Tailscale Main Service Agreement
Last Updated: June 30, 2025
This Main Service Agreement (“MSA”) between the Tailscale entity identified in Schedule A (“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 Services (defined below) pursuant to Order Forms referencing this MSA. This MSA together with all Order Forms, addenda or other terms applicable to you are collectively the “Agreement”. This MSA shall govern your purchases of our Services from the effective date unless otherwise agreed in the Order Form. Each of Tailscale and Customer may also be referred to in the Agreement as a “party” or collectively as the “parties.”
1. Definitions.
Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement.
1.1 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means control of more than fifty percent (50%) of the voting stock or other ownership interest.
1.2 “Customer Data” means any data or information related to the configuration and management of Customer networks created using the Tailscale Solution (each network a “tailnet”) that are generated by or submitted to the Hosted Software by Customer, Permitted Users or Client Endpoints.
1.3 “Documentation” means the online documentation, guidelines and policies provided by Tailscale in relation to the Tailscale Solution, including our service descriptions, Service Level Agreement (the “SLA”), Acceptable Use Policy (the “AUP”), special terms and conditions applicable to particular plans, offers, products or services (the “Special Terms”), technical documentation, user guides and support documentation, and any Updates to any of the foregoing.
1.4 “Integrations” means any software application, functionality, website, product or service that will connect to or integrate with the Tailscale Solution or embed certain functionality into a third party platform or service, including via an API or SDK. Customer and its Permitted Users choose which Integrations to activate with respect to Customer’s use of the Tailscale Solution.
1.5 “Order Form” means an ordering document regarding the Services to be provided under this Agreement that is entered into between Tailscale or any of its Affiliates and Customer, or between Tailscale or any of its Affiliates and any of Customer’s Affiliates.
1.6 “Permitted User” means an individual human who is authorized by Customer to access, use, administer or manage Customer tailnets.
1.7 “Services” means the the products, services and materials provided by Tailscale, including the Tailscale Solution, Tailscale Services and Documentation, and all Updates, modifications, or improvements thereto, that Customer purchases pursuant to an Order Form or otherwise uses. “Services” excludes any Third Party Services (as defined below).
1.8 “Tailscale Services” means the support, onboarding, training, and other specialized services provided by Tailscale to help customers with implementing, using, and optimizing the Tailscale Solution.
1.9 “Tailscale Solution” means the proprietary software systems and services developed, maintained and provided by Tailscale, including: an Internet-accessible hosted software service, including an admin console and coordination server (the “Hosted Software”); application software that is installed or running on Customer or Permitted User devices, services, machines, containers, virtualized environments, web browsers or other “Client Endpoints” (the “Client Software”); and any other software systems or services provided by Tailscale to Customer as and to the extent stated on an Order Form.
1.10 “Traffic” means the Customer records, files, communications, and other content and data that are transmitted over customer channels using the Tailscale Solution.
1.11 “Updates” means any version updates, bug fixes, patches, error corrections, and other similar software, content or service updates to the Services.
1.12 “Usage Data” means any machine-generated data or metadata resulting from the ordinary course operation or use of the Tailscale Solution that are created, collected, derived or discovered by the Tailscale Solution, including telemetry and log data. Usage Data do not include Traffic.
2. Service Terms.
2.1 Services Delivery. In accordance with the terms and conditions of the Agreement, Tailscale shall grant you and your Permitted Users access to and use of the Services as detailed in Documentation and a duly-executed Order Form solely for your internal business purposes. This includes a limited, revocable, worldwide, non-exclusive and non-transferable license to download and use the Client Software on Client Endpoints in connection with your use of the Tailscale Solution. You agree that your purchase of the Services is not contingent on the delivery of any future features, services or functionality, or dependent on any oral or written public comments made by us regarding future features, services or functionality.
2.2 Ownership. The Services and underlying software, methodologies and technologies, and all Updates, improvements and derivatives works to the same, as well as all proprietary and intellectual property rights to the foregoing, are and shall remain the exclusive property of Tailscale or its licensors. Nothing in the Agreement provides Customer with any rights in the foregoing, except the limited rights set forth in this Agreement.
2.3 Restrictions. You may not, directly or indirectly, do or attempt any of the following: commercially exploit any part of the Services; modify, disassemble, decompile, reverse engineer, copy, reproduce, create derivative works from, or otherwise misappropriate or infringe our rights in the Services; frame, mirror, sell, resell, rent or lease use of the Services; damage, tamper with, conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or do anything to cause a disruption of service of the Tailscale Solution; circumvent any security measure or do anything to cause a security breach of the Tailscale Solution; access or use the Services for benchmarking or competitive analysis, or develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services; or access or use the Services for illegal purposes or otherwise in violation of our AUP.
2.4 Customer Responsibilities. You are solely responsible for: reviewing and evaluating whether the Services meet your needs and satisfy your requirements; configuring, managing, updating and maintaining your Customer Data and your tailnet, including configuring security features to restrict access as appropriate for your environment; maintaining your Client Endpoints and providing Internet connectivity to them; timely accepting, installing and using Updates; acquiring, configuring, maintaining and securing your own telecommunications, Internet services, identity provider, and other hardware, software or services required to access and use the Services.
2.5 Unauthorized Use. You will use the Services solely in accordance with the Agreement, our Documentation and applicable laws. You will promptly notify Tailscale of any actual or suspected unauthorized use of the Services. We reserve the right to suspend, deactivate, or replace a Permitted User account if we determine that such account may have been used to violate any applicable law or not in accordance with the Agreement or Documentation. Any breach of the Agreement by your Permitted Users shall be deemed to be a breach by you.
2.6 Third Party Services. The Services may contain, enable or link to third party websites, applications, services or content, including via Integrations (collectively “Third Party Services”). We do not own or operate Third Party Services and cannot guarantee their continued availability or compatibility. We do not warrant or support Third Party Services. We are not responsible for any security breach arising from Third Party Services. If you choose to use an Integration with the Services, you grant us permission to transmit data to the Integration and/or to allow the Integration to access data as necessary for the interoperation of that Integration with the Tailscale Solution.
2.7 Feedback. If you or any of your Permitted Users choose to provide feedback, suggestions, ideas or recommendations about the Services (“Feedback”), we may freely use Feedback without restriction or obligation. We are not obligated to use Feedback, but if we do then it becomes part of the Services and our property. Unless in the context of Research, all Feedback will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of any Feedback, nor will the submitter be entitled to any compensation for our use of their Feedback.
2.8 Research. From time to time you or certain of your Permitted Users may be invited to participate in studies, focus groups, workshops, beta testing, or other research or testing of features, projects, products or services related to the Services, some of which may be experimental or not yet be ready for general release (“Research”). Participation is completely voluntary. We are not forming a partnership, joint venture, agency, or employment relationship with you or your Permitted Users just by virtue of participating in Research. We are under no obligation to generally release the feature or functionality subject to Research, or to provide any special maintenance, technical support, or other service or support for Research. All materials and experiences associated with Research are provided on an "as is" and "as available" basis.
3. Payment.
3.1 Fees. In consideration for the rights granted to Customer and the performance of Tailscale’s obligations under this MSA, Customer agrees to pay Tailscale the amounts set forth in the applicable Order Form (the “Fees”). Except as expressly stated in the Agreement, payments are non-cancelable, non-transferable, non-refundable, and not subject to acceptance.
3.2 Renewals. Unless set forth otherwise in your Order Form, Order Forms will automatically renew for subsequent terms of twelve (12) month periods (each a “Renewal”) unless either party gives written notice of non-renewal at least 30 days prior to the end of the then-relevant Order Form term. During each Renewal Term, the per-unit pricing will increase up to a maximum of 5% above the applicable Order Form pricing in the prior term, unless Tailscale provides you notice of different pricing at least 45 days prior to the applicable Renewal. Notwithstanding anything to the contrary, renewal of any free, complimentary, promotional or one-time priced services will renew at our applicable list price in effect at the time of the applicable Renewal.
3.3 Taxes. The Fees set out in this MSA do not include sales, use, gross receipts, value-added, withholding or other taxes, duties, tariffs, assessments, export/import fees, or similar amounts that are owed as a result of entering into this Agreement under applicable law (collectively “Taxes”). Any applicable Taxes will be set forth separately from Fees on invoices. Customer may provide to Tailscale a valid exemption certificate in which case Tailscale shall not collect the covered Taxes. Customer is responsible for paying all Taxes (except Taxes based on Tailscale’s net income), and will make all payments to Tailscale free and clear of, and without reduction for, Taxes. The parties will cooperate in good faith with respect to their respective Tax related obligations, including providing any documents reasonably requested by the other party to claim a Tax credit or refund.
3.4 Invoices. Tailscale will invoice Customer 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 the 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. Customer may add a purchase order number to an invoice if necessary for its internal payment processing requirements. Customer must notify Tailscale of any disputed amounts within thirty (30) days of the invoice date or will be deemed to have waived its 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 Services and/or charge interest on such past due undisputed amounts, 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 undisputed 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.
3.6 Purchases through Channel Partners. This Section 3.6 applies only if and to the extent you purchase through an authorized reseller or distributor of the Services, a managed services provider, a private offer on a third party marketplace, or similar channel partner (each a “Channel Partner”). Instead of paying Tailscale directly, you will pay applicable amounts to the Channel Partner as agreed between you and the Channel Partner. The amount paid or payable by the Channel Partner to Tailscale on your behalf will be deemed the amount paid or payable by you to Tailscale under the Agreement. Your order details (such as the services purchased and associated Fees) will be as stated in a quote, purchase order or similar document placed by the Channel Partner with Tailscale on your behalf. Tailscale may suspend or terminate your access and use of the Services if we do not receive the corresponding payment from Channel Partner. Unless otherwise specified, Tailscale will issue any refunds or credits to the Channel Partner, who will be solely responsible for issuing the appropriate amounts to you. Channel Partners are not authorized to modify the Agreement or make any promises or commitments on our behalf, and Tailscale is not bound by any obligations to you other than as set forth in the Agreement. Tailscale is not a party to or responsible under any separate agreement between you and Channel Partners, and is not responsible for the acts, omissions, products or services of Channel Partners.
4. Term; Termination.
4.1 Term. This MSA will remain in effect commencing as of the effective date and continuing until the earlier of (i) the natural expiration or termination of all Order Forms under this MSA or (ii) the termination of this MSA by one of the parties as provided herein. The full duration of this MSA is the “Term”.
4.2 Termination for cause. Either party may terminate this MSA or any Order Form (and Tailscale also reserves the right to suspend your access to and use of the Services) upon written notice to the other party if: (a) the other party materially breaches the Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach; (b) the other party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver, or makes an assignment for the benefit of any creditor; or (c) a breach by the other party is not capable of cure. If Customer terminates for cause, Tailscale will refund to you on a pro rata basis any prepaid Fees covering the remainder of your Order Form term after the effective date of termination. If Tailscale terminates for cause, Customer will not be eligible for a refund and will remain liable for all Fees outstanding as of the effective date of termination, including any unpaid Fees covering the remainder of the Order Form term before termination.
4.3 Termination by Tailscale. We reserve the right to terminate this MSA upon written notice to you in the event that we are required to do so by law, in which case we will refund to you any prepaid Fees covering the remainder of your payment period as of the effective date of such termination.
4.4 Effect of termination. Upon termination of this MSA, your right to access and use the Services will immediately end, and you will immediately cease all use of the Services. We will have no further obligation to maintain or provide you with access to the Services, including for transition purposes, and will delete Customer Data pursuant to our standard data retention policies and procedures. The parties also will cease any and all use of Confidential Information belonging to the other party, and return or destroy any such Confidential Information upon request. In no event will any termination or expiration relieve you of your obligation to pay all Fees that have accrued or are otherwise owed. Expiration or termination of this MSA will not limit either party from pursuing any other remedies available to it, including injunctive relief.
4.5 Survival. The rights and obligations of the parties in the following sections will survive expiration or termination of this MSA: Sections 2.2 (Ownership), 2.3 (Restrictions), 3 (Payment), 4.4 (Effect of Termination), 4.5 (Survival), 6 (Confidentiality), 7.3 (Warranty Disclaimer), 9 (Indemnification), 10 (Limitations of Liability), and 12 (Miscellaneous).
5. Data Protection.
5.1 Customer Data. The parties expressly incorporate by reference the Tailscale Data Processing Addendum (the “DPA”) related to the ‘Processing’ of Customer Data, including any ‘Personal Data’ therein. The parties acknowledge and agree that the terms of the DPA, not this Section 5 (Data Protection) or Section 6 (Confidentiality), shall take precedence and govern the parties’ obligations and liabilities with respect to the subject matter of the DPA. All rights in and to Customer Data shall remain the exclusive property of Customer.
5.2 Customer Traffic. Customer and its Permitted Users choose what Traffic to transmit using the Services. Tailscale has no general obligation to monitor, cannot monitor, and does not monitor, the nature of Customer Traffic. Customer is solely responsible for the nature of its Traffic and represents and warrants that its Traffic does not violate applicable law or our AUP. Tailscale does not host, store, access or use Customer Traffic, and will not knowingly make any change to the Services to enable it to do so.
5.3 Usage Data. Tailscale processes Usage Data as an independent data controller or business in accordance with applicable Data Privacy Laws (defined in the DPA) and its Privacy Policy for limited internal business purposes related to the ongoing operation, development and protection of the Services. Customer acknowledges and agrees that such purposes are compatible with, reasonably necessary, and proportionate to providing the Services to Customer. Tailscale may also process de-identified or aggregated Usage Data (“De-Identified Data”) for purposes of improving and marketing the Services, including developing or publishing information, insights or reports related to the Services provided that Customer and Permitted Users cannot be identified.
5.4 Shared Responsibility Model. You acknowledge and agree that securing the Services requires both parties to share in the burden of responsibility of adopting and maintaining a variety of administrative, technical, physical, and organizational measures designed to protect the Services against accidental or unlawful destruction, loss, alteration, disclosure or access (collectively “Security Measures”). Our commitments regarding Security Measures are described in the DPA. We further commit that we will not knowingly introduce into the Services any viruses, worms, time bombs, Trojan horses or other malicious code that might harm, or any “copyleft” open source license that would require the open licensing of, any Customer Data, Traffic or Customer systems. You will adopt appropriate Security Measures to harden and protect your data, systems and tailnet(s), including those identified in Section 2.4 above (Customer Responsibilities).
6. Confidentiality.
The provisions of this clause shall supersede any non-disclosure agreement by and between the parties entered prior to this Agreement with respect to the subject matter hereto, provided, however, that any information disclosed under that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this Agreement as if this Agreement had been in place at the time of such disclosure.
6.1 Definition. “Confidential Information” means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Tailscale Confidential Information includes: the software for the Tailscale Solution, whether in source or executable code; Research (as defined in Section 2.8) materials and information; nonpublic business, product, marketing, pricing and sales information; audit materials and reports; internal policies, procedures and controls; and the results of any performance tests of the Tailscale Solution. Confidential Information does not include any information that: (i) is or becomes generally known to the public through no breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the disclosing party; or (iv) is independently developed by the receiving party.
6.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The receiving party will: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care); (b) not use or disclose any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement; and (c) limit access to Confidential Information of the disclosing party, except as otherwise authorized by the disclosing party in writing, to only those employees, agents and contractors (including its Affiliates, legal counsel, auditors and accountants) who (i) need that access for purposes consistent with the Agreement and (ii) are bound to obligations of confidentiality that are not materially less protective of the Confidential Information than those contained in this MSA. Upon the expiration or termination of this MSA, the receiving party shall have no further rights to the disclosing party’s Confidential Information and shall promptly destroy all materials (whether maintained electronically or otherwise) containing such information, together with all copies thereof in whatever form; provided however that the receiving party may retain copies for archival purposes as required by applicable law or to the extent such copies are electronically stored in accordance with the receiving party’s document retention or back-up policies or procedures. The receiving party’s obligations relating to protection of Confidential Information under this MSA shall continue for three (3) years following the expiration or termination of this Agreement, except that in the case of Confidential Information that is a trade secret under applicable law, the obligations of confidentiality shall continue for so long as such Confidential Information remains a trade secret.
6.3 Compelled disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by any competent court or governmental agency. Before disclosing such information, the receiving party must (if permitted by law) provide the disclosing party with sufficient advance notice of the request for the information to enable the disclosing party to exercise, at its own cost, any rights it may have to challenge or limit the request to receive such Confidential Information. If the receiving party is compelled by law to disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to that Confidential Information.
6.4 Availability of injunctive relief. The parties acknowledge that disclosure of any Confidential Information in violation of this Section 6 may give rise to irreparable injury to the owner of such information that is not adequately compensated by damages. Accordingly, each party will be entitled to seek equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 6, in addition to any other legal remedies which may be available.
7. Warranties & Disclaimers.
7.1 Mutual warranties. Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of its relevant jurisdiction; (b) it has the full right, power and authority to enter into this MSA and perform its obligations hereunder; (c) this MSA is a valid and binding obligation of such party; and (d) it will comply with all applicable laws and regulations with respect to its activities hereunder.
7.2 Limited product warranty. Tailscale represents and warrants that: (a) the Tailscale Solution will operate in material and substantial conformity with the Documentation; and (b) Tailscale will not materially decrease the overall functionality of the Tailscale Solution during each Order Form term; ((a)-(b) collectively the “Limited Product Warranty”). If Customer notifies Tailscale of a breach of the Limited Product Warranty, Tailscale will correct the nonconformity. The foregoing constitutes Customer’s sole and exclusive remedy for any breach of the Limited Product Warranty. The Limited Product Warranty will not apply to any events, systems, software, devices or other circumstances outside Tailscale’s reasonable control (including Third Party Services) or if Customer uses the Tailscale Solution in an unlawful manner or not in accordance with the Agreement or our Documentation.
7.3 Warranty disclaimer. Except as expressly provided for in the Agreement, and to the maximum extent permitted by law, the Services are provided warranty free, on an "as is" and "as available" basis. We make no further representations, warranties, guarantees or conditions of any kind, whether express, implied, collateral or statutory, including any warranties of merchantability, merchantable quality, compatibility, title, security, reliability, non-infringement, accuracy, quality, completeness, quiet enjoyment, integration or fitness for a particular purpose or use. We further disclaim any and all representation, warranties, guarantees or conditions arising out of course of dealing or usage of trade. We further disclaim any and all representations, warranties, guarantees or conditions as to compliance with applicable laws and regulations if such compliance may compromise the security, confidentiality, integrity, availability or reliability of the Services, as determined by us in our sole discretion. Some jurisdictions, including the Province of Quebec, do not allow the limitation or exclusion of certain warranties, or the exclusion or limitation of certain damages. If you reside in one of those jurisdictions, the above limitations or exclusions may not apply to you.
8. 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 B, 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. 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.
9. Indemnification.
9.1 Indemnification by Tailscale. Tailscale will defend Customer and its Affiliates, and each of their respective officers, directors, employees, agents, successors and assigns, against any claim, demand, suit or proceeding made or brought against Customer by a third party (other than a Customer Affiliate) alleging that the Tailscale Solution infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Tailscale in writing of, a Claim Against Customer. In the event that our right to provide the Tailscale Solution is threatened or enjoined, we may in our sole discretion either obtain the right to continue providing the Tailscale Solution, or replace or modify the Tailscale Solution so that it becomes non-infringing, or, if such remedies are not reasonably available, terminate this MSA upon thirty (30) days written notice without liability to you and refund any prepaid Fees covering the Tailscale Solution on a pro-rata basis following the effective date of such termination. The above defense and indemnification obligations will not apply to the extent a Claim Against Customer arises from: (i) Customer’s use of the Tailscale Solution in violation of the AUP; (ii) the nature of Customer Traffic; (iii) Customer’s failure to timely install or use Updates when the Tailscale Solution would not infringe had such Updates been so installed or used; (iv) Customer’s instructions, specifications or requirements to Tailscale; (v) Customer’s combination of the Tailscale Solution with any other software, system, equipment, component, process or material not provided by Tailscale, when the Tailscale Solution would not infringe but for such combination; or (vi) Customer’s use of the Tailscale Solution not in accordance with the Agreement or Documentation.
9.2 Indemnification by Customer. Customer will defend Tailscale and its Affiliates, and each of their officers, directors, employees, agents, successors and assigns, against any claim, demand, suit or proceeding made or brought against Tailscale by a third party (other than a Tailscale Affiliate) arising from: (a) Customer’s use of the Services in violation of the AUP; or (b) the nature of Customer Traffic; ((a)-(b) each a “Claim Against Tailscale”); and will indemnify Tailscale from any damages, attorney fees and costs finally awarded against Tailscale as a result of, or for any amounts paid by Tailscale under a settlement approved by Customer in writing of, a Claim Against Tailscale.
9.3 Indemnification procedures. Each party’s respective defense and indemnification obligations are contingent upon: (a) the indemnified party providing the defending party with prompt written notice of an eligible claim (no more than thirty (30) days after receipt of notice of the claim), as well as reasonable cooperation, assistance and information in the defense and settlement of any claim; and (b) the defending party having sole authority to defend or settle such claim (provided that the defending party will not enter into a settlement that is not confidential, requires an admission of fault, or imposes non-monetary relief without the indemnified party’s prior written consent, which shall not be unreasonably withheld). The indemnified party will have the right to participate in the defense with counsel of its own choosing at its own expense, provided that such representation does not interfere with the defending party’s right to control the defense.
9.4 Exclusive remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section notwithstanding anything to the contrary in this MSA.
10. Limitation of Liability.
The following provisions have been negotiated by the parties and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
10.1 Except for the Excluded Liabilities (defined below), notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by law, in no event shall either party be liable to the other party for any indirect, incidental, special, exemplary, consequential, or punitive damages, whether or not such party has been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability), or otherwise. Some jurisdictions, including the Province of Quebec, do not allow the exclusion or limitation of certain damages. If you reside in one of those jurisdictions, the above limitations or exclusions may not apply to you.
10.2 Except for the Excluded Liabilities, notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by law, in no event shall either party’s aggregate liability to the other in connection with the Agreement or Customer’s access to and use of the Services exceed the total fees paid or payable by Customer for the Services under which the claim arose in the twelve (12) month period preceding the claim or action, regardless of the form or theory of the claim or action. For greater certainty, the existence of one or more claims under the Agreement will not increase this maximum liability amount.
10.3 For purposes of this Section 10, the “Excluded Liabilities'' are any liabilities arising from: (a) indemnification obligations under Section 9 (Indemnification); (b) breach of Section 6 (Confidentiality); (c) breach of Section 2.3 (Restrictions); (d) Customer’s obligation to pay all outstanding Fees; or (e) a party’s gross negligence, willful misconduct or fraud.
11. Trade Compliance.
11.1 Sanctions and Export Controls. In connection with this MSA, each party agrees to comply with: all relevant export and import laws; and all laws relating to embargoes or sanctions, including the lists of specially designated persons maintained by the United Nations Security Council, the Canadian Government, the United States Government, the European Union or its member states, or other applicable government authority (collectively “Sanctions”). By accessing and using the Services, you represent, warrant, and covenant that you and your Permitted Users are not on any Sanctions list or owned or controlled by any such person. Any attempt to access or use the Services in breach of the foregoing is considered a material breach of this MSA. We reserve full rights to change or limit access to the Services to ensure compliance with applicable laws and regulations.
11.2 US Government Customers. The Tailscale Solution is deemed a “commercial item” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Tailscale Solution by the U.S. government will be governed solely by the terms of this Agreement and all other use is prohibited.
11.3 EU Financial Entity Customers. For Clients who qualify as a Financial Entity within the meaning of article 2(2) of the EU Digital Operational Resilience Act (DORA), the terms outlined in the DORA Addendum shall be automatically applicable, as from 17th January 2025 (DORA application date) and are expressly incorporated by reference.
12. Miscellaneous.
12.1 Evaluation Periods. Tailscale may, in its sole discretion, make certain features or services available to you free of charge solely for evaluation, trial, proof of concept or similar purposes for a limited period of time (the “Evaluation Periods”). Notwithstanding anything in this MSA to the contrary: (a) Tailscale reserves the right to terminate Evaluation Periods at any time for any reason; (b) neither the SLA nor any of the representations and warranties set forth in the Agreement apply to or during Evaluation Periods; and (c) Tailscale’s aggregate liability to you in connection with Evaluation Periods shall not exceed $100.
12.2 Modifications. From time to time, Tailscale may revise this MSA or the other documents comprising the Agreement. Unless otherwise specified by Tailscale, changes become effective for Customer upon renewal of the then-current Order Term or upon the effective date of a new Order Form after the updated version of the terms go into effect. Tailscale will use reasonable efforts to notify Customer of material changes through communications via Customer’s account, email or other means, and Customer may be required to click to accept or otherwise agree to the updated terms before renewing an Order Form or upon the effective date of a new Order Form. Continued use of the Services after the updated terms go into effect will constitute Customer’s acceptance of such updated version.
12.3 Assignment. Neither party may assign or transfer this MSA, in whole or in part, without the prior written consent of the other party (not to be unreasonably withheld) except in the event of either: (1) the direct or indirect acquisition of either (a) the majority of voting stock of such party or (b) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (2) the merger of such party with another entity. Any attempted assignment or transfer in violation of this Section 12.3 will be null and void. Subject to the foregoing restrictions, this MSA will inure to the benefit of the parties’ successors and permitted assigns.
12.4 Notice. Unless otherwise specified: notice to Tailscale must be in writing and sent by email to legal@tailscale.com; and notice to Customer will be in writing and sent to the admin email address associated with Customer’s account. You are solely responsible for keeping your contact information on file with Tailscale current at all times during the Term. Notice will be deemed given and received on the business day following the day of actual delivery of the email, unless there is a specific notification that it was not received on the day of actual delivery thereof (ex a bounce back). Nothing herein shall constitute a waiver of formal requirements for service of process for initiating litigation or arbitration.
12.5 Force Majeure. Tailscale will not be liable for any failure or delay in the performance of our obligations on account of any events beyond our reasonable control that make it impossible or commercially impracticable for us to perform our obligations hereunder, including strikes or other labor problems, material shortages, epidemics, pandemics, civil unrest, riots, insurrection, explosions, ISP blocks, denial-of-service attacks, telecommunications or other utility failures, natural disasters, or acts of God, war, terrorism, or government (a “Force Majeure Event”); provided that Tailscale uses reasonable efforts, under the circumstances, to notify Customer of the existence of the Force Majeure Event and works to resume performance as soon as possible.
12.6 Publicity. You grant us the right to use your name and logo solely to refer to you as one of our customers for marketing or promotional purposes, including on our website and in marketing materials. We will adhere to any trademark guidelines that you provide to us, and any goodwill that arises from our use of your name or logo will inure solely to your benefit. You may terminate the foregoing license at any time following termination of the Agreement by providing us with thirty (30) days’ written notice, upon which we will promptly cease use, provided that our right to use any pre-printed materials will continue until the supply of such materials is exhausted.
12.7 No third party beneficiaries. The Agreement is intended for the sole and exclusive benefit of the parties; there are no third party beneficiaries, and only the parties may enforce the Agreement.
12.8 Relationship of the parties. Nothing in the Agreement will be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
12.9 Waiver and severability. The waiver by either party of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach. The Agreement operates to the fullest extent permissible by law. In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
12.10 Titles and headings. The section titles and headings are for convenience only and have no legal or contractual effect. The word “will” shall be construed to have the same meaning as “shall.” The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” The word “or” will not be exclusive. The phrase “to the extent” will be construed to mean the degree to which a subject or other matter extends, and such a phrase will not simply mean “if.” Where a word is defined herein, references to the singular will include references to the plural and vice versa. All references to “days” will be deemed to refer to calendar days unless otherwise specifically provided. All references to “$” and “dollars” will be deemed to refer to United States currency unless otherwise specifically provided. All references to individual webpage URLs will be deemed to refer to the webpage or its successor webpage URLs.
12.11 Customer Affiliates. Permitted Users of Customer Affiliates may use the Services as Permitted Users of Customer. In such a case, Customer shall remain fully responsible for such Affiliates’ acts and omissions under the Agreement. Alternatively, a Customer Affiliate may enter into its own Order Form(s) as mutually agreed with Tailscale. In this alternative case, by entering into a separate Order Form your Affiliate agrees to be bound by the terms of this MSA and treated as the “Customer.” Neither Customer nor any of its Affiliates have any rights under each other’s Order Forms, and a breach or termination of any Order Form is not a breach nor termination under any other.
12.12 Entire agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, written or oral, concerning its subject matter. Notwithstanding any language to the contrary, no terms or conditions stated in any software, onboarding, support, marketing or other materials, will be incorporated into or form any part of the Agreement, and all such supposed terms or conditions shall be null and void.
12.13 Order of precedence. To the extent of any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence will apply: (1) any applicable Order Forms; (2) the DPA, SLA, DORA Addendum and Special Terms, each of the foregoing only if and as applicable to you; and (3) this MSA. Any terms and conditions stated on a purchase order or similar document issued by Customer for payment purposes shall be null and void.
12.14 English language. It is the express wish of the parties that the Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
12.15 Execution. The parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. The parties will be bound by signatures made by hand or electronic means, which may be transmitted to the other party by mail, hand delivery, email and/or any electronic method and will have the same binding effect as any original ink signature.
SCHEDULE A: Tailscale Entity
| Existing customer accounts as of September 2, 2024 | Tailscale Inc., a Canadian business corporation with registered address at 100 King Street West, Suite 6200, Toronto, ON M5X 1B8, Canada |
| New customer accounts on or after September 3, 2024 | Tailscale US Inc., a Delaware corporation with registered address at 447 Sutter St Ste 405 #543, San Francisco, CA 94108, USA |
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: |
|---|---|---|
| The USA, Mexico, or any country in Central or South America or the Caribbean | New York, USA, and controlling United States federal law | Courts located in New York County, New York, USA |
| Canada | Ontario, Canada, and controlling Canadian federal law | Courts located in Toronto, Ontario, Canada |
| Any country in Europe, the Middle East, Asia or Africa | England and Wales | Courts located in London, England |