumer is redirected back to the Paddle Checkout (credit card, PayPal or an alternative payment method).

4.3 Charges for Additional Services are as follows (such charges being added to and forming part of the Paddle Discount):

(i) Checkout Recovery: 10% of each checkout successfully recovered;

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

5. Sales Tax and Withholding

Paddle is the reseller 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.

6. Title and Licence Grant

6.1 We grant you a non-exclusive and non-transferable right and licence during the term of this Agreement to access and use the Supplier Dashboard and Supplier Account solely to the extent necessary to receive the Services and perform your obligations under the Agreement. We grant you a non-exclusive and non-transferable right and licence during the term of this Agreement to place the then-current Paddle Trademark or logo on your website for the purposes of the Paddle Checkout, provided that at all times you comply with any brand guidelines made available to you by or on behalf of Paddle with respect to such use.

6.2 You hereby grant to Paddle a non-exclusive and non-transferable right and licence during the term of this Agreement to sell directly and facilitate access to the Product to Buyers;

6.3 Paddle agrees not to:

(i) modify the Product or create derivative works thereof;

(ii) merge the Product with other software or services; 

(iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Product; 

(iv) disclose to third parties the results of any benchmarking tests performed on the Product without your prior written consent (if applicable); or 

(v) otherwise use, copy or distribute the Product except as expressly allowed hereunder.

6.4 You hereby grant to Paddle a non-transferable (except in connection with an assignment of this Agreement), non-exclusive right to use the Trademarks in order to provide the Services and undertake to indemnify Paddle from and against any claim that our 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 this Agreement.

6.5 Other than expressly provided for in this clause 6, you and your licensees retain ownership of all right, title and interest in and to the Product, any related documentation and Trademarks, and all Intellectual Property Rights therein, and Paddle shall acquire no rights therein except as expressly set forth in the Agreement. 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.

7. After Sales Support

7.1 Paddle agrees to provide first tier after-sales support to Buyers. First tier after-sales support is limited to invoicing, handling requests for refunds, payment, reconciliation and initial order related support.

7.2 You warrant that you will provide any additional ongoing customer service and after-sales support in respect of the Product including but not limited to technical and/or delivery level support (e.g. Service Level Agreements) in accordance with the terms agreed between you and each Buyer. 

8. Fees and Charges

8.1 Paddle will report to you in the Payment Currency, however you will be able to access data on individual resales of Products in the currency used by the Buyer. If a sale requires currency conversion into the Payment Currency, Paddle will convert the amount at the mid-market rate provided by Open Exchange Rates at the time the payment is received from the Buyer plus a foreign exchange margin of 2% for major currencies (USD / EUR / GBP), 2.5% for CZK and DKK and 3% for all other currencies.

8.2 The number and value of confirmed sales will be provided to the Supplier via the Supplier Dashboard. Provided the Supplier Fee accrued during each month is above $100, €100 or £100 (or some higher amount as agreed between you and Paddle) Paddle shall pay the Supplier Fee to you on or before the 15th of the following month provided that you have provided Paddle with all relevant information required to process a payment to you.

8.3 If you are VAT registered in the European Union, 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.

8.4 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 payable by you for each international bank transfer (€15 if your Payment Currency is EUR or £15 if your Payment Currency is GBP). If you opt to receive payment in a currency different to the Payment Currency, then we reserve the right to charge a conversion margin of up to 1.5%. We will go to all reasonable efforts to ensure no additional fees are charged, but are not responsible for any charges that do occur.

8.5 If Paddle is required to refund a Buyer (including through Chargebacks), Paddle is entitled to receive from you the amount of the refund or Chargeback as well as any charges and fees incurred by Paddle as a result, up to 20 GBP, USD or EUR depending on the Transaction Currency (if the Transaction Currency is any other currency, this will be based on the Payment Currency). Paddle reserves the right to suspend all Services until the deficit is paid by you.

8.6 Where any credit is due to an Invoiced Business or Invoiced Consumer 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. Set Off

9.1 Without prejudice to any other rights or remedies we may have, the Supplier hereby authorises us to set-off by whatever means the whole or any part of the Supplier's liability to us under this Agreement against any funds, sums or other amounts owing to, the Supplier under this Agreement including but not limited to:

(i) liability for refunds and Chargebacks;

(ii) any fines issued for non compliance with the Payment Scheme Rules;

(iii) breach of our Acceptable Use Policy; 

(iv) fraudulent or illegal use of our Services; or

(v) other liabilities as set out in this Agreement.

9.2 You agree that we may exercise the right of set-off in clause 9.1 at any time, without further notice to you whether your liability is present or future, liquidated or unliquidated, actual or contingent. If the liability to be set off is expressed in different currencies, we may convert such liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse us for the liability owed, you shall immediately pay us a sum equal to any shortfall.

9.3 If there are insufficient funds, in Paddle’s sole discretion at any time to cover potential refunds, chargebacks, charges against the Supplier Account or other liabilities you may owe to us ("Liabilities"), you agree to either put Paddle in sufficient funds or agree that we may exercise the right of set-off in clause 9.1 at any time without notice to the Supplier whether such liability is present or future, liquidated or unliquidated, actual or contingent. If the liability to be set off is expressed in different currencies, we may convert such liability at a market rate of exchange for the purpose of set-off. In the event such set-off does not fully reimburse us for the liability owed, the Supplier shall immediately pay us a sum equal to any shortfall.

9.4 For the avoidance of doubt, Paddle is not obliged to pay any Supplier Fees associated with activities or Products which it considers in its sole discretion to be fraudulent or illegal under any relevant law or regulation. We may suspend your Supplier Account and retain any Supplier Fees, or terminate this Agreement, if

(i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud risk, or any other risk of illegal activity associated with your Supplier Account; 

(ii) any Law or Payment Scheme Rules requires us to do so; or 

(iii) we are otherwise entitled to do so under this Agreement.

10. Supplier Obligations

10.1 The Supplier warrants that, before entering into this Agreement and thereafter on our request, provide information about itself and its business which may include information about its financial status and creditworthiness, its activities, its shareholders (and ultimate beneficial owners), the Products and Supplier URLs, as we or our third party KYC verification partners request from time to time (the "Supplier Information "). The Supplier represents and warrants unconditionally that all Supplier Information it provides to us is correct and up to date and undertakes to provide us with at least five (5) Business Days' prior written notice of any material change to any of the Supplier Information.

10.2 If the Supplier fails to provide the Supplier Information requested in accordance with clause 10.1, we reserve the right to suspend the provision of our Services until such Supplier Information is provided.

10.3 The Supplier shall provide correct and complete Supplier URL(s) to us. The Supplier may, subject to our prior written approval, amend its existing Supplier URL(s) or add new Supplier URL(s) from time to time, in which case the same obligations as apply to existing Supplier URL(s) shall apply to such amended or additional Supplier URL(s).

10.4 The Supplier is responsible for correctly entering all information into the Supplier Account and Supplier Dashboard.

11. Representations and Warranties

11.1 You represent and warrant to Paddle that:

(i) the information you have provided on the Supplier Dashboard is accurate and up to date;

(ii) the information you have provided in respect of the Product or type or category of Product is correct and up to date.

(iii) you are the owner of each Product or that you are legally authorised to act on behalf of the owner of such Product for the purposes of the Agreement;

(iv) the Product complies with our Acceptable Use Policy and the sale of the Product is in compliance with all Payment Scheme Rules and applicable laws and you shall provide Buyers with access to Paddle’s after sales support in a manner as it is required by the applicable law in the countries where the Buyers are based, including by way of a direct link to enable cancellation of a Product, if it is required;

(v) you own and operate the Supplier URL(s) listed in your application for a Supplier Account and/or as otherwise approved by Paddle from time to time;

(vi) you will not use the Services to facilitate the sale of Products on websites or applications other than the Supplier URL(s);

(vii) the Product is free from defects and fit for any purpose agreed between you and the Buyer or otherwise fit for any purpose for which such Product is generally used;

(viii) you have the necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit Paddle to perform the Services contemplated under the Agreement;

(ix) there is no action, suit or proceeding at law or in equity now pending or, to your knowledge, threatened by or against or affecting you which would substantially impair your right to carry on your business as contemplated herein or adversely affect your financial condition or operations

(x) your use of the Services and the delivery and performance by you of your obligations under the Agreement do 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 (including Intellectual Property Rights);

(xi) 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

(xii) you will at all times comply with all applicable Paddle policies and the Data Sharing Addendum.

11.2 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 or in relation to:

(i) any information that you or anyone using your Supplier Account may submit or access in the course of using the Services, including Supplier Information;

(ii) your breach of any representation or warranty in, or violation of the terms of the Agreement or any agreement or other instrument with a third party applicable to you;

(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 in respect of the Product.

12. Disclaimer of Warranties and Limitation of Liability

12.1 Paddle disclaims any and all warranties, representations and conditions, whether 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.

12.2 To the fullest extent permitted by applicable law, in no event will Paddle, its partners, service providers, affiliates or any of their respective directors, officers, employees or agents be liable to the other party 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. 

12.3 Paddle's aggregate liability, howsoever arising and whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, under the Agreement shall not exceed $50,000.

12.4 Notwithstanding the foregoing, neither party limits its liability in respect of (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (iv) any matter for which it would be unlawful for the parties to exclude liability.

13. Confidentiality

13.1 The parties acknowledge that they may share Confidential Information for the purposes of this Agreement. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information, except as expressly permitted in the Agreement.       

13.2 Each party shall exercise the same degree of care to avoid the publication or dissemination of the other party's Confidential Information 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.

13.3 Confidential Information disclosed under the Agreement shall only be used by the receiving party for the purpose of the Agreement or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party’s Confidential Information for its own benefit or for the benefit of any third party.

13.4 The obligation of the parties not to disclose confidential information shall survive the termination or expiry of the Agreement.       

13.5 Notwithstanding the foregoing, neither party shall be obliged to protect Confidential Information of the other party which:

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

(ii) is known to or developed by the receiving party independently without use of the Confidential Information, or

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

13.6 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 (where permitted under applicable law).

14. Privacy

14.1 The parties consider that data sharing is necessary in order to fulfil the provision of the Services, including the sale of the Product, under the Agreement.

14.2 The Parties acknowledge that each party acts as an independent Controller, and each party agrees that it shall at all times during the term of the Agreement, comply with the Data Protection Laws and the terms of the Data Sharing Addendum.

14.3 Paddle will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Personal Data of Buyers 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).

15. 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") and/or deactivate your Supplier Account. Dormant Supplier Accounts with a negative balance and no sales activity in the preceding 15 days will be deactivated immediately.

16. Termination

16.1 Either party may terminate this Agreement at any time by giving the other party at least 30 days’ prior notice in writing.

16.2 Either party may terminate this Agreement by immediate notice in writing to the other if:

(i) the other commits a material breach of its obligations under the Agreement and such breach is not remediable;

(ii) the other commits a material breach of its obligation under the Agreement which is not remedied within 14 days of receiving written notice of such breach;

(iii) 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 the Agreement or receive any benefit to which it is entitled;

(iv) 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, unless such termination is not lawful under applicable law.

16.3 Paddle may terminate this Agreement by immediate notice in writing to you if:

(i) it is required to do so by any of its payment method providers;

(ii) there is any suspected fraudulent/ criminal activity or non compliance by the Supplier of applicable laws or Payment Scheme Rules;

(iii) where the Product has a chargeback rate which is in excess of the upper limit set by the Card Schemes from time to time.

16.4 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

17. Rights and Obligations on Termination or Expiration

17.1 Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.

17.2 Upon termination or expiration of the Agreement, 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.

17.3 Paddle may terminate the Buyer Terms with any Buyer in respect of any Product which has an active subscription in the event of termination of this Agreement, and shall refund the Buyer the pro-rated purchase price. This Agreement shall continue in respect of any Product which a Buyer has purchased prior to the date of termination or expiry and which Paddle chooses not to terminate.

18. General

18.1 The parties agree that this Agreement constitutes 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.

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

18.3 You may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without Paddle's prior written consent, such consent not to be unreasonably withheld or delayed. Any assignment in violation of this Clause 18.3 is void.

18.4 A party shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement 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. 

18.5 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.

18.6 Except as expressly provided in this Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.7 If any provision or part-provision of the Agreement 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 the Agreement.

18.8 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 this Agreement.

18.9 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.

18.10 Any notice (save for notices given in legal proceedings or arbitration) given to a party under or in connection with this Agreement shall be in writing or by email 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. Paddle's email address for such purposes is legal@paddle.com and the Supplier's email address is as provided in the Supplier Account.

19. Governing Law and Jurisdiction

This Agreement 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 Agreement.