Terms of Service Agreement

Last Revised: October 17, 2017

Welcome to Duco Advisors, Inc. (“Dūcō”)! Dūcō is an online global marketplace that allows users seeking to connect with and receive expertise from foreign policy, national security, cybersecurity, and other experts and advisors (“Experts”) through a phone call, projects, and other services (collectively, the “Services”).

Dūcō provides these Services and content via this Website (the “Site”) or related applications (the “Applications”), which are subject to this Terms of Service Agreement (the “Agreement”). Please read them carefully, as they constitute a legally binding agreement. By accessing or using the Site or Services, downloading the Applications, clicking on the “I AGREE” button, or completing the registration process, you represent that (1) you have read, understand, and agree to be bound by this Agreement; (2) you are of legal age to form a binding contract with Dūcō; and (3) you have the authority to enter into this Agreement. If you do not agree to be bound by this Agreement, you may not access or use this Site, Applications or Services.

We may periodically change the Agreement without notice to you, so please check back at www.ducoexperts.com/terms from time to time for the updated Agreement. Unless explicitly stated otherwise, any new features that augment or enhance the Site or Applications shall be subject to this Agreement. If you are an Expert, you have agreed and are additionally subject to the terms of the Expert Contractor Agreement contained herein (“Expert Contractor Agreement”).

If you do not agree to this Agreement, you have no right to obtain information from or otherwise continue using the Site or Applications. Failure to use Dūcō Services or the Site or Applications in accordance with this Agreement may subject you to civil and criminal penalties.

The Site or Applications and Services comprise an online platform through which Experts may create Profiles (as defined below) in order to offer expertise to Clients. You understand and agree that Dūcō is not a party to any agreement – explicitly or implicitly – entered into between Users (as defined below). Dūcō has no control over the conduct of Users or other visitors of the Site, Applications and Services or any information provided in connection thereto, and disclaims all liability in this regard. The Site or Applications do not provide investment or legal advice, and no attorney-client relationship is created between users of the Services and Dūcō or its licensors. Dūcō makes no warranty or guarantee regarding the accuracy or quality of any information exchanged via Dūcō’s platform.

Definitions

Agents

Employed and contracted people and other entities that perform certain tasks on our behalf, under our control.

Agreement

The entirety of this Terms of Service Agreement, including the Expert Consultant Agreement.

Applications

Any programs, including iOS and Android applications, designed to perform coordinated functions, tasks, or activities on behalf for the benefit of our Users.

Call

A scheduled telephone or VOIP call or video call coordinated via the Services or Site or Applications between Clients and Experts in connection with and subject to the Agreement.

Call Fee

The Call Fee is the gross hourly rate the Client agrees to pay when s/he schedules a Call. It includes the payout to the expert—“Expert Rate”—and the Service Fee, which is the payment to Dūcō.

Client

A User who uses Dūcō’s Services to engage an Expert.

Client Account

An account created by a User who opts into the Site, Applications or Services via the client account registration process.

Content

Text, graphics, images, music, software (excluding the Applications), audio, video, information or other materials. This includes all content – Dūcō Content, Expert Content, and Client Content.

Client Content

Content an Expert creates specifically for a Client through Dūcō.

Dūcō Content

All Content that Dūcō makes available through the Site, Applications or Services, including any Content licensed from a third party, but excluding Expert Content.

Expert

A User who has been engaged by Dūcō to serve as an Expert and offer expertise to Clients. Once engaged by Dūcō, each Expert obtains and can edit his or her individual Profile via the Site, Applications or Services.

Expert Account

An account created by an Expert who opts into the Site, Applications or Services via the account registration process.

Expert Content

All Content that an Expert posts, uploads, publishes, submits or transmits to be made available through the Site, Applications or Services, usually featured on the Expert’s Profile.

Expert Contract Agreement

Part of this Agreement that pertains directly to Experts to which all Experts agree in order to participate on Dūcō’s platform.

Expert Rate

The rate the Expert chooses, in his or her sole discretion, to charge for an hour of time.

Privacy Policy

Our policies for collecting, managing, using, and disclosing User data and information. You can find our Privacy Policy at www.ducoexperts.com/privacy.

Profile

A Dūcō Site or Applications page that contains information provided by the Expert, such as background information, a photo, media clips, and other information about an Expert. The Expert is able to login and edit this information at anytime.

Project Fee

The price included in the Project Request for the Services. The Project Fee includes the payout to the Expert and the Service Fee, which is the payment to Dūcō. A Project Fee is for all Services except Calls, which is separately charged via a Call Fee.

Project Request

A request for products and other Services to be provided by an Expert to a Client. The Project Request may include the Client’s instructions, deadlines, standards, and criteria that dictate the Service and Project Fee quote.

Retained Content

Content an Expert has created or obtained independently of—or prior to—any Service to Client.

Services

Dūcō’s offerings to Clients, including Calls, product and Project Requests, and any other service offered for a fee.

Service Fee

A portion of Project Fees and Call fees are paid to Dūcō to pay for the third party services built into the platform, manage the platform, improve the platform, execute business development so the Services are made possible, recruit experts, etc. The Service Fee rates are explained in the Agreement and are subject to change, in Dūcō’s sole discretion.

Site

Any or all websites owned by Dūcō which link to this Agreement, including the website available at www.ducoexperts.com.

Submission

When an Expert completes a Service or submits a product for a Client.

Tax or Taxes

Any sales taxes, value added taxes (VAT), goods and services taxes (GST), and other similar municipal, provincial, state, and federal indirect or other withholding and personal or corporate income taxes, as appropriate.

User

A person who is —or any combination of —an Expert, Client, or visitor to the Site or Applications.

Client and Expert Account Registration

To sign up for the Services or to serve as an Expert (upon approval), you must register for a Client Account or Expert Account, where you must provide accurate and complete information and keep your Account information updated. You shall not use a name, nor select or use as a username, a name: (a) of another person with the intent to impersonate that person; (b) subject to any rights of a person other than you without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute, or post login information for your Account.

Platform License

Subject to Expert’s full compliance with the Agreement, Dūcō hereby grants Expert a non-exclusive, non-transferable, non-sublicensable license to access and use Dūcō’s online digital marketplace whereby Clients can search for Experts, and Experts can offer professional services to Clients, including but not limited to Calls, projects or products (including but not limited to writing, drafting, editing, research, translation, composition, and/or creation of visual arts, and/or audiovisual recordings of any kind), and whereby Clients may purchase or license such content and all intellectual property rights therein from the Experts. Except for the rights and licenses expressly granted to Expert in the section below in “Expert Contract Agreement,” no other license is granted and no other use is permitted. Dūcō (and its licensors) shall retain all rights and interests (including all intellectual property and proprietary rights) in and to the Platform and the Services.

Dūcō does not own, develop, endorse, and is not responsible for Client Content, Expert Content, or Retained Content. The use of a company or entity name in Expert Profiles, including biographical or employment information, should not be construed as an express or implied endorsement by such company or implied endorsement by Dūcō of such company or entity. Experts are not employees or under the supervision of Dūcō. Experts have agreed to be bound by this Agreement, including the Expert Contract Agreement, and have represented, among other things, which they will not disclose information that is subject to a confidentiality obligation or participate in Services in violation of any agreements or duties owed to employers or other third parties or in violation of any applicable laws. Dūcō relies on the accuracy of these representations of the Experts and does not necessarily seek independent verification. Dūcō shall have no liability for a breach of confidentiality by Expert of any Client information.

Except as expressly permitted in this Agreement, Users shall not directly or indirectly (i) use any of Dūcō’s Confidential Information to create any service, software, documentation or data that is similar to any aspect of the Services, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms or trade secrets therein, (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party, (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services, (v) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (vi) permit any third party to engage in any of the foregoing proscribed acts.

Call Requests, Project Requests, & Submissions

Experts shall abide by the terms of the Call in accordance with the agreed upon scheduled request. All Calls may be recorded by Dūcō. Expert shall submit Content to Clients in accordance with the applicable Client’s instructions, deadlines, standards, and criteria as dictated by Clients’ Project Request. Content that violates this Agreement or the Expert Contractor Agreement shall be deemed rejected. For written products and other Services that require a Project Request, Project Requests may dictate and control (i) the form, length, and content of the requested Submissions, (ii) the Project Fee, and (iii) ownership of any Content for any Submission created by Expert.

Clients are typically required to reject Submissions, or request alteration thereto, within five (5) business days of Expert’s submission thereof to Clients. Expert’s Submission shall be deemed submitted as of the date upon which the Client receives it. If Client fails to reject or alter a decision in regard to Expert’s Submission within such five (5) business days of receipt of Submission, then to the Submission will be deemed to have been accepted. Clients shall retain the sole and exclusive right to reject Submissions insofar as such Submissions do not comply with Clients’ Project Request, instructions, deadlines, standards, or criteria as dictated by Clients, or for any other reason in Clients’ sole discretion. Both Dūcō and the Client may terminate any Call Request or Project Request at any time prior to a Call or prior to the Clients’ final and unconditional acceptance of Expert’s Submission.

Services & Financial Agreement

If a Client chooses to enter into a transaction with an Expert by scheduling a Call or Project via the Site or Applications, this Agreement and other terms, conditions, rules and restrictions associated with such a Call as set out in the Project Request may apply. Clients acknowledge and agree that they, as Clients, and not Dūcō, are responsible for performing the obligations of any such agreements, and Dūcō disclaims all liability.

Clients agree to pay Dūcō all Call Fees and Project Fees due in connection with any Service. In order to initiate a Service, Clients understand and agree that Dūcō reserves the right, in its sole discretion, to obtain a pre-authorization of a Client’s credit card or charge the Client’s credit card a nominal amount, not to exceed one U.S. dollar ($1), in order to verify the credit card. Dūcō will process and collect the Fees payable in accordance with this Agreement and any additional terms of the Service. Please note that Dūcō cannot control any fees that may be charged to a Client by his or her bank related to Dūcō’s collection of the Fees, and Dūcō disclaims all liability in this regard.

In connection with Client payments, Clients will be asked to provide customary billing information such as name, billing address and credit card information either to Dūcō or its third party payment processor. Clients agree to pay Dūcō for any Services in accordance with this Agreement, by one of the methods described on the Site, Applications or Project Request – e.g. by www.stripe.com. Clients hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the Service, either directly by Dūcō or indirectly, via a third party online payment processor or by one of the payment methods described on the Site, Applications or in the Project Request. If you are directed to Dūcō’s third party payment processor, Clients will be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using such third party’s services. Once a Client’s transaction is complete he or she will receive a confirmation email.

Fees for Calls are quoted on each Expert Profile in U.S. dollars and in a price-per-hour format. Fees for Calls encompass the Expert Rate. Please note that it is the Expert, and not Dūcō, who sets the Expert Rate. Fees for other Services are quoted in the Project Request.

Dūcō charges Service Fee based on a percentage of Call Fees collected. Dūcō charges a Project Fee for all Project Requests and other non-Call Services based on requirements, urgency, and other factors. Dūcō deducts all Service Fees in the payment to the Expert and remits the balance to the Expert via a third party provider or such other payment method as may be offered by Dūcō from time to time. Except as otherwise provided herein, Call Fees and Project Fees are non-refundable.

If you have been improperly charged for a Call and require a refund, please contact Dūcō at support@ducoexperts.com.

Warranty Disclaimer

THE CONTENT AND FUNCTIONALITY ON THE SITE OR APPLICATIONS IS PROVIDED WITH THE UNDERSTANDING THAT DŪCŌ IS NOT HEREIN ENGAGED IN RENDERING PROFESSIONAL ADVICE AND SERVICES TO YOU. THE SERVICES, AND ALL CONTENT AND FUNCTIONALITY ON THE SITE OR APPLICATIONS, ARE PROVIDED “AS IS.” DŪCŌ MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES, EXPERTS, OR CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SITE OR APPLICATIONS OR ANY EXPERT OR THE SERVICES. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DŪCŌ OR THROUGH THE SITE OR APPLICATIONS, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF THIS SITE, APPLICATIONS, SERVICES, OR ANY EXPERT IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT DŪCŌ DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR APPLICATIONS, OR SERVICES.

Indemnification and Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL DŪCŌ OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR APPLICATIONS OR THE INFORMATION CONTAINED ON THIS SITE OR APPLICATIONS OR OBTAINED FROM YOUR USE OF THIS SITE OR APPLICATIONS, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE OR APPLICATIONS, EVEN IF DŪCŌ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL DŪCŌ, OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNTS PAID HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Users shall defend, indemnify, and hold harmless Dūcō and their respective affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to any (i) User’s use or misuse of, or access to, the Services, (ii) User’s Submissions, (iii) User’s violation of this Agreement, (iv) Users interactions with other Users through the Platform; or (v) infringement by a User, or any third party using an Expert’s Account or identity in the Services, of any intellectual property or other right of any person or entity.

Arbitration

Any dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from or relates to this Agreement, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single- arbiter arbitration under the rules of the American Arbitration Association in effect from time to time. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be Delaware. You and Dūcō agree to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.

Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, including its conflicts of law rules, and the United States of America. The Expert agrees that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Delaware.

COMPLIANCE WITH ANTI-CORRUPTION LAWS You acknowledge that you are aware of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, as well as anti-corruption/anti-bribery laws in general, and commit yourself to abide by such laws. Therefore when performing work on through Duco you shall not offer, promise, or pay any money, gift, or any other thing of value to any person:

  • for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office;
  • for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
  • to improperly induce such person to provide you with information.
  • Severability

    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

    Force Majeure

    Dūcō shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

    No Waiver

    Dūcō’s failure to enforce any part of this Agreement shall not constitute a waiver of Dūcō’s right to later enforce that or any other part of this Agreement.

    Third Party Websites or Resources

    The Site, Applications, and Services may contain links to third-party websites or resources. You acknowledge and agree that Dūcō is not responsible or liable for: (i) the availability or accuracy of such website or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Dūcō of such website or resources or the content, products, or services available from such website or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such website or resources or the Content, products or services on or available from such website or resources.

    Headings

    The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.

    Supplemental Terms - Expert Contractor Agreement

    These Supplemental Terms apply only to Experts, and are otherwise subject to, governed by, and incorporated into the Terms of Service Agreement (the “Agreement”). Capitalized terms used but not defined herein shall have the same meanings as set forth in the Agreement.

    As an Expert, you acknowledge and agree that you are not prohibited or limited in any way from providing expertise to Clients through Dūcō by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. It is your responsibility to determine whether you are permitted to engage with Dūcō as an Expert.

    As an Expert, you acknowledge and agree to the following: (i) you are a non-agent independent contractor of Dūcō; (ii) you have no authority to act on behalf of Dūcō; (iii) you are not eligible for any Dūcō or Client employment benefits based on your participation in Dūcō’s Services; (iv) you shall not identify any Client or Dūcō as your employer; (v) you are joining the Dūcō as an Expert in your individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between such organization and Dūcō; and (vi) Dūcō, in its sole discretion, may determine your eligibility to serve as an Expert and provide Services through its online application process, which reviews your expertise and qualifications via resume and other inputs. In some cases an application can be waived if a candidate receives an Expert invitation email. In addition, Consultant (on behalf of its/his/herself and on behalf of Consultant’s agents) waives any and all rights, if any, to participation in any of the Client’s fringe benefit plans or programs including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s) provided by the Client to its employees.

    Dūcō may, from time to time, inform you in writing through your Expert Account, email, or by modification of this Expert Contractor Agreement. You agree to observe these modifications.

    Participation as Dūcō Expert

    At all times during your participation as a Dūcō Expert, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with the terms of this Agreement and all applicable laws and regulations.

    You must decline, or discontinue participation in, any Service or platform activity that presents a conflict of interest or would result in a violation of applicable law, this Agreement, or your obligations to past or present employers or any other third party.

    Disclosure

    During the course of your participation as a Dūcō Expert you shall not disclose confidential or proprietary information, including but not limited to:

    If you become concerned with the nature of any inquiry or project by a Client, a Client attempts to influence your decisions in any way, or a Client is marketing products or services to you rather than conducting research, you are encouraged to discontinue your participation and notify Dūcō immediately by emailing support@ducoexperts.com. To encourage you to err on the side of caution during your participation as a Dūcō Expert, in the event you discontinue Services in order to comply with this Agreement and promptly notify Dūcō as described above, you may submit a payment request for the full time you set aside for the consultation. You agree to cooperate fully in any Dūcō inquiry concerning actual, alleged, or potential violations of this Agreement or any applicable law.

    Expert Profile

    As an Expert, you will have a public individual Expert Profile that will contain biographical information (including, for example, employment history), a photo, media clips, and other information you choose to add. Both the Expert and Dūcō approve a Profile before it is active and public. While Dūcō may assist in creating, or editing your Profile, Dūcō will not publish the Profile without your approval. It is your responsibility to ensure that your Profile is accurate, updated, and that anything you present as your own, regardless of format, is your own intellectual property. Dūcō may verify information provided by, or about, you, including verify your identity and confirming your employment history and education credentials. If requested, you agree to assist Dūcō in this process. Dūcō may revise Profiles on your behalf based upon information provided by you or other publicly available sources. If Dūcō revises your Profile, you will receive a notification and will have the opportunity to approve or alter the information.

    Dūcō shall retain the right to use, publish and otherwise disseminate Expert’s name, public publications, media hits, and any information in an Expert’s Profile for promotional purposes and for any other lawful purpose.

    Clients will be able to schedule Calls with you via the Site or Applications based upon the information provided in your Profile. All such Calls may be recorded by Dūcō. You agree not to accept any Project or consult with any Client unless your Profile is accurate, complete, and current. You understand that Dūcō, Clients, and Dūcō’s third party partners are entitled to rely on your Expert Content. You understand and agree that once a Client requests a Call, the price quoted on your Profile at the time the Call was requested may not be altered.

    For other Services, including Project Requests, Dūcō may contact you to see if you are interested in providing the Services. Experts may also be eligible to participate in other activities, and interactions through Dūcō. Dūcō or Clients may ask you for other information about yourself, including your ability, availability, or suitability to consult on particular topics or in general.

    Dūcō retains full discretion to prioritize, categorize, highlight, and otherwise modify the method of client discovery of expert profiles, including through search results and tagging, in order to improve service quality and for other purposes.

    Referral Program

    Dūcō is a powerful tool Experts can use to expand their business development prospects and longer-term consulting clientele outside of Dūcō’s Services. When any service an Expert wants to pursue falls outside of Dūcō’s Services, the Expert agrees to comply with our Referral Program and sign our Referral Program Agreement. As a condition to participation as a Dūcō Expert, for Clients to whom you are first engaged through Dūcō, for a period of one year from the most recent Call or Project with or introduction to such Client, you agree to (i) disclose any kind of paid relationship, including consulting, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, and unless it is a salaried employment arrangement, (ii) disclose to Dūcō the monetary value of such arrangement and/or contract and (iii) request and sign our Referral Program Agreement, which requires you to remit to Dūcō a finders fee, or Dūcō can agree to establish separate written agreement to compensate for the referral. To request a Referral Program Agreement, please email support@ducoexperts.com. Failure to comply with this policy may result in the termination of the Expert’s Account.

    Ownership of Content

    Unless otherwise agreed by Client and Expert, Content an Expert creates for a Client through Dūcō belongs to the Client, “Client Content,” and may be used by the Client for reproduction, disclosure, transmission, publication, broadcast, and posting.

    Content the Expert creates or knowledge he or she has independently of, or prior to, any Service remains the Expert’s property and the Expert retains all rights, title, and interest in and to such Retained Content; however, by sharing the information as part of the Service, the Expert grants the Client a perpetual, world-wide, royalty-free, and transferable license to use the aforementioned “Retained Content.”

    Any information shared through the Dūcō Site or Applications, including audio, video, and text, can be stored, analyzed, and used to improve existing and future Duco products and services or for other purposes.

    Expert Payments

    Each Expert is responsible for providing his/her payment details (in order to be paid as a contractor) to Dūcō and keeping such information up-to-date through Gusto, our third party contractor payment service. If you have any questions or need assistance adding or updating your payment details, please email support@ducoexperts.com.

    Within thirty (30) days following a Client’s full payment to Dūcō of the applicable Call Fee or Project Fee for the Expert’s completed Call or Submission, Dūcō shall credit to the Expert’s payout, which is the total Fee minus the Service Fee, which may vary. Dūcō shall not be responsible or liable for any amounts not received from Clients.

    Duco Advisors, Inc. is a U.S. entity. Non-U.S. Experts may be asked to confirm their nationality. Experts shall receive his/her payments from Duco Advisors, Inc.; this Expert Contract Agreement is between the Expert and Duco Advisors, Inc.

    As an Expert, you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Dūcō, in accordance with applicable law and, if applicable, agree to provide Dūcō evidence of such tax payments upon Dūcō’s request.

    Termination

    The term of this Agreement and the consulting period is for 12 months from the effective date set when the Expert agrees to the Terms of Service Agreement, unless terminated earlier as described in this Agreement. Upon mutual renewal by Dūcō and the Expert, the Agreement may be extended for additional 12-month period.

    Dūcō or the Expert may terminate this Agreement for any reason, or no reason, upon fifteen (15) days’ advance written notice. An Expert may terminate his/her Account by following the instructions on the Site or Applications or emailing support@ducoexperts.com.

    Indemnification & Content Release

    Each expert shall defend, indemnify, and hold harmless Dūcō and its Clients and their respective affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) Expert’s use or misuse of, or access to, the Services, (ii) Expert’s Submissions, (iii) Expert’s violation of this Agreement, (iv) Expert’s advice or other information provided through the Services or Platform, or (v) infringement by Expert, or any third party using Expert’s Account or identity in the Services, of any intellectual property or other right of any person or entity; or (vi) Expert’s Content or the use of Expert’s Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.. Dūcō and its Clients, as the case may be, reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Expert, in which event Expert will assist and cooperate with Dūcō and such Client in asserting any available defenses. Experts shall also hold Dūcō harmless in the event a Client violates this Agreement.

    Each Expert additionally hereby voluntarily releases, forever discharges, and agrees to indemnify and hold harmless Dūcō, and any and all persons acting under its permission or authority from and against any and all claims, suits, debts, promises, causes of action, settlements, fines, expenses or costs whatsoever arising from or relating to Expert’s Content or other participation under this Agreement, whether asserted or unasserted, known or unknown.