These DigitalOcean Partner Services Fund Terms and Conditions (these “PSF Terms”) govern your participation in the DigitalOcean Partner Services Fund (the “Program” or “PSF”) and your receipt of any Funding under it. These PSF Terms are an agreement between DigitalOcean, LLC and its applicable affiliates (“DigitalOcean,” “we,” “us,” or “our”) and the entity you represent (“Partner,” “you,” or “your”).
These PSF Terms take effect when you submit your first Funding Request or, if earlier, when you receive any Funding (the “Effective Date”). If you are entering into these PSF Terms on behalf of an entity, you represent that you have authority to bind that entity. These PSF Terms are a Program Guide under, and are incorporated by reference into and form part of, the DigitalOcean Partner Terms and Conditions (available at https://www.digitalocean.com/legal/partner-terms-and-conditions) and the other Partner Program Documents referenced therein (collectively, the “Partner Agreement”). Capitalized terms not defined here have the meaning given in the Partner Agreement.
1.1 Purpose. The Program provides discretionary financial support to eligible Partners to offset costs associated with customer migrations, technical assessments, and proofs of concept, in order to accelerate deal velocity and customer time-to-value. Funding is provided as a benefit of the Program and is not a payment for services rendered to DigitalOcean.
1.2 Discretionary Benefit; No Entitlement. Participation in the Program and all Funding are provided at DigitalOcean’s sole discretion and are subject to available Program budget. Nothing in these PSF Terms obligates DigitalOcean to approve any Funding Request, to provide any minimum amount of Funding, or to continue the Program. DigitalOcean may set, adjust, or exhaust budget allocations by region, tier, partner, period, or opportunity at any time. No Funding is earned, accrued, or payable unless and until it is approved in writing in accordance with Section 4 and all applicable conditions and Deliverables are satisfied.
1.3 Program Administration; Contacts. The Program is administered through the DigitalOcean Partner Portal (“PXP”). Your primary point of contact is your assigned DigitalOcean Partner Development Manager (“PDM”). Certain Funding categories require additional approval as set out in Section 3 and Section 4. You are responsible for activity conducted under your PXP account, except to the extent caused by DigitalOcean. DigitalOcean handles personal information you provide in connection with the Program in accordance with the DigitalOcean Privacy Policy (https://www.digitalocean.com/legal/privacy-policy).
1.4 Partner Conduct. You will at all times (a) conduct your Program activities in a professional and competent manner and in accordance with the DigitalOcean Code of Conduct (https://www.digitalocean.com/community/pages/code-of-conduct); (b) comply with all applicable laws, rules, regulations, and orders of any governmental authority; © not make any false, misleading, or deceptive statements regarding DigitalOcean, its services, or the Program; and (d) not misrepresent to any customer or third party the existence, source, amount, or purpose of any Funding, and make any customer disclosures required under Section 6.
2.1 Partner Eligibility. The Program is available only to active DigitalOcean Strategic Partners. To be eligible for Funding, you must hold active DigitalOcean Strategic Partner status in good standing under the Partner Agreement as of the date of the Funding Request and as of the date of any disbursement. DigitalOcean offers multiple, separate partner pathways including the DigitalOcean Partner Pod solutions partner program, the DigitalOcean Startups (Hatch) program for venture and accelerator partners, and the DigitalOcean Marketplace vendor program. Participation in, or benefits under, any of those other pathways does not by itself confer Strategic Partner status or eligibility for the Program.
2.2 Deal Qualification Criteria. All of the following criteria must be satisfied before any PSF offering is positioned to a customer and before a Funding Request is submitted. Failure to meet any criterion will result in rejection of the Funding Request.
2.3 ARR Floor Waiver. The $60,000 ARR floor may be waived for Serverless Inference and dedicated inference migration opportunities where initial monthly recurring revenue is low but displacement evidence is strong (for example, where the customer is currently spending $100,000 or more with a competing foundation model vendor). The ARR Floor Waiver requires the prior written approval of the DigitalOcean VP, Channel Partnerships (or delegate) and the Required Evidence described in Section 3.5.
2.4 Opportunity Registration. Registration of an opportunity in PXP does not constitute approval of Funding, guarantee exclusivity, or create any commitment by DigitalOcean. Approval occurs only as described in Section 4.
3.1 General. The Program offers the Funding categories described in this Section 3. You must align the engagement to the appropriate category before submitting a Funding Request. Stated caps are maximums, not entitlements; DigitalOcean may approve a lesser amount. Funding categories may not be combined or stacked on a single registered opportunity. Each registered opportunity is eligible for one (1) Funding category only, and you must select the category that best reflects the primary engagement type. Funding Requests that attempt to stack multiple categories will be rejected. Where a Funding cap is expressed as a percentage of ARR, the calculation basis is the customer-signed Committed ARR for the initial twelve (12) month term, and is not calculated on account manager forecast or day-one monthly recurring revenue. The signed commitment must be in place before the percentage-based Funding amount is calculated.
3.2 Architecture Review & Assessment.
Funding Cap: Up to $3,000.
Scope: Cloud architecture reviews, AI/ML readiness assessments, data analytics readiness assessments, and security posture assessments.
Eligibility: Standard deal qualification criteria in Section 2 apply; no additional requirements.
Deliverable: A written assessment report, shared with the customer and submitted to your PDM.
Approval: PDM approval sufficient.
3.3 Proof of Concept (POC).
Funding Cap: Up to $6,000 per registered opportunity (Core DigitalOcean or Serverless Inference).
Standard POC (Core DigitalOcean): Up to $6,000 to validate platform capability.
Serverless Inference POC: Up to $6,000 for displacement of inference workloads from a competing cloud service provider or foundation model vendor, or onboarding of net-new inference customers to DigitalOcean.
Expected Return: Each POC category carries an expected deal return of ten (10) times the Funding amount. Expected return is a Program guideline used in evaluation and is not a Partner guarantee or revenue commitment.
Deliverable: A POC results summary and/or customer sign-off document.
Approval: PDM approval sufficient.
3.4 Migration & Implementation.
Funding Cap: Twenty percent (20%) of Year 1 Committed ARR.
Calculation Basis: Customer-signed Committed ARR (twelve (12) month term), as described in Section 3.1.
Funds Usage: You may apply Funding to professional services costs, or convert the full approved amount into Infrastructure Credits for the customer. Conversion requires coordination with, and the approval of, your PDM, and is subject to Section 4.8.
Deliverable: A signed statement of work (“SOW”) and completed migration evidence are required before final payout.
Approval: PDM approval sufficient.
3.5 Serverless Inference Migration Overlay.
Funding Cap: Twenty percent (20%) of Committed ARR; ARR Floor Waiver eligible.
Target Use Case: Competitive displacement of inference workloads (cloud service provider or foundation model vendor), or net-new inference customers to DigitalOcean.
ARR Calculation: Customer-signed Committed ARR only; account manager forecast does not qualify. The signed commitment must be in place before Funding is calculated.
Floor Waiver: The standard $60,000 ARR floor may be waived where initial monthly recurring revenue is low but displacement evidence is strong, as described in Section 2.3.
Required Evidence: Competitor spend documentation is required — an invoice, contract excerpt, or written customer confirmation of current foundation model vendor spend.
Approval: PDM and VP, Channel Partnerships (or delegate) approval required.
3.6 Quick Reference.
4.1 Submission. You must submit each Funding Request through PXP, identifying the registered opportunity, the applicable Funding category, the requested amount, the planned activities, and the supporting basis (including Committed ARR documentation and, where applicable, the Required Evidence). DigitalOcean may require additional information.
4.2 Pre-Approval Required. You are eligible for Funding only if you (a) submit a complete Funding Request, (b) receive DigitalOcean’s written approval before the start of the funded activity, and © complete the activity in accordance with the approved Funding Request and these PSF Terms. Costs incurred before written approval are not eligible for Funding. Approval authority is as set out in Section 3.
4.3 Deliverables and Proof of Execution. Funding is conditioned on your delivery of the applicable Deliverables for the relevant category (for example, a written assessment report; a POC results summary and/or customer sign-off; or a signed SOW and completed migration evidence). DigitalOcean may withhold or reduce Funding if Deliverables are incomplete, late, or not validated.
4.4 Claims and Invoicing. After Deliverables are accepted, you must submit a claim with a valid invoice and supporting documentation through PXP (or as otherwise directed) within thirty (30) days. Claims submitted after the applicable window or after expiration of the approval may be rejected. Invoices must reference the approved Funding Request identifier.
4.5 Disbursement. Approved Funding will be disbursed within thirty (30) days of claim acceptance, using the payment method designated in PXP, subject to Section 13 (Taxes) and any withholding required by law. DigitalOcean may net approved Funding against amounts you owe DigitalOcean.
4.6 Eligible and Ineligible Costs. Funding may be used only for the approved activity and intended purpose communicated by DigitalOcean. Funding may not be used for your general overhead, your employees’ personal benefit, costs unrelated to the funded opportunity, or any unlawful purpose. DigitalOcean may publish category-specific cost guidelines, which form part of these PSF Terms.
4.7 No Duplicate Funding. You may not receive Funding for the same costs, activity, or opportunity from more than one Program category, or in combination with any other DigitalOcean incentive, rebate, credit, margin, or co-funding program including Partner Pod margin, DigitalOcean Startups (Hatch) infrastructure credits, and Marketplace incentives except where DigitalOcean expressly approves the combination in writing. You must disclose any other funding sources applicable to the opportunity.
4.8 Conversion to Infrastructure Credits. Where a category permits conversion of Funding into Infrastructure Credits for the customer, such credits are governed by DigitalOcean’s then-current credit terms, are non-transferable and non-refundable, and may not be exchanged for cash. Conversion requires PDM coordination and approval.
4.9 Recoupment; Clawback. If DigitalOcean determines that any Funding was approved or paid based on inaccurate, incomplete, or fraudulent information, that you were not eligible, that the customer commitment is reduced, cancelled, or not realized, that Deliverables were not met, or that these PSF Terms were breached, then DigitalOcean may, in addition to its other remedies, (a) cancel unpaid Funding, (b) require you to return Funding upon request, and/or © offset the amount against current or future Funding or other amounts payable to you. This Section 4.9 survives termination.
You will maintain complete and accurate records relating to each Funding Request, the funded activity, the underlying customer commitment, and all costs claimed, for at least twenty-four (24) months following disbursement. Upon reasonable notice, DigitalOcean (or its representatives under confidentiality obligations) may audit and verify your compliance with these PSF Terms and may request supporting documentation, including the Required Evidence and Committed ARR documentation. If an audit reveals non-compliance or overpayment, Section 4.9 applies, and you will reimburse reasonable audit costs where the overpayment exceeds five percent (5%) of the amount claimed.
6.1 Customer Benefit and Disclosure. Where Funding is intended to deliver benefit to a customer (including Infrastructure Credits or discounted or free services from you), you will ensure the customer receives that benefit and will make any disclosures to the customer required by law or by the customer’s procurement rules.
6.2 Government Customer Projects. If Funding supports an existing or potential relationship with a Government customer, you will: (a) ensure the Government derives independent financial benefit from the Funding where the Funding is monetary; (b) comply with all applicable Government procurement laws, rules, and contract provisions, including those addressing discounts, rebates, gratuities, conflicts of interest, and false claims; © avoid creating any actual or apparent conflict of interest for you or DigitalOcean; and (d) disclose your receipt of Funding to the Government customer to the extent required by law, Government contracting requirements, or DigitalOcean. You must confirm with the customer’s contracting or ethics officer that your use of Funding is lawful and permissible.
6.3 Anti-Bribery; Anti-Corruption. You will not offer, pay, promise, or authorize any bribe, kickback, or improper payment to any person in connection with the Program, and you will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. You will promptly notify DigitalOcean of any investigation or proceeding relating to such matters in connection with a funded opportunity.
Each party will protect the other’s Confidential Information disclosed under the Program using at least the same degree of care it uses for its own confidential information of like nature, and in no event less than reasonable care, and will use it only in connection with the Program. These obligations continue during the term and for three (3) years after termination, except for trade secrets, which remain protected for as long as they qualify as such under applicable law. The existence, content, and amount of any Funding, Funding Request, and Required Evidence are Confidential Information of DigitalOcean and the customer, as applicable. You will not issue any press release or public statement regarding the Program or any Funding without DigitalOcean’s prior written consent. This Section does not supersede any separate non-disclosure agreement between the parties.
8.1 Deliverables. As between the parties, you retain ownership of assessment reports, POC summaries, SOWs, and similar Deliverables you create, subject to any third-party or customer rights. You grant DigitalOcean a worldwide, royalty-free, non-exclusive license to use, reproduce, and internally distribute the Deliverables and supporting documentation for the purpose of administering, verifying, and improving the Program.
8.2 Case Studies and Marks. If you provide case studies or testimonials, you authorize DigitalOcean to use, reproduce, display, and distribute them, along with your name and logo, for Program and marketing purposes. Any use of DigitalOcean’s trademarks, logos, or the “DigitalOcean Strategic Partner” designation is subject to DigitalOcean’s then-current trademark and brand guidelines, and confers no ownership in DigitalOcean’s marks.
THE PROGRAM, ALL FUNDING, INFRASTRUCTURE CREDITS, AND ANY MATERIALS PROVIDED THROUGH THE PROGRAM ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, DIGITALOCEAN AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT PARTICIPATION IN THE PROGRAM WILL GENERATE ANY PARTICULAR REVENUE, DEAL, OR OUTCOME. EXPECTED RETURNS REFERENCED IN THESE PSF TERMS ARE GUIDELINES ONLY AND ARE NOT GUARANTEES.
DIGITALOCEAN AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL, ARISING OUT OF OR RELATING TO THE PROGRAM OR THESE PSF TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIGITALOCEAN’S AND ITS AFFILIATES’ AGGREGATE LIABILITY IN CONNECTION WITH THE PROGRAM AND THESE PSF TERMS WILL NOT EXCEED THE TOTAL FUNDING ACTUALLY DISBURSED TO YOU UNDER THE PROGRAM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW.
11.1 Term. These PSF Terms commence on the Effective Date and continue until terminated. They terminate automatically upon termination or expiration of the Partner Agreement.
11.2 Termination. Either party may terminate these PSF Terms for convenience on thirty (30) days’ written notice. DigitalOcean may suspend or terminate these PSF Terms, your participation, or any pending Funding Request immediately on written notice if you materially breach these PSF Terms or the Partner Agreement, cease to be an eligible Strategic Partner, or if continued participation could subject DigitalOcean to legal, regulatory, or reputational harm. DigitalOcean may also modify or discontinue the Program as described in Section 12.
11.3 Effect of Termination. Upon termination, all pending and unpaid Funding Requests are cancelled unless DigitalOcean agrees otherwise in writing, you will cease use of any Program-related marks and benefits, and Sections 4.9, 5, 6, 7, 8, 9, 10, 13, 14, and 15 survive.
DigitalOcean may, at any time, change or discontinue all or part of the Program, adjust Funding categories, caps, eligibility criteria, or approval requirements, or modify these PSF Terms, by posting an updated version in PXP or otherwise notifying you. For changes that are materially adverse to you, DigitalOcean will provide at least thirty (30) days’ prior notice. Your continued participation after the effective date of a change constitutes acceptance. Changes do not retroactively affect Funding already approved in writing, except as permitted under Section 4.9.
13.1 Compliance. You will comply with all laws applicable to your participation in the Program, including anti-corruption, competition, and data protection laws.
13.2 Trade Compliance. You will comply with all applicable export, re-export, import, sanctions, and anti-boycott laws and regulations, and you represent that you and the relevant customer are not subject to sanctions or located in an embargoed jurisdiction in a manner that would make the Funding unlawful.
13.3 Taxes. Each party is responsible for its own taxes arising from the Program. You are responsible for any taxes imposed on Funding you receive. DigitalOcean may deduct or withhold taxes it is legally required to withhold, and payment as reduced by such withholding constitutes full settlement. You will provide any tax forms, documentation, or certifications DigitalOcean reasonably requires to satisfy its reporting or withholding obligations.
14.1 Independent Contractors. The parties are independent contractors. These PSF Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. You have no authority to bind DigitalOcean. The Program is non-exclusive and contains no revenue guarantee, commission, or revenue-sharing arrangement.
14.2 Assignment. You may not assign these PSF Terms without DigitalOcean’s prior written consent; any attempted assignment in violation is void. DigitalOcean may assign in connection with a reorganization, merger, or sale of assets, or to an affiliate.
14.3 Entire Agreement; Order of Precedence. These PSF Terms, together with the Partner Agreement and any Program guidelines referenced here, are the entire agreement regarding the Program and supersede prior understandings on this subject. Any conflict or inconsistency will be resolved in accordance with the order of precedence set forth in the DigitalOcean Partner Terms and Conditions, except that these PSF Terms govern as to Program matters expressly addressed herein; provided further that Sections 4.9 (Recoupment; Clawback) and 10 (Limitation of Liability) of these PSF Terms control over any conflicting provision of the Partner Agreement with respect to Funding and the Program.
14.4 Governing Law; Disputes. These PSF Terms are governed by the governing law and dispute-resolution provisions as stated in the Partner Agreement.
14.5 Notices. Notices will be given in accordance with the notice provisions of the Partner Agreement.
14.6 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
14.7 Waiver; Severability. A failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remainder remains in effect and the provision is reformed to the minimum extent necessary.
14.8 No Third-Party Beneficiaries. These PSF Terms create no third-party beneficiary rights, including for any customer.
“Committed ARR” means the annual recurring revenue under a customer’s signed commitment for the initial twelve (12) month term, as evidenced by the executed customer agreement. Committed ARR excludes account manager forecast and day-one monthly recurring revenue.
“Confidential Information” means non-public information disclosed in connection with the Program that is designated confidential or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure, subject to customary exclusions for information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party.
“Deliverable” means the documentation required for a Funding category under Section 3, including written assessment reports, POC results summaries, customer sign-offs, signed SOWs, and completed migration evidence.
“Funding” means the financial support (and any associated Infrastructure Credits) provided under the Program.
“Funding Request” means a complete request for Funding submitted through PXP under Section 4.
“Government” means any entity that is part of, or substantially owned, funded, managed, or controlled by, any government at any level.
“Infrastructure Credits” means DigitalOcean service credits applied to a customer account, governed by DigitalOcean’s then-current credit terms.
“PDM” means the DigitalOcean Partner Development Manager assigned to you.
“PXP” means the DigitalOcean Partner Portal through which the Program is administered.
“Required Evidence” means competitor spend documentation (an invoice, contract excerpt, or written customer confirmation of current foundation model vendor spend) required for the Serverless Inference Migration Overlay and the ARR Floor Waiver.
“Serverless Inference” means DigitalOcean’s serverless AI/ML inference offerings, within the DigitalOcean AI Platform product family, for purposes of the inference-related Funding categories.
“Strategic Partner” means a Partner holding active DigitalOcean Strategic Partner status under the Partner Agreement.
“VP, Channel Partnerships” means the DigitalOcean Vice President of Channel Partnerships or that person’s delegate.