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Paddle Terms of Use

Paddle.com Market Limited

Judd House
18-29 Mora Street
United Kingdom

Paddle Payments Limited

Limerick House,
Limerick Lane,
Newbridge, Kildare

Paddle. com Inc

54 W. 40th St.
New York, NY, 10018,

Last Updated 15 February 2022

Acceptance of Terms

These Terms of Use 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 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 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 these 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. Modifications are effective upon publication. 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. Disputes arising under these Terms 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);

“Account Balance”  means amounts showing in the Supplier Account at any given time;

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

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

“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.

"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;

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

"Data Protection Legislation" means all applicable laws and regulations governing the Processing of Personal Data, including the UK GDPR and the Data Protection Act 2018, each as applicable, and each as amended, consolidated or replaced from time to time, in the United Kingdom;

"GDPR" means Regulation (EU) 2016/679;

"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;

“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 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;

"Seller Agreement"  means the Seller’s terms and conditions of sale in force from time to time in respect of the relevant Product;

"Services"  means the services provided by Paddle in terms of 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 https://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;

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

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

"UK GDPR" means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018, and the Data Protection Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019; and

"URL(s)" means the address or any websites and/or mobile applications owned and operated by the Supplier where the Product will be sold using the Services, the initial URL(s0 being those which have been listed in the application form (and approved by Paddle) together with any future URL(s) approved by Paddle, in each case as recorded in the Supplier Dashboard from time to time.

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

(i) 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;

(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

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.

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 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 the Supplier;

3.2 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 these Terms of Use (for the avoidance of doubt nothing in these Terms of Use creates an obligation for Paddle to sell across all territories); and

3.3 product fulfilment, order support and being responsible for all aspects of Sales Tax as the reseller of the Product.

4. Paddle Discount

4.1 For each completed sale of the Product (excluding reversals, refunds and other Chargebacks), Paddle shall pay the Supplier the SRP less:

(i) any Sales Tax due;

(ii) the Paddle Discount;

(iii) charges for any Additional Services; and

(iv) any other charges payable by you pursuant to these Terms of Use.

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 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. Additional Paddle Checkout Services

5.1 Charges for optional add ons are as follows (such charges being added to and forming part of the Paddle Discount):

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

5.2 These services are optional and can be deactivated via the Supplier Dashboard.

6. 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.

7. Title and Licence Grant

7.1 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; and

(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.

7.2 Paddle agrees not to:

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

(ii) merge the products 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 bench 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.

7.3 You hereby grant to Paddle a non-transferable (except in connection with an assignment of these Terms of Use), 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 these Terms of Use.

7.4 Other than expressly provided for in clauses 7.1 and 7.3 above, you and 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. After Sales Support

8.1 Paddle agrees to provide first tier after-sales support to Buyers, this includes invoicing, handling requests for refunds, payment, reconciliation and initial order related support.

8.2 You warrant that you will provide any additional ongoing customer service support in respect of the Product including but not limited to technical and/or delivery level (e.g. Service Level Agreements).

9. Payment Terms

9.1 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 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.

9.2 The number and value to the Supplier of confirmed sales will be provided to the Supplier via the Supplier Dashboard (shown as a balance on your Supplier Account). Provided the Account Balance is above $100, €100 or £100 (or some higher amount as agreed between you and Paddle) the Account Balance less any sums due to Paddle under these Terms of Use, will be paid 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.

9.3 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.

9.4 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 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.

9.5 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 as a result of a Chargeback 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 Supplier's Balance Currency). Paddle reserves the right to suspend all Services until the deficit is paid by you.

9.6 Where any credit requires to be provided to a 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.

10. Set Off

10.1 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 these Terms of Use against any funds, sums or other amounts owing to, the Supplier under these Terms of Use 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; or

(iv) fraudulent or illegal use of our Services.

10.2 If there are insufficient funds, 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 10.1 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.

10.3 For the avoidance of doubt, Paddle is not obliged to pay any revenues associated with activities or Products which it considers in its discretion to be fraudulent or illegal under any relevant law or regulation.

11. Supplier Obligations

11.1 The Supplier must, before entering into these Terms of Use 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 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.

11.2 If the Supplier fails to provide the Supplier Information requested in accordance with clause 11.1, we reserve the right to suspend the provision of our Services until such Supplier Information is provided.

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

11.4 The Supplier is responsible for correctly entering all information into the Supplier Dashboard.

12. Representations and Warranties

12.1 You represent and warrant to Paddle that:

(i) the information you have provided on the Supplier Dashboard is correct 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 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;

(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 in the countries where the Buyers are based;

(v) you own and operate the 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 URL(s);

(vii) the Product is free from defect and fit for purpose;

(viii) you have the 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;

(ix) your use of the Services and the delivery and performance by you of the terms and conditions under these Terms of Use 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;

(x) you have complied and will continue to comply with all applicable laws, statutes, ordinances and regulations (including, without limitation, the Data Protection Legislation in respect of any Buyer data passed to you by Paddle); and

(xi) you will at all times comply with all applicable Paddle policies.

12.2 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 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.

13. Disclaimer of Warranties and Limitation of Liability

13.1 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.

13.2 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 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. To the fullest extent permitted by applicable law, Paddle’s aggregate (i.e., not per-claim) liability under, arising from, or related to these Terms of Use will be limited to $50,000.

14. 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.

15. 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:

15.1 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.

15.2 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.

15.3 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:

(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

(iv) 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.

16. Privacy

16.1 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 paddle.com/legal/privacy (or such other URL that Paddle may provide from time to time).

16.2 Each party shall comply with Data Protection Legislation. To the extent that any data or information provided by one party to the other party contains personal data within the meaning of Data Protection Legislation, the party deemed to be the Data Processor will (i) process such data and information only in accordance with the Data Controller's instructions; (ii) not transmit such data and information to a country or territory outside of the European Economic Area without the Data Controller's prior written consent unless at least one of the permitted derogations set out in the UK GDPR; and (iii) take such technical and operational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate.

17. 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.

18. Termination

18.1 Either party may terminate these Terms of Use at any time by giving at least thirty (30) days’ notice in writing.

18.2 Either party may terminate these Terms of Use by immediate notice in writing to the other if:

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

(ii) 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;

(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 these Terms of Use or receive any benefit to which it is entitled;

(iv) 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.

18.3 Paddle may terminate these Terms of Use 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.

18.4 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.

19. Rights and Obligations on Termination or Expiration

19.1 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.

19.2 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.

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. Any assignment in violation of this Section 20.3 is void.

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 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.

20.6 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.

20.7 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.

20.8 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 these Terms of Use.

20.9 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.

20.10 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 or by email (legal@paddle.com) 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 exclusive jurisdiction over any claim or matter arising under or in connection with these Terms of Use.