This Business Services Agreement ("BSA" or "Agreement") is between Tarkle and the organisation agreeing to these terms ("Customer").
As used in this Agreement, "Tarkle," "we," "us," or "our" means:
- Tarkle, Inc., a Wyoming corporation with a registered address at 1309 Coffeen Avenue, Suite 15023, Sheridan, Wyoming 82801, United States, if Customer is located in the United States; or
- Tarkle Limited, a company incorporated in Hong Kong with a registered address at Unit B, 11/F Yam Tze Commercial Building, 23 Thomson Road, Wan Chai, Hong Kong, if Customer is located anywhere else in the world.
This BSA governs Customer's access to and use of paid Tarkle subscription services on Starter and Pro plans across all products including Send, Portal, Crew, and Pentler ("Services"). This Agreement does not apply to lifetime or one-time purchase arrangements, which are governed by separate terms.
By subscribing to a paid plan, clicking to accept this Agreement, or using the Services after the effective date of any subscription, Customer agrees to be bound by this Agreement. If Customer is agreeing on behalf of an organisation, the individual accepting represents that they have authority to bind that organisation.
In the event of a conflict between this BSA and the Tarkle Terms of Service, this BSA governs with respect to paid business subscriptions.
1. The Services
1.1 Provision
Tarkle will make the Services available to Customer for the duration of the applicable Subscription Term. The specific features, storage allocations, and seat limits applicable to Customer's plan are set out on the relevant product pricing page.
1.2 Plan tiers covered by this Agreement
Product Plan Primary use case Send Starter Small teams sharing files with clients Send Pro Teams needing more storage, power, and full white-label Portal Starter Agencies selling productized services to clients Portal Pro Agencies scaling with reseller sub-accounts Crew Starter Businesses managing a small contractor roster Crew Pro Businesses managing larger contractor operations Pentler Monthly Design, motion, web, and SEO subscription
1.3 Modifications to the Services
Tarkle may update the Services from time to time. If a change materially reduces the core functionality of a plan Customer has paid for, Tarkle will notify Customer at least 30 days in advance. Customer may terminate the Agreement within 30 days of that notice and receive a pro-rata refund for any prepaid period affected. This right does not apply to beta or preview features.
1.4 Service availability
Tarkle targets 99.9% monthly uptime for core services on paid plans, excluding scheduled maintenance. Tarkle is not liable for downtime caused by third-party infrastructure, network conditions, or events outside its reasonable control.
2. Customer obligations
2.1 Account registration and accuracy
Customer must provide accurate, current, and complete information when registering and keep that information up to date.
2.2 Administrators
Customer may designate administrators to manage workspace settings and team access. Customer is solely responsible for the actions of its administrators.
2.3 Authorised users
Customer is responsible for all use of the Services by its authorised users and will ensure they comply with this Agreement and the Acceptable Use Policy.
2.4 Restrictions
Customer may not:
- Sell, resell, or sublicence the Services except under an active Send reseller plan or with separate written agreement.
- Reverse engineer, decompile, or attempt to extract source code from the Services.
- Use the Services to build a competing product or benchmark for external publication without prior written consent.
- Remove or obscure any proprietary notices in the Services.
- Configure or use the Services to circumvent plan limits, storage allocations, or seat restrictions.
3. Customer data
3.1 Ownership
Customer retains full ownership of all files, content, and data uploaded to the Services. Tarkle does not claim any ownership rights in Customer data.
3.2 Licence to operate the Services
By using the Services, Customer grants Tarkle a limited, non-exclusive licence to store, process, and transmit Customer data solely as necessary to provide the Services. This licence terminates when Customer's account data is deleted.
3.3 Security
Tarkle implements industry-standard security measures including encryption in transit and at rest, access controls, regular backups, and monitoring. Tarkle will notify Customer without undue delay of any personal data breach affecting Customer data. For a full breakdown of our security practices, see our Security page.
3.4 Data retention and deletion
If Customer cancels its subscription, data is retained for the remainder of the paid billing period plus a 30-day wind-down period, after which it is permanently deleted. Customer is responsible for exporting data before this period expires.
3.5 Data processing and GDPR
To the extent Customer data includes personal data of individuals in the EEA or UK, Tarkle acts as a data processor on Customer's behalf. If you require a Data Processing Agreement, please reach out through our contact page and we will arrange one.
4. Confidentiality
Each party agrees to hold the other party's confidential information in confidence and not to disclose it to any third party without prior written consent, except as permitted by applicable law or legal process.
5. Subscriptions, billing, and payment
5.1 Subscription term
Subscriptions begin on the date Customer subscribes and continue monthly or annually. Unless cancelled, subscriptions automatically renew for a further term of the same duration.
5.2 Billing and payment
All payments are collected by Tarkle as defined in this Agreement. Fees are billed in advance and are exclusive of applicable taxes. If a payment fails, Tarkle will attempt to collect payment for up to 7 days before access may be suspended.
5.3 Cancellation
Customer may cancel at any time through account settings or by reaching out through our contact page. Cancellation takes effect at the end of the current Subscription Term. No partial refunds are issued for mid-term cancellations.
5.4 Refunds
New subscriptions are eligible for a full refund within 7 days of the first payment only. After 7 days, fees are non-refundable except as required by law. Full refund terms are in our Refund Policy.
5.5 Price changes
Price changes apply to the next renewal following at least 30 days written notice. Continued use after the effective date constitutes acceptance.
6. Suspension
Tarkle may suspend Customer's access for non-payment after a grace period or for violations of the Acceptable Use Policy that pose a security risk. During suspension, Customer's data remains intact. Suspension does not constitute termination unless separately notified in writing.
7. Intellectual property
Tarkle owns all intellectual property rights in the Services. This Agreement grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for internal business purposes. Customer retains all intellectual property rights in Customer data.
8. Term and termination
This Agreement begins on the date Customer first subscribes and continues until terminated. Either party may terminate on written notice if the other materially breaches and fails to cure within 30 days. On termination, Customer data is retained for 30 days after the final paid period before permanent deletion.
9. Indemnification
Customer will indemnify Tarkle from third-party claims relating to Customer data, Customer's violation of this Agreement, or Customer's operation of a reseller platform. Tarkle will indemnify Customer from third-party claims that the Tarkle platform, as provided and used in accordance with this Agreement, infringes a third party's copyright, trade secret, or registered trademark.
10. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TARKLE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
11. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TARKLE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS ($100), WHICHEVER IS GREATER.
12. Governing law and disputes
If Customer is located in the United States, this Agreement is governed by the laws of the State of Wyoming, and disputes shall be resolved in the courts of Wyoming. If Customer is located anywhere else in the world, this Agreement is governed by the laws of Hong Kong SAR, and disputes shall be resolved in the courts of Hong Kong SAR.
13. General provisions
This BSA, together with the Terms of Service, Privacy Policy, Acceptable Use Policy, Refund Policy, and where applicable the White-Label Reseller Terms and any executed Data Processing Agreement, constitutes the entire agreement between the parties. In the event of conflict, any executed DPA takes precedence first; then this BSA; then the White-Label Reseller Terms where applicable; then the Terms of Service.
Tarkle may update this Agreement with 30 days notice. Customer may not assign this Agreement without Tarkle's prior written consent.
Contact
If you have questions about this Agreement, need to request a Data Processing Agreement, or want to discuss your subscription, we are glad to help. Please reach out through our contact page or write to us at the address below. We aim to respond to all business enquiries within two business days.
Tarkle.com
1309 Coffeen Avenue, Suite 15023
Sheridan, WY 82801
United States