These Terms and Conditions (“Terms”) constitute a binding legal agreement between Channel Companion, LLC, a Delaware limited liability company (“Channel Companion,” “we,” “us,” or “our”), and the individual or entity accessing or using the Channel Companion platform, services, or website (the “User,” “you,” or “your”). By clicking “Approve,” creating an account, or otherwise accessing or using the Channel Companion platform (the “Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.
Section 1. Definitions
- “Account” means the registered user account issued to you for access to the Platform.
- “Channel Manager” means an authorized user representing a Supplier’s channel program.
- “Confidential Information” has the meaning set forth in Section 8.D.
- “Customer Data” means all data, content, and information submitted to, uploaded to, or generated through the Platform by or on behalf of a User, including opportunity data, quote requests, customer information, and documents.
- “Platform” means the Channel Companion software-as-a-service platform, including any websites, applications, APIs, features, functionality, and related services made available by Channel Companion.
- “Subscription” means the paid or free tier of access to the Platform selected by the User.
- “Supplier” means a technology vendor, service provider, or manufacturer whose offerings are represented on the Platform.
- “Trusted Advisor” means an independent advisor, broker, consultant, or agent who advises end-user customers on technology procurement and uses the Platform to register, track, or progress opportunities.
- “TSD” means a Technology Services Distributor or similar master agency through which Trusted Advisors transact with Suppliers.
- “User” means any individual or entity accessing or using the Platform, including Trusted Advisors, Suppliers, TSDs, and Channel Managers.
Section 2. Account Registration and Eligibility
A. Eligibility. You must be at least eighteen (18) years of age and have the legal authority to enter into a binding contract on behalf of yourself or the entity you represent. By registering an Account, you represent and warrant that all registration information is true, accurate, and complete, and that you will keep such information current.
B. Account Creation. Access to the Platform requires a registered Account. Each individual user must maintain their own Account. Channel Companion reserves the right to refuse, suspend, or terminate any Account at its sole discretion.
C. Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to notify Channel Companion immediately of any unauthorized use of your Account or any other breach of security.
D. One Account Per User. Account credentials may not be shared, transferred, sold, or otherwise disclosed to any other person, whether inside or outside your organization. Violations of this provision will be treated as a material breach of these Terms and a breach of the confidentiality obligations set forth in Section 8.
Section 3. Subscription Tiers, Fees, and Payment
A. Subscription Tiers. The Platform is offered in multiple subscription tiers, including a free tier and one or more paid tiers. The features, usage limits, and pricing of each tier are set forth on the Channel Companion website or order form applicable to your Subscription. Channel Companion reserves the right to modify tier features with reasonable notice to active Users.
B. Fees. Paid Subscriptions are billed in advance on a monthly or annual basis, as selected by the User at the time of subscription. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in these Terms or as required by applicable law.
C. Payment Method. You agree to provide a valid payment method and authorize Channel Companion, or its designated payment processor, to charge the applicable fees to that payment method on a recurring basis. You are responsible for maintaining current and accurate payment information.
D. Automatic Renewal. Paid Subscriptions automatically renew at the end of each billing period for a successive period of equal length, at the then-current rates, unless cancelled in accordance with Section 9. Channel Companion will provide reasonable advance notice of any material change in fees applicable to your Subscription.
E. Taxes. All fees are exclusive of applicable sales, use, value-added, withholding, or similar taxes, which are your sole responsibility unless Channel Companion is legally required to collect them.
F. Late Payments and Suspension. Fees not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Channel Companion may suspend access to the Platform for any Account with past-due fees after providing reasonable notice.
G. Price Changes. Channel Companion may change Subscription fees at any time upon at least thirty (30) days’ prior notice. Price changes will take effect at the start of the next renewal period following the notice.
H. Free Tier. Free-tier access is provided “as-is” without any commitment to uptime, support, feature availability, or continued access. Channel Companion may modify, limit, or discontinue the free tier at any time without notice.
Section 4. Acceptable Use
You agree not to, and will not permit any third party to:
- Access or use the Platform for any purpose other than its intended use as an intelligence and matching platform for the technology channel ecosystem;
- Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or matching logic of the Platform;
- Copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Platform or any portion thereof;
- Scrape, crawl, data-mine, harvest, or otherwise extract data from the Platform by automated means, except through interfaces expressly provided by Channel Companion;
- Use the Platform to build, train, or improve any competing product, service, model, or dataset;
- Use the Platform to transmit any material that is unlawful, defamatory, fraudulent, harassing, or infringing;
- Upload or transmit any viruses, malware, or other malicious code;
- Interfere with, disrupt, or impair the integrity, security, or performance of the Platform;
- Circumvent any authentication, rate limiting, access control, or security measure;
- Misrepresent your identity, affiliation, or authority;
- Resell, repackage, white-label, or provide Platform access to any third party except under a separately executed written agreement with Channel Companion;
- Use the Platform in violation of any applicable law, regulation, or third-party agreement, including agreements with Suppliers or TSDs.
Violations of this Section 4 may result in immediate suspension or termination of your Account and may expose you to civil and criminal liability.
Section 5. Service Availability and Support
A. Availability. Channel Companion will use commercially reasonable efforts to make the paid tiers of the Platform available with a target uptime of ninety-nine and five-tenths percent (99.5%) per calendar month, excluding scheduled maintenance, emergency maintenance, and any unavailability caused by factors outside Channel Companion’s reasonable control.
B. Scheduled Maintenance. Channel Companion will use reasonable efforts to provide advance notice of scheduled maintenance and to perform such maintenance outside of standard U.S. business hours where practicable.
C. Support. Support scope, response targets, and channels are determined by your Subscription tier and are described on the Channel Companion website or order form. The free tier is provided without any support obligation.
D. No Service Credits. The availability target in this Section 5 is a target, not a warranty, and does not entitle any User to service credits, refunds, or other remedies except as expressly set forth in a separately executed service level agreement.
Section 6. Intellectual Property
A. Channel Companion IP. Channel Companion and its licensors retain all right, title, and interest in and to the Platform, including all software, code, features, functionality, user interfaces, workflows, matching logic, scoring methodology, supplier intelligence, aggregated data, documentation, trademarks, logos, and all derivatives, enhancements, and improvements thereof. No rights are granted to you except as expressly set forth in these Terms.
B. Limited License to User. Subject to your compliance with these Terms and payment of applicable fees, Channel Companion grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the term of your Subscription solely for your internal business purposes.
C. Customer Data. As between the parties, you retain all right, title, and interest in and to your Customer Data. You grant Channel Companion a worldwide, royalty-free, non-exclusive license to host, store, copy, process, transmit, display, and otherwise use Customer Data as necessary to operate, maintain, secure, and improve the Platform and to perform Channel Companion’s obligations under these Terms.
D. Aggregated and De-Identified Data. Channel Companion may collect, use, and share aggregated, anonymized, or de-identified data derived from Customer Data and Platform usage for any lawful business purpose, including service improvement, analytics, benchmarking, and market intelligence, provided that such data does not identify you, your customers, or any individual.
E. Feedback. If you provide Channel Companion with suggestions, feedback, feature requests, or other input regarding the Platform (“Feedback”), you grant Channel Companion a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback without restriction and without obligation to you.
F. Trademarks. “Channel Companion,” “The Channel Standard,” and related logos and marks are trademarks of Channel Companion, LLC or its affiliates. You may not use any Channel Companion trademark without prior written consent.
Section 7. Data, Privacy, and Security
A. Privacy Policy. Channel Companion’s collection, use, and disclosure of personal information is governed by the Channel Companion Privacy Policy, which is incorporated by reference into these Terms.
B. Security Measures. Channel Companion will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, including encryption of data in transit and at rest, access controls, and monitoring.
C. Subprocessors. Channel Companion may engage third-party service providers (“Subprocessors”) to provide hosting, infrastructure, analytics, communications, and other services necessary to operate the Platform. A current list of material Subprocessors is available upon request.
D. Breach Notification. Channel Companion will notify affected Users without undue delay following confirmation of a security incident that results in the unauthorized access to or disclosure of Customer Data, consistent with applicable law.
E. User Responsibilities. You are responsible for the accuracy, quality, legality, and appropriateness of Customer Data, for obtaining all necessary rights and consents to submit Customer Data to the Platform, and for your own compliance with applicable privacy and data protection laws, including GDPR, CCPA, and other similar laws, with respect to your end-user customers.
F. Data Retention and Export. During the term of your Subscription, you may export Customer Data using features made available in the Platform. Following termination, Channel Companion will retain Customer Data for a period of thirty (30) days, during which you may request export. After such period, Channel Companion may delete Customer Data in accordance with its standard data retention practices, except as required by law.
Section 8. Letter of Authorization, Mutual Non-Disclosure, and Confidentiality
A. Grant of Authority. By accepting these Terms and Conditions, Trusted Advisor explicitly authorizes and appoints Channel Companion, LLC to act as Trusted Advisor’s authorized agent and intermediary for the limited purposes set forth in this Section. This authorization constitutes a Letter of Authorization (LOA) under industry-standard practice and shall remain in effect for the duration of Trusted Advisor’s active account, unless revoked in writing pursuant to the Termination provisions of these Terms.
B. Scope of Authorization. Trusted Advisor authorizes Channel Companion to act on its behalf to:
- Register Opportunities and Deals. Submit, register, and track deal registrations, opportunity registrations, and partner-of-record designations with any Supplier and any Technology Services Distributor (“TSD”) at the direction or request of Trusted Advisor.
- Facilitate Communications. Serve as the communication platform and intermediary through which Trusted Advisor, Supplier, and TSD exchange information related to active opportunities.
- Transmit Confidential Information. Receive, store, route, and transmit confidential and commercially sensitive information between Trusted Advisor, Supplier, and TSD as reasonably necessary to facilitate the registration, qualification, and progression of opportunities.
- Represent Trusted Advisor’s Designation. Identify Trusted Advisor as the partner of record, advisor of record, or originating party on any opportunity submitted through the platform.
- Submit Signed Orders and Contracts. At the express direction of Trusted Advisor, transmit signed orders, service agreements, order forms, contracts, and any other legally binding execution documents to any Supplier or TSD on behalf of Trusted Advisor and the underlying end-user customer. Channel Companion’s role is limited to transmission and routing of documents that have been reviewed, approved, and executed by Trusted Advisor and/or the end-user customer prior to submission.
- Submit Order Changes and Corrections. At the express direction of Trusted Advisor, transmit change orders, order corrections, moves, adds, changes, and disconnects (“MACDs”), amendments, renewals, and cancellations to any Supplier or TSD on behalf of Trusted Advisor.
C. Limitations of Authority. Channel Companion’s authority under this Section is expressly limited to the activities described above. Channel Companion is not authorized to:
- Negotiate or execute binding contracts, master service agreements, or pricing agreements on behalf of Trusted Advisor;
- Execute, sign, or submit any order, contract, or legally binding document on its own initiative or without Trusted Advisor’s express direction and prior approval;
- Bind Trusted Advisor to any financial obligation, commission split, or commercial term;
- Act as a party to the underlying customer transaction;
- Modify or supersede any existing agreements between Trusted Advisor and any Supplier or TSD.
Trusted Advisor remains solely responsible for the accuracy of information submitted through the platform, for compliance with the terms of any agreements with Suppliers and TSDs, and for any commercial or contractual outcomes arising from opportunities registered through Channel Companion.
D. Mutual Non-Disclosure. Acceptance of these Terms also constitutes a Mutual Non-Disclosure Agreement (“MNDA”) between Channel Companion and Trusted Advisor. “Confidential Information” includes all non-public information exchanged through the Channel Companion platform, including quote requests, quotes, pricing, discount structures, customer details, opportunity data, communications, and the platform itself including its features, functionality, matching logic, and scoring methodology. Each party agrees to hold the other party’s Confidential Information in strict confidence, use such information solely for the purposes contemplated by these Terms, and not disclose such information to any third party except as expressly permitted. The obligations of this MNDA shall survive termination for three (3) years, except that obligations relating to trade secrets shall survive indefinitely.
E. Platform Confidentiality and Account Security. The Channel Companion platform is a private platform operated for the exclusive use of authorized Trusted Advisors, Suppliers, TSDs, and Channel Managers. Trusted Advisor agrees not to disclose, publish, screenshot for distribution, demonstrate, describe in detail, or otherwise share with any third party any information about the Channel Companion platform, including its features, functionality, user interface, workflows, matching logic, supplier data, or opportunity data.
F–G. Representations, Governing Law, and Acceptance. By accepting these Terms, Trusted Advisor represents it has full legal authority to grant the authorizations herein. This Section is governed by the laws of the State of Delaware. By clicking “Approve” or otherwise indicating acceptance, Trusted Advisor acknowledges it has read, understood, and agreed to this Letter of Authorization, MNDA, and Platform Confidentiality clause.
Section 9. Term and Termination
A. Term. These Terms become effective upon your acceptance and continue until terminated in accordance with this Section 9.
B. Termination for Convenience by User. You may cancel your Subscription at any time through the Platform’s account settings or by providing written notice to Channel Companion. Cancellation will take effect at the end of the then-current billing period, and no refund will be issued for prepaid fees.
C. Termination for Convenience by Channel Companion. Channel Companion may terminate these Terms or your Account for convenience upon thirty (30) days’ prior notice, in which case Channel Companion will refund any prepaid fees for unused Subscription periods on a pro-rata basis.
D. Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days following written notice of the breach. Channel Companion may terminate immediately for violations of Section 4 (Acceptable Use), Section 8 (LOA, MNDA, and Confidentiality), or suspected fraud or illegal activity.
E. Suspension. Channel Companion may suspend your Account at any time, with or without notice, for suspected violations of these Terms, non-payment, security concerns, or to protect the integrity of the Platform or other Users.
F. Effect of Termination. Upon termination: (i) your right to access and use the Platform immediately ceases; (ii) Channel Companion’s authority under the LOA in Section 8 is revoked; (iii) you remain liable for all fees incurred prior to termination; (iv) you may export Customer Data during the thirty (30)-day period described in Section 7.F; and (v) any provisions that by their nature should survive termination will survive, including Sections 4, 6, 7, 8, 10, 11, 12, 13, and 14.
Section 10. Warranties and Disclaimers
A. Mutual Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under these Terms.
B. Limited Service Warranty. Channel Companion warrants that during your paid Subscription it will provide the Platform in a manner materially consistent with the documentation and descriptions provided on the Channel Companion website. Your sole and exclusive remedy for breach of this warranty is, at Channel Companion’s option, correction of the non-conformity or termination of your Subscription and a pro-rata refund of any prepaid fees for the unused portion of your Subscription.
C. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CHANNEL COMPANION DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR TITLE.
D. Beta Features. Channel Companion may make available beta, preview, or early-access features (“Beta Features”). Beta Features are provided “as is,” may be modified or removed at any time, are not covered by any service warranty or availability target, and are excluded from any SLA.
E. Third-Party Services. The Platform may integrate with or reference third-party services, including Supplier portals, TSD systems, communications platforms, and data enrichment providers. Channel Companion does not control and is not responsible for any third-party service.
Section 11. Limitation of Liability
A. Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CHANNEL COMPANION OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST OPPORTUNITIES, LOST COMMISSIONS, LOST BUSINESS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.
B. Cap on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHANNEL COMPANION’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO CHANNEL COMPANION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS ($100).
C. Free Tier. FOR USERS ON THE FREE TIER WHO HAVE NOT PAID ANY FEES TO CHANNEL COMPANION, CHANNEL COMPANION’S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
Section 12. Indemnification
A. Indemnification by User. You agree to defend, indemnify, and hold harmless Channel Companion and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your Customer Data; (ii) your breach of these Terms; (iii) your use of the Platform in violation of any law or any agreement between you and any Supplier, TSD, or end-user customer; (iv) any dispute between you and any Supplier, TSD, end-user customer, or other third party; and (v) your negligent, willful, or fraudulent acts or omissions.
B. Indemnification by Channel Companion. Channel Companion will defend, indemnify, and hold you harmless from and against any third-party claim alleging that the Platform, as provided by Channel Companion and used in accordance with these Terms, directly infringes a valid U.S. patent, copyright, or trademark of a third party.
Section 13. Dispute Resolution
A. Informal Resolution. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation before initiating any formal proceeding. A party must provide written notice of the dispute to the other party, and the parties shall have thirty (30) days to resolve the dispute through good-faith discussions.
B. Binding Arbitration. Except as set forth in Section 13.D, any dispute not resolved under Section 13.A shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Wilmington, Delaware, or by video conference at the arbitrator’s discretion.
C. Class Action Waiver. THE PARTIES AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
D. Carve-Outs. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
E. Governing Law and Venue. These Terms, and any dispute arising out of or relating to these Terms or the Platform, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Section 14. General Provisions
A. Modifications to Terms. Channel Companion may modify these Terms from time to time. Material changes will be communicated by email to the address associated with your Account or by notice within the Platform, with an effective date of at least thirty (30) days after notice.
B. Assignment. You may not assign or transfer these Terms, in whole or in part, without Channel Companion’s prior written consent. Channel Companion may freely assign these Terms, including in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets.
C. Publicity. Channel Companion may identify you as a User of the Platform and use your company name and logo on its website, investor and partner materials, and marketing collateral, subject to any reasonable trademark usage guidelines you provide in writing.
D. Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
E. Notices. Notices to Channel Companion must be sent to legal@thechannelstandard.com with a copy to Channel Companion, LLC, at 8 The Green, Suite B, Dover, DE 19901.
J. Entire Agreement. These Terms, together with the Privacy Policy and any order form, addendum, or statement of work expressly referencing these Terms, constitute the entire agreement between the parties regarding the Platform.
L. Electronic Acceptance. You agree that your electronic acceptance of these Terms, whether by clicking “Approve,” creating an Account, or continuing to use the Platform, has the same legal effect as a handwritten signature.
Section 15. Application to Existing Users and Transition
Transition Date: May 18, 2026. These Terms apply to all Users of the Platform, including Users who created an Account or used the Platform prior to the Effective Date. Existing Users will receive notice of these Terms by email not less than thirty (30) days prior to the Transition Date.
B. Acceptance by Existing Users. Existing Users may indicate acceptance by clicking “Approve” within the Platform or by continuing to access or use the Platform on or after the Transition Date.
C. Right to Decline. Any Existing User who does not wish to be bound by these Terms may terminate their Account at any time prior to the Transition Date. An Existing User who terminates prior to the Transition Date for this reason is entitled to a pro-rata refund of any prepaid Subscription fees.
D–F. Survival, No Retroactive Liability, and Version Control. Prior agreements are superseded by these Terms as of the Transition Date for conduct occurring on or after that date. Nothing in these Terms imposes retroactive liability for conduct occurring prior to the Transition Date. Each material revision will be assigned a version identifier and effective date.
Acceptance
BY CLICKING “APPROVE,” CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE CHANNEL COMPANION PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE LETTER OF AUTHORIZATION, MUTUAL NON-DISCLOSURE AGREEMENT, AND PLATFORM CONFIDENTIALITY PROVISIONS IN SECTION 8.
Channel Companion, LLC · 8 The Green, Suite B, Dover, DE 19901 · legal@thechannelstandard.com