Terms of Use

1. Introduction

Payhip Limited is a company incorporated in England and Wales with registration no 08386910. We own and operate www.payhip.com. Our registered office is First Floor, 2 Woodberry Grove, North Finchley, London N12 0DR. Any references to ‘we’, ‘our’, ‘us’ or ‘Payhip’ should be read as references to Payhip Limited. In these terms, you are referred to as ‘You’, or the ‘content creator’. The people to whom you market directly and who eventually buy copies of your content are referred to as ‘End Users’.

Your use of this website to upload and host your digital content constitutes acceptance of these terms and conditions and any other policies which are displayed in the footer of the site’s home page. We may amend these terms and conditions from time to time and we will notify registered members of the site by email if there are any particularly significant changes. Our relationship is a business to business relationship and the entire agreement between us and content creators comprises of these terms and conditions. Please therefore make sure that you have read and fully understand these terms and conditions before you upload any files to our site.

2. Licence to redistribute and sub-licence your content

By uploading your file to our site, you grant us a non-transferable nonexclusive royalty-free worldwide licence to reproduce your content and the intellectual property rights within it (Your Digital Content) and grant sublicences to distribute copies of the file and the intellectual property rights within it under a suitable licence (the End User Licence) in any territory and until otherwise notified. You can notify us and cancel this licence at any time by deleting the file containing Your Digital Content from your control panel after logging into our website.

Once you have uploaded your file, you will set the sale price and decide whether the price includes or excludes VAT for EU customers. We will then provide you a link to a hosted checkout page which you can use to promote Your Digital Content, with End Users able to purchase copies of Your Digital Content directly from us via that page. When an End User uses your hosted checkout page to purchase a copy of Your Digital Content, we will distribute a copy of Your Digital Content subject to the terms of the End User Licence. You can read the End User Licence here.

3. Payments and our fee

All payments will be made directly to you by the End User via Paypal or Stripe or any other payment gateway we choose to support.

You must have an active Paypal or Stripe account to use our service and you must abide by and adhere to their respective terms, conditions and policies (Paypal terms, Stripe terms) in order to use our site.

Our fee is 5% of the gross sale price of each copy of Your Digital Content, which you agree will be deducted from your Paypal or Stripe account at the point of sale each time a purchase is made through your hosted checkout page by an End User.

4. Your rights, warranties and obligations

You retain all rights (including all intellectual property rights and any derivative works) in, or in relation to, Your Digital Content that are not expressly granted to us under these terms and conditions and you are free to market, sell and promote Your Digital Content directly or via any other digital distribution platform. You are free to implement digital rights management measures into Your Digital Content as you see fit and at your own cost to ensure that Your Digital Content is used within the scope of the rights granted to End Users.

You warrant to us that you have the full power and authority to enter into and perform your obligations under these terms and conditions, and further that Your Digital Content does not infringe the intellectual property rights of any third party. If you discover that Your Digital Content is infringing on the intellectual property rights of any third party, you should immediately delete the file from your dashboard so that no further infringement takes place.

You agree to indemnify us against all claims, liabilities and expenses arising out of any claim that Your Digital Content infringes the rights of any third party in any territory. Any indemnity you provide to us under these terms and conditions only applies to the extent that we promptly notify you in writing of any claim or lawsuit relevant to the indemnity, and we will make no admissions or settlements without your prior written consent.

5. Our rights and obligations

We will not modify Your Digital Content in any way (except for the file's metadata, e.g. date of last modification or access). If in our opinion Your Digital Content infringes or is likely to infringe any intellectual property right of any third party, we may remove the file containing Your Digital Content from our service without providing prior notice to you. We will comply with all applicable laws in performing our rights and obligations under these terms and conditions and we shall obtain, at our own cost, all clearances consents and provisions required in connection with distributing copies of Your Digital Content. This includes dealing with HMRC in respect of the place of supply rules for VAT supplies made within in the European Union.

6. Rights of and restrictions on End Users

When End Users make a purchase of Your Digital Content through your hosted checkout page, they will be presented with the End User Licence agreement which they must agree to before Your Digital Content is delivered to them. The terms of the licence are limited, non-transferable, non-exclusive, non-sublicensable, royalty-free and will require End Users to comply with all applicable laws when using Your Digital Content, state that it is being provided solely for their own personal (i.e. non-commercial) use and prohibit the reproduction or distribution of Your Digital Content.

7. Our service, the hosted checkout page and its availability

The maximum file size you may upload to us is 1 gigabyte. You remain responsible for keeping local backups or copies of your files and you should not regard us as a backup service. We attempt to maintain an uptime of 99.8%. However, due to circumstances that are sometimes beyond our control, interruptions to our services may occur (e.g. through network failures or other external factors).

To the extent permissible by law, we shall not be liable for any direct loss, indirect loss, consequential loss or other damages resulting from any disruptions to any of our services, or as a result of any act or omission by us arising out of or in connection to your use or access to (or inability to use or access) our site.

8. Affiliates and third parties

If you make use of our affiliates service, you should note that any relationship between you and your affiliates is not governed by these terms of use and we are not party to any such relationship. Nothing in these terms of use confers any right on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

9. Changes to these terms and some other stuff

These terms of use may change from time to time at our sole discretion and we reserve the right to make these changes without your consent. Any revised terms of use will be applicable each time you upload a new file, so we encourage you to review them regularly.

Any failure by us to insist upon or enforce any provision of these terms of use shall not be construed as a waiver of any of our rights. If any one of these terms is declared invalid by a court, this will not effect the validity of the remaining terms.

These terms of use are governed by English law and we both agree to submit to the exclusive jurisdiction of the English courts in the event of any dispute.

Last updated: 30 December 2014