Tarkle Reseller Addendum

This Reseller Addendum (“Addendum”) is part of the Tarkle Terms of Service (“Terms”). It applies to every account on a Tarkle reseller plan, including Reseller and Reseller Pro.

The Addendum is between Cloudbrand Technologies, Inc., doing business as Tarkle (“Tarkle,” “we,” or “us”), and the business that subscribes to a reseller plan (“Reseller”). If this Addendum and the Terms conflict on reseller activities, this Addendum governs. A signed Order Form governs over both, but only for the commercial terms it states.

“Tarkle” and “tarkle.com” are trade names and brands of Cloudbrand Technologies, Inc. Every reference to Tarkle in this Addendum, the Terms, the Acceptable Use Policy, the DPA, the Platform Legal Pages, invoices, and any Order means Cloudbrand Technologies, Inc. Cloudbrand Technologies, Inc. is the contracting party, the merchant of record for fees paid to Tarkle, and the owner of the Tarkle software, trademarks, and infrastructure.

“Customer” means a business or individual that the Reseller provides a workspace to on the Reseller Platform.

“Customer Data” means files, folders, messages, pages, metadata, and other content uploaded to or created on the Reseller Platform, plus any personal data in them.

“End User” means any person who uses the Reseller Platform. This includes Customers, their team members, and recipients or contacts who view, download, or upload files, with or without an account.

“Order” means the plan, billing cycle, fees, setup terms, and any private offer accepted by the Reseller at checkout or in a signed Order Form.

“Platform Legal Pages” means the Terms of Service and Privacy Policy that Tarkle publishes at /terms and /privacy on every Reseller Platform host.

“Reseller Dashboard” means the administrative interface the Reseller uses to manage its platform, Customers, allowances, and billing with Tarkle.

“Reseller Platform” means the white-label file sharing and delivery service the Reseller runs under its own brand, domains, and pricing, using Tarkle's software and infrastructure.

“Storage Pool” means the total storage included in the Reseller's plan, plus any storage packs purchased. Customer workspaces draw their allowances from it.

“Territory” means a sales market approved for the Reseller under Section 10.

“Workspace Allowance” means the number of Customer workspaces included in the Reseller's plan, plus any workspace packs purchased.

2.1 Independent businesses. The Reseller and Tarkle are independent contractors. Nothing in this Addendum creates a legal partnership, joint venture, agency, franchise, fiduciary duty, or employment relationship. The Platform Legal Pages describe the Reseller as working “in partnership with” Tarkle. That phrase means a commercial arrangement only.

2.2 No authority to bind. Neither party may make commitments, representations, or warranties on behalf of the other.

2.3 Roles. Tarkle supplies the software, hosting, storage, security, and technical operation of the Reseller Platform. The Reseller is responsible for:

• Its brand
• Its sales and marketing
• Its Customer contracts and pricing
• Billing, refunds, and collections from its Customers
• First-line commercial support
• Its own legal compliance

2.4 Customers. The Reseller contracts directly with its Customers. Tarkle has no contract with Customers or End Users. Tarkle is a third-party beneficiary of the Platform Legal Pages, though, and may enforce them directly.

3.1 Default terms. Every Reseller Platform launches with the Platform Legal Pages at /terms and /privacy. The Reseller adopts them as its End User terms and privacy policy for the Reseller Platform.

3.2 Locked content. The Reseller may not remove, hide, redirect, edit, or override the Platform Legal Pages. Tarkle fills them in using the Reseller's verified legal profile. The Reseller must keep that profile accurate and must request any change through Tarkle.

3.3 Single attribution. The Platform Legal Pages name Tarkle once, together with its legal entity, Cloudbrand Technologies, Inc., as the provider of service and infrastructure in partnership with the Reseller. That attribution is required and may not be removed.

3.4 Supplemental terms. The Reseller may publish its own commercial terms, such as prices, plans, and refund rules, on its own website or at checkout. Supplemental terms may not conflict with, narrow, or override the Platform Legal Pages, this Addendum, or the Acceptable Use Policy.

3.5 Updates. Tarkle may update the Platform Legal Pages under Section 17. Updates apply across all Reseller Platforms, and Tarkle handles notice to End Users.

The Reseller will:

• Follow this Addendum, the Terms, and the Acceptable Use Policy, and make sure its Customers and End Users do too.
• Give its Customers accurate information about the Reseller Platform, including how files are retained and deleted, and that access may end if the Reseller's Tarkle subscription ends.
• Comply with the data protection, privacy, consumer protection, e-commerce, tax, anti-spam, anti-corruption, export control, and sanctions laws that apply to its business.
• Get all notices, consents, and permissions needed for Customer Data it controls or collects.
• Keep the Reseller Dashboard secure, limit admin access to authorized staff, and turn on two-factor authentication for every admin account.
• Respond to commercial support requests from its Customers, and pass technical issues to Tarkle through the support routing in Section 13.
• Report suspected abuse, security incidents, or legal demands about the Reseller Platform to Tarkle within 48 hours of becoming aware of them.

The Reseller will not:

• Make claims about security, uptime, certifications, compliance, data location, or features beyond what Tarkle documents in writing.
• Describe the platform as technology built entirely by the Reseller, or deny that a technology provider is involved when a Customer reasonably asks during a security, procurement, or legal review.
• Use a brand, domain, or page that infringes third-party rights or Tarkle's trademarks, or that is confusingly similar to Tarkle.
• Resell, sublicense, or provide access to Tarkle outside its approved Territories without Tarkle's written approval, or through sub-resellers.
• Use the Reseller Platform, or allow it to be used, for anything prohibited by the Acceptable Use Policy or the Platform Legal Pages.
• Reverse engineer, copy, or benchmark the platform to build a competing product.

5.1 Plans. Tarkle offers two reseller tiers: Reseller and Reseller Pro. The Reseller's tier, billing cycle, and included allowances are set out in its Order and summarized in Schedule A. The billing cycle never changes the features or allowances of a tier.

5.2 Features. Each tier includes the features listed for it in Schedule A and on the pricing page on the Order date. Branded integrations, such as Google Sign-in and Slack, are included only when the Reseller's tier lists them. They go live only after setup is complete, which may require accounts, credentials, or verification from the Reseller.

5.3 Not included. Branded MCP integrations and branded WordPress plugins are not part of any reseller plan.

5.4 Custom work. Custom integrations, custom development, and payment-processor integrations are not included unless they are stated in an Order or a written statement of work. Tarkle scopes and prices each request before work starts, and may decline any request.

5.5 Reseller API. Where the tier includes it, the Reseller may use the Reseller API within its published documentation and rate limits. Tarkle may suspend API access that threatens platform stability or security.

5.6 AI features. Where AI features use the Reseller's or a Customer's own API key, that party's agreement with its AI provider governs the processing. That party is also responsible for the provider's fees and output. Tarkle does not use Customer Data to train AI models.

6.1 Provisioning. The Reseller creates Customer workspaces in the Reseller Dashboard. Each workspace runs on the Reseller's root domain or fallback host by default and may be connected to a verified custom domain.

6.2 Allocation. Each Customer workspace must be assigned a minimum of 50 GB from the Storage Pool. The Reseller decides how the rest of the Storage Pool is spread across workspaces. Combined allocations may not exceed the Storage Pool.

6.3 Workspace count. The number of Customer workspaces is limited by the Workspace Allowance, not by a storage ratio.

6.4 Billing basis. Storage is billed on the total Storage Pool purchased, not on actual use or on a per-Customer basis.

6.5 Limits. Tarkle alerts the Reseller when the Storage Pool or Workspace Allowance reaches 80%. At 100%, new workspaces or uploads may be blocked until the Reseller frees capacity or buys a pack. Reaching a limit does not delete, lock, or remove existing files.

6.6 Capacity packs. Extra storage and workspace capacity are sold as recurring monthly packs at the rates on the pricing page, and require the Reseller's approval before they are charged. Packs bill monthly even when the base plan is quarterly, six-monthly, yearly, or lifetime. Tarkle may change pack prices with at least 30 days' written notice.

6.7 Fair use. Allowances are for normal file sharing and delivery. They may not be used for anything that Section 7.6 of the Platform Legal Pages prohibits.

7.1 Fees. The Reseller pays the fees in its Order. All fees are in U.S. dollars, charged in advance, and exclude taxes. The Reseller pays all applicable taxes except taxes on Tarkle's net income.

7.2 Billing cycles. Reseller plans are sold monthly or yearly. Reseller Pro plans are sold quarterly, every six months, or yearly. Lifetime terms are available only through an approved private offer. Monthly Reseller Pro billing is no longer offered. Resellers already on monthly Reseller Pro keep their recorded terms until they move to a longer cycle.

7.3 Setup fees. Setup fees are charged once, as stated in the Order, and are never charged again at renewal. Unless the Order says otherwise, a setup fee is non-refundable once onboarding work has started. Setup waivers never cover payment-processor integration fees or custom work.

7.4 Renewal. Subscriptions renew automatically for the same billing cycle until cancelled. Tarkle will send a reminder before each renewal of a quarterly or longer cycle.

7.5 Failed payment. If a payment fails, Tarkle will retry collection and notify the Reseller's billing email over a 7-day grace period. If payment is still outstanding after the grace period, Tarkle may suspend the Reseller account under Section 14.

7.6 Price changes. Tarkle may change plan prices with at least 30 days' written notice. Changes take effect at the next renewal and never during a prepaid term. Price protection for every Purchase type is set out in Section 6.4 of the Terms.

7.7 No revenue share. Tarkle takes no revenue share, transaction fee, or commission on payments between the Reseller and its Customers. Tarkle does not process those payments. Any payment processor the Reseller connects is governed by the Reseller's agreement with that processor.

7.8 Disputes. The Reseller must raise billing disputes within 60 days of the charge. Chargebacks filed for valid charges are a material breach.

7.9 Legacy entitlements. Resellers who bought capacity, features, or lifetime access under an earlier agreement or offer keep exactly what was sold to them. That includes any earlier unlimited-workspace or storage grants. Those entitlements are not converted to the allowances in Schedule A without the Reseller's written consent.

The Reseller sets its own Customer plans, prices, allowances, trials, discounts, refunds, and cancellation terms. Tarkle imposes no minimum or maximum prices. The Reseller is solely responsible for refunds and commercial obligations to its Customers.

Section 6 (Plans, purchases, and entitlements) of the Terms applies to every reseller Purchase. That includes recurring billing cycles, one-time (lifetime) purchases, private offers, and capacity packs. It defines what each Purchase includes, how long it lasts, and the only circumstances in which it can change or end.

For reseller accounts:

• A one-time purchase is a payment option for an existing tier. It is not a separate tier.
• Capacity packs are separate add-ons with their own monthly Access Term.
• If a capacity pack is not paid, only that pack is affected. The base tier is not.
• The Order is part of the Entitlement Record.

10.1 Grant. Each reseller plan includes approved, nonexclusive Territories. Reseller includes one. Reseller Pro includes up to three.

10.2 Definition. A Territory is normally one country. A Territory covering more than one country must be defined and approved by Tarkle in writing.

10.3 Approval. The Reseller requests Territories during onboarding. Tarkle approves them. The Reseller may not add, assign, or change Territories without Tarkle's approval.

10.4 Eligibility. Eligibility is based on the country of the contracting Customer entity. It is not based on where files are stored, where End Users travel, or where recipients are located. To pursue a Customer outside an approved Territory, the Reseller needs Tarkle's written approval first.

10.5 No exclusivity. A Territory gives no exclusivity and no ownership of the market. Tarkle and other resellers may sell in the same Territory.

10.6 Account scope. The Reseller may manage only the Customer workspaces assigned to it. A Territory gives no access to other Tarkle customers or their data.

11.1 Roles.

11.2 Data Processing Agreement. Tarkle's Data Processing Agreement (“DPA”) is part of this Addendum and covers Tarkle's processing for the Reseller. The Reseller must have a data processing agreement with each Customer that is at least as protective as the DPA.

11.3 Access to Customer Data. Tarkle accesses Customer Data only to:

• Provide, secure, and support the Reseller Platform
• Act on documented instructions from the Reseller or Customer
• Investigate abuse or security incidents
• Comply with law

Tarkle does not sell Customer Data or use it for advertising or AI training.

11.4 Sub-processors. Tarkle may use sub-processors for hosting, storage, delivery, security, email, monitoring, and support. Tarkle will give at least 30 days' notice of new sub-processors. The Reseller may object on reasonable data protection grounds.

11.5 Security. Tarkle maintains reasonable technical and organizational safeguards. These include encryption in transit and at rest, access controls, logging, monitoring, and backups.

11.6 Incidents. Tarkle will notify the Reseller without undue delay, and within 72 hours, after confirming a personal data breach that affects the Reseller Platform. Tarkle will provide the information the Reseller reasonably needs to meet its own notice duties.

11.7 Requests. Tarkle will pass End User privacy requests about Customer Data to the Reseller, and will provide tools or reasonable help so the Reseller can respond.

11.8 International transfers. Data may be processed in the United States and other locations where Tarkle's sub-processors operate. Where required, Tarkle protects transfers with Standard Contractual Clauses or another approved mechanism.

12.1 White label. Surfaces that Customers and End Users see carry the Reseller's brand and do not show Tarkle's name or logo. These surfaces include workspaces, share pages, file requests, portals, Brand pages, Event pages, and notification emails. The one exception is the single required attribution in the Platform Legal Pages.

12.2 Reseller Dashboard. The Reseller Dashboard carries Tarkle branding, which may not be removed. It is used only for administration and billing between the Reseller and Tarkle, and End Users do not see it.

12.3 Ownership. Tarkle owns the Tarkle software, infrastructure, documentation, and all improvements to them. The Reseller owns its brand assets. Customers own their Customer Data.

12.4 Licenses. Tarkle grants the Reseller a limited, non-exclusive, non-transferable license during the subscription term. Under it, the Reseller may provide the Reseller Platform to Customers in its approved Territories. The Reseller grants Tarkle a limited license to use the Reseller's brand assets only to operate the Reseller Platform.

12.5 Feedback. Tarkle may use feedback from the Reseller without obligation.

13.1 Routing.

13.2 Technical support. Tarkle provides white-label technical email support on all reseller tiers. The first substantive reply is targeted within one business day. Reseller Pro also includes technical live chat during business hours. Tarkle publishes its support hours, timezone, and holidays. Response targets cover the first reply, not resolution.

13.3 Availability. Tarkle targets 99.9% monthly uptime for core Tarkle services. The target excludes scheduled maintenance, which Tarkle announces at least 48 hours in advance where practical. It also excludes events outside Tarkle's reasonable control and issues caused by the Reseller, Customers, or third-party services.

13.4 Service credits. If significant downtime within Tarkle's control occurs, the Reseller may request a service credit through the contact page within 30 days. Credits are at Tarkle's discretion, apply to future invoices only, cannot be exchanged for cash, and are the Reseller's sole remedy for downtime.

14.1 Abuse handling. Tarkle may act directly on any Customer workspace, share, page, or domain that breaks the Acceptable Use Policy or the Platform Legal Pages. Possible actions include removing content, disabling links, suspending workspaces, and reporting to authorities. Tarkle will notify the Reseller of significant actions, unless the law or an investigation prevents it. Child sexual abuse material, malware, and phishing may be removed right away without notice.

14.2 Suspension of the Reseller account. Tarkle may suspend the Reseller account for any of the following:

• Unpaid fees after the grace period
• A material breach of this Addendum or the Terms
• Activity that threatens the platform, its security, or other customers
• A legal or regulatory requirement

Where practical, Tarkle will give notice and a chance to cure first. Tarkle will restore the account promptly once the cause is resolved.

14.3 Effect on Customers. If the Reseller account is suspended, its Customer workspaces may also be suspended. During suspension, End Users may see a neutral, unbranded service notice. Tarkle does not delete Customer Data during a suspension caused only by non-payment, until the wind-down period in Section 14.6 ends.

14.4 Termination by the Reseller. The Reseller may cancel at any time. Cancellation takes effect at the end of the current paid period. Prepaid fees are not refunded, except as Section 17 or the law requires.

14.5 Termination by Tarkle. Tarkle may terminate this Addendum in any of these cases:

• A material breach that remains uncured 30 days after written notice
• Immediately for fraud, serious or repeated abuse, or ongoing legal risk
• With 90 days' notice if Tarkle stops offering reseller plans. In that case, Tarkle refunds unused prepaid fees pro rata.

14.6 Wind-down. After the paid period ends, or after termination, Tarkle provides a 30-day wind-down period. During it, the Reseller may export Customer Data and notify its Customers. After the wind-down period, Tarkle may permanently delete all Reseller and Customer data, apart from backups that roll off on schedule and data Tarkle must keep by law.

14.7 Survival. Sections 7 (fees owed), 11, 12.3, and 14 through 19 survive termination.

15.1 No solicitation. While this Addendum is in force, Tarkle will not use the Reseller's Customer list to solicit the Reseller's Customers. Section 15.2 is the only exception.

15.2 Protective action. If the Reseller Platform cannot continue, Tarkle may act to protect Customers and their data. Triggers include the Reseller's insolvency, abandonment, or prolonged non-payment; a regulatory order; or a major infrastructure failure. Tarkle may:

• Keep Customer Data beyond the wind-down period
• Contact affected Customers about continuity
• Help Customers move to a direct Tarkle account or another reseller

Tarkle will notify the Reseller first where practical. Migration is a last resort and is subject to the law and the Customer's consent.

15.3 No guarantee. Tarkle does not guarantee that any migration will succeed. Tarkle is not liable for data loss from protective actions taken in good faith, except where the loss results from Tarkle's gross negligence or willful misconduct.

16.1 Mutual warranties. Each party confirms that it has the authority to enter this Addendum and will comply with the law in performing it.

16.2 Disclaimer. Apart from the express commitments in this Addendum, the services are provided “as is” and “as available,” as described in the Terms.

16.3 Exclusions. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill.

16.4 Cap. Each party's total liability under this Addendum is capped at the fees the Reseller paid Tarkle in the 12 months before the claim. For a lifetime purchase, the cap is the lifetime fee paid.

16.5 Exceptions. The exclusions and cap do not apply to:

• The Reseller's payment obligations
• The Reseller's indemnity in Section 16.6
• Either party's breach of confidentiality
• Fraud, gross negligence, or willful misconduct
• Any liability that cannot be limited by law

16.6 Reseller indemnity. The Reseller will defend and indemnify Tarkle against third-party claims arising from any of the following:

• The Reseller's business or its Customer contracts
• The Reseller's marketing claims
• Customer Data the Reseller controls
• Its Customers' or End Users' breach of the Acceptable Use Policy, where the Reseller failed to act after notice
• The Reseller's breach of this Addendum or of the law

16.7 Tarkle indemnity. Tarkle will defend and indemnify the Reseller against third-party claims that the Tarkle software, used as permitted, infringes a U.S. patent, copyright, or trademark. This does not apply to claims caused by Reseller brand assets, Customer Data, or modifications Tarkle did not make. If such a claim arises, Tarkle may modify the software, replace it, or terminate the affected service and refund unused prepaid fees.

16.8 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably.

Tarkle may update this Addendum, the Platform Legal Pages, or Schedule A. Material changes are sent to the Reseller's account email at least 30 days before they take effect. Changes required by law or for security may take effect sooner.

If a change materially reduces the core features or allowances of the Reseller's paid tier, the Reseller may terminate within 30 days of the notice and receive a pro-rata refund of unused prepaid fees. Otherwise, continuing to operate the Reseller Platform after the effective date means the Reseller accepts the change.

Each party will protect the other's non-public business, technical, and pricing information with reasonable care, and use it only to perform this Addendum. This includes private offers, the Reseller's Customer list, and Tarkle's system details. These obligations last for three years after termination, and for as long as the information remains a trade secret.

Governing law. This Addendum is governed by the laws of the State of Wyoming. Disputes go to the state or federal courts in Wyoming. Before filing, the parties will try for 30 days to resolve the dispute in good faith.

Notices. Notices to the Reseller go to its account email. Notices to Tarkle go through the contact page or by mail to the address below.

Assignment. The Reseller may not assign this Addendum without Tarkle's written consent. Tarkle may assign it in a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control. This does not excuse payment obligations.

Entire agreement. This Addendum, the Terms, the Acceptable Use Policy, the DPA, the Platform Legal Pages, Schedule A, and any Order form the entire agreement on reseller activities.

Severability and waiver. An unenforceable term does not affect the rest of this Addendum. Not enforcing a right does not waive it.

Questions about this Addendum or your reseller account: contact page

Cloudbrand Technologies, Inc. (doing business as Tarkle)1309 Coffeen AvenueSuite 15023Sheridan, Wyoming 82801United States