Network Advisor Terms & Conditions

1.Scope & Acceptance

These Terms apply to every Survey response you submit and every Engagement you participate in through the Network. By proceeding past the compliance acknowledgement on any Survey, by accepting any Engagement invitation, or by otherwise participating in the Network, you reaffirm your agreement to the Terms then in effect.

Consigliere may update these Terms from time to time. The version in effect at the time of your Survey submission or Engagement governs that activity. We will notify Advisors of material changes via email or in-product notice.

2.Definitions

• “Client” means a paying customer of Consigliere on whose behalf a Survey is fielded or an Engagement is requested.
• “Confidential Information” means non-public information disclosed by Consigliere or a Client in connection with a Survey or Engagement, including the identity of the Client where not yet disclosed to the Advisor, the contents of Survey questions, the contents of any consultation, and Consigliere's processes and methodologies.
• “MNPI” means material non-public information within the meaning of U.S. federal securities laws and analogous laws of other jurisdictions.
• “Personal Data” means information that identifies, relates to, or could reasonably be linked with an identifiable individual.

3.Eligibility & Representations

By participating in the Network, you represent and warrant that:

• You are at least 18 years of age and have full legal capacity to enter into and perform these Terms.
• The biographical information you have provided to Consigliere (including employment history, professional credentials, areas of expertise, and licensing status) is accurate and complete in all material respects, and you will promptly update it whenever it changes.
• You are not the subject of any pending or threatened regulatory, disciplinary, or criminal proceeding that would materially impair your ability to perform under these Terms.
• You are not currently barred or debarred from any U.S. federal program (including the OIG List of Excluded Individuals/Entities and the FDA Debarment List) or on any U.S. or other sovereign sanctions list.
• Your participation in the Network does not, and will not, violate any law, regulation, professional rule, employment agreement, consulting agreement, non-disclosure agreement, or other obligation to which you are subject.

4.Conflicts of Interest

Before responding to any Survey or accepting any Engagement, you must assess whether your participation would present a conflict of interest, including but not limited to: ownership or financial interest in the Client's securities or a direct competitor; duties or obligations owed to a third party (including a current or former employer, board, or client); existing confidentiality obligations covering the subject matter; or any other circumstance in which your participation would create the appearance of partiality or impropriety.

You agree to decline any Survey or Engagement that presents an unresolved conflict, and to promptly notify Consigliere at compliance@consigliere.so. If a conflict becomes apparent mid-Engagement, you will immediately terminate your participation and notify Consigliere.

5.Confidentiality

You shall hold all Confidential Information in strict confidence and shall not disclose it to any third party, except as expressly authorized by these Terms or by Consigliere in writing. Your confidentiality obligations include the identity of any Client (where not already disclosed), the contents and subject matter of any Survey or Engagement, Consigliere's practices and methodologies, and any non-public business information disclosed to you in connection with the Network.

Your obligations under this Section 5 survive the conclusion of any Survey or Engagement and continue indefinitely beyond the termination of your participation in the Network.

Consigliere likewise agrees to handle Personal Data and non-public information you provide in accordance with the Privacy & Data Use provisions in Section 12 and any applicable law.

6.Material Non-Public Information

You shall not share, disclose, or otherwise convey any Material Non-Public Information in any Survey response, Engagement, or other communication conducted through the Network. This prohibition applies regardless of how the MNPI came into your possession and regardless of whether you believe disclosure would be helpful.

If you come into possession of MNPI in the course of an Engagement, you are prohibited from acting upon it or sharing it with others. Failure to comply with this Section 6 may result in immediate removal from the Network and may subject you to civil and criminal liability under applicable securities laws.

7.Current & Former Employer Rules

Current employer. You shall not respond about, or otherwise discuss in any Engagement, your own current employer, its internal practices and procedures, its confidential relationships, or any other confidential information learned through your current employment. This rule applies whether your employer is privately held or publicly traded. If your current employer prohibits outside consulting, you are not permitted to participate in the Network at all.

Former employer. You may discuss only non-confidential information about a former employer, and only to the extent doing so does not breach any employment agreement, non-disclosure agreement, code of conduct, or other surviving obligation. You must not discuss any former employer's proprietary technology, internal projections, marketing plans, customer-specific information, or other confidential matters.

Finance / accounting roles. If you served in a finance, accounting, audit, or similar fiduciary role at a former employer, you may not consult on any topic concerning that former employer for a period of at least four (4) months following your departure.

8.Regulated Industries

Healthcare professionals. If you are a licensed healthcare professional, you represent that you are duly licensed in the jurisdiction(s) in which you practice and are not on the OIG List of Excluded Individuals/Entities or the FDA Debarment List. You shall not disclose any patient information protected under HIPAA or analogous laws, and you shall not provide medical advice through the Network. If you have participated in clinical trials or provided consulting services subject to confidentiality obligations, you shall comply with all such obligations.

Government employees. If you are a current government employee in any jurisdiction that prohibits outside consulting, you may not participate in the Network. Otherwise, you shall not consult on any matter regulated by the agency or department in which you are employed, on any legislation or policy you are in a position to influence, or in exchange for any item of value intended to influence official action.

Lawyers, auditors, and other regulated professionals. If you are an attorney, you shall not discuss matters relating to current clients or to former clients where doing so would breach an obligation of professional responsibility. If you are an external auditor, you shall not consult on any company you have audited within the prior three (3) years. All other regulated professionals shall comply with the codes of conduct, fiduciary duties, and licensing rules applicable to their profession.

9.Intellectual Property

Any feedback, opinions, analysis, ideas, concepts, know-how, techniques, suggestions, or work product you provide in connection with a Survey or Engagement (collectively, “Advisor Output”) is provided on a non-confidential, royalty-free basis. The Client on whose behalf the Survey or Engagement was conducted shall own all right, title, and interest in and to the Advisor Output, and Consigliere shall have a perpetual, worldwide, royalty-free license to use the Advisor Output for the purposes of operating the Network (including aggregating responses across Advisors and feeding curated insights into the Client's GTM Context Engine).

For the avoidance of doubt, this Section 9 does not grant any rights in Advisor's pre-existing intellectual property, expertise, or independent works.

10.Non-Circumvention

For a period of twelve (12) months following any Engagement in which Consigliere introduces you to a Client (or the Client's representative), you agree to provide Consigliere with reasonable notice before entering into any direct paid consulting, advisory, or board engagement with that Client outside of the Network. This is a notice-only obligation; Consigliere does not seek to restrict your ability to do business with anyone you meet through the Network.

11.No Compensation

Participation in the Network is voluntary and uncompensated. Consigliere does not pay honoraria, fees, or other consideration for Survey responses or for participation in Engagements introduced through the Network. You participate because the structured insights you receive about emerging founders, products, and market signals are themselves valuable to you as an operator and advisor. Consigliere may, from time to time, recognize Advisors who contribute consistently with non-cash benefits (e.g., curated reports, event invitations, recognition in the Network).

If you and a Client mutually elect to enter into a paid consulting or advisory engagement outside of the Network, the terms of that engagement are entirely between you and the Client (subject to Section 10).

12.Privacy & Data Use

Personal Data we collect. Name, email, professional title and company, LinkedIn or other professional profile, areas of expertise, geographic location, and (optionally) phone number. We do not collect SSN, banking information, or other sensitive financial data, because no compensation is paid.

How we use it. To invite you to relevant Surveys and Engagements, to communicate Network updates, to match you with appropriate opportunities, and to operate and improve the Network.

What is shared with Clients. For each Survey, you elect at the time of submission how your response is shared with the Client: (a) attributed by name; (b) attributed by name and company only; (c) anonymous with role + vertical; or (d) not shared. We honor your selection.

Retention. We retain aggregated, de-identified Survey data indefinitely for analytical purposes. We retain attributed responses for so long as you remain in the Network and for up to twenty-four (24) months thereafter. You may request deletion of your account at any time by emailing privacy@consigliere.so; deletion will be effected within thirty (30) days, subject to any legal hold.

Your rights. Subject to applicable law, you may request access to, correction of, or deletion of your Personal Data, and you may opt out of the Network entirely at any time.

13.Disclaimers & Indemnification

Your Advisor Output reflects your own opinions and is provided on an “as-is” basis without warranty of any kind. Consigliere makes no representation that any Client will act on, or refrain from acting on, your Advisor Output. To the maximum extent permitted by law, Consigliere disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

You agree to indemnify and hold Consigliere harmless from any third-party claim arising from (a) your breach of these Terms, (b) your breach of any obligation to a third party (including a current or former employer), or (c) your gross negligence or willful misconduct in connection with the Network. Consigliere agrees to indemnify and hold you harmless from any third-party claim arising from Consigliere's gross negligence or willful misconduct in operating the Network.

14.Termination & General Provisions

Termination. You may withdraw from the Network at any time by emailing compliance@consigliere.so. Consigliere may suspend or terminate your participation at any time, with or without cause, by written notice. Sections 5 (Confidentiality), 6 (MNPI), 9 (IP), 10 (Non-Circumvention), 12 (Privacy & Data Use), 13 (Disclaimers & Indemnification), and this Section 14 survive termination.

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration in San Francisco, California under the rules of the American Arbitration Association, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

Entire agreement; severability. These Terms (together with any separate written agreement between you and Consigliere) constitute the entire agreement between the parties on the subject matter and supersede any prior agreement. If any provision is held unenforceable, the remainder remains in full force and effect.

Notices. Notices to Consigliere may be sent to compliance@consigliere.so or by mail to Distinguished Automations, Inc., 2261 Market St #46416, San Francisco, CA 94114. Notices to Advisor will be sent to the email address you have provided.