Final fixes

msa/index.md

@@ -44,7 +44,7 @@ Some capitalized terms are defined in this Section 1 and others are defined cont
 
   2.2	*Ownership*. As between the Customer and Tailscale, the Tailscale Solution and Documentation, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Tailscale. Nothing in the Agreement shall be interpreted to provide Customer with any rights in the foregoing, except the limited right to use the Tailscale Solution subject to the Agreement. You may not, directly or indirectly, do or attempt any of the following: (i) misappropriate or otherwise commercially exploit any part of the Tailscale Solution; (ii) modify, disassemble, decompile, reverse engineer, copy, reproduce, or create derivative works from the Tailscale Solution; (iii) damage, tamper with or circumvent any part of the Tailscale Solution; (iv) breach or circumvent any security measure for the Tailscale Solution; (v) access or use the Tailscale Solution to compete with Tailscale or build a competitive product, service or solution; or (vi) access or use the Tailscale Solution for illegal or illicit purposes.
 
-  2.3	*Customer Data*. Customer retains all right, title and interest including all intellectual property rights in and to Customer Data. You grant us a limited, nonexclusive, revocable, worldwide, royalty-free right to transmit Customer Data solely to enable us to provide the Tailscale Solution to you during the Term. Subject to the limited license granted herein, Tailscale acquires no right, title or interest in or to any Customer Data. For the avoidance of doubt, you and your Permitted Users choose what Customer Data to transmit using the Tailscale Solution; Tailscale does not have access to, use of or control over Customer Data, and only you can encrypt/decrypt Customer Data. Tailscale has no general obligation to monitor, and does not monitor, your Customer Data. You are solely responsible for the content of your Customer Data and represent and warrant that your Customer Data does not violate applicable laws.
+  2.3	*Customer Data*. Customer retains all right, title and interest including all intellectual property rights in and to Customer Data. You grant us a limited, nonexclusive, revocable, worldwide, royalty-free right to transmit Customer Data solely to enable us to provide the Tailscale Solution to you during the Term. Subject to the limited license granted herein, Tailscale acquires no right, title or interest in or to any Customer Data. For the avoidance of doubt, you and your Permitted Users choose what Customer Data to transmit using the Tailscale Solution; Tailscale does not have access to, use of or control over Customer Data, and only you can encrypt/decrypt Customer Data. Tailscale will not make any change to the Tailscale Solution that would enable it to decrypt Customer Data. Tailscale has no general obligation to monitor, and does not monitor, your Customer Data. You are solely responsible for the content of your Customer Data and represent and warrant that your Customer Data does not violate applicable laws.
 
   2.4	*Customer Responsibilities*. You will use the Tailscale Solution in accordance with our Documentation and applicable laws. You are solely responsible for: all actions taken through your account by you or your Permitted Users; timely accepting, installing and using Updates; and acquiring, maintaining and securing your own hardware, software, networks and computer systems, which are not included in the Tailscale Solution. You are also responsible for the activity of your Permitted Users and the confidentiality of your and their login credentials. Customer will promptly notify Tailscale of any actual or suspected unauthorized use of the Tailscale Solution. 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 Customer. 
 
@@ -80,7 +80,7 @@ Some capitalized terms are defined in this Section 1 and others are defined cont
 
   5.3	*Usage Data*. Customer acknowledges that Tailscale securely processes information, data and metadata resulting from the ordinary course operation and use of the Tailscale Solution for limited internal business purposes related to the ongoing operation, development and protection of the Tailscale Solution, including security and fraud prevention, product analytics, research, debugging and improvement, and billing and customer account management (collectively “**Usage Data**”). Tailscale processes Usage Data for such purposes as an independent data controller or business in accordance with applicable Data Privacy Laws (defined in the DPA). Customer acknowledges and agrees that Tailscale may process Usage Data for such purposes, and that such purposes are compatible with, reasonably necessary, and proportionate to providing the Tailscale Solution to Customer. To the extent Usage Data includes any identifying information, Tailscale will de-identify and/or aggregate the Usage Data whenever possible. For the avoidance of doubt, Usage Data does not include Customer Data.
 
-  5.4	*Acknowledgement*. You acknowledge that: (a) Tailscale is not a “Business Associate” as defined in HIPAA and the Tailscale Solution is not HIPAA compliant; (b) Tailscale is not a “bank service provider” as defined in the Bank Service Company Act; and (c) Tailscale does not act as a “school official” as defined under FERPA, and customers are solely responsible for using the Tailscale Solution only for non-FERPA covered purposes. As a reminder, you and your Permitted Users choose what Customer Data to transmit using the Tailscale Solution; Tailscale does not have access to, use of or control over Customer Data. If you choose to transmit any sensitive information (including information associated with (a)-(d) above, any special categories of data as enumerated in GDPR Article 9(1), and any tax identification numbers, Social Security numbers, driver’s license numbers, or other similar government identification numbers), you are solely responsible for ensuring that suitable safeguards are in place prior to transmitting or processing such information using the Tailscale Solution.
+  5.4	*Acknowledgement*. You acknowledge that: (a) Tailscale is not a “Business Associate” as defined in HIPAA and the Tailscale Solution is not HIPAA compliant; (b) Tailscale is not a “bank service provider” as defined in the Bank Service Company Act; and (c) Tailscale does not act as a “school official” as defined under FERPA, and customers are solely responsible for using the Tailscale Solution only for non-FERPA covered purposes. As a reminder, you and your Permitted Users choose what Customer Data to transmit using the Tailscale Solution; Tailscale does not have access to, use of or control over Customer Data. If you choose to transmit any sensitive information (including information associated with (a)-(c) above, any special categories of data as enumerated in GDPR Article 9(1), and any tax identification numbers, Social Security numbers, driver’s license numbers, or other similar government identification numbers), you are solely responsible for ensuring that suitable safeguards are in place prior to transmitting or processing such information using the Tailscale Solution.
 
 ## 6. Confidentiality.
 

terms/index.md

@@ -16,7 +16,7 @@ Please read these Terms carefully as they affect your legal rights. By creating
 
 1.  **Definitions.**
 
-    Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement.  For purposes of the Agreement, “**Tailscale**,” “**we**,” “**our**” or “**us**” means the Tailscale Inc. and “**Customer**”, “**you**” or “**your**” means you, the individual or entity that is purchasing, accessing or using the Tailscale Solution, and can mean either Self-Service customers or Free customers as the context dictates. If you are purchasing or using the Tailscale Solution on behalf of your company or using a company domain, all references to “you” reference such company. Each of Tailscale and you may also be referred to in the Agreement as a “party” or collectively as the “parties.”
+    Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement.  For purposes of the Agreement, “**Tailscale**,” “**we**,” “**our**” or “**us**” means Tailscale Inc. and “**Customer**”, “**you**” or “**your**” means you, the individual or entity that is purchasing, accessing or using the Tailscale Solution, and can mean either Self-Service customers or Free customers as the context dictates. If you are purchasing or using the Tailscale Solution on behalf of your company or using a company domain, all references to “you” reference such company. Each of Tailscale and you may also be referred to in the Agreement as a “party” or collectively as the “parties.”
 
     1.1	“**Affiliate**” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party. 
 
@@ -90,7 +90,7 @@ This Section 3 only applies to Self-Serve customers.
 
 5.3	*Usage Data.* Customer acknowledges that Tailscale securely processes information, data and metadata resulting from the ordinary course operation and use of the Tailscale Solution for limited internal business purposes related to the ongoing operation, development and protection of the Tailscale Solution, including security and fraud prevention, product analytics, research, debugging and improvement, and billing and customer account management (collectively “**Usage Data**”). Tailscale processes Usage data for such purposes as an independent data controller or business in accordance with applicable Data Privacy Laws (defined in the DPA). Customer acknowledges and agrees that Tailscale may process Usage Data for such purposes, and that such purposes are compatible with, reasonably necessary, and proportionate to providing the Tailscale Solution to Customer. To the extent Usage Data includes any identifying information, Tailscale will de-identify and/or aggregate the Usage Data whenever possible. For the avoidance of doubt, Usage Data does not include Customer Data.
 
-5.4	*Acknowledgement.* You acknowledge that: (a) Tailscale is not a “Business Associate” as defined in HIPAA and the Tailscale Solution is not HIPAA compliant; (b) Tailscale is not a “bank service provider” as defined in the Bank Service Company Act; and (c) Tailscale does not act as a “school official” as defined under FERPA, and customers are solely responsible for using the Tailscale Solution only for non-FERPA covered purposes. As a reminder, you and your Permitted Users choose what Customer Data to transmit using the Tailscale Solution; Tailscale does not have access to, use of or control over Customer Data. If you choose to transmit any sensitive information (including information associated with (a)-(d) above, any special categories of data as enumerated in GDPR Article 9(1), and any tax identification numbers, Social Security numbers, driver’s license numbers, or other similar government identification numbers), you are solely responsible for ensuring that suitable safeguards are in place prior to transmitting or processing such information using the Tailscale Solution.
+5.4	*Acknowledgement.* You acknowledge that: (a) Tailscale is not a “Business Associate” as defined in HIPAA and the Tailscale Solution is not HIPAA compliant; (b) Tailscale is not a “bank service provider” as defined in the Bank Service Company Act; and (c) Tailscale does not act as a “school official” as defined under FERPA, and customers are solely responsible for using the Tailscale Solution only for non-FERPA covered purposes. As a reminder, you and your Permitted Users choose what Customer Data to transmit using the Tailscale Solution; Tailscale does not have access to, use of or control over Customer Data. If you choose to transmit any sensitive information (including information associated with (a)-(c) above, any special categories of data as enumerated in GDPR Article 9(1), and any tax identification numbers, Social Security numbers, driver’s license numbers, or other similar government identification numbers), you are solely responsible for ensuring that suitable safeguards are in place prior to transmitting or processing such information using the Tailscale Solution.
 
 6. **Confidentiality.**
 
@@ -136,7 +136,7 @@ Tailscale may refer to you as one of Tailscale’s customers for marketing or pr
 
 11.1 *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 these Terms 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 the Claim Against Customer arises from: (i) Customer’s use of the Tailscale Solution in an unlawful manner; (ii) Customer’s failure to timely install or use Updates when the Tailscale Solution would not infringe had such Updates been so installed or used; (iii) Customer Data; (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; or (vi) Customer’s use of the Tailscale Solution not in accordance with the Agreement or Documentation.
 
-11.2 *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 Tailscale Solution in violation of our [Acceptable Use Policy](https://tailscale.com/tailscale-aup); (b) Customer’s combination of the Tailscale Solution with any other software, system, equipment, component, process or material not provided by Tailscale; or (c) Customer Data; ((a)-(d) 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. The above defense and indemnification obligations will not apply to the extent the Claim Against Tailscale arises from Tailscale’s material breach of the Agreement.
+11.2 *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 Tailscale Solution in violation of our [Acceptable Use Policy](https://tailscale.com/tailscale-aup); (b) Customer’s combination of the Tailscale Solution with any other software, system, equipment, component, process or material not provided by Tailscale; or (c) Customer Data; ((a)-(c) 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. The above defense and indemnification obligations will not apply to the extent the Claim Against Tailscale arises from Tailscale’s material breach of the Agreement.
 
 11.3 *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.