Business Services Agreement

This Sharebrand Business Services Agreement ("BSA" or "Agreement") is between Tarkle Limited, a company incorporated in Hong Kong ("Sharebrand", "we", "us", or "our"), and the organisation agreeing to these terms ("Customer"). Tarkle, Inc., an authorised reseller incorporated in Wyoming, United States, handles billing and payment processing on behalf of Tarkle Limited in its capacity as principal authorised reseller.

This BSA governs Customer's access to and use of paid Sharebrand subscription services, specifically the Starter, Pro, and Reseller plans (the "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 the authority to bind that organisation.

In the event of a conflict between this BSA and the Sharebrand Terms of Service, this BSA governs with respect to paid business subscriptions.

1. Parties and structure

Service owner and contracting party: Tarkle Limited, incorporated in Hong Kong, owns and operates the Sharebrand platform, holds all intellectual property in the Services, and is the primary contracting entity under this Agreement.

Authorised billing entity: Tarkle, Inc., incorporated in Wyoming, United States, acts as principal authorised reseller of Tarkle Limited. Tarkle, Inc. processes all subscription payments, issues invoices, and handles billing-related matters on behalf of Tarkle Limited. References to billing, payment, and invoicing in this Agreement refer to Tarkle, Inc. acting in this reseller capacity.

Customer: The organisation subscribing to the Services under a paid Starter, Pro, or Reseller plan. Customer is responsible for all use of the Services by its administrators, team members, and, where applicable, Sub-Clients.

2. The Services

2.1 Provision

Tarkle Limited 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 Sharebrand pricing page and incorporated into this Agreement by reference.

2.2 Plan tiers covered by this Agreement

Annual plans save two months compared to monthly billing. Lifetime and one-time purchase plans are not covered by this Agreement.

2.3 Modifications to the Services

Sharebrand may update the Services from time to time. If a change materially reduces the core functionality of a plan Customer has paid for, Sharebrand 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 changes made to features offered on a beta or preview basis.

2.4 Service availability

Sharebrand targets 99.9% monthly uptime for core file sharing and workspace services on paid plans, excluding Scheduled Maintenance. Sharebrand is not liable for downtime caused by third-party infrastructure, network conditions, or events outside its reasonable control.

3. Customer obligations

3.1 Account registration and accuracy

Customer must provide accurate, current, and complete information when registering and must keep that information up to date.

3.2 Administrators

Customer may designate administrators who may provision team member access and manage workspace settings. Customer is solely responsible for the actions of its administrators.

3.3 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.

3.4 Reseller Customers — Sub-Client responsibility

Customers on the Reseller plan operate a white-label platform for their own clients. All obligations relating to Sub-Clients are governed by the White-Label Reseller Terms, which form part of this Agreement by reference.

3.5 Restrictions

• Sell, resell, or sublicence the Services except under an active Reseller plan.
• 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.

4. Customer data

4.1 Ownership

Customer retains full ownership of all files, content, and data uploaded to the Services. Sharebrand does not claim any ownership rights in Customer data.

4.2 Licence to operate the Services

By using the Services, Customer grants Sharebrand 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.

4.3 Security

Sharebrand implements industry-standard security measures including encryption in transit and at rest, access controls, regular backups, and 24/7 monitoring. Sharebrand will notify Customer without undue delay of any personal data breach affecting Customer data.

4.4 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.

4.5 Data processing and GDPR

To the extent Customer data includes personal data of individuals in the EEA or UK, Tarkle Limited acts as a data processor on Customer's behalf. Customers who require a Data Processing Agreement may request one through our contact page.

5. 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. Customer data is treated as Customer's confidential information.

6. Subscriptions, billing, and payment

6.1 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.

6.2 Billing and payment

All payments are collected by Tarkle, Inc. as principal authorised reseller. Fees are billed in advance and are exclusive of applicable taxes. If a payment fails, Tarkle, Inc. will attempt to collect payment for up to 7 days before access may be suspended.

6.3 Cancellation

Customer may cancel at any time through account settings or by contacting support. Cancellation takes effect at the end of the current Subscription Term. No partial refunds are issued for mid-term cancellations.

6.4 Refunds

New subscriptions are eligible for a full refund within 14 days of the first payment. After 14 days, fees are non-refundable except as required by law. Full refund terms are at sharebrand.com/legal/refund.

6.5 Price changes

Price changes apply to the next renewal following at least 30 days written notice. Continued use after the effective date constitutes acceptance.

7. Suspension

Sharebrand 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.

8. Intellectual property

Tarkle Limited 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.

9. 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.

10. Indemnification

Customer will indemnify Tarkle Limited and Tarkle, Inc. from third-party claims relating to Customer data, Customer's violation of this Agreement, or Customer's operation of a Reseller platform. Tarkle Limited will indemnify Customer from third-party claims that the Sharebrand platform, as provided and used in accordance with this Agreement, infringes a third party's copyright, trade secret, or registered trademark.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TARKLE LIMITED AND TARKLE, INC. MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TARKLE LIMITED NOR TARKLE, INC. WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SHAREBRAND'S 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.

13. Governing law and disputes

This Agreement is governed by the laws of Hong Kong SAR. Before initiating formal proceedings, the parties agree to attempt informal resolution within 30 days of written notice. If informal resolution fails, disputes will be resolved by the courts of Hong Kong SAR. For billing disputes involving Tarkle, Inc. specifically, Customer may also bring proceedings in the state or federal courts of Wyoming.

14. 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. Sharebrand may update this Agreement with 30 days notice. Customer may not assign this Agreement without Sharebrand's prior written consent.

15. Definitions

Contact

For enquiries, please visit our contact page.

Tarkle Limited
Unit B, 11/F Yam Tze Commercial Building
23 Thomson Road, Wan Chai
Hong Kong 999077

Tarkle, Inc. — principal authorised reseller
1309 Coffeen Avenue, Suite 15023
Sheridan, Wyoming 82801
United States