Expert Terms and Conditions

1. Overview and Conditions of Participation

1. Ethos, via the Platform, enables knowledgeable individuals (“Experts”) and users seeking knowledge and opinions from Experts (“Clients”) to connect for purposes of Experts providing services to Clients in connection with Projects.
   1. “Platform” or “Ethos Platform” means Ethos’s proprietary online software-as-a-service (SaaS) platform that (i) enables Clients and Experts to interact, including the sending, receiving, and discussion of Project requests, (ii) facilitates Projects, and (iii) provides access to and use of related services and resources.
   2. “Project” means an engagement of an Expert for a specific consulting service, including an audio or video consultation, survey, written report, or review, analysis, and annotation of documents, data, or other Client-supplied materials, either as a single consultation or ongoing engagement, whereby the Expert may provide knowledge, feedback, analysis, or opinions to a Client.
2. You agree that Ethos may use the information contained in your Expert profile on the Platform to identify Projects that may match your background and experience and provide your profile information to Clients. You further agree Ethos may use third-party data sources to obtain additional public information about your professional experience and background to add information to your profile. The Ethos Privacy Policy describes how Ethos collects, uses, and shares your data.
3. You agree that Ethos uses artificial intelligence, machine learning, and other automated decision-making technology, including Platform Agents as defined herein (together, “AI Tools”), to identify, evaluate, screen, rank, match, and select Experts for Projects, and to identify Project opportunities to present to you. AI Tools may consider information such as your profile data, Expert Data, employment and education history, areas of expertise, prior Project performance and Client feedback, responses to Project Screening, billing rate, availability, responsiveness, and other information accessible through or provided to the Platform. Selection decisions made through the Platform typically involve a combination of AI Tools and human review by Ethos personnel, Clients, or both. By creating an account on the Platform and participating in Projects, you consent to the use of AI Tools for the purposes described in this Agreement. Additional information regarding Ethos’s processing of personal data and your rights in connection with the AI Tools is set forth in the Ethos Privacy Policy and the Data Processing Agreement referenced in Section 20.
4. You may accept or decline any Project at your discretion. If Ethos or a Client believes you may be a match for a Project, Ethos or a Client may contact you via the Platform. Declining a Project opportunity will not, by itself, result in any penalty, disadvantage, or deprioritization; however, Ethos may consider patterns of availability and responsiveness when matching Experts to future Project opportunities. Ethos makes no representations or warranties regarding the frequency, quantity, type, or availability of Project opportunities that you may receive, and you understand that you may not receive any Project opportunities or be selected for any Project. You further understand that being notified of a Project opportunity does not create any obligation on the part of Ethos or any Client to select you for that Project. Ethos or Clients may decide not to select you for any Project, without any obligation to provide a reason.
5. You agree to accept and perform all Projects through the Platform. Any work requested by or performed for Clients must be arranged and approved via the Platform, regardless of whether it is a new Project or a follow-up to a previous Project. Certain Projects may involve work performed via software or platforms provided by Clients, in which case Ethos will notify you accordingly. Ethos makes no warranties or guarantees regarding the operation, security, availability, performance or output of any Client-provided software or platform, and you use such software or platform at your own discretion and risk.
6. You understand that you are not expected or obligated to, and Ethos will not compensate you for, any time spent on preparation, research, or other activities undertaken in advance of or ancillary to performing a Project, unless expressly approved by Ethos in writing in advance.
7. You may not invite or involve any third parties in any Project without obtaining prior written consent from Ethos and the relevant Client. You are responsible for any work performed by a third party in violation of this provision.
8. You agree to always provide accurate and truthful information regarding your experience, education, employment history, and expertise to Ethos and Clients. You may not disseminate false or misleading information or misrepresent your qualifications to Ethos or Clients.
9. You agree to monitor the accuracy of your background and profile information and promptly make any updates necessary to maintain the ongoing accuracy of such information. Ethos and Clients rely on the accuracy of the information you provide and Ethos may update your information as needed to ensure accuracy.
10. Ethos or Clients may conduct background checks on you, and you agree to and authorize such checks. Such checks may be conducted by Ethos, a Client, or by a third party and may be used to confirm your biographical, professional, and educational history and the accuracy of the information you provide to Ethos and Clients.
11. Projects, including Project Screening, as defined herein, may be conducted or managed via Platform Agents, as defined herein. You will be notified if a Platform Agent is being used in connection with a Project. All terms, obligations, and conditions herein apply equally whether a Project is conducted or managed by a Client directly or via a Platform Agent.
12. You agree to comply with all applicable laws and regulations in connection with performance of Projects, and participation on the Platform.
13. Ethos may suspend, limit, or terminate access to the Platform, in whole or in part, at any time under the following circumstances: (a) scheduled maintenance, updates, or system improvements; (b) emergency situations that threaten the security, integrity, or proper functioning of the Platform; (c) to address actual or suspected security vulnerabilities, breaches, or threats; (d) to ensure compliance with applicable laws, regulations, or legal orders; (e) upon detection of prohibited activities, violations of this Agreement, or misuse of the Platform; or (f) due to circumstances beyond Ethos’s reasonable control, including natural disasters, cyberattacks, or third-party service provider failures. Where reasonably practicable, Ethos will provide advance notice of planned suspensions.
14. Ethos may modify, update, enhance, or discontinue any features, functionality, or services of the Platform at any time. Such changes may include: (a) modification or removal of existing tools, interfaces, or capabilities; (b) changes to user workflows, matching algorithms, or communication features; (c) updates to system requirements or technical specifications; (d) addition of new features that may alter existing functionality; or (e) discontinuation of services or features that are underutilized, technically obsolete, or no longer commercially viable. Where reasonably practicable, Ethos will provide advance notice of material changes through the Platform or via email to registered users.

2. Expert Representations and Warranties.

You represent and warrant that:

1. You have all right and authority to enter into this Agreement and your participation does not breach any contractual, fiduciary, or other obligations to current or past employers or third parties.
2. You are at least eighteen (18) years of age.
3. You are authorized to work in all jurisdictions where you perform work in connection with Projects.
4. You have obtained any necessary consents, approvals, or waivers from your current or former employers or any other relevant entities to participate in the Projects.

3. Mandatory Tutorial Completion

1. Requirement Prior to Participation: Before participating in any Projects, you must complete Ethos’s tutorial for Experts (the “Tutorial”). You will not be able to participate in Projects if you have not completed the Tutorial.
2. Annual Reaffirmation: In order to continue use of the Platform, you must re-complete the Tutorial and re-accept this Agreement on an annual basis.
3. Right to Require Recompletion: Ethos may require you to recomplete the Tutorial at any time if it determines, in its reasonable judgment, that updated compliance training would be beneficial.

4. Confidentiality

1. You agree to maintain strict confidentiality regarding any confidential, proprietary, or otherwise non-public information you obtain in connection with a Project or your use of the Platform (“Confidential Information”). Confidential Information includes but is not limited to:
   1. Client Information: Client identities and information regarding their business activities and interests.
   2. Projects: Any information associated with a Project, including the topic or nature of the project, any issues discussed, and any insights, opinions, materials, or other work product you create or share in the course of any Project.
   3. Proprietary Information: Any proprietary or sensitive information disclosed by Clients or Ethos that by its nature should reasonably be understood to be confidential.
2. You may not use Confidential Information for personal gain, including but not limited to trading securities or making investment decisions.
3. Confidential Information does not include information that (a) is or becomes publicly available through no fault of your own; (b) was already lawfully known to you before disclosure by Ethos or a Client; or (c) is lawfully received by you from a third party without a duty of confidentiality.
4. You may use Confidential Information only in connection with use of the Platform and in connection with any applicable Project. You may not disclose Confidential Information to any third party, and you may not disclose Confidential Information of one Client to any other Client or to any other person or entity. If you are legally required to disclose Confidential Information by court order, subpoena, regulatory authority, or applicable law, you shall (a) to the extent legally permitted, promptly notify Ethos and any applicable Client in writing prior to any such disclosure so the owner of the Confidential Information may seek a protective order or other appropriate remedy, (b) reasonably cooperate with Ethos or such Client in seeking such protective order at their expense, and (c) thereafter disclose only the minimum amount legally required.
5. Upon the conclusion of any Project, you shall return or destroy all Confidential Information pertaining to such Project and, if requested, certify completion of such in writing.
6. Your confidentiality obligations as set forth herein survive with regard to Confidential Information for so long as such information remains confidential.

5. Obligation to Avoid Conflicts and Legal Violations.

You are responsible for evaluating whether participating in any Project may present a conflict of interest or could lead to a violation of any applicable laws, this Agreement, or your obligations to past or present employers or any other third parties, including contractual, fiduciary, or confidentiality obligations. Ethos is not liable for any conflict of interest or violation arising from your participation in a Project. If you identify such a conflict or potential violation, you must decline or promptly terminate the Project and notify Ethos.

6. Restrictions and Prohibited Conduct.

You agree you will comply with the following restrictions and prohibitions at all times in connection with all Projects and all interactions with Clients and Ethos.

1. Material Nonpublic Information: You may not disclose any material non-public information regarding any company, security, government action, or industry.
2. Current and Recent Employers: You may not accept any Project about or relating to any entity for which you currently or within the preceding six (6) months are or were an employee, contractor, director, officer, board member, advisor, or similar role.
3. Proprietary and Confidential Information: You may not disclose any proprietary or trade secret information, or any information that you have an obligation to keep confidential whether contractual or otherwise.
4. Use of Information: You may not use, disclose to a third party, trade securities, or otherwise transact on the basis of any material nonpublic information, proprietary information, trade secret information, or any other Confidential Information you may be exposed to or learn in the course of any Project or Client interaction.
5. Billing and Compensation Information: You may not disclose your billing rate or other compensation information to a Client.
6. Employer or Client Information: You may not discuss or disclose any confidential or proprietary information about your current or past employers or clients.
7. Professional and Ethical Obligations: You may not disclose any information where disclosure would violate any applicable professional obligation or ethical rule.
8. Consulting Limits: If you are employed in a sensitive position (such as auditor, lawyer, healthcare professional, or financial advisor), you must adhere to all applicable professional standards and restrictions. You may not provide legal, investing, tax, or financial advice.
9. Competitors: You may not accept or participate in any Project where the Client directly competes with a company where you currently hold a position as an employee, contractor, advisor, director, trustee, officer, board member, or a similar role.
10. Anti-Bribery and Corruption: You must comply with all applicable anti-bribery and anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act 2010, and any relevant anti-kickback or fraud statutes. This obligation extends to all activities undertaken in connection with any Project or this Agreement. You may not offer, promise, give, or authorize the giving of any payment, gift, consideration, or financial or non-financial advantage, either directly or indirectly, to any person or entity with the intent to improperly influence any act or decision, secure an improper advantage, or induce someone to perform a function improperly in connection with a Project or this Agreement. You agree not to solicit, accept, or agree to accept any payment, gift, consideration, or financial or non-financial advantage from any person or entity as an inducement or reward for any improper performance related to obtaining or retaining business or any aspect of a Project.

7. Specific Restrictions and Prohibitions:

1. Auditors and Accountants: If you are currently an auditor or accountant, or have been within the past three years, you agree not to discuss companies or organizations that you currently or within the past three years have provided auditing or accounting services and to decline any Project request focused on any such company or organization. You may not disclose any confidential information obtained through your auditing or accounting engagements. You agree not to provide auditing services or accounting services in connection with or during a Project.
2. Financial Professionals: If you are a financial professional, you agree not to provide any form of financial, investing, or tax advice to Clients.
3. Lawyers: If you are an attorney, you agree not to discuss any clients you currently represent and to decline any Project request focused on any such clients. You may not disclose any information, opinions, or materials that would breach any legal or ethical duties owed to past or present clients or that would violate attorney-client privilege or ethical rules or professional obligations.
4. Government and Regulatory Employees: If you are employed by a government or regulatory agency, you must ensure that your use of the Platform and participation in Projects does not conflict with your official duties or applicable laws, regulations, and policies. If you are a government employee, official, or member of the military, you confirm that your participation complies with any relevant policies, laws, or regulations and that you have permission from your employing agency to participate in Projects and use the Platform.
5. Clinical Trials: If you have participated in a clinical trial or provided consulting services to any person or entity sponsoring, performing, or otherwise involved in clinical trials, you must comply with all applicable legal, contractual, or other obligations to keep certain information pertaining to such trials confidential. This includes patient experiences, trial results, and any other information regarding the outcome of or data generated by such clinical trials until publicly released.
6. Healthcare: If you are a healthcare professional, you may not disclose any information subject to, protected by, or in violation of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), its implementing regulations, and any other similar laws, regulations, rules or policies. You may not provide medical advice to any Client or to Ethos. If you hold yourself out as a licensed healthcare professional, you represent, warrant, and covenant that you are licensed in all jurisdictions where you currently practice, and that you are not listed on the List of Excluded Individuals/Entities issued by the Office of the Inspector General of the U.S. Department of Health and Human Services, the System for Award Management (SAM) and/or the Debarment List of the U.S. Food and Drug Administration.
7. Client Engagements: In connection with certain Projects, Clients may ask you to enter into a Project-specific agreement between you and the Client. You may not enter into such agreements without Ethos’s prior written permission. Ethos does not review such agreements and makes no representations or warranties as to the content or accuracy of the terms thereof and you are fully responsible for reviewing and deciding whether or not to enter into such agreements.

8. Project Participation

1. Voluntary Participation: Your participation in Projects is entirely voluntary. You have the right to accept or decline any Project at your discretion, subject only to your other obligations under this Agreement.
2. Quality Standards: You agree to provide accurate, honest, professional, and high-quality insights and work product based on your expertise and to conduct yourself professionally and ethically in connection with any Project. Ethos may remove you from the Platform for failure to meet these standards.
3. Project-Specific Questions, Representations, and Warranties: When responding to a Project request, you may be asked to answer questions about your background and experience and to provide representations, warranties and other assurances regarding your background and professional history (“Project Screening”). You agree to provide accurate information in your response to all Project Screening. Failure to fully and accurately respond to Project Screening may result in your not being selected for the relevant Project, removal from the Platform, or termination of this Agreement.
4. Compliance with Instructions: You agree to follow all reasonable instructions provided by Ethos and Clients regarding the scope and nature of the Projects.
5. Public Speaking Engagements: From time to time, a Client may request your participation as a speaker or presenter at a presentation, conference, public event, or other engagement which will be joined or attended by third parties other than the Client and its personnel. If you agree to such a Project, you consent to the Client’s and Ethos’s use of your name, likeness, biographical information, presentation materials, speech content, and any related intellectual property in connection with the promotion, execution, recording, distribution, and future marketing of the event and the Platform. You grant Ethos a perpetual, irrevocable, worldwide, royalty-free, transferable license to use, reproduce, and distribute recordings and summaries of such materials for promotional and archival purposes in connection with the event and the Platform. You grant Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and distribute recordings and summaries of such materials for (i) promotional and archival purposes in connection with the event, and (ii) Client’s internal business purposes. You retain ownership of your original presentation materials, including any methodologies or frameworks you created independently prior to the engagement, subject to a non-exclusive license granted herein. You acknowledge that any materials, methodologies, or content developed specifically for or presented during Client engagements may incorporate Ethos’s Platform resources and Client’s proprietary information. You waive any attribution claims related to collaborative content that incorporates Ethos’s or Client’s proprietary information, but you retain the right to be identified as the author or presenter of your original independently created content. In consideration of the compensation provided for such a Project, you release Ethos as well as the corresponding Client from claims or liabilities arising from the authorized use described in this Section, including claims of defamation, invasion of privacy, right of publicity, or infringement of intellectual property rights, and agree to indemnify Ethos and Client against any third-party claims related to your content or participation.

9. Monitoring and Compliance.

You acknowledge and agree that Ethos and Clients may monitor any Project, including all communications, consultations, and interactions in connection with any Project, for the purpose of ensuring compliance with this Agreement and all applicable laws and regulations. Such monitoring may include the live monitoring of calls, communications, or other interactions (“Communications”) by compliance personnel or systems. You may not receive any notification or alert regarding the presence or use of compliance personnel or systems during Communications. By participating in any Project, you consent to the inclusion and participation of Ethos’s or Client’s compliance personnel or systems in any Communications. You also consent to all compliance activities undertaken by Ethos or Clients in connection with Projects.

10. Payments and Fees

1. Project Compensation: You will be compensated by Clients at rates agreed upon at the time of engagement for each Project. For most Projects, you set your own rate. However, for certain Projects, Clients may offer specified rates or total compensation. The rate and method of payment will be confirmed in writing prior to the start of each Project. Unless agreed otherwise, your compensation will be prorated based on the total duration of your time spent on each Project as reasonably determined by Ethos based on available data and in accordance with its standard practices. This total duration may differ from the scheduled duration of the Project. You will not be compensated for any Project that does not take place, is cancelled, or is terminated early. You will only be compensated for Projects that are completed in accordance with this Agreement and with any other representations and agreements you make in connection with a Project. You agree that Ethos may facilitate payment by Clients on your behalf. Ethos is not liable for any delay in payment caused by a Client’s failure to remit funds to Ethos. If payment is delayed, you may request assistance. If payment is not made within thirty (30) days of the applicable due date, you may notify Ethos in writing and Ethos will use commercially reasonable efforts to facilitate prompt payment from the applicable Client.
2. Payment Terms: Payment is typically made within thirty (30) days of Project completion and receipt of all necessary documentation, including any required invoices or reports. You must submit all required invoices and reports within thirty (30) days of Project completion; failure to do so may result in delay or loss of your compensation for that Project. You must provide Ethos with all requested tax documentation, as well as bank account and payment information, prior to receiving compensation for any Project. Ethos may require this information be updated from time to time. Ethos may withhold payment pending resolution of any dispute regarding a Project or your compliance with this Agreement.
3. Changes to Rates: You may update your rate at any time. Updates will apply to future Projects only and will not apply to any Project which you have already accepted or of which you have already been notified. To update your rate, provide written notice to Ethos.
4. Expenses: Unless otherwise agreed in writing, you are responsible for all expenses incurred in connection with your participation in Projects.
5. Taxes: You are responsible for reporting and paying any applicable taxes, duties, or similar assessments related to the compensation received. If Ethos incurs collection costs due to your failure to provide required documentation or tax forms, you are responsible for such costs.
6. Work to be Performed on Platform. Unless expressly authorized in advance by Ethos in writing, you will be compensated only for work performed and completed through the Platform and accepted by the Client. Except where authorized by Ethos, Ethos will not compensate you for any Projects or services rendered outside of the Platform, even if such work is related to or follows up on a Project initially arranged through the Platform. Any dispute regarding whether work qualifies for compensation will be resolved by Ethos in its sole discretion based on available information and consistent with its standard practices.

11. Platform Agents

1. The Platform may include the ability for you to use Platform Agents. “Platform Agent” means any automated, AI-driven interface that interacts with users of the Platform for the purposes of facilitating the services provided by the Platform, including but not limited to (i) conducting Projects on behalf of Clients, (ii) Project Screening, (iii) enriching your Expert profile, and (iv) identifying Project opportunities.
2. Your use of any Platform Agent is optional. Your decision not to use Platform Agents may affect your visibility to Clients and selection for certain Projects. If you choose to use a Platform Agent, you warrant that all information you provide to the Platform Agent, including information regarding your experience, education, employment history, and expertise, will be true, accurate, and complete and that your use will meet all terms and conditions of this Agreement, including the Conditions of Participation listed above.
3. You acknowledge that Platform Agent questions, responses, and information captured or communicated by Platform Agents may be incomplete or inaccurate. You have the right to request human review of any Platform Agent determination or output that materially affects your participation in a Project or your standing on the Platform, and Ethos will use commercially reasonable efforts to facilitate such review within a reasonable timeframe, subject to operational constraints.

12. Non-Solicitation and Non-Disclosure

1. Non-Solicitation of Clients: You may not solicit, initiate contact with, or provide services to any Client with whom you interacted through the Platform, outside of the Platform, for a period of one (1) year following the later of (a) the termination of this Agreement or (b) your last interaction with such Client through the Platform, without Ethos’s prior written consent. Any breach of this provision would cause irreparable harm to Ethos and Ethos is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
2. Non-Disclosure: You may not disclose any proprietary or confidential information about Ethos, its business operations, or Clients to any third party without express written authorization from Ethos.

13. Recording and Transcription.

Clients may record and/or transcribe oral, written, visual, or audio communications in connection with any Project (“Transcripts”), including your voice, image, and likeness. Such Transcripts constitute Deliverables as defined in Section 14 below. Ethos makes no representation or warranty and disclaims any responsibility or liability for the content, quality, accuracy, preservation, or use of any Transcripts. By participating in any Project, you consent to such recording and transcription.

14. Intellectual Property and Content

1. Work Product: Any materials, work product, discoveries, inventions, or improvements you create specifically for or in connection with a Project, including analyses, reports, recommendations, presentations, methodologies, processes, AI-generated content or output, insights, opinions, or conclusions (collectively the “Deliverables”) are the property of the Client conducting or managing such Project and, as between Ethos and the Client, are owned by such Client. To the extent any such Deliverable implicates any rights that cannot be assigned by operation of law, you assign, transfer, and convey to the applicable Client all right, title, and interest in and to such Deliverable, including all intellectual property rights therein.
2. Pre-Existing Intellectual Property: Any pre-existing intellectual property owned by you prior to a Project and incorporated into Deliverables (“Expert Pre-Existing IP”) remains your property, and nothing in this Agreement operates as an assignment of Expert Pre-Existing IP. To the extent you incorporate or use Expert Pre-Existing IP in connection with any Deliverables, you grant the relevant Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute any such Expert Pre-Existing IP, solely in connection with the purposes of the applicable Project. Additionally, each Client may utilize any general ideas, concepts, know-how, or techniques contained within any Deliverables you provide to that Client, provided that such use does not include the reproduction, distribution, or public display of Expert Pre-Existing IP in a form substantially similar to the original.
3. Third-Party Intellectual Property: You warrant that any materials or content you create, share, or provide in connection with any Project, including Deliverables, or under this Agreement do not infringe upon any third-party intellectual property rights and that you have all necessary rights and permissions to share and provide such materials.
4. Ethos Intellectual Property: “Ethos IP” means the Platform and any intellectual property provided to you in connection with your use of the Platform, relationship with Ethos, or any Project. Ethos IP includes Aggregated Information (as defined herein), and any information, data, or other content derived from Ethos’s monitoring of your access to or use of the Platform. Expert Data is not Ethos IP-it remains your property as described in Section 14(e). Ethos owns all right, title, and interest, including all intellectual property rights, in and to the Ethos IP. No rights in Ethos IP are granted to you other than as expressly set forth in this Agreement.
5. Expert License to Ethos: You retain ownership of your Expert Data and Expert Content. Ethos acknowledges that, as between you and Ethos, you own all right, title, and interest, including all intellectual property rights, in and to data and information uploaded, entered, or provided by you to the Platform, excluding any Deliverables (“Expert Data”) and content created by you from or through the Platform (“Expert Content”). Your pre-existing intellectual property remains your property. For clarity, any Expert Pre-Existing IP that you upload to, store on, transmit through, or otherwise use within the Platform remains your property. To enable Ethos to operate the Platform and provide its services, you grant to Ethos a perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use, reproduce, modify, adapt, distribute, display, perform, analyze, host, store, transmit, and create derivative works from all Expert Data, all Expert Content, and any Expert Pre‑Existing IP that you upload to, store on, transmit through, or otherwise use within the Platform, limited to the following purposes: (i) operating, maintaining, securing, supporting, and providing the Platform and related services; (ii) conducting compliance monitoring, quality assurance, and security reviews; (iii) creating, using, and commercializing aggregated, anonymized, or de‑identified datasets, insights, or outputs; and (iv) identifying Project and other commercial opportunities on your behalf. You represent and warrant that you have all rights, consents, and permissions necessary to grant the foregoing licenses, and that Ethos’s exercise of its rights hereunder will not infringe, misappropriate, or violate any third‑party rights, confidentiality obligations, or laws.
6. Feedback: If you send or transmit any communications or materials to Ethos by mail, email, telephone, or otherwise, suggesting or recommending changes to the Ethos IP, including new features or functionality relating thereto, or any comments, questions, or suggestions (“Feedback”), Ethos may use such Feedback without restriction. You assign to Ethos any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose, although Ethos is not required to use any Feedback.
7. General Knowledge and Skills: Your professional expertise remains yours. Nothing in this Agreement limits or restricts your right to use general knowledge, skills, experience, ideas, concepts, know-how, or techniques that you have developed or acquired independently or that are retained in your unaided memory, provided that such use does not disclose Confidential Information or infringe any intellectual property rights of Ethos or any Client. Your professional expertise, industry knowledge, and general methodological approaches are not Deliverables or Ethos IP regardless of whether they were also applied in connection with a Project. This Section does not limit the assignment or license of specific Deliverables created for a Project.
8. Portfolio and Credential Use: You may reference your Platform participation for professional purposes. Subject to your confidentiality obligations under this Agreement, you may reference your general participation on the Platform and the general nature of Projects (without disclosing Client identities, Confidential Information, or specific Deliverable content) for purposes of your professional portfolio, résumé, curriculum vitae, or professional credential applications. You may not use Ethos’s name, logo, or trademarks in such materials without Ethos’s prior written consent.
9. No Claim to Independent Work: Your independent work remains yours. Nothing in this Agreement grants Ethos or any Client any right, title, or interest in any work, materials, inventions, or intellectual property that you create entirely independently and outside the scope of any Project, provided such work does not incorporate, constitute, or derive from Confidential Information, Deliverables, or Ethos IP. Your independent consulting, research, publications, and professional activities conducted without reference to any Project remain your property.
10. Pre-Existing IP Removal Upon Termination: You may request removal of your Pre-Existing IP after termination. Upon termination of this Agreement and your written request submitted within ninety (90) days of termination, Ethos will use commercially reasonable efforts to remove or disable access to your Expert Pre-Existing IP from the Platform within sixty (60) days of such request. Ethos may retain your Expert Pre-Existing IP to the extent it: (i) has been incorporated into Deliverables already created or provided to a Client; (ii) is contained in Aggregated Information; (iii) cannot be reasonably separated from Ethos IP or other Platform content without material cost or disruption; or (iv) is required to be retained by applicable law or for legitimate compliance or legal purposes. This Section does not limit the licenses granted herein with respect to Deliverables already created or delivered to Clients prior to termination.

15. Disclaimers

THE ETHOS IP, INCLUDING THE PLATFORM, IS PROVIDED “AS IS” AND ETHOS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ETHOS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ETHOS MAKES NO WARRANTY OF ANY KIND THAT THE ETHOS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ETHOS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY PLATFORM AGENT OR PLATFORM AGENT FUNCTIONALITY, CONTENT, OUTPUT, OR RESULTS.

Temporary Platform unavailability is inherent in internet-based services and Platform modifications are necessary for continued operation and improvement. You assume all risks associated with reliance on any particular Platform feature or functionality and agree that Ethos is not liable for any unavailability or modification.

16. Indemnification

You agree to indemnify, defend, and hold harmless Ethos, its affiliates, subsidiaries, officers, directors, employees, agents, successors, assigns, and Clients (collectively, the “Indemnified Parties”) from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of, in connection with, or related to:

1. Your Breach: Any breach by you of this Agreement.
2. Your Violations: Your violation of any applicable laws, regulations, or rights of third parties.
3. Your Misconduct: Any negligent, reckless, or intentional wrongful act or omission by you.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ETHOS IS NOT LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH (A) PLATFORM UNAVAILABILITY, SUSPENSION OF ACCESS, OR INTERRUPTION OF SERVICES; (B) MODIFICATION, UPDATE, OR DISCONTINUATION OF PLATFORM FEATURES OR FUNCTIONALITY; (C) YOUR PARTICIPATION IN ANY PROJECT; (D) ACTIONS OR OMISSIONS OF ANY CLIENT; OR (E) ANY COMBINATION OF THE FOREGOING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ETHOS’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID TO YOU DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO LIABILITY, OR (II) ONE THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATION WILL NOT APPLY WITH RESPECT TO ANY INTENTIONAL OR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ANY LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Ethos agrees not to impose liability on you for indirect, incidental, consequential, exemplary or punitive damages based on your performance under this Agreement, unless such damages arise out of or are related to your breach of or failure to comply with this Agreement or any intentional or willful misconduct or gross negligence by you. Ethos has no obligation or duty to defend you, provide you with counsel, or pay any legal costs and expenses on your behalf in connection with this Agreement, any Project, or any dispute between you and a Client.

18. Termination

1. Termination by Either Party: Either party may terminate this Agreement at any time by providing written notice to the other party. Ethos may also terminate this Agreement immediately, without prior notice, if (a) you breach any material term of this Agreement, (b) you engage in conduct that Ethos reasonably determines poses a risk to Ethos, Clients, or the integrity of the Platform, or (c) required by applicable law or regulatory authority.
2. Effect of Termination: Upon termination for any reason, you must cease all use of the Platform, return or destroy all Confidential Information obtained during your use of the Platform, and, if requested by Ethos, certify in writing that you have done so. Termination does not relieve you of any obligations or liabilities accrued prior to the effective date of termination.
3. Surviving Obligations: The following obligations survive termination of this Agreement: confidentiality, intellectual property, indemnification, non-solicitation, and any other provisions which by their nature should survive to effectuate the purposes and intent of this Agreement.

19. Governing Law, Dispute Resolution and Waiver of Jury Trial and Class Actions

1. Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles.
2. Arbitration Agreement: Any disputes arising out of or in connection with this Agreement will be fully and finally resolved exclusively through binding arbitration in accordance with then-applicable rules of JAMS, with the arbitration conducted in New York City, New York, unless otherwise agreed by both parties in writing. The language of arbitration will be English. Before initiating arbitration, the initiating party must provide at least 60 days’ written notice to the other party and attempt to resolve the dispute amicably. Each party will bear its own costs and attorneys’ fees unless the arbitrator determines that a claim was frivolous or brought in bad faith, in which case the non-prevailing party will reimburse the prevailing party for its reasonable attorneys’ fees and costs.
3. WAIVER OF JURY TRIAL AND CLASS ACTION: BY ENTERING INTO THIS AGREEMENT, YOU KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. YOU ALSO AGREE THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS WAIVER AND AGREE TO IT VOLUNTARILY.

20. Data Protection and Privacy

1. Compliance and Personal Data: You agree to comply with all applicable data protection and privacy laws and regulations when handling or processing any personal data accessed through the platform. You may only use personal data obtained through Ethos for the purposes of fulfilling your obligations under this Agreement and must not retain or process such data for any other purpose.
2. Privacy: You understand and agree that all personal data that is shared by you or collected on your behalf and processed by Ethos is shared, collected, and processed directly by Ethos Artificial Intelligence Limited, a wholly owned subsidiary of Somo Labs Inc., located at Ethos Artificial Intelligence Limited c/o Cogency Global, 6 Lloyd’s Avenue, London, EC3N 3AX, United Kingdom, and such personal data transfer and processing is conducted solely in accordance with the Data Processing Agreement, which is available at https://agent.askethos.com/ethos-dpa and incorporated herein by reference, and in accordance with the Ethos Artificial Intelligence Limited Privacy Policy, which is available at https://agent.askethos.com/privacy, or such successor URLs as Ethos may designate. Ethos Artificial Intelligence Limited will use and process Expert Data, including any personal data, solely to provide the Platform and for the purposes set forth in this Agreement.
3. Aggregated Information. Ethos may monitor your use of the Platform and collect and compile Aggregated Information. Aggregated Information belongs to Ethos, and as between Ethos and you, all right, title, and interest in Aggregated Information, and all intellectual property rights therein, belong to and are retained by Ethos. Ethos may (i) compile Aggregated Information based on Expert Data input into the Platform; (ii) make Aggregated Information publicly available in compliance with applicable law; and (iii) use Aggregated Information to the extent and in the manner permitted under applicable law. “Aggregated Information” means data and information related to or derived from your use of the Platform that is used by Ethos in an aggregate or anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform. Aggregated Information does not identify you individually.
4. Export Control Compliance. You agree to comply with all applicable export control laws and regulations and not to export, re-export, or release any part of the Platform or related technology in violation of such laws.

21. Miscellaneous

1. Beta Features
   1. Product features clearly identified as alpha or beta features as well as any features, products, or services provided on a free trial basis (collectively “Beta Features”) that Ethos makes available to you are provided for testing and evaluation purposes only. Ethos may without notice modify or remove Beta Features at any time without liability to you. Ethos makes no commitment to provide Beta Features in any future versions of the Platform. You have no obligation to use any Beta Feature.
   2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ALL BETA FEATURES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND OR PERFORMANCE OBLIGATIONS. ETHOS SHALL HAVE NO INDEMNITY OBLIGATIONS NOR LIABILITY FOR OR IN CONNECTION WITH ANY BETA FEATURE EXCEPT WHERE SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW IN WHICH CASE ETHOS’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO BETA FEATURES SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).
2. Independent Contractor Relationship: The relationship between you and Ethos and you and any Client is an independent contractor relationship. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between you and Ethos or any Client. You are responsible for all taxes, duties, and similar assessments arising from compensation received under this Agreement, and you are not entitled to any employee benefits from Ethos or any Client.
3. Modification: Ethos may update or modify this Agreement at any time by providing notice to you via email, through the Platform, or by posting the revised terms on the Ethos website. Any such changes will become effective upon posting or as stated in the notice, provided that changes that materially and adversely affect Experts’ rights or obligations will not become effective earlier than fifteen (15) days after notice is posted. Your continued use of the Platform or participation in Projects following the effective date of any modification constitutes your acceptance of such changes. If you do not agree to any modification, you may terminate this Agreement and cease using the Platform prior to the effective date of such modification. You are responsible for regularly reviewing this Agreement for updates.
4. Assignment: You may not assign, transfer, delegate, or sublicense any of your rights or obligations under this Agreement without the prior written consent of Ethos, and any attempted assignment without such consent will not be effective. Ethos may assign, transfer, or delegate its rights and obligations under this Agreement without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Ethos will notify you of any such assignment within thirty (30) days.
5. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck, and the remaining provisions will be enforced.
6. Waiver: The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
7. Notices: All notices or other communications required or permitted under this Agreement must be in writing. Notice to Expert may be provided via email or through the Platform. Notice to Ethos must be provided at:
   
   1007 N Orange St., 4th Floor Ste 1382
   Wilmington, DE 19801
   United States of America
   
   With a copy to support@askethos.com.
8. Good Faith: Each party shall act in good faith and deal fairly with the other party in the performance and enforcement of this Agreement.
9. Headings: The section headings, titles, and captions contained in this Agreement are for convenience and reference purposes only. They do not define, limit, or describe the scope or intent of any provision of this Agreement and shall not affect the construction or interpretation of any part of this Agreement.