Last updated:听March 6, 2026
This 91黑料 Channel Program Terms and Conditions (the 鈥淎驳谤别别尘别苍迟鈥�) is a legally binding agreement between 91黑料 and any participating entity in the 91黑料 Partner Program, and governs the terms of a partner鈥檚 participation in the Partner Program and any partner activities related to the use and/or distribution of the Offerings. This Agreement incorporates by reference the following end user-specific agreements: Terms of Service (/terms-of-service), Terms of Use (/terms-of-use), Privacy Policy (/privacy-policy), Code of Conduct (/code-of-conduct) and Node Operator Terms and Conditions (/node-operator-terms-conditions), Object Mount Software Licensing Agreement as set forth in Exhibit B and Object Mount Support Terms as set forth in Exhibit C as they may be updated from time to time.
1. Confidential Information
1.1. Obligations.
鈥淐onfidential Information鈥� means any information disclosed by one Party (鈥�Disclosing Party鈥�) to the other Party (鈥�Receiving Party鈥�) pursuant to this Agreement (whether before or during the term of this Agreement) which is marked 鈥淐onfidential,鈥� 鈥淧roprietary,鈥� or in some similar manner or that should be reasonably understood by Receiving Party to be the confidential information of Disclosing Party. 听A Receiving Party shall treat as confidential all Confidential Information from a Disclosing Party, and shall not use such Confidential Information except to exercise its rights or perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party without the Disclosing Party鈥檚 express written consent. 听Receiving Party shall maintain the 听confidentiality of Disclosing Party鈥檚 Confidential Information with at least the same degree of care as it maintains the confidentiality of Receiving Party鈥檚 own confidential information, but in any event, not less than a reasonable standard of care. 听Without limiting the generality of the foregoing, Receiving Party shall disclose Disclosing Party鈥檚 Confidential Information only to employees, agents, and subcontractors of Receiving Party who have a need to know such information in order to perform Receiving Party鈥檚 obligations under this Agreement and who are subject to written confidentiality agreements at least as protective of Disclosing Party鈥檚 Confidential Information as the terms of this Section. 听The Parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. 听All Opportunity Reports shall be deemed 91黑料鈥檚 Confidential Information.
1.2. Exceptions.
The obligations of Section 1.1 shall not apply to Confidential Information that Receiving Party can demonstrate: 听(i) was developed independently by Receiving Party without any use of Disclosing Party鈥檚 Confidential Information; (ii) becomes known to Receiving Party from a source other than Disclosing Party without breach of any obligation to Disclosing Party with respect to such information; (iii) was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of Receiving Party; or (iv) was rightfully known to Receiving Party at the time of disclosure.
1.3. Compelled Disclosure.
If the Confidential Information of Disclosing Party must be disclosed by Receiving Party pursuant to the legitimate order or requirement of a court of competent jurisdiction, administrative agency, or other governmental body, Receiving Party shall: 听(i) provide prompt notice thereof to Disclosing Party assuming such disclosure is permitted by applicable law; (ii) use its commercially reasonable efforts to prevent public disclosure of such information; and (iii) limit the disclosure to the particular Confidential Information (or portion thereof) required to be disclosed.
1.4. Confidentiality of Agreement.
Each Party agrees that the terms and conditions, but not the existence, of this Agreement shall be treated as the other鈥檚 Confidential Information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the other Party; provided, however, that each Party may disclose the terms and conditions of this Agreement: 听(i) as required by any court of competent jurisdiction or other governmental body; (ii) as otherwise required by law; (iii) to respective legal counsel of the Parties; (iv) in connection with the requirements of an initial public offering, or securities filing; (v) in confidence, to accountants, banks, and financing sources and their advisors; (vi) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
1.5. Remedies.
Unauthorized use by the Receiving Party of the Disclosing Party鈥檚 Confidential Information will diminish the value of such Confidential Information. 听Therefore, if Receiving Party breaches any of its obligations with respect to confidentiality or use of Disclosing Party鈥檚 Confidential Information hereunder, Disclosing Party shall be entitled to seek equitable relief to protect its interest therein, including, but not limited to, injunctive relief without a requirement to post a bond, as well as money damages.
2. Representations and Warranties; Limitation of Liability
2.1 Representations and Warranties.
Each Party represents and warrants to the other Party that such Party is an entity duly organized, validly existing, and in good standing under the laws of the state or country first indicated above as such Party鈥檚 state or country of incorporation, and such Party has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby.
2.2. Disclaimer. 听
STORJ DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING ANY WARRANTIES ON THE PRODUCTS AND SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 听STORJ DOES NOT GUARANTEE OR WARRANT THAT THE PRODUCTS AND SERVICES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, OR MEET ANY REQUIREMENTS IMPLIED OR EXPRESS.
2.3. Limitation of Liability. 听
STORJ AND ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AGENTS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (i) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR LOSS OF BUSINESS; (ii) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (iii) FOR ANY MATTER BEYOND STORJ鈥橲 REASONABLE CONTROL; OR (iv) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY STORJ TO THE PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT STORJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 听THE LIMITATIONS SET FORTH IN THIS SECTION SHALL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY THAT MAY BE AVAILABLE HEREUNDER. 听
3. Miscellaneous.
3.1. Governing Law; Jurisdiction. 听
This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the state of Delaware without regard to its conflicts of laws provisions. 听The Parties hereby consent to the exclusive jurisdiction of the state and federal courts located in the state of Delaware with respect to any disputes arising out of this Agreement. 听The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 听
3.2. Severability. 听
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions nevertheless will remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the Parties as closely as possible and remain enforceable. 听If such reformation is not possible in a manner that is enforceable, then such terms will be severed from the remaining terms, and the remaining terms will remain in effect.
3.3. Waiver. 听
No waiver of any term or condition of this Agreement will be valid or binding on either Party unless the same will have been mutually assented to in writing by an officer of both Parties. 听The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, in no way will be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter.
3.4. Assignment. 听
This Agreement may not be assigned by Partner without 91黑料鈥檚 prior written consent. Any assignment in violation of the foregoing shall be void and of no force or effect. 听91黑料 may assign this Agreement in its sole discretion without the prior written consent of, or Notice to, the Partner. This Agreement will inure to the benefit of the Parties鈥� successors and assigns.
3.5. Relationship of the Parties.
The Parties have a relationship of independent contractors to each other. Nothing contained in this Agreement will be construed to (i) constitute the Parties as legal partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (ii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever. While we refer to this program being 91黑料鈥檚 鈥淧artner Program鈥� we are using it only in the sense of an contracted sales professional, which vernacular is the industry norm, the Parties agree and acknowledge that anyone participating in this is program is a mere independent contractor and has no authority, neither express or implied, to bind 91黑料.
3.6. 听Notices. 听
Any notice or other communication required or permitted to be delivered hereunder must be sent electronically to legal@storj.io, and also sent in writing and sent by reasonable means to the address of each Party set forth herein. 听Such notice will be deemed to have been given when delivered, or, if delivery is not accomplished as a result of some action or inaction by the recipient, when tendered.
3.7. Construction. 听
The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. 听No rule of construction resolving any ambiguity in favor of the non-drafting Party shall be applied hereto. 听The word 鈥渋ncluding,鈥� when used herein, is illustrative rather than exclusive and means 鈥渋ncluding, without limitation.鈥�
3.8. Amendment. 听
Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless it is in writing signed by an authorized officer of each Party.
4. Definitions
鈥淎uth Service鈥� means a globally distributed, multi-region, cloud-hosted service operated by 91黑料 to store access credentials for use in conjunction with the S3 Compatible Gateway or Linkshare Service.
鈥淏补苍诲飞颈诲迟丑鈥� means upload and download network service for transfer of Storage Materials as defined herein between the storage node and the online storage sharing services provided by 91黑料 to customers via the Storage Network, as defined herein.
"Channel Partnerships" and 鈥淐hannel Partners鈥� help 91黑料 directly or indirectly sell, implement, and provide customer support for 91黑料 cloud storage services. In general, channel partnerships can include resellers, referral partners, agencies and consultants, value-added resellers (VARs), managed service providers (MSPs), systems integrators (SIs) and technology integrators (Tech Integration Partners).
鈥淐ustom Integration Development鈥� refers to custom software or products developed by Customer, with or without 91黑料鈥檚 assistance, and designed to interact with the Storage Platform or Storage Node Network using application programming interfaces (APIs) or other development tools related to the Services.
鈥淓dge Services鈥� means the service provided by 91黑料 to customers via the Storage Platform for the transfer of Storage Materials between a customer application, a distributed network of storage nodes, and one or more satellites operated by 91黑料 or third parties that independently operate open source software to facilitate storage and retrieval of the Storage Materials and that provide S3 compatibility and publicly-available data sharing services, including the use of server-side encryption. The three subcomponents comprising the Edge Services are: S3 Compatible Gateway, Linkshare Service and Auth Service.
鈥淓gress Bandwidth鈥� means bandwidth for data egress from the Storage Platform to the public internet via the Uplink Client or Edge Services.
鈥淓nd User鈥� refers to any individual or business who registers an account and uses the Storage Platform, or any other 91黑料 products, services or digital platforms.
鈥淓nd User Data鈥� means any data uploaded onto the Storage Platform, or otherwise provided for processing on the Storage Platform, by or on behalf of an End User.
鈥淚ntegration Development鈥� refers to any software or products developed by 91黑料 for the benefit of an integration partner, and designed to interact with the Storage Platform or Storage Node Network using application programming interfaces (APIs) or other development tools related to the Offerings.
"Intellectual Property Rights鈥� means patent rights (luding patent applications and disclosures), copyrights (luding, but not limited to, rights in audiovisual works and moral rights), trade secrets, trademarks, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
鈥淟inkshare Service鈥� means a globally distributed, multi-region cloud-hosted gateway for standard HTTP requests, for sharing objects with users via a web browser operated by 91黑料.
鈥淣ode Operators鈥� means those who provide space for distributed cloud storage by installing an open source, distributed storage software (the 鈥淪torage Software鈥� or 鈥凄厂厂鈥�)
鈥淥pportunity Report鈥� means a written report that a partner may provide Company, from time to time during the term of an agreement, which notifies Company of a Partner-Sourced Opportunity and includes the following minimum information for each Partner-Sourced Opportunity: (i) the name, business division (if applicable), contact name, title, contact telephone number and email address of the Opportunity, and (ii) a description of the Services to be delivered.
"Partner Incentives" means any monetary, strategic or otherwise incentives made available to select customers or participants in the Partner Program. In general these incentives may, but are not limited to: a percentage of sales (鈥�Partner Revenue Fee鈥� individually or 鈥淧artner Revenue Share鈥� in the aggregate), assistance with customer accounts, or discounts on products or services (or 鈥淎uthorized Partner Pricing鈥�), premium partner page listings, and access to/development of integrations.
鈥�91黑料 Partner Program Terms of Service'' means the legal agreement between a partner and 91黑料, governing the terms of the partner鈥檚 participation in the Partner Program and any partner activities related to the use and/or distribution of the Services. Incorporates by reference the following end user-specific agreements: End User Terms of Service (/terms-of-service), Terms of Use ( /terms-of-use), Privacy Policy ( /privacy-policy), Code of Conduct (/code-of-conduct) and Node Operator Terms and Conditions ( /node-operator-terms-conditions). A partner accepts, and agrees to be bound by, the Partner Program Terms of Service by accepting the terms, either by signing an agreement incorporating the terms, clicking to signify acceptance, by setting up a customer account, or by using the Services as a part of their participation in the Partner Program. A partner further accepts and acknowledges that 91黑料 reserves the right to modify these Terms of Service from time to time by updating these documents on its website and partner agrees to be bound to such.
鈥�Partner Revenue Share鈥� means the aggregate fees paid to the Partner by 91黑料 for Partner-Sourced Leads/Opportunities that convert to Revenue Share End Users by signing up for Services online or through a written agreement and submitting payment for a 91黑料 account (may also be referred to as Referral Customers).
"Partner-Sourced Leads" refers to net new leads that are fully generated by a partner as a result of marketing and promotional efforts and may or may not become Revenue-Share End Users that are responsible for Partner-Sourced Revenue.
"Partner-Sourced Revenue" (or "Direct Partner Attribution") means direct revenue from any deal attributed to one or more partners who are 100% responsible for bringing the account into 91黑料鈥檚 pipeline. The deal wouldn鈥檛 exist without the partner(s). In channel partnerships, this could include the revenue 91黑料 generates when a partner sends a referral for a net new lead. In tech partnerships, this could include the revenue 91黑料 generates when leads request a demo through a tech partner鈥檚 marketplace.
鈥淧artner-Sourced Opportunity鈥� meansa person, entity, or organization that may be a potential consumer of the Services, which a partner has identified and presented to 91黑料 via an Opportunity Report.
鈥淧artnership Tiers鈥� means the various tiers within the Partner Program that govern all partner rights and responsibilities, and 91黑料 deliverables.
鈥淧rofessional Services鈥� generally means any consulting, training, support, implementation, and technical services provided by a Partner to a resale or referral end user (also referred to as 鈥�Value-Added Services鈥�).
鈥淧urchase Agreement鈥� (or 鈥淧A鈥�) means a signed agreement between 91黑料 and a customer, which governs the terms and conditions of a 91黑料 DCS purchase. For the purposes of finalizing an order with a Referral/Resale Customer, a Purchase Agreement is required, and referred to as an additional and separately executed agreement, which is governed by, and incorporated by reference into a Channel Partner Agreement. ONLY STORJ-BRANDED PURCHASE AGREEMENT FORMS WILL BE CONSIDERED ACCEPTABLE FORMAT FOR AN ORDER FORM SUBMITTED FOR A STORJ DCS PURCHASE AND IS REQUIRED FOR ANY ORDER SUBMITTED BY A CUSTOMER OR PARTNER.
鈥�Qualified Opportunity鈥� means an Opportunity that, as determined by 91黑料 in its sole discretion: 听(i) has not been solicited previously by 91黑料 or its resellers, channel partners, representatives, or agents and that has not previously been a customer of 91黑料; (ii) is not already targeted for solicitation by 91黑料 or its resellers, channel partners, representatives, or agents; and, (iii) intends to purchase the Services from 91黑料, all as indicated via a written notice from 91黑料 to Partner.
鈥淩etail Customer鈥�(or 鈥淪tandard End User鈥�) means those individuals or businesses who directly sign up for a 91黑料 customer account using the standard purchasing process for purchasing 91黑料 DCS via 91黑料鈥檚 website. To clarify, Retail Customers refers to non-Referral and/or Resale customers.
鈥淩egistered Opportunities鈥� means the process undertaken by a partner to register a Qualified Opportunity in order to receive additional Partner Revenue Share. Said process shall involve an online form or partner portal provided by 91黑料 for the purposes of Opportunity Registration, as modified by 91黑料 from time to time at its discretion.
鈥淩eferral Customer鈥� or 鈥淩evenue Share End User鈥� means a lead, opportunity or customer of Partner that has entered into a Purchase Agreement with 91黑料 for receipt of access to the Storage Platform and the Services.
鈥淩eferral Customer Agreement鈥� means a Purchase Agreement executed between 91黑料 and a Qualified Opportunity and/or Registered Opportunity for the Services.
鈥淩eferral Partner鈥� means a Partner that has been granted certain rights by 91黑料 to market and promote the Services as a means to refer new business to 91黑料. For purposes of the Partner Program, a Referral Partner will be labeled with one of the following labels: 鈥�Base鈥�, 鈥淎uthorized鈥�, 鈥淕old鈥�, or 鈥淧latinum.鈥�
鈥淩esale Customer鈥� means a new end user who has executed a Resale Customer Purchase Agreement with Partner or with 91黑料.
鈥淩esale Customer Purchase Agreement鈥� means an agreement, in the form of a 91黑料 DCS Purchase Agreement, entered into by and between Partner and Partner鈥檚 Resale Customer(s), as applicable.
鈥淩esale Fees鈥� means fees paid to Partner by 91黑料 for net revenue directly generated, and realized, by Resale Customers. Resale Fees may include revenue share rebates that are applied to a Partner鈥檚 monthly invoice based on certain usage milestones.
鈥淩eseller Partner鈥� means a partner that has been granted certain rights by 91黑料 to market/promote and resell the Services. For purposes of the Partner Program, a Reseller will be labeled as one of the following: 鈥�Private Label Reseller鈥� or 鈥淎uthorized Reseller鈥� (includes: Direct/Traditional Resellers and Value-Add Resellers - VAR/MSP/SI)
鈥淪ervice Level Agreement鈥� (鈥淪LA鈥�) means 91黑料鈥檚 use of commercially reasonable efforts to meet certain service level commitments, and is found in Section 9 of the Terms of Service ( /terms-of-service). Includes the Storage Services SLA and Edge Services SLA and availability calculations are based upon the service records maintained by 91黑料.
鈥淪torage Transfer Service鈥� means the service provided by 91黑料 to customers/partners for the transfer of Storage Materials for storage on, and retrieval from, the Storage Platform either via the Uplink Client or Edge Services.
鈥�Storage Platform鈥� means the 91黑料 distributed cloud storage platform, which is made available to customers as affordable and scalable cloud services that support their data/object storage needs, as may be updated or modified by 91黑料 from time to time.
鈥淪torage Materials鈥� means any end user data and/or other web objects and materials stored on the Storage Platform.
鈥沦迟辞谤箩鈥� (the 鈥淪ervices鈥� or 鈥淐loud Storage Services鈥�) in general, refers to any cloud-based SaaS products and services offered by 91黑料, and more specifically means the distributed cloud storage\\ services provided by 91黑料 to end users, either directly or indirectly via a third-party. 91黑料 DCS enables end users to store data and other web objects and materials via a distributed network of third-party devices that comprise the Company鈥檚 storage platform.
鈥�91黑料 Channel Partner Program鈥� (or 鈥淧artner Program鈥�) means the partnership program maintained by 91黑料 and offered to participants, including channel partnerships and open-source partnerships.
鈥�91黑料 Marks鈥� means 91黑料 trademarks, trade names, service marks, and service names.
鈥�91黑料 Materials鈥� means materials provided or disclosed to a partner by 91黑料 for use exclusively by said partner.
鈥�91黑料 Node Network鈥� (the 鈥淪torage Network鈥� or 鈥淪NN鈥�) means the distributed network of third-party devices that comprise 91黑料鈥檚 Storage Platform.
鈥�91黑料 Partner Portal鈥� (or 鈥淧artner Portal鈥�) 91黑料 will provide partners with access to a partner portal to identify, qualify or register new business/customer opportunities.
鈥淪3 Compatible Gateway鈥� means a globally distributed, multi-region cloud-hosted S3-compatible gateway service operated by 91黑料.
"Tech Integration Partnerships" and "Technology Partners" generally refers to and/or involves the development of technology integrations that allow shared functionality and the exchange of data between two products. 91黑料 works with Technology Partners (referred to as Platinum Channel Partners or Tech Alliance Partners) to develop integrations that help their mutual customers and prospects use their combined products more effectively.
鈥淭echnical Alliance Partner鈥� means the highest level of Partner in the 91黑料 Partner Program and a partnership that includes extensive tech integration, co-marketing and co-selling activities. This type of partner in the 91黑料 Partner Program is generally referred to as a 鈥�Tech Alliance Partner鈥� and may be granted marketing rights, resale rights or a combination of both.
鈥淭erms of Service'' (or 鈥淓nd User Terms of Service鈥�) means the legal agreement between an end user and 91黑料, governing the terms of the end user鈥檚 use of the Services (/terms-of-service). Incorporates by reference the following end user-specific agreements: Terms of Use ( /terms-of-use), Privacy Policy ( /privacy-policy), Code of Conduct (/code-of-conduct) and Node Operator Terms and Conditions ( /node-operator-terms-conditions). An End User accepts, and agrees to be bound by, the Terms of Service by accepting the terms, either by clicking to signify acceptance, by setting up a customer account, or by using the Services.
鈥淯辫濒颈苍办鈥� means the Libuplink asynchronous multi-platform client library, S3 Compatible Gateway and command line interface for encrypted transfer of Storage Materials on the Storage Platform for use by a customer/partner to create customer applications.