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Last Updated: January 31, 2025

This Channel Partner Agreement (“C�ʴ�”) is entered into by and between ������Ƶ US Inc. (“T����������������,” “w��,” ※��ܰ�” or ��в�”) and the Reseller, Distributor and/or MSP identified in the relevant Purchasing Document (“P�����ٲԱ��”, ′�dz�” or ′�dzܰ�”). This CPA authorizes you to resell, market, promote and/or purchase the ������Ƶ Solution to or on behalf of Customers pursuant to Purchasing Documents referencing this CPA.

1. Definitions. Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the CPA. For purposes of this CPA, “P�����ٲԱ��”, ′�dz�” or ′�dzܰ�” can mean either “Reseller,” ��ྱ���ٰ������ܳٴǰ�” or “M����” as the context dictates. Each of ������Ƶ and you may also be referred to in the CPA as a “Party” or collectively as the “Parties.”

   1.1 “A�ڴھ��������ٱ�” means any entity which directly or indirectly controls, is controlled by, or is under common control with a Party.

   1.2 “C�ܲ��ٴdz����” means the person or entity that is purchasing the ������Ƶ Solution through Partner (or a Distributor’s Reseller, if applicable) and will ultimately access and use the ������Ƶ Solution through Partner.

   1.3 ��ྱ���ٰ������ܳٴǰ�” means a Partner that promotes, licenses, or distributes the ������Ƶ Solution to Resellers or MSPs. Distributors shall solely sell the ������Ƶ Solution to a Reseller for further sale to Customers and never sell directly to Customers.

   1.4 ���dz��ܳ���Գٲ��پ��Dz�” means the online documentation, guidelines and policies provided by ������Ƶ in relation to the ������Ƶ Solution, including our service descriptions, Service Level Agreement (the ��ٳ���,” available at tailscale.com/sla), acceptable use policies, technical documentation, user guides and support documentation and any Updates thereto.

   1.5 “Managed Services” means any value-added services related to the ������Ƶ Solution offered by a Partner to its Customers, including administration, management, billing, or support.

   1.6 “M����” means the ������Ƶ Main Service Agreement available at tailscale.com/msa.

   1.7 “M����” means a Partner that sells and provides Managed Services to and on behalf of any Customer.

   1.8 “Permitted User” means an individual human who is authorized by Partner or Customer (as applicable) to access and use the ������Ƶ Solution.

   1.9 “Purchasing Document” means either an Order Form, Quote or Purchase Order as the context dictates.

   1.9.1 “Order Form” means an ordering document regarding the ������Ƶ Solution to be provided under this CPA that is entered into between ������Ƶ or any of its Affiliates and a Customer or MSP, or between ������Ƶ or any of its Affiliates and any of a Customer’s Affiliates.

   1.9.2 “Purchase Order” means a binding purchase order, acknowledgment form or similar routine document used to make and accept sales offers.

   1.9.3 ‾��ܴdzٱ�” means a non-binding sales quote or similar document that ������Ƶ provides to Partner to offer the ������Ƶ goods or services to Partner for a potential Customer (or for a potential Reseller, in the case of Distributors) at a stated price, under specified conditions.

   1.10 �������������” means a Partner that sells the ������Ƶ Solution to any Customer but does not provide Managed Services to such Customer.

   1.11 “������Ƶ Solution” means the totality of ������Ƶ’s proprietary service that includes the ������Ƶ Platform and ������Ƶ Client Software, as well as any other software, information or services related thereto provided by ������Ƶ to Customer, all as and to the extent listed on a Purchasing Document.

   1.11.1 “������Ƶ Client Software” means ������Ƶ’s proprietary software that is installed on Customer Endpoints and any Updates thereto.

   1.11.2 “������Ƶ Platform” means ������Ƶ’s proprietary Internet-accessible software and service that is hosted and maintained by ������Ƶ.

   1.11.3 “Customer Endpoint” means a device of Customer or a Permitted User that has the ������Ƶ Client Software installed upon it.

2. License and Use Restrictions.

   2.1 Resale License. ������Ƶ hereby grants to Partner a non-exclusive, revocable, non-transferable, non-sublicensable right and license to promote, market, resell, and/or provide Managed Services for the ������Ƶ Solution to Customers (or, in the case of Distributors, to other Resellers) in accordance with the terms and conditions of this CPA and a duly issued Purchasing Document. Such a license is worldwide unless expressly indicated otherwise on the applicable Purchasing Document. Any training, certification, or other reseller program requirements may be agreed to by the Parties in a separate document. The relationship between Partner and ������Ƶ is not exclusive, and nothing in this CPA shall prohibit either Party from purchasing, selling, or licensing any products from or to any third-party or otherwise providing services to or doing business with any third-party, provided such activities do not violate the terms of this CPA. For the avoidance of doubt, Partner has no right under this CPA to access or use the ������Ƶ Solution for Partner’s own benefit or internal business purposes. Partner acknowledges that it is obtaining only the limited rights granted herein, and that irrespective of any use of the words "purchase," "sale" or similar terms hereunder no ownership or other rights are being conveyed to Partner under this CPA or any Purchasing Document.

   2.2 Customer Agreements. All agreements between Resellers or MSPs and each Customer, and between Distributors and Resellers, shall be consistent with the terms and conditions of this CPA. Nothing in this CPA shall limit any customer agreements separately provided by ������Ƶ to other customers.

   2.2.1 Resellers. To the extent Partner acts as a Reseller, Reseller shall ensure that its terms and conditions governing each Customer’s access to or use of the ������Ƶ Solution includes a link to the MSA and notifies Customer that they are bound by the MSA, including the terms related to Purchases Through Authorized Partner in the Special Terms (incorporated by reference in the MSA). The MSA shall be directly between ������Ƶ and the Customer, and Reseller shall not be a Party thereto. For the avoidance of doubt, any and all representations, warranties, indemnities and other terms and conditions offered by ������Ƶ to Customer in the MSA are made directly by ������Ƶ to the Customer in accordance with the MSA and do not extend to Reseller. Reseller may not negotiate the MSA or agree to any conflicting, different or additional terms from those set out in the MSA. For the avoidance of doubt, Reseller is not permitted to, and shall not, negotiate the terms of the MSA with Customers or enter into any side letters or other arrangements purporting to amend or supplement the terms of the MSA.

   2.2.2 MSPs. For the avoidance of doubt, the MSA shall not apply to MSP Customers directly. Instead, to the extent Partner acts as an MSP, MSP shall ensure that its terms and conditions governing each Customer’s access to or use of the ������Ƶ Solution includes substantively the same terms, and terms that are at least as protective of ������Ƶ, as are in the MSA (including the ������Ƶ DPA, defined below in Section 5). Such MSP terms with each Customer shall also require the following: each Customer must exclusively bring claims arising out of or in connection with the ������Ƶ Solution or Managed Services to MSP and not ������Ƶ; only MSP will provide all Level 1 Support to Customer (see Section 2.7 below); and Customer may not permit any third party to perform any services similar to the Managed Services on behalf of Customer.

   2.2.3 Distributors. For the avoidance of doubt, Distributors shall not enter into any agreement directly with a Customer. Instead, to the extent Partner acts as a Distributor, Distributor shall inform its Resellers that the Reseller’s terms and conditions governing each Customer’s access to or use of the ������Ƶ Solution includes a link to the MSA and notifies Customer that they are bound by the MSA, including the terms related to Purchases Through Authorized Partner in the Special Terms (incorporated by reference in the MSA). The MSA shall be directly between ������Ƶ and the Customer, and neither Distributor, nor Reseller, shall be a Party thereto. Distributor’s Resellers may not negotiate the MSA or agree to any conflicting, different or additional terms from those set out in the MSA.

   2.3 Professional Conduct. Partner will not make or enter into any orders or commitments for resale of the ������Ƶ Solution to a Customer other than pursuant to the purchasing process set forth below. Partner will at all times conduct its business in a manner that reflects favorably on ������Ƶ and the good name, goodwill and reputation of the ������Ƶ and not enter into any contract or engage in any practice detrimental to the interests of ������Ƶ. Partner will not represent itself as an agent, affiliate or employee of ������Ƶ, and will not knowingly make any false representations regarding ������Ƶ or the ������Ƶ Solution. Partner will appoint a named representative for the purposes of liaising with ������Ƶ in relation to its obligations under this CPA. To the extent Partner acts as an MSP, Partner represents and warrants that it will perform the Managed Services in a professional and good and workmanlike manner.

   2.4 Ownership. The ������Ƶ Solution and Documentation and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of ������Ƶ. If you or any of your Customers voluntarily send us feedback, suggestions or recommendations about the ������Ƶ Solution (“F�����������”), we may freely use Feedback without duty or obligation to you or such Customer. We are not obligated to use Feedback, but if we do then it becomes part of the ������Ƶ Solution and our property. Unless in the context of studies, focus groups, workshops, beta testing, or other research or testing of features, products or services related to the ������Ƶ Solution, some of which may not yet be ready for general release (collectively ������𲹰�����,” which is considered ������Ƶ Confidential Information), 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.

   2.5 Platform Misuse. Partner will not, and will not permit any third-party to: access or use the ������Ƶ Solution except as expressly authorized by this CPA; sub-license, lease, rent, loan, distribute or otherwise transfer or commercially exploit the ������Ƶ Solution to any third-party except as authorized by this CPA; modify, disassemble, decompile, reverse engineer, copy, reproduce, or create derivative works from the ������Ƶ Solution; damage or tamper with any part of the ������Ƶ Solution; breach any security measures implemented by ������Ƶ; remove, alter or obscure any proprietary notices which form part of the ������Ƶ Solution or Documentation, packaging or marketing; access the ������Ƶ Solution or Documentation to compete with ������Ƶ or build a competitive product, service or solution; or do anything that might violate the ������Ƶ Acceptable Use Policy (available at tailscale.com/tailscale-aup or its successor webpage).

   2.6 Marketing. Partner may, at its own cost and expense, use commercially reasonable efforts to promote the sale and distribution of the ������Ƶ Solution, provided that Partner shall not undertake any such efforts without the prior written consent of ������Ƶ. ������Ƶ will upon reasonable request provide Partner with ������Ƶ advertising, marketing, and sales materials at no charge, and hereby grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, royalty-free and fully paid up right and license to copy, distribute, and publish such materials solely for purposes of such promotional efforts. All intellectual property rights therein or relating thereto are and shall remain the exclusive property of ������Ƶ, and nothing in this CPA shall be interpreted to provide Partner with any rights in the foregoing, except the limited license rights set forth in this section. Partner will not register, or attempt to register, any domain name or trademark containing any ������Ƶ names, slogan, logo, identifier, or other trademark or service mark (collectively “������Ƶ Marks”), and will not use any trademark, service mark, slogan, logo or domain name that is confusingly similar to, or a reference to, the ������Ƶ Marks. Partner shall not use ������Ƶ Marks or other materials in any way that might harm their distinctiveness or validity, or the reputation or goodwill of ������Ƶ. Partner will comply with ������Ƶ’s trademark, brand, or similar guidelines. Any goodwill that arises from Partner’s use of the ������Ƶ Marks shall inure solely to ������Ƶ’s benefit. Nothing herein shall limit or preclude ������Ƶ’s right to market, promote, and sell the ������Ƶ Solution worldwide in any way, directly or indirectly, and ������Ƶ fully reserves such rights.

   2.7 Technical Support and Maintenance.

   2.7.1 Resellers and Distributors. To the extent Partner serves as a Reseller or Distributor, Partner will not provide customer support or technical support or maintenance for the ������Ƶ Solution to any such Customer. All support and maintenance (if any) for the ������Ƶ Solution shall be provided directly by ������Ƶ to the Customer and its end users, and Partner shall have no responsibility related thereto.

   2.7.2 MSPs. To the extent Partner serves as an MSP to any Customer, the following terms shall apply:

   (a) MSP Obligations.

   (i) MSP will provide all Managed Services for the ������Ƶ Solution to Customer, including: acting as the Customer’s exclusive administrator for the ������Ƶ Solution, handling all day-to-day management of Customer’s account and use of the ������Ƶ Solution; and providing all support services that are enabled by the training, certifications or other materials provided by ������Ƶ to MSP (collectively “Level 1 Support”).

   (ii) MSP will provide ������Ƶ with all necessary Customer information for (and as reasonably requested by) ������Ƶ to provide the ������Ƶ Solution or to comply with applicable law. MSP is fully responsible for providing complete and accurate information to ������Ƶ with respect to MSP and each Customer, and ������Ƶ is entitled to rely on the information provided by MSP.

   (iii) MSP may not permit any third party to: perform any Managed Services for Customer; operate as an administrator of Customer’s account; access or view Customer’s instance of the ������Ƶ Platform; or do anything in violation of the license and use restrictions in the MSA or our Documentation.

   (iv) MSP will use the ������Ƶ Solution in accordance with our Documentation and applicable laws. You will promptly notify ������Ƶ of any actual or suspected unauthorized use of the ������Ƶ Solution. ������Ƶ reserves the right to suspend, deactivate, or replace a Customer or Permitted User account if we determine that such account may have been used to violate any applicable law or not in accordance with the MSA or our Documentation. Any breach of this CPA or the MSA by your Customers or Permitted Users shall be deemed to be a breach by you.

   (v) You are solely responsible for: the delivery and results of all Managed Services, including all of your agreements, commitments, acts, omissions, obligations, warranties, representations or misrepresentations in connection therewith; determining whether the ������Ƶ Solution is sufficient for each Customer’s purposes; all actions taken through each Customer account by you or such Customer or Permitted Users; ensuring Updates are timely accepted, installed and used; and acquiring, maintaining and securing your own hardware, software, networks and computer systems that are required to use the ������Ƶ Solution but which are not included in the ������Ƶ Solution.

   (b) ������Ƶ Obligations. ������Ƶ will provide all support services above and beyond Level 1 Support (collectively “Level 2 Support”) solely to MSP and not to any MSP Customer. ������Ƶ will provide Level 2 Support solely to the MSP support contact(s) identified in the applicable Purchasing Document or as otherwise approved by ������Ƶ in writing, and will not be required to respond directly to any Customer or individual end user. To the extent the SLA is applicable to MSP pursuant to a duly executed Purchasing Document, for purposes of this CPA: any reference to “C�ܲ��ٴdz����” or ′�dz�” in the SLA shall instead be a reference to Partner; and notwithstanding anything in the SLA to the contrary, Downtime Service Credits (as defined in the SLA) shall be calculated as the total amount of Downtime across all MSP Customers in an affected month, and shall be applied to MSP’s account and not individual Customer accounts.

   2.8 Compliance with Laws; Export Regulations. Partner shall comply with all applicable laws and regulations in performing its obligations under this CPA, including with respect to anti-bribery and anti-corruption. Without limiting the generality of the foregoing, Partner will only export or re-export the ������Ƶ Solution in accordance with applicable laws and regulations and is solely responsible for ensuring each Customer is not a party on any sanctions list or owned or controlled by any such party.

   2.9 Books and Records. Partner shall maintain complete and accurate books and records as are necessary to verify the Fees (defined below) payable to ������Ƶ under this CPA for three (3) years following the expiration or termination of this CPA or as otherwise required by applicable law. Partner shall promptly provide to ������Ƶ, upon written request, a list of all Customers to which the ������Ƶ Solution and/or any Managed Services is or was being resold or provided by Partner.

   2.10 Audits. ������Ƶ may conduct an audit or select a mutually agreed upon third-party to conduct an audit, of your compliance with this CPA at our sole expense (an “A�ܻ徱��”). General compliance Audits shall occur not more than once every twelve (12) calendar months. To the extent we use a third-party representative to conduct the Audit, we will ensure that such third-party representatives are bound by obligations of confidentiality no less protective than those contained in this CPA. We will provide you with at least thirty (30) days prior written notice of our intention to conduct an Audit. Before any Audit, the parties will mutually agree upon the scope, timing, and duration of the Audit, as well as any reimbursement rates for which we will be responsible. All reimbursement rates will be reasonable, taking into account the resources expended by or on your behalf. ������Ƶ and our third-party representatives will conduct Audits: (i) acting reasonably, in good faith, and in a proportional manner, taking into account the nature and complexity of the ������Ƶ Solution and your activities as Partner; and (ii) in a manner that will result in minimal disruption to your business operations and during your normal business hours. Neither ������Ƶ nor our third-party representatives will be entitled to receive data or information of other Partner customers or any other Partner Confidential Information that is not directly relevant for the authorized purposes of the Audit in accordance with this provision. We will promptly provide you with the Audit results upon completion of the Audit. All Audit related materials will be considered “Confidential Information” subject to the confidentiality provisions of the CPA.

3. Prices, Payment and Ordering.

   3.1 Prices. ������Ƶ shall have the right, in its sole discretion, to determine the list prices, discounts and quote prices for the ������Ƶ Solution, and reserves the right, in its sole discretion, to change its offering of products and services or to update, change or discontinue the same at any time. Distributor Partners shall have the right to determine the prices sold to Resellers down the channel, and Reseller and MSP Partners shall have the right to determine the prices sold by Partner to Customers. Upon Partner’s reasonable request, ������Ƶ will provide Partner with a then-current price list of all products and services offered by ������Ƶ, which shall be considered ������Ƶ Confidential Information.

   3.2 Order Procedure.

   3.2.1 Deal Registration. Prior to requesting a Quote, providing any Managed Services (if applicable), or otherwise entering into new or amended terms related to the ������Ƶ Solution with or for a Customer, Partner will register each Customer and deal opportunity by submitting the opportunity and related information at the deal registration web page (available at tailscale.com/deal-registration or its successor web pages) or as otherwise instructed by ������Ƶ (“Deal Registration”). Deal Registration will require, at minimum, the following information: the Customer’s name, URL, contact name, expected close date, anticipated order details, duration of the proposed order, and any other information relating to the potential order that ������Ƶ may require from time to time. ������Ƶ shall have ten (10) days to accept or reject each opportunity submitted through Deal Registration in its sole discretion. Upon acceptance or approval of an opportunity: ������Ƶ will attribute the newly accepted deal to Partner’s account; and Partner shall have the exclusive right to close such deal for no more than ninety (90) days from the date of approval, which timeline may be extended upon request of Partner demonstrating ongoing efforts to close the deal.

   3.2.2 Distributors and Resellers. All Distributor and Reseller purchases hereunder shall be made by submission of a Purchase Order to ������Ƶ. Prior to submitting a Purchase Order, ������Ƶ will first issue a Quote for a Customer order upon Partner’s request. Partner will then issue a Purchase Order for the final purchase, documenting the applicable Quote information and any other terms reasonably required by ������Ƶ. The Purchase Order shall be binding on Partner and ������Ƶ, provided ������Ƶ accepts such Purchase Order in writing or via e-mail or otherwise fulfills the order set forth on such Purchase Order. The Parties agree that any boilerplate provisions on a Purchase Order, which purport to add to or change, or which conflict with the provisions of this CPA or the MSA, shall be null and void and have no force or effect.

   3.2.3 MSPs. All MSP purchases hereunder shall be made pursuant to a duly executed Order Form. Partner and ������Ƶ may amend an Order Form or enter an order for a specific Customer using Quotes or Purchase Orders if approved by ������Ƶ in its sole discretion.

   3.3 Payment. In consideration for the rights granted to Partner and each Customer and the performance of ������Ƶ’s obligations hereunder, Partner agrees to pay ������Ƶ the amounts set forth in the applicable Purchasing Document (“F����”). ������Ƶ will invoice Partner as of the first day of each payment period for the Fees and Taxes (defined below) due for that payment period, as set forth in the applicable Purchasing Document. Invoices may be issued by a ������Ƶ Affiliate. All amounts due under this CPA shall be paid by the Partner to ������Ƶ in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If Partner disputes any amount set forth in any invoice, Partner must notify ������Ƶ within fifteen (15) 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. Unless set forth otherwise in the Purchasing Document, 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. Payments are non-cancelable, non-transferable, non-refundable, and not subject to acceptance, except as expressly stated elsewhere in this CPA or the MSA (as applicable).

   3.4 Taxes. The Fees set out in a Purchasing Document do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes (collectively “T������”). Partner or 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 CPA, other than Taxes based on the net income or profits of ������Ƶ. If a Customer is a tax-exempt entity or claims exemption from any Taxes hereunder, such Customer will provide a certificate of exemption and, after receipt of valid evidence of exemption, ������Ƶ will not charge any Taxes from which the Customer is exempt.

   3.5 Delinquent Accounts. Partner shall be solely responsible for collection of payments from Customers. In the event of late payments or non-payments (collectively, “Delinquent Accounts”), ������Ƶ reserves the right to suspend such delinquent Customer’s access to and use of the ������Ƶ Solution and/or charge interest on any past-due amounts until those amounts are paid in full, to be decided by ������Ƶ in our sole discretion. 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 ������Ƶ. Partner will reimburse ������Ƶ for the reasonable costs of collection, including reasonable fees and expenses of attorneys.

   3.6 Renewals. Purchasing Documents will not automatically renew. Partner may renew a Purchasing Document for a subsequent term of twelve (12) months (each a ����Ա�ɲ���”) upon at least thirty (30) days written notice to ������Ƶ. During each Renewal Term, the per-unit pricing will increase up to a maximum of 5% above the applicable pricing in the prior term, unless ������Ƶ provides you notice of different pricing at least 45 days prior to the applicable Renewal. In the event Partner does not timely renew a Purchasing Document to minimize disruption to Customer’s use of the ������Ƶ Solution, Customer’s use of the ������Ƶ Solution will convert to usage-based at ������Ƶ’s then-applicable list price (“On Demand”), until such time that a new Purchasing Document is implemented. Any On Demand fees will be paid monthly in arrears and are due upon receipt. If a Customer converts to month-to-month billing hereunder upon natural expiration of their Purchasing Document, they may cancel such month-to-month plan at any time upon thirty (30) days written notice to ������Ƶ. ������Ƶ will issue a final invoice for all Fees due as of the date of such termination, which shall become immediately due and payable along with any outstanding invoices. All prepaid fees are non-refundable. 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. ������Ƶ may, in its sole discretion, contact a Customer to confirm the renewal, expiration or termination of a Customer’s Purchasing Document. If a Customer approaches ������Ƶ regarding moving its account to ������Ƶ directly or another service provider, ������Ƶ may work with such Customer to effect such change without liability to Partner.

4. Confidentiality. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to this CPA with respect to the subject matter hereto, provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this CPA as if this CPA had been in place at the time of such disclosure.

   4.1 “Confidential Information” means all information disclosed by a Party (the ��ྱ�������Dz����”) to the other Party (the “Recipient”), 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. Confidential Information includes: the software for a Party’s products or services, whether in source or executable code; nonpublic business, product, marketing, pricing and sales information; audit materials and reports; internal policies, procedures and controls; and the results of any performance, security or similar tests of an Integration. “Confidential Information” will not include information that the Recipient can demonstrate by tangible evidence: (i) was known to the Recipient before the Discloser’s disclosure, or is publicly available through no fault of the Recipient; (ii) was independently developed by the Recipient or the Recipient’s employees or independent contractors who did not have access to Confidential Information; or (iii) was rightfully obtained from a third-party without a confidentiality obligation to the Discloser.

   4.2 Obligations. Recipient will take all reasonable steps to protect and maintain in confidence the Discloser’s Confidential Information, and in no event will such steps be less protective than the steps that it uses to protect its own Confidential Information of similar importance.

   4.3 Permitted Disclosures. Recipient may disclose the Discloser’s Confidential Information only: (i) to Recipient’s Affiliates, employees, contractors and representatives (including its legal counsel, and auditors) acting on its behalf; and (ii) with the Discloser’s prior written consent. Disclosures under (i) may be made only on a need-to-know basis, if such person is bound to obligations of confidentiality that are not materially less protective of the Confidential Information than those contained in this CPA and subject to the same obligations stated in this Section 4, and the Recipient will remain responsible for any unauthorized use or disclosure by those persons. Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by any court or governmental agency, provided that the Recipient must provide the Discloser with sufficient advance notice of the request for the information (if permitted by law) to enable the Discloser to exercise any rights it may have to challenge or limit the request to receive such Confidential Information.‍ If the Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a Party, and the Discloser is not contesting the disclosure, the Discloser will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information.

   4.4 Availability of injunctive relief. The Parties acknowledge that disclosure of any Confidential Information in violation of this Section 4 will 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 4, in addition to any other legal remedies which may be available.

5. Data Protection.

   5.1 Privacy.

   5.1.1 The terms “Personal Data,” “Process,” and “Data Privacy Laws” shall be as defined in the ������Ƶ Data Processing Addendum (the ���ʴ�,” available at tailscale.com/dpa or its successor webpages).

   5.1.2 Roles of Parties.

   (a) Resellers. The Parties acknowledge and agree that each Party has an independent relationship with the Customer and no personal information is transferred in connection with this CPA.

   (b) MSPs. The Parties acknowledge and agree that ������Ƶ is a data processor or subprocessor (as applicable) for each Customer, and MSP is the data processor or data controller (as applicable) of Partner Personal Data and Customer Personal Data. Solely if and to the extent ������Ƶ will process any Partner Personal Data pursuant in connection with the activities contemplated by this CPA, then the terms of the ������Ƶ DPA shall apply to such Processing (and for such purposes all references in the DPA to “C�ܲ��ٴdz����” shall mean “P�����ٲԱ��”). Partner represents and warrants that: it has obtained all necessary authorizations from the Customer for ������Ƶ to Process Customer Personal Data in connection with the ������Ƶ Solution; and Partner’s instructions for Processing Customer Personal Data shall comply with applicable Data Privacy Laws.

   5.1.3 Permitted use and disclosure. Each Party will use Personal Data received from the other Party only for the purposes permitted in this CPA. Neither Party may disclose Personal Data received from the other Party except as expressly permitted hereunder.

   5.1.4 No Data Sales. Neither Party will: accept or provide monetary or other valuable consideration to the other Party in exchange for Personal Data; “sell” Personal Data received from or made available by the other Party; or take any other action that would cause its receipt of Personal Data to be deemed a “sale” of Personal Data by the other Party as defined by applicable data protection or privacy laws.

   5.2 Data Security. Each Party will adopt reasonable and appropriate security measures with respect to Confidential Information and Personal Data transferred under this CPA. Such measures shall include technical and organizational measures designed to protect such data from unauthorized access, use, alteration, or disclosure. In the event of a breach of Confidential Information or Personal Data transferred under this CPA, each Party will notify the other within 72 hours of discovery of the breach and will coordinate and cooperate in good faith with regard to remediation and providing any legally required notifications.

   5.3 Compliance Reviews. Each Party reserves the right, annually, upon customer complaint, or upon reasonable suspicion that the other Party is not in compliance with this CPA or applicable data privacy laws, to conduct a compliance review of the other Party’s adherence to and/or execution of its obligations under this Section 5. A Party may submit a third-party certificate or report of compliance (ex: SOC 2, ISO 27001, etc.) in lieu of participating in a compliance review.

6. Term and Termination.

   6.1 Term. This CPA will remain in effect commencing as of the date the Parties first enter into a Purchasing Document for a Customer (which shall be considered the “Effective Date” of this CPA) and continuing until the earlier of (i) the natural expiration or termination of all Purchasing Documents under this CPA or (ii) the termination of this CPA by one of the Parties. The full duration of this CPA is the “T�����.”

   6.2 Termination for cause. Either Party may terminate this CPA immediately upon written notice if the other Party materially breaches the CPA and fails to correct the breach within thirty (30) days following written notice specifying the breach. In addition, if a 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, then the other Party may terminate this CPA immediately. If ������Ƶ terminates for cause: (i) Partner will remain liable to pay all Fees outstanding as of the effective date of termination, including any unpaid Fees covering the remainder of the Term had this CPA not been terminated; and (ii) ������Ƶ may offer each Customer the opportunity to continue using the ������Ƶ Solution (in which case Customers will immediately be transitioned to Customer Order Forms directly with ������Ƶ, and Customer shall become directly responsible for payment of ongoing Fees for the ������Ƶ Solution pursuant to the MSA), and Partner will reasonably assist ������Ƶ in such transition for such Customers.

   6.3 Termination for convenience. Each Party may terminate this CPA for any reason or no reason by notifying the other Party in writing at least sixty (60) days prior to the intended termination date.

   6.4 Effect of termination. Upon termination of this CPA, all licenses provided to Partner under this CPA shall terminate. Partner shall cease any and all Managed Services and marketing activities, signing up new Customers, and issuing new Purchasing Documents with existing Customers. All outstanding invoices will become immediately due and payable. The Parties also will cease any and all use of Confidential Information belonging to the other Party, return or destroy any such Confidential Information, and upon request provide a certificate of return/destruction. Expiration or termination of this CPA will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will any such expiration or termination relieve Partner’s obligation to pay all amounts and Fees that have accrued or are otherwise owed to ������Ƶ under this CPA up to the effective date of termination.

   6.5 Survival. The rights and obligations of the Parties contained in the following sections will survive expiration or termination of this CPA: Sections 3 (Payment), 4 (Confidentiality), 5 (Data Protection), 6.4 (Effect of Termination), 6.5 (Survival), 7.4 (Warranty Disclaimer), 7.5 (Limitation of Liability), 8 (Indemnification), 9 (Choice of Law; Disputes), and 10 (Miscellaneous).

7. Limited Warranties and Limitation on Damages.

   7.1 Mutual warranties. Each Party represents and warrants that: it is duly authorized to enter into this CPA; it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or other thing of value from any Customer, Party employee or agent, or third party, in connection with its activities and this CPA; and will comply with all applicable laws and regulations with respect to its activities and this CPA.

   7.2 Limited warranty for Resellers. ������Ƶ warrants that it shall abide by the terms of the MSA, and that its standard warranties in the MSA shall apply to the Customer’s use of the ������Ƶ Solution. Notwithstanding any of the foregoing, ������Ƶ shall not be responsible for any modification or expansion of ������Ƶ’s warranty obligations by Partner in violation of this CPA.

   7.3 No Guarantee. Each Party offers no commitments or guarantees of any minimum volume of purchases or of revenues, product sales, or otherwise. Any sales or revenue projections or commitments made by a Party at any time are non-binding estimates only.

   7.4 Warranty disclaimer. Except as expressly provided for in this CPA, and to the maximum extent permitted by law, the Parties make no further representations, warranties or conditions of any kind, whether express, implied, collateral or statutory.

   7.5 Limitation of Liability. Except for the Excluded Liabilities (defined below), notwithstanding anything in this CPA to the contrary and to the maximum extent allowed by law, neither Party will be liable to the other 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, even if that Party has been advised of the possibility of such damages or any remedy fails of its essential purpose. Except for the Excluded Liabilities, notwithstanding anything in this CPA to the contrary and to the maximum extent allowed by law, in no event shall either Party’s aggregate liability to the other in connection with this CPA exceed the total Fees actually paid by the Partner to ������Ƶ in the twelve (12) months preceding the date on which the liability or claim arose.‍ For greater certainty, the existence of one or more claims under this CPA will not increase this maximum liability amount. The limitations on liability set forth in this Section 7.5 shall not apply to: (i) a Party’s indemnification obligations (Section 8); (ii) any liabilities directly arising from a Party’s breach of confidentiality (Section 4) or certain license and use restrictions (Sections 2.1, 2.4, 2.5, or 2.6); or (iii) Partner’s obligation to pay all outstanding Fees; ((i)-(iii) collectively the “Excluded Liabilities”).

8. Indemnification.

   8.1 ������Ƶ Indemnification of Partner. ������Ƶ will indemnify and defend Partner from and against any and all costs, liabilities, claims, damages, lawsuits, actions, and expenses (including without limitation reasonable attorneys’ fees) incurred by Partner in connection with any third-party claim that the ������Ƶ Solution infringes upon or otherwise violates such third-party’s intellectual property or other proprietary right. ������Ƶ shall have no obligation under this section for claims attributable to: (i) Partner’s unauthorized use or modification of the Products, where such claims relate to such unauthorized use or modification; (ii) Partner’s unauthorized combination of the Products with third-party software or services, where such claims relate to such unauthorized combination; or (iii) adherence to custom design instructions that Partner provides to ������Ƶ.

   8.2 Partner Indemnification of ������Ƶ. Partner will indemnify and defend ������Ƶ and ������Ƶ Affiliates from and against any and all costs, liabilities, claims, damages, lawsuits, actions, and expenses (including without limitation reasonable attorneys’ fees) incurred by any such party in connection with any Customer or third-party claims: (i) that ������Ƶ has violated any representation, warranty or covenant not specified in the MSA or made by Partner in violation of this CPA; (ii) arising from any Partner acts or omissions in connection with the marketing or resale of the ������Ƶ Solution; or (iii) arising from or in connection with any Managed Services provided to any Customer.

   8.3 Indemnification Procedure. Indemnitor’s defense and indemnification obligations are contingent upon: (i) indemnified party providing indemnitor 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 (ii) indemnitor having sole authority to defend or settle such claim (provided that the indemnitor 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 indemnitor’s right to control the defense. This Section 8 states the indemnitor’s sole liability to, and the indemnified party’s exclusive remedy, for any claim described in this section notwithstanding anything to the contrary in this CPA.

   8.4 Exclusive Remedy. This Section 8 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 CPA.

9. Choice of Law & Disputes. To the extent permitted by applicable law, the CPA will be governed by and interpreted in accordance with the internal laws of the jurisdictions specified in Schedule A below, without regard to conflicts of laws principles. In the event of any controversy or claim arising out of or relating to this CPA, or its breach or interpretation, to the extent permitted by applicable law, the Parties will submit to the exclusive jurisdiction of and venue in the applicable courts or arbitration bodies specified in Schedule A below. 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); or (iii) seeking a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether such 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 this CPA. The Parties agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this CPA must be filed within one (1) year after such claim or cause of action arose or be forever barred.

10. Miscellaneous.

    10.1 Expenses. Each Party shall bear its own costs and expenses incurred in performing its obligations under this CPA, unless otherwise agreed by the Parties in writing.

    10.2 Assignment. Neither Party may assign or transfer this CPA, 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 10.2 will be null and void. Subject to the foregoing restrictions, this CPA will inure to the benefit of the successors and permitted assigns of the Parties.

    10.3 Notice. All notices required to be sent under this CPA must be in writing and sent by email: if to ������Ƶ, to legal@tailscale.com; if to Partner, to Partner’s primary email address as indicated on the applicable Purchasing Document. 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.

    10.4 Waiver and severability. The waiver by either Party of any default or breach of this CPA will not constitute a waiver of any other or subsequent default or breach. This CPA operates to the fullest extent permissible by law. In the event any provision of this CPA is held to be invalid or unenforceable, the remaining provisions of this CPA will remain in full force and effect.

    10.5 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​​.

    10.6 No third-party beneficiaries. The CPA is intended for the sole and exclusive benefit of the parties; there are no third-party beneficiaries, and only the parties may enforce the CPA.

    10.7 Relationship of the parties. Nothing in the CPA 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.

    10.8 Publicity. ������Ƶ may refer to you as one of ������Ƶ’s partners in our partner directory, on a partnership web page, and for other marketing or promotional purposes related to partnership opportunities. You grant us the right to use your name and logo solely for such purposes. 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 shall inure solely to your benefit. Except as stated in this CPA, neither Party may issue any press releases, case studies or other public announcements about this partnership without the other Party’s prior written consent.

    10.9 Force Majeure. No Party will be responsible for any failure or delay in its performance under this CPA due to causes beyond its reasonable control, including but not limited to war, terrorism, riot, or acts of God.

    10.10 Commercial Software. The ������Ƶ Solution is a “commercial item” as that term is defined at FAR 2.101. If acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD)), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as defined in this CPA. If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this CPA. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative or Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as defined in this CPA. This Section 10.10 is in lieu of, and supersedes, any other FAR, DFARS, DEAR or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this CPA. Capitalized terms used in this Section 10.10 are defined in the applicable FAR or DFARs.

    10.11 Modifications. From time to time, ������Ƶ may revise this CPA. Unless otherwise specified by ������Ƶ, changes become effective for you on the date we publish the updated terms or as set forth in any notice we may provide about the changes. We will use reasonable efforts to notify you of material changes through communications via your account, email or other means, and you may be required to click to accept or otherwise agree to the updated terms. Continued reselling, marketing, promoting and/or purchasing the ������Ƶ Solution to or on behalf of Customers or other partners pursuant to Purchasing Documents referencing this CPA after the updated terms go into effect will constitute your acceptance of such updated version.

    10.12 Entire agreement. This CPA 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.

    10.13 Execution. The Parties will be bound by signatures made by electronic means, including without limitation clicking a button or similar, and which may be transmitted to the other Party by email and/or any electronic method and will have the same binding effect as any original ink signature.

SCHEDULE A

Choice of Law

If the Partner’s address 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