diff --git a/msa/index.md b/msa/index.md index db9cee4..700cc5d 100644 --- a/msa/index.md +++ b/msa/index.md @@ -8,9 +8,9 @@ description: > # Tailscale Main Service Agreement -Last Updated: August 1, 2024 +Last Updated: September 3, 2024 -This Main Service Agreement (“**MSA**”) between Tailscale Inc. (“**Tailscale**,” “**we**,” “**our**” or “**us**”) and the customer identified in the relevant Order Form (defined below) (“**Customer**,” “**you**” or “**your**”) permits such Customer to purchase the Tailscale Solution (defined below) pursuant to Order Forms referencing this MSA. This MSA together with the [Data Processing Addendum](https://tailscale.com/dpa) and all applicable Order Forms and [Special Terms](https://tailscale.com/special-terms) collectively comprise the “**Agreement**” between you and Tailscale. This MSA shall govern your purchases of the Tailscale Solution from the effective date unless otherwise agreed in the Order Form. Each of Tailscale and you may also be referred to in the Agreement as a “**party**” or collectively as the “**parties.**” +This Main Service Agreement (“**MSA**”) between the Tailscale entity identified in [Schedule A](#schedule-a-tailscale-entity) (“**Tailscale**,” “**we**,” “**our**” or “**us**”) and the customer identified in the relevant Order Form (defined below) (“**Customer**,” “**you**” or “**your**”) permits such Customer to purchase the Tailscale Solution (defined below) pursuant to Order Forms referencing this MSA. This MSA together with the [Data Processing Addendum](https://tailscale.com/dpa) and all applicable Order Forms and [Special Terms](https://tailscale.com/special-terms) collectively comprise the “**Agreement**” between you and Tailscale. This MSA shall govern your purchases of the Tailscale Solution from the effective date unless otherwise agreed in the Order Form. Each of Tailscale and you may also be referred to in the Agreement as a “**party**” or collectively as the “**parties.**” ## 1. Definitions. @@ -58,7 +58,7 @@ Some capitalized terms are defined in this Section 1 and others are defined cont 3.3 *Taxes*. The Fees set out in this MSA do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes (collectively “**Taxes**”). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this MSA, other than Taxes based on the net income or profits of Tailscale. If Customer is a tax-exempt entity or claims exemption from any Taxes hereunder, Customer will provide a certificate of exemption upon agreement to this MSA and, after receipt of valid evidence of exemption, Tailscale will not charge Customer any Taxes from which Customer is exempt. - 3.4 *Invoices*. Tailscale will invoice you as of the first day of each payment period for the Fees and Taxes due for that payment period, as set forth in the applicable Order Form. Unless set forth otherwise in your Order Form, all invoices are issued in United States dollars, all payment periods are on an annual basis, and each invoice is due and payable thirty (30) days from the invoice date according to the payment instructions provided on the invoice. You may add a purchase order number to an invoice, if necessary for your internal payment processing requirements. If Customer disputes any amount set forth in any invoice, you must notify Tailscale within fifteen (15) days of the invoice date or you will be deemed to have waived your right to dispute such amount. The parties agree to work in good faith to resolve any payment dispute. + 3.4 *Invoices*. Tailscale will invoice you as of the first day of each payment period for the Fees and Taxes due for that payment period, as set forth in the applicable Order Form. Invoices may be issued by a Tailscale Affiliate. Unless set forth otherwise in your Order Form, all invoices are issued in United States dollars, all payment periods are on an annual basis, and each invoice is due and payable thirty (30) days from the invoice date according to the payment instructions provided on the invoice. You may add a purchase order number to an invoice, if necessary for your internal payment processing requirements. If Customer disputes any amount set forth in any invoice, you must notify Tailscale within fifteen (15) days of the invoice date or you will be deemed to have waived your right to dispute such amount. The parties agree to work in good faith to resolve any payment dispute. 3.5 *Delinquent Accounts*. In the event of late payments or non-payments of undisputed amounts (collectively, “**Delinquent Accounts**”), Tailscale reserves the right to suspend Customer’s access to and use of the Tailscale Solution and/or charge interest on such past-due amounts until those amounts are paid in full, to be decided by us in our sole discretion. If, after working in good faith with the Customer, Tailscale is not successful in resolving the Delinquent Account, any interest will accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Tailscale. Customer will reimburse Tailscale for the reasonable costs of collection, including reasonable fees and expenses of attorneys. @@ -114,7 +114,7 @@ Some capitalized terms are defined in this Section 1 and others are defined cont ## 10. Disputes; Choice of Law. - To the extent permitted by applicable law, the Agreement will be governed by and interpreted in accordance with the internal laws of the jurisdictions specified in [Schedule A](#schedule-a-choice-of-law), without regard to conflicts of laws principles. In the event of any controversy or claim arising out of or relating to the Agreement, or its breach or interpretation, the parties will submit to the exclusive jurisdiction of and venue in the applicable courts or arbitration bodies specified in [Schedule A](#schedule-a-choice-of-law). Each party waives all defenses of lack of personal jurisdiction and inconvenient forum. Notwithstanding the foregoing, this choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. **The parties hereby waive their right to jury trial with respect to all claims and issues arising under, in connection with, touching upon or relating to the Agreement.** + To the extent permitted by applicable law, the Agreement will be governed by and interpreted in accordance with the internal laws of the jurisdictions specified in [Schedule B](#schedule-b-choice-of-law), without regard to conflicts of laws principles. In the event of any controversy or claim arising out of or relating to the Agreement, or its breach or interpretation, the parties will submit to the exclusive jurisdiction of and venue in the applicable courts or arbitration bodies specified in [Schedule B](#schedule-b-choice-of-law). Each party waives all defenses of lack of personal jurisdiction and inconvenient forum. Notwithstanding the foregoing, this choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. **The parties hereby waive their right to jury trial with respect to all claims and issues arising under, in connection with, touching upon or relating to the Agreement.** ## 11. Indemnification. @@ -173,7 +173,12 @@ Some capitalized terms are defined in this Section 1 and others are defined cont ___ -# SCHEDULE A: Choice of Law +# SCHEDULE A: Tailscale Entity + +| Existing customer accounts as of September 2, 2024 | Tailscale Inc., a Canadian business corporation | +| New customer accounts, or accounts with Plan upgrades or changes, on or after September 3, 2024 | Tailscale US Inc., a Delaware corporation | + +# SCHEDULE B: Choice of Law | If the Customer’s address in the Order Form is in: | The governing law is that of: | The courts or arbitration bodies having exclusive jurisdiction are: | |:----|:----|:----| diff --git a/terms/index.md b/terms/index.md index 6b0ba10..b09ef0d 100644 --- a/terms/index.md +++ b/terms/index.md @@ -6,7 +6,7 @@ description: > These Tailscale Terms of Service (together with the Order Form, this "Agreement") govern Customer's access to and use of the Tailscale Solution. This Agreement forms a binding legal agreement between Tailscale Inc. and Customer. --- -Last updated: August 1, 2024 +Last updated: September 3, 2024 These are the standard Terms of Service (the “**Terms**”) applicable to all customers that purchase the Tailscale Solution through the Tailscale Platform (both as defined below) or other online purchasing mechanism and not pursuant to an Order Form (collectively “**Self-Serve customers**”), and all customers that use Tailscale Solution under a free trial or free Plan (defined below) (collectively “**Free customers**”). @@ -16,7 +16,7 @@ Please read these Terms carefully as they affect your legal rights. By creating 1. **Definitions.** - Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement. For purposes of the Agreement, “**Tailscale**,” “**we**,” “**our**” or “**us**” means Tailscale Inc. and “**Customer**”, “**you**” or “**your**” means you, the individual or entity that is purchasing, accessing or using the Tailscale Solution, and can mean either Self-Service customers or Free customers as the context dictates. If you are purchasing or using the Tailscale Solution on behalf of your company or using a company domain, all references to “you” reference such company. Each of Tailscale and you may also be referred to in the Agreement as a “party” or collectively as the “parties.” + Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement. For purposes of the Agreement, “**Tailscale**,” “**we**,” “**our**” or “**us**” means Tailscale Inc. and “**Customer**”, “**you**” or “**your**” means the Tailscale entity identified in [Schedule A](#schedule-a) below, the individual or entity that is purchasing, accessing or using the Tailscale Solution, and can mean either Self-Service customers or Free customers as the context dictates. If you are purchasing or using the Tailscale Solution on behalf of your company or using a company domain, all references to “you” reference such company. Each of Tailscale and you may also be referred to in the Agreement as a “party” or collectively as the “parties.” 1.1 “**Affiliate**” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party. @@ -64,7 +64,7 @@ This Section 3 only applies to Self-Serve customers. 3.3 *Taxes.* The Fees set out in these Terms do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes (collectively “**Taxes**”). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms, other than Taxes based on the net income or profits of Tailscale. If Customer is a tax-exempt entity or claims exemption from any Taxes hereunder, Customer will provide a certificate of exemption upon agreement to these Terms and, after receipt of valid evidence of exemption, Tailscale will not charge Customer any Taxes from which Customer is exempt. -3.4 *Invoices.* Unless set forth otherwise in our Documentation or your invoice, Tailscale will invoice you as of the first day of each payment period for the Fees and Taxes due for the prior payment period. Unless set forth otherwise in your invoice, all invoices are issued in United States dollars, and each invoice is due and payable thirty (30) days from the invoice date according to the payment instructions provided on the invoice. You agree that we may invoice you for any unpaid Fees at any time during the payment period. You may add a purchase order number to an invoice, if necessary for your internal payment processing requirements. If Customer disputes any amount set forth in any invoice, you must notify Tailscale within fifteen (15) days of the invoice date or you will be deemed to have waived your right to dispute such amount. The parties agree to work in good faith to resolve any payment dispute. +3.4 *Invoices.* Unless set forth otherwise in our Documentation or your invoice, Tailscale will invoice you as of the first day of each payment period for the Fees and Taxes due for the prior payment period. Invoices may be issued by a Tailscale Affiliate. Unless set forth otherwise in your invoice, all invoices are issued in United States dollars, and each invoice is due and payable thirty (30) days from the invoice date according to the payment instructions provided on the invoice. You agree that we may invoice you for any unpaid Fees at any time during the payment period. You may add a purchase order number to an invoice, if necessary for your internal payment processing requirements. If Customer disputes any amount set forth in any invoice, you must notify Tailscale within fifteen (15) days of the invoice date or you will be deemed to have waived your right to dispute such amount. The parties agree to work in good faith to resolve any payment dispute. 3.5 *Delinquent Accounts.* In the event of late payments or non-payments of undisputed amounts (collectively, “**Delinquent Accounts**”), Tailscale reserves the right to suspend Customer’s access to and use of the Tailscale Solution and/or charge interest on such past-due amounts until those amounts are paid in full, to be decided by us in our sole discretion. If, after working in good faith with the Customer, Tailscale is not successful in resolving the Delinquent Account, any interest will accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Tailscale. Customer will reimburse Tailscale for the reasonable costs of collection, including reasonable fees and expenses of attorneys. @@ -126,9 +126,9 @@ Tailscale may refer to you as one of Tailscale’s customers for marketing or pr 10.1 *Choice of law.* If you are an individual using the Tailscale Solution for personal or household purposes and a resident of Quebec, the Agreement will be governed by and interpreted in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, and the parties will each attorn to the jurisdiction of the courts of Quebec. Otherwise, to the extent permitted by applicable law, the Agreement will be governed by and interpreted in accordance with the internal laws of the State of New York, USA, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. -10.2 **Free customers and customers using the Tailscale Solution for personal or household purposes. All Free customers and customers using the Tailscale Solution for personal or household purposes are subject to the terms of [Schedule A](#schedule-a) attached to these Terms, including, with limited exceptions, the binding arbitration requirements and class action waiver described in Schedule A. Please read Schedule A carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court. Some jurisdictions, including the Province of Quebec, do not allow binding arbitration or the disclaimer of class action rights. Accordingly, some of the terms in Schedule A may not apply to you or be enforceable with respect to you.** +10.2 **Free customers and customers using the Tailscale Solution for personal or household purposes. All Free customers and customers using the Tailscale Solution for personal or household purposes are subject to the terms of [Schedule B](#schedule-b) attached to these Terms, including, with limited exceptions, the binding arbitration requirements and class action waiver described in [Schedule B](#schedule-b). Please read [Schedule B](#schedule-b) carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court. Some jurisdictions, including the Province of Quebec, do not allow binding arbitration or the disclaimer of class action rights. Accordingly, some of the terms in [Schedule B](#schedule-b) may not apply to you or be enforceable with respect to you.** -10.3 *Self-Serve customers using the Tailscale Solution for business purposes.* Schedule A will not apply to Self-Serve customers using the Tailscale Solution for business purposes. In the event of any controversy or claim arising out of or relating to the Agreement, or its breach or interpretation, to the extent permitted by applicable law, Tailscale and all Self-Serve customers using the Tailscale Solution for business purposes will submit to the exclusive jurisdiction of and venue in state or federal courts located in New York County, New York, USA. Each party waives all defenses of lack of personal jurisdiction and inconvenient forum. Notwithstanding the foregoing, this choice of jurisdiction does not prevent either party from: (i) electing to have any claims resolved in small claims court for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) seeking injunctive relief with respect to a violation of its intellectual property rights in any appropriate jurisdiction (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; or (iii) seeking a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. The parties hereby waive their right to jury trial with respect to all claims and issues arising under, in connection with, touching upon or relating to the Agreement. +10.3 *Self-Serve customers using the Tailscale Solution for business purposes.* [Schedule B](#schedule-b) will not apply to Self-Serve customers using the Tailscale Solution for business purposes. In the event of any controversy or claim arising out of or relating to the Agreement, or its breach or interpretation, to the extent permitted by applicable law, Tailscale and all Self-Serve customers using the Tailscale Solution for business purposes will submit to the exclusive jurisdiction of and venue in state or federal courts located in New York County, New York, USA. Each party waives all defenses of lack of personal jurisdiction and inconvenient forum. Notwithstanding the foregoing, this choice of jurisdiction does not prevent either party from: (i) electing to have any claims resolved in small claims court for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) seeking injunctive relief with respect to a violation of its intellectual property rights in any appropriate jurisdiction (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; or (iii) seeking a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. The parties hereby waive their right to jury trial with respect to all claims and issues arising under, in connection with, touching upon or relating to the Agreement. 10.4 *Statute of limitations.* Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Tailscale Solution or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. @@ -186,9 +186,16 @@ In connection with these Terms, each party agrees to comply with: all relevant e # Schedule A +## Tailscale Entity + +| Existing customer accounts as of September 2, 2024 | Tailscale Inc., a Canadian business corporation | +| New customer accounts, or accounts with Plan upgrades or changes, on or after September 3, 2024 | Tailscale US Inc., a Delaware corporation | + +# Schedule B + ## Dispute Resolution, Binding Arbitration, and Class Action Waiver -**This Schedule A applies to Free customers and customers using the Tailscale Solution for personal or household purposes. Please read this Schedule A carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court. Some jurisdictions, including the Province of Quebec, do not allow binding arbitration or the disclaimer of class action rights. Accordingly, some of the following terms may not apply to you or be enforceable with respect to you.** +**This Schedule B applies to Free customers and customers using the Tailscale Solution for personal or household purposes. Please read this Schedule B carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court. Some jurisdictions, including the Province of Quebec, do not allow binding arbitration or the disclaimer of class action rights. Accordingly, some of the following terms may not apply to you or be enforceable with respect to you.** 1. *Initial Dispute Resolution.* Our Support team is available to address any concerns you may have regarding the Tailscale Solution. Our Support team can resolve most concerns quickly to your satisfaction. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration. @@ -212,8 +219,8 @@ The parties understand that, absent this mandatory provision, they would have th 6. *30-Day Right to Opt Out.* You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the Tailscale Legal team at legal@tailscale.com. The notice must be sent within 30 days of the effective date of the Agreement, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Tailscale also will not be bound by them. -7. *Changes to this Schedule.* Tailscale will provide 30 days’ notice of any changes to this Schedule A. Changes will become effective on the 30th day. If you continue to use our websites or the Tailscale Solution after the 30th day, you agree that any unfiled claims of which Tailscale does not have actual notice are subject to the revised clause. +7. *Changes to this Schedule.* Tailscale will provide 30 days’ notice of any changes to this Schedule B. Changes will become effective on the 30th day. If you continue to use our websites or the Tailscale Solution after the 30th day, you agree that any unfiled claims of which Tailscale does not have actual notice are subject to the revised clause. 8. *Other disputes.* For any dispute not subject to arbitration you and Tailscale agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in New York, NY. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. -Notwithstanding the foregoing, if you are a Free customer, an individual using the Tailscale Solution for personal or household purposes, and a resident of the Province of Quebec, any claim or dispute relating to the Tailscale Solution or these Terms that is not resolved under the arbitration requirements of this Schedule A, not subject to the exceptions to arbitration set out in Section 5 above, and not resolved through the informal dispute resolution procedure set out in Section 1 above will be resolved by a court of competent jurisdiction located in the Province of Quebec. +Notwithstanding the foregoing, if you are a Free customer, an individual using the Tailscale Solution for personal or household purposes, and a resident of the Province of Quebec, any claim or dispute relating to the Tailscale Solution or these Terms that is not resolved under the arbitration requirements of this Schedule B, not subject to the exceptions to arbitration set out in Section 5 above, and not resolved through the informal dispute resolution procedure set out in Section 1 above will be resolved by a court of competent jurisdiction located in the Province of Quebec.