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 immediately for any Suppliers who sign up on or after the date of publication, and 30 days from the date of publication for all existing Suppliers. The new version of the Agreement will supersede all previous versions. If we make material changes, we will notify you by sending an email on or before the date of publication to the address specified in your Supplier Account. You may choose to terminate your agreement with us in accordance with clause 16.1 if you do not agree with the changes. Continued use of our services beyond 30 days from the date we notify you of the changes will constitute your acceptance of the updated terms.

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 3.3;

"Affiliate Entity" means being any corporation, partnership, limited liability company or other form of legal entity, which directly or indirectly controls, is controlled by or is under joint control, from time to time;

"Buyer Terms" means the Checkout Buyer Terms, Invoicing Consumer Terms and Invoicing Business Terms;

"Buyers" means Checkout Buyers, Invoiced Businesses and Invoiced Consumers;

"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 procedure whereby an issuing bank or other financial institution charges all or part of an amount of a Checkout Buyer’s credit or debit card transaction back to the acquirer or merchant bank;

"Checkout Buyer" means a 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 a customer who is purchasing the Product using Paddle Invoicing in connection with their trade, business, craft or profession;

"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;

"Invoiced Consumer" means a customer who is purchasing the Product using Paddle Invoicing wholly or mainly for their personal use;

"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;

"Outbound Telemarketing" means any plan, program, or campaign that is conducted to induce the purchase of products or services by use of one or more telephones, and which involves a telephone call initiated by a person other than the consumer;

"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 for VAT purposes) 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 your Supplier Account, being USD, EUR, GBP, CAD or AUD;

"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;

"Pre-Chargeback Alert" means a notification from a third party or produced through Paddle's internal monitoring that a Chargeback is likely to occur;

"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;

"Product Information" shall have the meaning set out in clause 9.4;

"Sales Tax" means any tax or levy chargeable or withheld on the Transaction globally, including but not limited to VAT, GST, Sales Tax and Sales & Use Tax, Digital Service Tax or Levy, and Corporate Withholding Taxes;

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

"SRP" means the price paid by the Buyer for the Product, as recommended by the Supplier in the Supplier Dashboard;

"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 3.1;

"Supplier Information" shall have the meaning set out in clause 9.1;

"Supplier URL(s)" means the address and content 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

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;
a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
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;
a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
a reference to a gender includes each other gender;
words in the singular include the plural and vice versa;
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;
a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
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. SERVICES

2.1. You appoint Paddle as your non-exclusive reseller of the Product across all territories.

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

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;
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);
facilitating product fulfillment by you to Buyers through connecting you to Buyers to enable such Buyer to download / access the Product, as applicable; and
order support and being responsible for all aspects of Sales Tax as between you, Paddle and Buyers.

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

3. PADDLE DISCOUNT

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

any Sales Tax due or incurred;
the Paddle Discount; and
any other charges payable by you pursuant to this Agreement.

such amount being the "Supplier Fee"

3.2. The Paddle Discount shall be calculated as follows:

Paddle Checkout: 5% of SRP plus $0.50;
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 3.2(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. SALES TAX AND WITHHOLDING

4.1. 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.

4.2. The Supplier understands that Sales Taxes for any Product will be calculated, collected, and remitted on the basis of the Product Information provided for each Product. The Supplier shall indemnify and hold harmless Paddle from and against any taxes or other liabilities (including any penalties and interest) arising from any inaccuracy, misrepresentation, or omission by the Supplier of any Product Information.

5. INTELLECTUAL PROPERTY

5.1. 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.

5.2. 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;

5.3. Paddle agrees not to:

modify the Product or create derivative works thereof;
merge the Product with other software or services;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Product;
disclose to third parties the results of any benchmarking tests performed on the Product without your prior written consent (if applicable); or
otherwise use, copy or distribute the Product except as expressly allowed hereunder.

6. TRANSACTION AND AFTER SALES SUPPORT

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

6.2. You agree to promptly provide all reasonably requested information, documents, and assistance to enable Paddle to provide order support and to ensure the swift and effective resolution of any Buyer query or complaint.

6.3. Paddle shall maintain PCI certification during the term of this Agreement and will notify Supplier without undue delay if it fails to be certified during this time. Should Paddle fail to maintain its PCI certification during the term, Supplier at its sole option may choose to suspend all activities under the Agreement until Paddle becomes certified or terminate the Agreement with immediate effect.

6.4. 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.

7. FEES AND CHARGES

7.1. 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, DKK, NOK and THB, and 3% for all other currencies.

7.2. 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. Paddle reserves the right to delegate the responsibility for self billing arrangements and to make payment under this Agreement to an Affiliate Entity.

7.3. 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.

7.4. 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. SET OFF

8.1. 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:

liability for refunds and Chargebacks and associated costs and fees incurred in accordance with clause 10.4;
any fines issued for non compliance with the Payment Scheme Rules;
breach of our Acceptable Use Policy;
fraudulent or illegal use of our Services; or
other liabilities as set out in this Agreement.

8.2. You agree that we may exercise the right of set-off in clause 8.1 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.

8.3. 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 8.1 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, and we reserve the right to suspend part or all of the Services until the deficit is paid.

PADDLE INFORMATION

Paddle.com Market Ltd.

Judd House

18-29 Mora Street

London

EC1V 8BT

United Kingdom

Paddle Payments Ltd.

The Academy

42 Pearse Street

Dublin, D02 YX88

Ireland

Paddle.com Inc.

3811 Ditmars Blvd

#1071 Astoria

New York, 11105-1803

USA

Last Updated: 28 May 2025

Email: info@muomen.design

Owner Name: Abdalmomen Alhamad

Address: Türkiye / Istanbul

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