Terms of Service Agreement

Last Revised: March 29, 2019

Welcome to Duco Advisors, Inc. (“Duco”)! Duco 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”).

In consideration of your use of the Duco website (the “Website”) and Services, you hereby enter into this Terms of Service Agreement (together with the Privacy Policy, which is incorporated herein by reference, the “Agreement”). You represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You agree to provide true, accurate, current and complete information about yourself upon registration and thereafter. You agree that you are responsible for maintaining the confidentiality of any usernames, passwords, Account, or any other tools or data that afford you access to restricted areas of the Website or Services and are fully responsible for all activities that occur under your password or Account. If you are sharing such usernames, passwords, etc. with others for the purpose of shared viewing of the Website, you are also responsible for all users of such information, whether or not actually or expressly authorized by you. You agree to immediately notify Duco of any unauthorized use of your password or Account or any other breach of security. Duco cannot and will not be liable for any loss or damage arising from your failure to comply with this Agreement. You agree to comply with all local rules regarding online conduct and acceptable Content, including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Duco provides these Services and Content via the Website or related applications (the “Applications”), which are subject to this Agreement. Please read this Agreement carefully, as it constitutes a legally binding agreement. By accessing or using the Website 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 Duco; 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 Website, Applications, or Services.

We may periodically change the Agreement without notice to you, so please check back here from time to time for the updated Agreement. Unless explicitly stated otherwise, any new features that augment or enhance the Website or Applications shall be subject to this Agreement.

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

The Website 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 Duco is not a party to any agreement – explicitly or implicitly – entered into between Users (as defined below). Duco has no control over the conduct of Users or other visitors of the Website, Applications, and Services or any information provided in connection thereto, and disclaims all liability in this regard. The Website or Applications do not provide investment or legal advice, and no attorney-client relationship is created between Users of the Services and Duco or its licensors. Duco makes no warranty or guarantee regarding the accuracy or quality of any information exchanged via Duco’s platform.

Definitions

Capitalized terms not defined elsewhere in this Agreement or incorporated by reference shall have the meaning given them below:

Agreement

The entirety of this Terms of Service Agreement, including the Expert Consultant Agreement and the Privacy Policy, which is incorporated into this Agreement by reference.

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 Website 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 to the Expert prior to scheduling a Call. It does not include the Service Fee.

Client

A User who utilizes Duco’s Website or Applications to find, communicate with, or engage with an Expert.

Client Account

An account created by or for a User who opts into the Website, Applications, or Services.

Content

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

Client Content

Content an Expert creates specifically for a Client through Duco.

Duco Content

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

Expert

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

Expert Account

An account created by or for a User who opts into the Website, Applications, or Services.

Expert Content

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

Fee

A Call Fee, a Project Fee, a Service Fee, or any combination thereof.

Media Account

An account created by or for a Media User who opts into the Website, Applications, or Services.

Privacy Policy

Our policies for collecting, managing, using, and disclosing User data and information. You can find our Privacy Policy here.

Profile

A Duco Website 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 any time.

Project

A paid or compensated project coordinated via the Services or Website or Applications between Clients and Experts in connection with and subject to the Agreement.

Project Fee

The price included in the Project Request for the Services. The Project Fee does not include the Service Fee. A Project Fee applies to 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

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

Service Fee

Service Fees are paid by Clients in addition to Project Fees and Call Fees and are calculated with reference to Project Fees and Call Fees. The specific amount will be communicated by Duco to Client in advance of a Project or Call, but in no case will the Service Fee be less than 10% of the applicable Project Fee or Call Fee unless expressly communicated in writing by Duco to Client prior to the Project or Call. Client agrees to the prompt payment of all Service Fees to Duco. Service Fees are intended to pay for the third- party services built into the platform, to manage the platform, to improve the platform, to execute business development so the Services are made possible, to recruit experts, and other amenities Duco provides to Client. The Service Fee rates are subject to change, in Duco’s sole discretion. Failure by a Client to timely pay any Fees may result in termination of Client Account and/or legal action against Client.

Site

Any or all websites owned by Duco which link to this Agreement, including the Website available here.

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.

Trainee

A User who utilizes the Duco Website and Applications for the purpose of participating in a training or learning program provided by Duco.

Trainee Account

An account created by or for a Trainee who opts into the Website, Applications, or Services.

User

A legal person who is — or is any combination of — an Expert, Client, Media User, Trainee, or visitor to the Website or Applications.

In consideration for Duco granting you access to and use of Duco’s services, you agree to comply with all terms contained within the Terms of Service.

Non-Discrimination

Duco does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, the vetting of potential Experts and partners, hiring and firing of staff, selection of interns, selection of vendors and contractors, and provision of Services. We are committed to providing an inclusive and welcoming environment for all of our Users, staff, interns, subcontractors, and vendors.

No Misuse of Duco Platform

User agrees not to use the Website or the Services to:

  1. Upload, post, email, transmit or otherwise make available any Content:
    • that is unlawful, harmful, threatening, indecent, inflammatory, pornographic, profane, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, false or inaccurate, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
    • that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or that would otherwise violate any law, or violate any contractual or fiduciary relationship (such as inside information, proprietary and Confidential Information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    • that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    • that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment virus, bug or other harmful item; or
    • that contains any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
  2. Harm minors in any way;
  3. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. Violate any applicable local, state, national or international law, intentionally or unintentionally;
  5. "Stalk" or otherwise harass another;
  6. Collect or store personal data about other Users;
  7. Transmit or otherwise transfer any Web pages, data or Content found on the Website to any other computer, server, website, or other medium for mass distribution or for use in any commercial enterprise; or
  8. Supply material support or resources to organizations designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act.

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, Expert Account, Media Account, or Trainee Account (each of which is hereafter an “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, the determination of which Duco may make in its sole discretion. 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 User’s full compliance with the Agreement, Duco hereby grants User a non-exclusive, non-transferable, non-sublicensable license to access and use Duco’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 any rights and licenses expressly granted to User in this Agreement, no other license is granted and no other use is permitted. Duco (and its licensors) shall retain all rights and interests (including all intellectual property and proprietary rights) in and to the platform and the Services.

Duco 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 Duco of such company or entity. Experts are not employees or under the supervision of Duco. Experts have agreed to be bound by this Agreement and have represented, among other things, that they will not disclose information that is subject to a confidentiality obligation and that they will not participate in Services in violation of any agreements or duties owed to employers or other third parties or in violation of any applicable laws. Duco relies on the accuracy of these representations of the Experts and does not necessarily seek independent verification. Duco 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 Confidential Information, Expert Content, or Duco Content to create any service, software, documentation, or data that is similar to any aspect of the Confidential Information, Expert Content, or Duco Content; (ii) disassemble, decompile, reverse engineer, or use any other means to attempt to discover any source code of the Website, or the underlying ideas, algorithms or trade secrets therein, (iii) encumber, sublicense, transfer, rent, lease, time-share, or use the Confidential Information, Expert Content, or Duco Content 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 Confidential Information, Expert Content, or Duco Content, (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 any Call in accordance with the agreed upon scheduled request. All Calls may be recorded by Duco and Expert and Client hereby consents to their recording. 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 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 Duco 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 Website 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 Duco, are responsible for performing the obligations of any such agreements, and Duco disclaims all liability.

Clients agree to pay Duco all Call Fees and Project Fees due in connection with any Service. In order to initiate a Service, Clients understand and agree that Duco 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. Duco will process and collect the Fees payable in accordance with this Agreement and any additional terms of the Service. Please note that Duco cannot control any fees that may be charged to a Client by his or her bank related to Duco’s collection of the Fees, and Duco 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 Duco or its third-party payment processor. Client agrees to pay Duco for any Services in accordance with this Agreement, and to do so by one of the methods described on the Website, Applications, or Project Request. Clients hereby authorize the collection of such amounts either via invoice or by charging the Client credit card, either directly by Duco or indirectly, via a third-party online payment processor or by one of the payment methods described on the Website, Applications, or in the Project Request. If you are directed to Duco’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.

Fees for Calls are quoted on each Expert Profile in U.S. dollars and in a price-per-hour format.

Duco charges a Service Fee based on a percentage of Call Fees collected. Duco charges a Service Fee for all Project Requests and other non-Call Services based on requirements, urgency, and other factors. Duco keeps all Service Fees, and pays agreed-upon Call Fees or Project Fees directly to the Expert via a third party provider or such other payment method as may be offered by Duco from time to time. Fees or reimbursements agreed through Duco or via the Duco Website must be processed through Duco and Client agrees not to pay Expert directly for such services or reimbursements. Except as otherwise provided herein, Call Fees and Project Fees are non-refundable.

Clients who believe they have been improperly charged for a Call and require a refund are asked to contact Duco at support@ducoexperts.com.

Off-Platform Engagement and Connection Fee Payment

Duco is a powerful tool enabling Experts to expand their long-term clientele base and business development prospects, and enabling Clients to seamlessly locate experts at the top of their respective fields. Given that matching Experts and Clients is crucial to Duco’s business, Experts and Clients hereby agree to conduct all calls and projects, as much as is reasonably practicable and feasible, through the Duco Website and related Applications. Further, Duco strongly encourages that, as much as is reasonably practical and feasible, all Expert-Client interactions take place within the Duco Website and related Applications.

Duco does not offer payment or support of any kind for Expert Calls or Projects with Clients that are conducted outside of the Duco Website and related Applications.

Client agrees that if during the term of this Agreement, or for six (6) months thereafter, Client (or any of its affiliates or subsidiaries) makes an offer for a paid engagement with any Expert found through Duco’s Website or Applications, or any Expert with whom Client has corresponded through Duco’s Website or Applications, then Client will: (a) as soon as reasonably practicable, explicitly state the terms of such engagement (“Expert Engagement”) and provide documentation of compensation via written notice sent to Duco via email, provided that Client may redact sensitive information from such documentation, and (b) pay Duco a “Connection Fee” which shall equal 50% of the total value of all Services provided pursuant to the Expert Engagement.

Failure to timely pay Connection Fee: If Client fails to notify Duco of an Expert Engagement within seven (7) days of agreeing to such Expert Engagement, Client agrees to pay Duco an additional 5% of the applicable Connection Fee, which shall be added to the invoice (the “Late Fee”). Client shall pay Connection Fee and any applicable Late Fee within thirty (30) days of the start date of the Expert Engagement as set forth in written documentation shared with Expert (the “Payment Term”). Any portion of the Connection Fee or Late Fee that remains unpaid after the Payment Term shall accrue interest at a rate of 1.5% of the amount owed and interest thereon, or such lesser amount as may be the maximum amount permitted by law, compounded monthly.

Connection Fee Refunds: Duco shall refund Client’s Connection Fee, pro rata, in the case where all of the following conditions are met: (a) Expert does not receive full compensation for the Expert Engagement as documented because the Expert Engagement is terminated prior to its completion, and (b) Client has paid the Connection Fee in full and within the Payment Term, and (c) Expert and Client (or as applicable its subsidiaries or affiliates) do not intend to resume, and do not actually resume, the Expert Engagement or other employment or independent contractor relationships within 6 months. Duco shall have ninety (90) days to pay such refunds and shall in no case be liable for interest thereupon and in no case shall be liable for any amount exceeding the original Connection Fee.

Exemptions from Connection Fee: No Connection Fee will be charged to Expert if the Expert can establish via documentation that Expert had a pre-existing contractor or employer/employee relationship with Client for services identical to, or very similar to, those Services contemplated in the Expert Engagement. Examples of such documentation include previous contracts and two-way written communications. Duco retains full discretion in determining whether the information provided by Client qualifies for a fee exemption.

Failure to comply with this policy may result in the termination of the Client’s Account and/or legal action against Client.

Ratings, Response Times, and Evaluative Information

Duco is a platform that helps Clients find and connect with Experts, and making this process easier and more efficient is a core part of Duco’s business. User acknowledges that Duco may, in its discretion, publish information relating to User’s speed in responding to messages, the User’s performance or satisfaction ratings from clients, peers, or other counterparties, or any other information relating to User’s behavior on the platform or User’s professional reputation among other Users or User’s publicly-available statements or writings. Duco may combine some or all of the foregoing to create scores and ratings, rank experts, and inform Duco’s search function. Duco will not do these things in such a way as to reveal Confidential Information.

Media Calls and Telephonic Information

As a service to Experts and to the press, Duco offers vetted, verified members of the news media access to the Duco Website following their logging on and creating a profile or agreeing to the publication of their profile as journalists (“Media Users”). Media Users can search for Experts, message Experts, and call Experts via an intermediary phone number that masks both the origin number and the recipient number. While Expert phone numbers are never shared without explicit permission, Experts may nevertheless receive calls from Media Users on the phone number that Expert inputs on the Website. To opt out, Expert should email compliance@ducoexperts.com with the subject line: “Opt out of Media contact.” Media Users are considered full Users for the purpose of this Agreement and are fully bound by all applicable terms.

Compliance Program

Duco has a robust financial compliance program. Users interested in participating or learning more should email compliance@ducoexperts.com.

Compliance with Sanctions and with Anti-Corruption Laws

You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that Content of any kind may not be downloaded to, or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and you acknowledge that you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.

You acknowledge that you are aware of the U.S. Foreign Corrupt Practices Act, the U.K. 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.

Foreign Agents Registration Act

Duco is not responsible for User compliance with the Foreign Agents Registration Act (“FARA”). FARA generally requires "agents of foreign principals" undertaking certain activities on behalf of foreign interests to register with the U.S. Department of Justice to file copies of informational materials that they distribute for a foreign principal; and to maintain records of their activities. Users must comply with all FARA regulations; failure to do so may subject agents to criminal and civil penalties. Users should consult an attorney regarding personal FARA compliance obligations.

Warranty Disclaimer

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

Indemnification and Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL DUCO OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, OR 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 WEBSITE OR APPLICATIONS OR THE INFORMATION CONTAINED ON THIS WEBSITE OR APPLICATIONS OR OBTAINED FROM YOUR USE OF THIS WEBSITE OR APPLICATIONS, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITE OR APPLICATIONS, EVEN IF DUCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL DUCO, 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.

User shall defend, indemnify, and hold harmless Duco 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) User’s interactions with other User(s) through the Duco website; or (v) infringement by a User, or any third party using an Expert Account or identity in the Services, of any intellectual property or other right of any person or entity.

Expert Is an Independent Contractor

Expert acknowledges and agrees that Expert’s relationship to Duco is that of a non-agent independent contractor and vendor rendering professional services, and that (a) Expert has no authority to act on behalf of Duco; (b) Duco does not, in any way, supervise, direct, or control Expert’s performance of Services; and (c) Duco is not a party to any contract Expert may enter into with Clients and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with Expert’s status as an independent contractor/vendor of Duco, neither Expert nor any of Expert’s principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from Duco, that Duco provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. Expert (on behalf of its/his/herself and on behalf of Expert’s agents) further waives any and all rights, if any, to participation in any of 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.

Expert is solely responsible for:

(i) compensating any of Expert’s principals, employees and agents who provide any services to Duco or Client on Expert’s behalf, including, without limitation, wages and employee benefits;

(ii) notifying any organization, such as Expert’s employer, that has applicable policies requiring Expert to turn over or share Call Fees or Project Fees;

(iii) reporting to all applicable government agencies all amounts paid to such principals, employees and agents;

(iv) withholding and payment of all payroll Taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax Act;

(v) compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of Forms W-2 and 1099, the Immigration Reform Control Act, and equal employment opportunity laws;

No Guarantee

Duco offers to Experts an internet platform to connect with paying Clients and other opportunities. Duco may or may not at its discretion choose to pay Expert prior to receiving payment from Client. Nothing in this Agreement or in any of Duco’s agreements or correspondence with Expert shall create or is intended to create any implicit or explicit guarantee of Client payment or performance. Duco is not a guarantor or employer of last resort and has no obligation to pay Expert for any work performed, intellectual property shared, time spent, opportunity costs, reliance costs, travel costs, or anything else.

Submission to Duco Vetting

Duco, in its sole discretion, may determine eligibility to serve as an Expert and provide Services through its online application process, which reviews your expertise and qualifications via a resume and other inputs. In some cases an application can be waived if a candidate receives an Expert invitation email.

No Agency or Authority

Expert acknowledges that Expert has no authority to act on behalf of Duco or any Client and shall not identify either of Duco or Client as employer. Expert further acknowledges Expert is joining the Duco platform as an Expert in an 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 Duco.

Indemnification & Content Release

Each Expert shall defend, indemnify, and hold harmless Duco and 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 expertise 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 Content or the use of Expert Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right. Duco 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 Duco and such Client in asserting any available defenses. Experts shall also hold Duco harmless in the event a Client violates this Agreement.

Each Expert additionally hereby voluntarily releases, forever discharges, and agrees to indemnify and hold harmless Duco, 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 Content or other participation under this Agreement, whether asserted or unasserted, known or unknown.

Third Party Websites or Resources

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

Participation as Duco Expert

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

Expert 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 obligations to past or present employers or any other third party.

Expert further acknowledges and agrees that Expert will not provide Services or expertise to Clients through Duco where Expert is prohibited or limited in any way from doing so by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), Expert’s current employer’s policies or codes of conduct if Expert is employed, or any similar policies or obligations that limit Expert conduct in any way. It is Expert’s responsibility to determine whether Expert is permitted to engage with Duco as an Expert.

Confidential Information

Experts shall not disclose confidential or proprietary information learned during the course of participating as a Duco Expert or arising from participation as a Duco Expert, including but not limited to:

Material, nonpublic information including that related to any company, security, industry, or pending government action or legislation;

Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom Expert has consulted, or any other third party;

information that Expert has a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.), including classified information; and

information that was disclosed to Expert or to which Expert was permitted access under the assumption or expectation that Expert keep it confidential.

Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.

Any or all of the above shall constitute “Confidential Information” for the purposes of this Agreement.

If an Expert becomes concerned with the nature of any inquiry or project by a Client, a Client attempts to influence Expert decisions in any way, or a Client is marketing products or services to Expert rather than conducting research, Experts are encouraged to discontinue participation and notify Duco immediately by emailing support@ducoexperts.com. The Expert agrees to cooperate fully in any Duco inquiry concerning actual, alleged, or potential violations of this Agreement or any applicable law.

Expert Profile

Experts will have a public individual Expert profile that will contain biographical information (including, for example, employment history), a headshot, media clips, and other information Expert chooses to add (an “Expert Profile”). Both the Expert and Duco must approve a Profile before it is active and public. While Duco may assist in creating, or editing an Expert Profile, Duco will not publish the Expert Profile, such that it is active or searchable, without Expert’s approval. It is Expert’s responsibility to ensure that Expert Profile is accurate, updated, and that anything Expert presents as his or her own, regardless of format, is Expert’s own intellectual property. Duco may verify information provided by, or about, Expert, including verify Expert identity and confirming Expert employment history and education credentials. If requested, Expert agrees to assist Duco in this process. Duco may revise Expert Profile on Expert’s behalf or post Content within the Duco Website on Expert’s behalf based upon information provided by Expert or other publicly available sources.

Duco shall retain the right to use, publish, and otherwise disseminate Expert’s name, public publications, media appearances, and any information in an Expert’s Profile for marketing purposes, business development purposes, and for any other lawful purpose.

Clients will be able to schedule Calls with the Expert or create Projects with the Expert via the Website or Applications based upon the information provided in the Expert Profile. Expert agrees not to accept any Project or consult with any Client unless Expert Profile is accurate, complete, and current. Expert understands that Duco, Clients, and Duco’s third party partners are entitled to rely on the Expert’s Expert Content. Expert understands and agrees that once a Client requests a Call, the price quoted on the Expert Profile at the time the Call was requested may not be altered. Expert further understands that a Project Fee, once agreed, is binding and cannot be changed except as per the terms of the specific applicable Project agreement, if any, between Expert and Client.

For other Services, including Project Requests, Duco may contact Expert to see if Expert is interested in providing Services. Experts may also be eligible to participate in other activities and interactions through Duco. Duco or Clients may ask Expert for other information about him or herself, including ability, availability, or suitability to consult on particular topics or in general.

Searching

Duco 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.

Use of User Information

Any information shared through the Duco Website 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. Such information can be stored and used for purposes including, but not limited to, changes to the Website or Application’s search function, expert tagging and client matching, and the production of data and trend reports.

Ownership of Content

Unless otherwise agreed by Client and Expert, Client Content belongs to the Client and may be used by the Client for reproduction, disclosure, transmission, publication, broadcast, and posting.

Content the Expert creates independently of, or prior to, any Service or knowledge that Expert 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, worldwide, royalty-free, and transferable license to use the aforementioned Retained Content.

Use of Marks and Logos

If a User agrees to the use of their company or employer’s trade name, logo, or mark on the Duco website, Duco is also authorized to use that party’s trade name and logo in the course of marketing Duco. Duco will not make any use of the trade name or logo in a manner that dilutes or tarnishes their value.

Expert Payments

Each Expert is responsible for providing his/her payment details (in order to be paid as a contractor) to Duco 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 Duco of the applicable Call Fee or Project Fee for the Expert’s completed Call or Submission, as well as applicable Service Fee, Duco shall pay the applicable Project Fee or Call Fee to the Expert. Duco 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. When paying Experts outside of the United States, Duco may, at its discretion, subtract from any Call Fee or Project Fee expenses related to paying a non-U.S. person, entity, or Account. Non-U.S. Experts or experts outside the United States will reasonably cooperate with Duco to facilitate payment.

Experts are responsible for paying any applicable Taxes in Expert’s jurisdiction on payments Expert receive through or from Duco, in accordance with applicable law and, if applicable, Expert agree to provide Duco evidence of such Tax payments upon Duco’s request.

Truth in Invoicing

Expert will not invoice or report on the Duco platform an invoice amount for Services lower than the amount of compensation and expense reimbursement actually agreed between Expert and a Client for such Services. Failure to comply with this policy may result in the termination of the Expert’s Account and/or legal action against Expert.

Non-Competition with Client

Expert agrees that during the term of this Agreement, Expert will not, without Client’s express written consent, either directly or indirectly engage in any employment or business activity that is competitive with, or would otherwise conflict with the Services rendered to, or that would otherwise interfere with the business of, the Client.

Termination

The term of this Agreement is 12 months from the date when the Expert agrees to the Agreement, unless terminated earlier as described herein. Upon mutual renewal by Duco and the Expert, the Agreement may be extended for an additional 12-month period.

Duco 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 Website or Applications or emailing support@ducoexperts.com.

Survival

The rights and obligations contained in the subsections “Off-Platform Engagement and Connection Fee Payment,” “Warranty Disclaimer,” “Indemnification and Limitation of Liability,” “Indemnification & Content Release,” “Confidential Information,” “Use of User Information,” and “Ownership of Content” will survive any termination or expiration of this Agreement. All unpaid fees owed to Experts and to Duco by Client arising from this Agreement will continue to be owed after any termination or expiration of this Agreement.

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 Duco 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.

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

Duco 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

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

Headings

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