Last Updated: April 2022
These Duda Expert Terms (“Expert Terms”) are entered into by and between Duda, Inc. on behalf of itself and its subsidiaries (“collectively, Duda”) and the expert (“Expert” or “you”).
The Expert Terms govern the Duda Experts Program (“the “Program”) that allows you to join Duda’s directory of experienced professionals. Such professionals may offer certain services to Duda customers for use on their Duda websites such as web design, template creation, API integration, website migration, customized HTML/CSS, and/or customized widgets (the “Services”) .
By signing up for the Program and completing the application, You agree that:
- You have read and agree to be bound by all these terms, including any modifications described in Section 3 “Modifications” below;
- If you are entering into these Expert Terms on behalf of an entity, you have the authority to bind such entity; and
Failure to comply with any provisions of the Agreement may result in the immediate termination of your participation in this Program. Such decisions shall be made by Duda in Duda’s sole discretion.
Duda and Expert are described herein individually as a “Party” and collectively as the “Parties”.
The Parties agree, for good and valuable consideration, as follows:
- “Active Sites” means sites built through the Duda Platform that are published and made available on the internet.
- “Agency Plan” means the agency Plan Category as described on duda.co/plans.
- “Certification” means the recognition Customers may achieve after completing a specialization course on Duda University, as described on http://university.duda.co/#type_certification.
- “Customer” means an individual or entity who subscribes to a Duda Plan Category.
- “Duda Community” means the online forum located at community.duda.co that allows Duda professionals to exchange information, ask technical questions, and provide feedback regarding the Duda Platform.
- “Duda Experts Directory” means the searchable directory of Expert Profiles located at experts.duda.co.
- “Duda Marks” means the Duda name, Duda word mark, and any other Duda graphics, logos, designs, scripts, indicia and service names.
- “Duda University” means Duda’s online learning platform located at https://university.duda.co/.
- Expert Profile: means the page showcasing your services that you may be able to add to the Experts Directory.
- Plan Category means the Duda subscription plans described on duda.co/plans.
2. Program Details
- Eligibility. Agencies, freelancers, and other businesses that build websites or provide Services for Customers may be eligible to participate in the Program. To qualify as an Expert, you must certify that you meet the following requirements stated in the Duda Experts Program Requirements located at https://support.duda.co/hc/en-us/articles/4414879511447-Duda-Experts-Program-Requirements. (“Requirements”) for the duration of the Program. You understand that Duda may, at Duda’s sole discretion, update the Requirements from time to time. If any such update impacts your participation in the Program, you will be notified of the additional requirements via email or other written notice. If you fail to comply with any of the Requirements at any point during the duration of the Program, Duda will notify you of the non-compliance and your status as a Duda Expert may be suspended.
- Applications. To apply to participate in the Program and become an Expert, You must fill out the application located at the Duda website or sent via email. You agree to provide us with accurate, complete, and updated information on your application and your Expert Profile.
- Acceptance. Duda has the right Duda reserves the right to accept or reject any application in its sole discretion, and isn’t required to provide any explanation for its decisions. You understand that satisfaction of the requirements listed in Section 2.1 “Eligibility” does not guarantee acceptance or continued membership in the Program. If Expert’s Application has been rejected, Expert may apply again after a period of six (6) months from the date of rejection, unless otherwise stated by Duda.
- Termination or Removal. Duda may, in Duda’s sole discretion, terminate your participation in the Program for any reason, without explanation. You will be notified of such termination in writing (e.g. email or other written notice)
- The Program, including the Agreement may be altered, modified or changed by Duda, from time to time, at Duda’s discretion. If a modification meaningfully affects your rights, Duda will notify you by providing you with (3) days notice. Any of the following methods of notice (“Change Notice”) is considered sufficient notice to Expert of a modification to the Program or the Agreement:
- Email notification to the email address listed on Expert’s Application; or
- Notification on Duda’s website of a change notice of new agreement.
- If any modification is unacceptable to Expert, Expert’s sole recourse shall be to terminate the Agreement prior to the date when the change is to take effect. Your continued participation in the Program following posting of a Change Notice will constitute binding acceptance of such change.
4. Program Benefits
- Upon acceptance into the Program, you may have access to certain Duda Expert benefits as described in this Section 4 (“Benefits”). Any use of the Benefits must be in accordance with Duda’s Program Requirements and Duda’s Expert Branding Guidelines.
- Expert Profile. Upon acceptance into the Program, you will be invited to create a Duda Expert Profile to showcase your Services on Duda’s Expert Directory. After you complete your Duda Expert Profile, Duda shall conduct a review to ensure the draft Duda Expert Profile complies with Duda’s policies including, but not limited to, the Terms of Service. Duda will endeavour to conduct such review within three business days. Duda has the right to accept or reject your Duda Expert Profile for any reason or no reason, without explanation to you.
- Duda Expert Badge. After approval of your Expert Profile, Duda will provide you access to a badge to help distinguish you as an Expert in your Services (“Duda Expert Badge”). Duda grants you a non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable, limited license to use the Duda Expert Badge, solely in connection with the Program and solely in accordance with Duda’s Expert Branding Guidelines.
- External Advertising. You may advertise or externally market the “Duda Expert Program” on your website, marketing materials, social media profiles and in conversations with prospects and end users.
- Restrictions. Unless otherwise agreed to in writing by Duda, you may not refer to yourself as employed by, affiliated with, or endorsed by Duda, provided that you may refer to yourself as a Duda Expert during the term of your participation in the Program. Neither this Agreement nor your participation in the Program creates any agency, partnership, or joint venture between you and Duda.
- Termination. Duda reserves the right to examine your records regarding your use of Benefits. If Duda determines, in our sole discretion, that Your use of the Duda Marks, the Duda Expert Program Badge, or any other Benefit violates the requirements of this Agreement, including the Dude Expert Branding Guidelines or Program Requirements referenced herein, Duda may require you to immediately remove the use of such marks and/or reduce or terminate the Benefits provided in this Agreement.
- Changes. Duda reserves the right to add and potentially remove Benefits at any time in Duda’s sole discretion, without liability or notice to you.
5. Experts Directory & User Contributions
- Experts Directory. Duda will not be liable if for any reason all or any part of the Expert Directory is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Experts Directory, or the entire Experts Directory.
- You may have the ability to link an external, online review platform such as Yelp or Google Reviews to your Expert Profile. You understand that any such external links are governed by the terms and conditions of the third party online review platform. Duda shall bear no liability whatsoever with respect to the online review platform or any other third party link that is not owned by Duda.
User Contributions. In addition to Expert Profiles, the Experts Directory may contain interactive features such as forums or review features that allow users to post, submit, publish, display or transmit feedback to other users or other persons (Collectively, “User Contributions” on or through the Experts Directory.)
- You understand and acknowledge that Duda is not responsible for any third party content of the accuracy of any User Contributions posted by you or any other user of the Duda Experts Directory.
- Monitoring and Enforcement. Duda reserves the right to:
- Remove or refuse to post any User Contributions for any or no reason in its sole discretion.
- Take any action with respect to User Contribution we deem necessary or appropriate in our sole discretion, including if we believe the User Contribution violates the Terms of Service, including the User Conduct section, infringes on any intellectual property right or other right of any person or entity, or could create liability of the company.
- However, we cannot and do not undertake to review all material before it is posted on the Duda Experts Directory, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
6. Representations and Warranties
- Expert Warranties. Expert represents and warrants that:
- You have the right to enter into this Agreement and perform the obligations described hereunder;
- You are in full compliance with the terms of the Agreement;
- You will comply with all applicable laws and regulations, including but not limited to privacy and data protection laws (e.g. GDPR, CCPA, and other applicable privacy regulations);
- You are the owner or you otherwise have the right to sell any products or services that you offer through the Program. For purposes of clarity, resale of the products and services owned by any other person or entity without written permission is strictly prohibited.
- Any User Contributions submitted by you, including, without limitation, any information in your Expert Profile, will not infringe or violate the rights of any third party, including without limitation any trademarks, privacy rights, publicity rights, contract rights, or other intellectual property rights.
- You will remain in compliance with Duda’s standard published policies and the Terms of Service then in effect and all applicable laws and regulations. Although Duda has no obligation to monitor Expert’s participation in the Program, Duda may do so and may prohibit any use of actions it believes may be (or alleged to be) in violation of the foregoing.
- You will engage in good faith efforts to provide Services to Customers in a satisfactory manner.
- You agree to inform Customers that:
- You’re not employed by, affiliated with or endorsed by Duda (provided that you may refer to yourself as a Duda Expert during the term of your participation in the Program);
- Duda is not a party to any agreement entered into between you and your customers;
- Duda makes no representations and warranties about the quality of the Services you provide to your customers
- Duda is in no way responsible for performing, or liable in any way for, any Services you provide to your clients.
- Duda Representations and Warranties. Duda represents and warrants that:
- it has all necessary right, power and authority to enter into and perform the Agreement;
- its performance under the Agreement does not and will not violate or cause a breach of the terms of any other agreement to which it is a party; and
- the Duda Materials will not infringe or misappropriate the intellectual property rights of any third party.
- DISCLAIMER. EXCEPT AS OTHERWISE SET FORTH IN SECTION 6, THE DUDA MATERIALS, THE DUDA EXPERTS DIRECTORY, AND ALL RELATED INFORMATION, MATERIALS, SERVICES AND TECHNOLOGY PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF DUDA HEREUNDER ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, DUDA MAKES NO WARRANTY THAT: (A) IT WILL CONTINUE TO OPERATE THE DUDA SITE, THE DUDA EXPERTS SITE, OFFER THE BENEFITS IN THEIR CURRENT FORM OR MAINTAIN THE DUDA MARKS; (B) THE DUDA SITE OR DUDA EXPERTS DIRECTORY WILL BE ACCESSIBLE WITHOUT INTERRUPTION; OR (C) THE DUDA EXPERTS DIRECTORY ARE OR WILL BE FREE FROM ERRORS, DEFECTS OR DESIGN FLAWS. FURTHER, DUDA MAKES NO REPRESENTATIONS REGARDING ANY PROFIT, REVENUE, SAVINGS, SALES, BUSINESS OPPORTUNITIES OR OTHER SUCCESS AS AS RESULT OF THE PROGRAM.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DUDA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, BY OPERATION OF LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- In the course of providing or offering Services, you may receive Personal Information of a Customer, either via the Program or directly from such Customer. Any Personal Information you receive through the Program may only be used to engage the Customer for the provision of Services offered in the Program.
- In order to allow you to offer Services, Customer may provide you with access to Customer contacts, which may include Personal Data, in accordance with and subject to applicable data privacy laws. You acknowledge and agree that you and Duda will each act as separate, independent Controller of Customer Personal Data shared with you as part of your participation in the Program. You and Duda shall be independently responsible for compliance with each party’s respective obligations as a Controller with respect to Personal Data of Customers. You further acknowledge and agree that Duda is not and shall not be deemed a Controller of any processing activity concerning Personal Data of Customers that is conducted outside of the Duda Platform, whether through your business or personal email address.
8. Expert/Customer Disputes
- The Program provides a platform for engagement between You and Customers or End Users only. You acknowledge and accept that Duda is not involved in dealings between you and your Customers or End Users. Any commercial interaction with any party except Duda is done at your own risk.
- If you have a dispute with a Customer or End User including, without limitation, regarding their performance, payment, and/or conduct you will need to handle it directly with such Customer. Duda will not mediate any such disputes.
9. Confidentiality; No Publicity
- Confidentiality. The term “Confidential Information” means all trade secrets, know-how, methods, software and other financial, business, regulatory or technical information disclosed by or for a Party in relation to the Agreement that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information includes the Agreement, the terms and conditions of the Agreement, and information exchanged in the course of negotiating the Agreement. Confidential Information does not include any information that: (a) was rightfully known to the receiving Party without restriction before receipt from the disclosing Party; (b) is rightfully disclosed to the receiving Party without restriction by a third party; (c) is or becomes generally known to the public without violation of the Agreement by the receiving Party; or (d) is independently developed by the receiving Party or its employees without access to or reliance on such information.
- Confidentiality Obligations. Except for the specific rights granted by the Agreement, the receiving Party shall not possess, access, use or disclose any of the disclosing Party’s Confidential Information without the disclosing Party’s prior written consent, and shall use reasonable care to protect the disclosing Party’s Confidential Information. Each Party shall be responsible for any breach of this Section 8 (“Confidentiality”) by its employees and contractors. Promptly after any termination of the Agreement (or at the disclosing Party’s request at any other time), the receiving Party shall return to the disclosing Party all Confidential Information.
- To the fullest extent permitted by law, you agree to indemnify and hold harmless Duda from and against all damages, losses and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of the Agreement; (b) your participation in the Program, including without limitation any User Contributions you post; and (c) any claims from your Customers, including without limitation any claims related to your provision and your marketing and promotion of Services.
11. Limitation of Liability
- EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, EXPERT’S INDEMNIFICATION OBLIGATIONS HEREUNDER, EXERPT’S MATERIAL BREACH, AND/OR EXPERT’S INFRINGEMENT OR MISAPPROPRIATION OF DUDA’S INTELLECTUAL PROPERTY RIGHTS:
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT; AND
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT THAT EXCEEDS TEN THOUSAND DOLLARS.
12. Term and Termination
- Term and Termination. The Agreement shall be effective as of the date the Expert is Accepted by Duda to join the Program and shall remain in effect until terminated by either Party upon written notice.
- Termination Obligations. Upon termination of the Agreement for breach or otherwise, Expert shall immediately cease all use of Duda Materials, including, but not limited to, any internal or external advertising associated with being a Duda Expert.
Any notices sent pursuant to these Expert Terms shall be sent by email: to Expert at the contact email address listed in Expert’s Application; and to Duda at email@example.com with a copy to firstname.lastname@example.org.
14. Independent Contractors
The Parties are independent contractors. Nothing contained in these Expert Terms will be construed as creating any agency, partnership, or other form of joint enterprise between the Parties, and neither Party may create any obligations or responsibilities on behalf of the other Party.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof; and exclusive jurisdiction and venue for any action arising under the Agreement shall be in the federal and state courts located in the county of Santa Clara, and both Parties hereby consent to such jurisdiction and venue for this purpose.
- Assignment and Subcontracting. Expert may not assign the Agreement, in whole or in part, or any of its rights and obligations hereunder, without the prior written consent of Duda. Duda may freely subcontract any of its rights or obligations under this Agreement, including, without limitation, to its marketing agency.
- No Waiver. The failure of either Party to insist upon strict performance of any of the provisions contained in the Agreement shall not constitute a waiver of any rights contained herein, at law or in equity, or a waiver of any other provisions or subsequent default by the other Party of any of the terms or conditions in the Agreement.
- Severability. In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
- Survival. Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration of the Agreement and continue in full force and effect thereafter.
- Merger; Modifications. The Agreement, including terms included by reference, represents the entire agreement and supersedes all previous agreements and understandings between the Parties relating to the subject matter hereof.