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Fixes from review
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Isabel Cortes committed Jul 31, 2024
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1.3 “**Customer Endpoint**” means a device of Customer or a Permitted User that has the Tailscale Client Software installed upon it.

1.4 “**Documentation**” means the online documentation, guidelines and policies provided by Tailscale in relation to the Tailscale Solution, including our service descriptions, Service Level Agreement (“SLA”), acceptable use policies, technical documentation, user guides and support documentation and any Updates thereto.
1.4 “**Documentation**” means the online documentation, guidelines and policies provided by Tailscale in relation to the Tailscale Solution, including our service descriptions, [Service Level Agreement (“SLA”)](https://tailscale.com/sla), acceptable use policies, technical documentation, user guides and support documentation and any Updates thereto.

1.5 “**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. You and your Permitted Users choose which Integrations to activate with respect to your use of the Tailscale Solution.

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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 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 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.
6.4 *Availability of injunctive relief*. The parties acknowledge that disclosure of any Confidential Information in violation of this Section 6 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 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 authorized to enter into these Terms; (b) it is duly organized and validly existing under the laws of its relevant jurisdiction; (c) it has the full right, power and authority to enter into this MSA and perform its obligations hereunder; (d) this MSA is a valid and binding obligation of such party; and (e) it will comply with all applicable laws and regulations with respect to its activities related to the Tailscale Solution and the Agreement.
7.1 *Mutual warranties*. Each party represents and warrants that: (a) it is duly authorized to enter into this MSA; (b) it is duly organized and validly existing under the laws of its relevant jurisdiction; (c) it has the full right, power and authority to enter into this MSA and perform its obligations hereunder; (d) this MSA is a valid and binding obligation of such party; and (e) it will comply with all applicable laws and regulations with respect to its activities related to the Tailscale Solution and the Agreement.

7.2 *Limited 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 Warranty”). If Customer notifies Tailscale of a breach of the Limited Warranty, Tailscale will correct the nonconformity. The foregoing constitutes Customer’s sole and exclusive remedy for any breach of the Limited Warranty. The Limited Warranty will not apply to any Third Party Service, if caused by any events, systems or circumstances outside our reasonable control, or if caused by Customer’s use of the Tailscale Solution in an unlawful manner or not in accordance with the Agreement or our Documentation.

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14.2 *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 Tailscale Solution after the updated terms go into effect will constitute Customer’s acceptance of such updated version.

14.3 *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 14.2 will be null and void. Subject to the foregoing restrictions, this MSA will inure to the benefit of the successors and permitted assigns of the parties.
14.3 *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 14.3 will be null and void. Subject to the foregoing restrictions, this MSA will inure to the benefit of the successors and permitted assigns of the parties.

14.4 *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.

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