Expert Agreement

SESSIONLY

TERMS & CONDITIONS

Terms of Services

1\. Acceptance of Terms

Welcome to Sessionly (“Service” or “Site”), owned and operated by Radical Group Inc. (“Sessionly”). By signing up on the account registration or using the Site in any way, you are agreeing to comply with and be bound by this Agreement, the Privacy Policy and all rules, policies, and disclaimers posted on the Site or about which you are notified (collectively “Terms”). Please review all of the Terms carefully before using the Site. By using the Site, you (i) agree to be bound by the Terms, (ii) represent that you are over the age of thirteen (13) and able to form legally binding contracts, (iii) agree and acknowledge that by using the Service you are accepting a benefit that cannot be disgorged, (iv) acknowledge that the service is subject to U.S. export controls and agree that you will comply with U.S. export controls, and (v) represent that you are neither located in a sanctioned country nor a prohibited person. PLEASE NOTE THAT THESE TERMS PROVIDE THAT IF YOU AND Sessionly ARE UNABLE TO RESOLVE ANY DISPUTES THAT ARISE EITHER INFORMALLY OR THROUGH MEDIATION, THE DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY. YOU AND Sessionly ALSO AGREE THAT ANY CLAIMS OR DISPUTES CANNOT BE BROUGHT AS A CLASS ACTION. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION BELOW. IF YOU DO NOT ACCEPT THE ARBITRATION PROVISION BELOW, YOU MAY NOT USE THE SITE. THESE TERMS ALSO EXPLAIN THE CONSENT YOU PROVIDE TO US TO CONTACT YOU USING THE TELEPHONE NUMBERS YOU PROVIDE TO US, INCLUDING VIA AUTOMATED DIALING OR TEXTING SYSTEMS (SEE SECTION 4 FOR MORE INFORMATION).

2\. Definitions

The words “User,” “you” and “your” refer to the individual or entity that creates a Sessionly account as a Customer and/or Expert. “Sessionly,” “we,” “us” and “our” refer to Sessionly. “Customer” refers to the person who asks a question on the Site. “Expert” refers to the person who answers a question on the Site.

3\. Communications and Rights to Modify Terms

When you visit Sessionly or send us e-mails, you are communicating with us electronically as well as via e-mail, text message, calls, video calls, and push notifications. You consent to receive communications from us through the means outlined above or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically or through other means, satisfy any legal requirement that such communications be in writing. You agree to provide us with, and maintain in your Sessionly account profile, your current and active email address. Sessionly may modify any of the Terms at any time by posting them on the Site. Changes shall automatically be effective upon posting; provided, however, that those changes that Sessionly, in its sole discretion, deems material changes to the Terms will be effective as to an existing User upon the earlier of: (1) the agreement of the User; or (2) thirty (30) days after notice to the existing User from an @sessionly.com email address to the User’s email address on file with Sessionly or via other means including, but not limited to, a pop-up or banner, message, or other conspicuous notice on the Sessionly website or app. If you affirmatively agree to the new terms, your agreement will be effective immediately. You agree to make any and all necessary arrangements so that you (and not your spam filter) receive all emails from Sessionly email addresses. Your continued use of the Service will signify your acceptance of the changes. If you do not accept the changes, your sole and exclusive remedy is to cancel your account and discontinue using the Site. The latest Terms will be posted on the Site, and you should always review them prior to using the Site. Telephone Consumer Protection Act Disclosure Communications from Sessionly, including its agents, representatives, affiliates, or business partners, may include but are not limited to: operational communications concerning your account or use of the Sessionly Site or app, updates concerning new and existing features of the site or app, marketing information and promotions run by us, our agents, representatives, affiliates, or business partners, and any news concerning Sessionly. By entering your telephone number into the Sessionly website or app, you expressly agree to receive communications for the purposes identified above from us, our agents, representatives, affiliates, or business partners, via e-mail, SMS or text messages, phone calls, video calls, and push notifications. You further expressly agree that these communications, including phone calls, SMS or text messages, may be generated using automated technology, such as an automatic telephone dialing system, or artificial or prerecorded voice, and even if your telephone number(s) is listed on any corporate, state, or federal Do-Not-Call lists. You represent that for the telephone number(s) that you have provided to us, you are the current subscriber or customary user and that you have the authority to provide the consent described above to be contacted at such number(s). You agree to promptly alert us whenever you stop using a particular telephone number. Standard charges may apply to the receipt of these calls or text messages. Opting-out of Promotional Communications. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of marketing or promotional calls or texts, text back “STOP” to the number you received outreach from, from the mobile device receiving the messages. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the site or the services provided by non-Sessionly entities. Please note that consent is not a condition of using our services and consent may be revoked at any time. However, opting out may impact your use of the Site. If you wish to opt out of all texts or calls from Sessionly (including operational or transactional texts or calls), you can text the word “STOPALL” to the number you received outreach from, from the mobile device receiving the messages, however you acknowledge that opting out of receiving all texts may impact your use of the Site. Information collected, including personal information may be shared with affiliates and third-party providers, who will use that information in accordance with their own privacy policies. Please visit our Privacy Policy for more information. B. The Website

5\. Sessionly is a Venue; Third-Party Content

The Sessionly Site is a venue for informational and educational purposes, owned and operated by Sessionly. Inc., that exists solely to broker relationships between Experts and potential Customers of those Experts who are interested in purchasing their Expert services. Sessionly is not in the business of providing or selling information or education that is within any Expert’s area of Expertise. Users of the Site, not Sessionly, provide the content in Posts (defined below). The Experts determine which questions to answer; Experts are not employees or agents of Sessionly but are independent service providers using the Site to sell their Expert knowledge to Customers and, as such, together with Customers, are simply Users of the Site. Sessionly is not involved in the conversations between Customers and Experts. You understand and acknowledge that Sessionly cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the content of calls. Sessionly shall not be liable for any acts or omissions of Experts, content in Posts or the ability of Experts to answer questions. We cannot ensure that an Expert will complete a transaction. Notwithstanding the foregoing, Sessionly reserves the right, but is not obligated, to refuse to post or to remove any content and/or remove any User’s access to the Site. EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should not be directed to the Site and should, instead be directed immediately by telephone or in-person to qualified professionals (e.g. in the U.S., call 911). The Site is not the appropriate venue to deal with such situations.

6\. Posts Are Not Private or Confidential; Anonymity

The Site and app are an Internet-based forum. Information and materials submitted in the content of your calls, questions, answers, requests for information, responses, profiles, signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate on the Site (collectively "Posts") is not private or confidential, nor is it protected by attorney-client, doctor-patient, or any other privilege, and it may be read, collected, and used by others. For example, search engines may index your calls, questions, answers, and other Posts to allow them to appear in search engine results (e.g. if someone does a search on google.com or another search engine, your questions, answers, and other Posts on sessionly.com that relate to the search may appear in the search results list). If you would like to keep your call private from other members, please request to do so via the Sessionly site or app.

7\. Verification; No Reliance on the Term “Expert”

Every Expert on the Site has had at least one credential relevant to the category in which they are answering questions verified by a third-party verification service and/or claimed to be an expert, unless the Expert is answering questions in a category that is still being tested by Sessionly in "Beta". Other information about an Expert, not shown as verified, has been provided by the Expert but has not been verified. Use of the term "Expert" by Sessionly and on the Site is only meant to describe Users who answer questions on the Site, and not to guarantee any particular level of expertise of these Experts. The results of the verifications are only as accurate as the information provided to and by the experts themselves. Sessionly makes effort to verify, but cannot warrant or guarantee an Expert's purported identity; user identification on the Internet is difficult. For these reasons, Sessionly cannot and does not represent, warrant or guarantee the truthfulness or accuracy of the credentials or identities of Users and information provided by Users including Experts. You acknowledge that Sessionly will not be liable for any loss or damages caused by your reliance on any information or content contained in Posts.

8\. Information Not Advice; No Client-Professional Relationship

Answers of Experts on the Site or app are provided by Experts and are to be used by Customers for general information purposes only, not as a substitute for in-person evaluation or specific professional (medical, legal, veterinary, tax, financial, etc.) advice. For example, Experts in the Legal category will provide only general information about the law, and will not provide legal advice nor propose a specific course of action for a Customer. By answering questions, Experts do not intend to form, and do not form attorney-client or doctor-patient relationships with Users of the Site. The laws, regulations, other governing authorities, standards, practices and procedures that apply to your particular question may differ depending on your location and information typically discovered through in-person evaluations or visits. Experts in some categories may be licensed, certified, educated, employed by or have experience in only particular jurisdictions. No professional-client relationships shall be formed on the Site. Communications on this Site are not confidential and shall not be the subject of any associated privileges. Communications on this Site are limited, as described above, do not involve in-person evaluations or visits, and do not include safeguards and procedures typical of in-person evaluations and visits. Before you can interact with an Expert, you will be required to agree to a Disclaimer reminding you of these and other important provisions of the Terms. C. User Accounts

9\. User Accounts; Restricted Activities; Suspension or Termination of Service

User Accounts. When you register as a User on the Site or in the app, you can establish a user name and limited time authentication number (via text) for access to your online account. You are responsible for maintaining the confidentiality of your user name, and account data, and you may not share this information or your account with anyone else, and you will be solely responsible for all acts or omissions that occur under your account. You will immediately notify Sessionly of any unauthorized use of your account. You should only create one account on the Site. If your Sessionly account has been suspended or terminated, you may not open another account on the Site. You agree to keep your contact and billing information (including but not limited to email address) up-to-date, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information for active Sessionly accounts. Bound by Representatives. You are responsible for and bound by the actions of, and transactions entered into by, your actual and appointed representatives whether authorized by you in writing, verbally, or otherwise to represent you at or with Sessionly. You are responsible for monitoring your appointed representatives and protecting the privacy of your username, login information and any other account or financial information provided to Sessionly or its vendors and agree to inform us immediately, in writing, of any unauthorized use of same. If you are checking in or logging in as a representative for anyone other than yourself, you agree that you are a duly appointed and authorized representative for that person or entity and have authority to bind that person or entity to any actions or transactions you conduct. Restricted Activities. You agree that any content you provide on the Site and your use of our Site or any Additional Services (whether such Additional Services are Informational or BeyondInformation Only, as defined below) initiated through the Site shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party’s proprietary rights or rights of publicity or privacy (Sessionly can remove unauthorized use of copyrighted material); (c) be illegal or violate any federal, state or local law, statute, ordinance, regulation or ethical code; (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, but without containing child pornography; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or (h) link directly or indirectly to or include descriptions of goods or services that are prohibited under the Terms or that you do not have a right to link to or include. If you post material that is adult in nature, such material shall be posted with “Mature Audiences Only” in the listing title and appropriate notices to prevent unauthorized underage viewing and shall be distributed only to people legally permitted to receive such content. You may not consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance or regulation. Furthermore, you may not resell or make any commercial use of our system or the content on the Site without Sessionly’s prior written consent. We do not knowingly collect personal information from children under 13 years of age, and if we become aware that a child under the age of 13 has submitted personal information to us, we will promptly remove it from our systems. Suspension or Termination of Service. Customers may terminate your service and account at your sole discretion and at any time by written notice via e-mail to hi@sessionly.com. Terminations typically will be effective within thirty business days after our receipt of your termination notice, at which time your account will be closed and you will no longer enjoy access to your former account. Any fees accrued as of the effective date of termination will be payable according to the Terms. The procedure for Experts to terminate their accounts is set forth in the Expert Agreement. At any time, with or without notice, for any or no reason, Sessionly reserves the right to modify or discontinue any portion or all of the Site or Services, and to restrict, suspend and terminate Customers’ and/or Expert accounts. Terms and Conditions Specific to Mobile Applications. Once you have registered as a User on the Site, you may elect to download and use different versions of the Sessionly mobile application (the “App”). Download and use of the App is required. By downloading and using one or more versions of the Sessionly App, you agree that in addition to this Agreement governing your use of the App and the Sessionly, the following terms and conditions specifically applicable to your use of the App (the “Mobile Terms”) also apply to you: (a) You acknowledge that the Mobile Terms and the Agreement is between you and Sessionly, and not any other third-party beneficiary (as defined below in (b)) and you understand that Sessionly is solely responsible for the App; (b) Additionally, Apple, Google, Inc., or Microsoft Corporation will be a third-party beneficiary to this contract if you access the Sessionly platform using Applications developed for Apple iOS, Android, or Microsoft Windows mobile devices, respectively; (c) Your access and use of the Sessionly App using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service; (d) The third-party beneficiaries listed above are not parties to this Agreement and are not responsible for the provision or support of the Sessionly platform in any way; (e) If you are accessing the Sessionly App through an Apple device, you acknowledge that Apple and its subsidiaries (collectively, “Apple”) are third party beneficiaries of the Agreement and upon your download of and use of the App indicating your assent and agreement to the Mobile Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Mobile Terms against you as a third party beneficiary thereof.

10\. Charges, Rating the Expert, Refund and Cancellation Policy

Sessionly’s platform allows Customers to post questions to Experts in subject-matter categories, facilitates communication with Experts via chat, emails, calls, video calls, and online message boards, and enables delivery of answers to your questions, among other services (“Site Access Benefits”). Customers on the Site or may be presented with one of three payment models: (1) payper-call model; (2) membership model; and (3) additional services model (which is explained in Section E below). Pay-Per-Call. With the pay-per-call model, you select the expert that you are willing to pay for to ask questions, and/or talk to. Once you have selected expert and submitted your payment information, your call will start or be booked for a later date and/or time. Customers are charged in one of three ways depending on the payment source, as described on the payment page: (i) when the call starts; (ii) when the call is scheduled; or (iii) when the call is extended. Membership. Memberships allow Customers to receive Site Access Benefits for multiple in-app text messages on the Site for a monthly or other-period recurring fee. Customers who elect to pay for memberships are hereinafter referred to as “Members.” The fee is automatically charged to the Member’s payment source provided on the Site and placed in the Customer Payment Pool (account of all Members’ payments). Sessionly will post a notice of an auto-renewal to your account of your membership. Auto-renewal will remain in effect until withdrawn by you or terminated by Sessionly. You can stop auto-renewal of your membership by (1) sending a written notice of cancellation via e-mail to hi@sessionly.com or (2) talking to a customer support agent via our online chatbot. You can cancel your membership at any time, no refunds will be provided but you will continue to have access to the Site Access Benefits until the next billing cycle. Rating the Expert. Experts typically answer Customers’ calls quickly. If the Expert requests further information before answering your question, you may wish to take advantage of the opportunity to provide more information to the Expert to allow the Expert to help you better. Once the Expert answers your question and/or talks to you, you will be asked to rate the Expert. If you provide a rating of 1 or 2, Sessionly will watch the recorded call to better access your claims, so the Expert may try to help you better on a later call, if requested. By booking a call, you are authorizing Sessionly to charge your payment source (for example, the credit card or PayPal account you provided to Sessionly). A portion of your payments may be paid to the Expert instead of to Sessionly. Sessionly does not guarantee that you will receive a response from an Expert, or that you will be satisfied with your communication with an Expert. For Pay-Per-Call Customers, in the rare instance that no Expert responds at all to your question, you agree that any amount up to $5 that was charged upon posting of your question may be retained by Sessionly in consideration for the Site Access Benefits received. See Refunds section below for information on requesting a refund. Memberships \- Additional Terms. Sessionly Memberships are intended and authorized only for personal, non-transferrable, not-for-resale use only. Sessionly should not be used for purposes of plagiarism in any context or in cheating in the academic setting. Notwithstanding any other terms, Sessionly reserves the right to cancel your Sessionly Membership in its entirety at any time and for any reason, with or without prior notice, including, but not limited to, your excessive use (as determined by Sessionly in its sole discretion). In the event that Sessionly cancels a Sessionly Membership, it will refund the current period’s fee, unless the account was terminated for violation of use. In order to prevent fraudulent use of the Membership program by Customers, Customers who have purchased Memberships are ineligible to participate as Experts on Sessionly during the term of their Membership, as are their immediate family members (spouse, parent, child, sibling and spouse or “step” of each) and those living in the same households (persons, whether related or not, who lived in the same residence as the Member for at least three (3) months during the twelve (12)-month period preceding the start of the Sessionly Membership). Some categories are not covered by Memberships – for privacy reasons. Members will be bound by their Membership Details so please be sure to review them carefully. Charities. Experts can choose to declare that they will be donating a portion of their proceeds, up to 100%, to a charitable organization of their choice. This donation happens off-platform, after the platform pays the expert their full proceeds, and Radical Group Inc (“Sessionly”) is in no way affiliated with charitable organizations. Refunds, Cancellations, Abuse and Special Programs. No Refunds except as set forth herein. All membership fees are non-refundable. Memberships that are cancelled in the middle of the payment period will not have pro-rated billing, refunds or other credits. To cancel a Membership, you may use one of the following methods: 1\) write an email to hi@sessionly.com requesting cancellation of your membership, or 3\) log into your Sessionly account, under the “My Account” page, click the Membership button on the left and then click on the “Cancel membership” button. You may be offered a chat to request your feedback on your membership experience before re-directing you to a self-help page where you can submit your request to cancel. Sessionly maintains the right to initiate special incentive pricing, membership, and other programs. These may be limited, at Sessionly’s sole discretion, to defined and limited Users or non-Users. Any promotional monies or credits placed into Customer accounts by Sessionly for use towards Site Access Benefits on the Site remain the property of Sessionly (they never become the property of Customers and never become refundable to the Customer), and unless otherwise stated on the Site or in an email to a Customer, will be usable only for thirty (30) days.

11\. Receipt of Special Offers and Other Communications

By accepting these Terms, you agree to receive coupons, special offers, and other communications from Sessionly per the terms of the Privacy Policy. You may modify this setting by making the relevant changes to your Sessionly profile. D. Legal Statements

12\. Release

Users are responsible for their acts and omissions and content placed on the Site. Sessionly will not be liable to Users for any disputes that may arise between or among Users.

13\. Confidentiality

You acknowledge that Sessionly and its licensors and suppliers own the rights to the Sessionly website and the content displayed on the Site. You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Sessionly website, any software distributed by or assist any other person or entity in doing so. You acknowledge that all content, including, but not limited to, text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Sessionly, Sessionly Users, or Sessionly Advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, whether done directly or through intermediaries (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds) including code and software for commercial purposes. For permission to use third-party materials appearing on the Site, please contact the copyright owner. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Any access to or use of Sessionly to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with Sessionly (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) without the prior written authorization of Sessionly is prohibited. This prohibition specifically applies, but is not limited to, software, programs, applications and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology or product that exists now or in the future. If you access Sessionly or copy, display, distribute, perform or create derivative works from content displayed on the Site or other intellectual property in violation of the Terms of Service or for purposes inconsistent with the Terms of Service, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on Sessionly or any provision of the Terms of Service that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of Sessionly webpages on your computer or computer server constitute “copies” under the Copyright Act, 17 U.S.C. § 101\. You agree that Posts on the Site, materials, ideas, comments and testimonials you submit on the Site or other venues, including, but not limited to, the Sessionly blogs; the Sessionly venues on www.facebook.com, www.instagram.com, www.twitter.com, www.linkedin.com, www.youtube.com, www.pinterest.com, www.tiktok.com; the Site administrator; or any employee, officer or agent of Sessionly (“User Content”), will not be considered confidential and may be used by Sessionly, in its sole discretion, without any obligation to compensate for use of or to return any submitted materials. You also agree that Sessionly owns, and has the right to register in its name, trademarks and service marks for any category names that you create on Sessionly, so do not use a category name that you want to reserve for your own benefit. Sessionly may use other trademarks or service marks in lieu of the category names that you create. You grant to Sessionly a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in your Posts, recorded calls, and User Content, in any media now known or not currently known, with respect to any such Posts and other User Content.

14\. No Endorsement of Non-Sessionly Entity; No Relationship with Users

Sessionly may endeavor to offer to its Users products and services offered by non-Sessionly entities. The Site may contain links to third party websites and service providers (collectively, “Third Party Services”) that are not owned or controlled by Sessionly. Sessionly has no control over and assumes no responsibility for the content, practices, and privacy policies of such Third Party Services. Sessionly encourages you to, and you acknowledge that you are solely responsible for, reviewing and complying with any third party terms and conditions and privacy policies. Sessionly cannot and will not censor or edit the content of any Third Party Service. Placement of information, logos, links or names of such non-Sessionly entities on the Site does not constitute an endorsement or warranty of these entities, their products or services. By using this Site, you agree that Sessionly is not responsible for, and you take full responsibility for, a decision to visit or patronize any such Third Party Service or entity, you hold Sessionly harmless from any and all liability arising from such actions, and you expressly relieve Sessionly from all liability arising from your use of Third Party Services. You further acknowledge that no relationship (such as partnership, agent, joint venturer, or employee) is created between you and Sessionly or between any User (including Customers and Experts) and Sessionly by formation of this Agreement (or any of the Terms) or by your participation on the Site. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE SITE, FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.

15\. Information Control and Storage

We do not control the information provided by Users, which you may find to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. There are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and that Sessionly is not responsible for the acts or omissions of Users on the Site. The amount of storage space per User is currently limited. You agree that Sessionly is not responsible or liable for the deletion or failure to store content and/or other information.

16\. Exclusion of Warranties

Sessionly SERVICES, SOFTWARES, AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. Sessionly DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Sessionly DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE MATERIALS AVAILABLE THROUGH THE SERVICE, FROM THIRD PARTIES OR A LINKED SITE WILL BE CORRECT, ACCURATE, TIMELY, RELIABLE OR OTHERWISE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. UNDER NO CIRCUMSTANCES WILL Sessionly BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE, FROM THIRD PARTIES (SUCH AS EXPERTS OR OTHERS) OR A LINKED SITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS SITE IS AT USER’S SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Sessionly OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY.

17\. Limitation of Liabilities

IN NO EVENT SHALL Sessionly, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS, DATA, USE, REVENUE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF, OR IN CONNECTION WITH, OUR SITE, OUR SERVICES OR THE TERMS BASED ON ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT WILL OUR LIABILITY, AND THE LIABILITY OF OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO Sessionly IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) US$100. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

18\. Indemnification

You agree to indemnify and hold Sessionly, its parents, subsidiaries, officers, directors, shareholders, employees, agents, joint venturers, consultants, successors and assigns harmless from and against all losses, costs, liabilities and expenses including reasonable attorneys’ fees, asserted by any thirdparty that are in any way due to, or arising out of, your use of or conduct on the Site.

19\. Press Releases and Third-Party Press about Sessionly

The Site may contain press releases and other information about Sessionly. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Sessionly. Likewise, third-party press about Sessionly or the Site should not be relied upon as being provided or endorsed by Sessionly.

20\. Choice of Law

Except as set forth in Section D.21 below, the parties agree that this Agreement and any and all claims, causes of action or disputes (regardless of theory) between you and Sessionly arising out of or related to this Agreement, the Site and any services or content accessed therein will be governed by the laws of the State of Idaho, without regard to conflict or choice of law principles.

21\. Dispute Resolution

If you are an Expert with a dispute, claim or controversy of any sort and of any nature (collectively, “dispute”) against Sessionly in your capacity as an Expert, then the arbitration agreement in the Expert Agreement applies instead of this one. If your dispute with Sessionly is made in your capacity as User who is not an Expert, then the following dispute resolution provisions apply. This Section D.21 may be referred to as the parties’ “Dispute Resolution Agreement.” If you have a dispute with Sessionly or if Sessionly has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below: (a) Informal Resolution. Prior to initiating mediation or arbitration, the party with a grievance must: (i) Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to the User’s email address on file with Sessionly, or Radical Group Inc, 1222 Electric Ave, Los Angeles, CA 90291 or hi@sessionly.com, whichever is applicable (“Dispute Notification”); (ii) The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. (iii) The other party then has 15 days to reply to the response. (b)Mediation.. If the dispute is not resolved informally, either party may make a demand for mediation, with the other party’s consent, by filing a: (i) Request for AAA Online Mediation for Claims under $10,000 with the American Arbitration Association (“AAA”); or (ii) Request for Mediation with the AAA. To file a request for mediation for a claim under $10,000, you must go to the following website: https://services.adr.org/eroom/faces/welcome\_and\_steps.jspx. If that link does not work, please contact hi@sessionly.com at Sessionly for updated information. If you are requesting mediation for a claim that is worth $10,000 or more, you must go to the following website to file such a claim: https://www.adr.org/aaa/faces/services/disputeresolutionservices. If that link does not work, please contact hi@sessionly.com at Sessionly for updated information. If either party requests mediation and both parties consent to mediation, the costs of mediation will be borne equally by the parties. (c) ARBITRATION. ANY DISPUTE NOT RESOLVED INFORMALLY OR THROUGH MEDIATION SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION SO LONG AS SUCH DISPUTES ARISE IN ANY WAY OUT OF THESE TERMS, ANY TRANSACTION WITH Sessionly, YOUR USE OF THE SITE AND/OR ANY Sessionly SERVICE, OR ANY AGREEMENT BETWEEN YOU AND Sessionly. THE ARBITRATION PROVISION EXTENDS TO DISPUTES UNDER THE TELEPHONE CONSUMER PROTECTION ACT (“TCPA”). YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, THAT THIS DISPUTE RESOLUTION AGREEMENT IS MADE IN THE COURSE OF INTERSTATE COMMERCE; AND THAT THE FEDERAL ARBITRATION ACT, 9 U.S.C. §1 ET. SEQ. (THE “FAA”) AND NOT STATE LAW GOVERNS THE INTERPRETATION AND ENFORCMENT OF THIS DISPUTE RESOLUTION AGREEMENT, INCLUDING THE ARBITRABILITY OF DISPUTES, WHICH SHALL BE DECIDED BY THE ARBITRATOR. THIS CHOICE OF LAW PROVISION APPLIES ONLY TO THIS DISPUTE RESOLUTION AGREEMENT, AND NOT TO THE REST OF THIS AGREEMENT OR TERMS. YOU FURTHER ACKNOWLEDGE THAT YOU AND Sessionly ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY REGARDING ANY DISPUTE. IT IS IMPORTANT THAT YOU UNDERSTAND THAT THE ARBITRATOR’S DECISION WILL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. Arbitration Procedures: Disputes shall be resolved by binding arbitration in accordance with the arbitration rules of the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules, as modified by the terms in this Dispute Resolution Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) or by calling the AAA at 1-800-778-7879. Either party can initiate a demand for arbitration. Each party will be responsible for its own costs, including paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. In the event of any inconsistency between this Dispute Resolution Agreement and the applicable rules of the AAA, this Dispute Resolution Agreement shall govern. Consent to Jurisdiction in California: The parties agree that the arbitration will be conducted in San Francisco, California unless you and Sessionly agree otherwise. (d) CLASS ACTION WAIVER. YOU AND Sessionly EXPRESSLY AGREE THAT: (i) ANY ARBITRATION PROCEEDING WILL TAKE PLACE ON AN INDIVIDUAL BASIS; (ii)YOU EXPRESSLY WAIVE YOUR ABILITY TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, MASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE PROCEEDING; (iii)THERE SHALL BE NO CLASS CLAIMS, CONSOLIDATION, OR JOINDER ALLOWED IN ANY ARBITRATION BETWEEN THE PARTIES; (iv) IF THIS ARBITRATION AGREEMENT IS FOUND INAPPLICABLE TO YOUR DISPUTE WITH Sessionly, THIS CLASS ACTION WAIVER WILL CONTINUE TO APPLY IN LITIGATION; AND (v) YOU AGREE THAT THIS CLASS ACTION WAIVER IS AN ESSENTIAL ELEMENT OF OUR CONTRACT AND THESE TERMS AND THAT IT MAY NOT BE SEVERED. THE ARBITRATOR SHALL NOT CONSOLIDATE CLAIMS OF DIFFERENT USERS INTO ONE PROCEEDING, NOR SHALL THE ARBITRATOR HAVE THE POWER TO HEAR ARBITRATION AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. SIMILARLY, ANY CLAIMS COVERED BY THIS DISPUTE RESOLUTION AGREEMENT THAT Sessionly MAY HAVE AGAINST USER MAY NOT BE BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR REPRESENTATIVE ACTION PROCEEDING. (e) Survivability; Right to Consult. This Dispute Resolution Agreement shall survive expiration or termination of this Agreement for any reason. User acknowledges and agrees that he/she is entering into this Dispute Resolution Agreement voluntarily and without any duress or undue influence by Sessionly or anyone else. User further acknowledges and agrees that he/she has carefully read this Dispute Resolution Agreement and that User has asked any questions needed for User to understand the terms, consequences and binding effect of this Dispute Resolution Agreement and fully understand it, including that User is waiving his/her right to a jury trial. Finally, User agrees that he/ she has been provided an opportunity to seek the advice of an attorney of User’s choice before agreeing to this Dispute Resolution Agreement.

22\. Agreement; Assignment; Miscellaneous

The Terms constitute the complete and exclusive statement of the Agreement between you and us on the subject matter addressed herein. It supersedes any and all prior or contemporaneous agreement, oral or written, and any other communications, representations, warranties and understanding relating to the subject matter of the Terms. For those Users who have become Experts, nothing in this Agreement supersedes the terms of the Expert Agreement, and in the event of a conflict between this Agreement (or later versions of this Agreement) and the Expert Agreement, the terms of the Expert Agreement shall prevail. If there is a conflict between an oral or written representation of any Sessionly employee or agent and the Terms (other than modifications to the Terms executed in writing by the CEO or authorized-in-fact representative of Sessionly), the Terms will prevail. To the extent the Terms are in conflict or inconsistent with one another, this Agreement and the Privacy Policy will prevail over other Terms of the Site; also, this Agreement, the Privacy Policy, and disclaimers will prevail over FAQs, and other rules and policies on the Site. If any provision(s) of the Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. Sessionly’s failure to exercise or enforce any of the Terms shall not constitute a waiver of Sessionly’s right to exercise or enforce the Terms as to the same or another instance. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms. You agree that Sessionly may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason, including, but not limited to, because your interaction with other users of the Site, the pricing offered, and fraud mechanisms in place, are based upon individual usage. Sessionly shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an officer of Sessionly. No delay or omission on the part of Sessionly in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance. This Section, along with Sections 6, 10 (with respect to amounts remaining in your account as of termination), 11, 13, 16, 17, 18, 20, and 21 above will survive any termination of this Agreement. E. Additional Services You may be presented with an offer for services outside of the Site’s standard call platform (“Additional Services”). Sessionly is only a venue which facilitates communication between Experts and potential Users of Additional Services. It does not provide any of the substance or content of any Additional Service initiated through Sessionly’s platform. Sessionly will in no way be liable for any acts or omissions of Experts in performing Additional Services (or any services) for you.

23\. Special Provisions Relating to Remote Desktop Users

If you agree to accept Remote Desktop services (whether such services are Information Only or Beyond Information Only) from an Expert, you understand and agree that by accepting such offer for services, you are agreeing to give the Expert full access to and control over your computer (including permission to download and use software on your computer, gather system data, modify settings, etc.) for computer diagnosis, service and repair. You agree that any third-party software acquired, installed or used during the Remote Desktop session, by you or by the Expert, will be licensed to you, and that any terms of use relating to the third-party software are agreed to by you, that Sessionly may record via video the Remote Desktop Session for internal purposes, and that you will not use the Expert’s services to do anything unlawful. 24\. Special Provisions Relating to Additional Services in the Legal, Medical, Health, Pet, and Large Animal Categories Additional Services may be: (1) “Information Only;” or (2) “Beyond Information Only.” “Information Only” Additional Services are those additional services outside the Site’s standard question-and-answer platform and may be conducted off the Site (either by phone, chat, email, remote desktop or any other third-party tool) but remain for general informational services only. Additional Services that are “Beyond Information Only” facilitate Legal, Financial, Medical, Health, Pet, and Large Animal Category Users’ exchange of services that are more than informational and that could potentially evolve into a professional relationship. Information Only Premium Services: If you decide to accept Information Only Additional Services, you understand that by receiving such Additional Services, you are agreeing to the following terms and conditions: a. Any Information Only Additional Services you receive from a legal, financial, tax, medical or veterinary professional are for general informational purposes only. b. The legal, financial, tax, medical or veterinary professional from whom you are receiving Information Only Additional Services is not acting as your attorney, tax advisor, stock broker, financial advisor, doctor or veterinarian. c. The legal, financial, tax, medical or veterinary professional from whom you are receiving Information Only Additional Services may not be licensed in the jurisdiction where you are located. d. The Information Only Additional Services are not subject to an attorney-client/ accountant-client/ fiduciary-client/broker-client/doctor-patient relationship or attorney-client/ accountant-client/doctorpatient privilege. Before applying the Information Only Additional Services to your specific situation, you should consult with a professional licensed to practice in your jurisdiction. e. Any amounts a Customer pays for Information Only Additional Services are divided into two distinct parts: (i) Sessionly’s fee for enabling the call, offer and/or fulfillment of Additional Services and related services (“Additional Site Access Benefits”); and (ii) the Expert’s fee for the specific Additional Service provided to the User. Sessionly does not share in any Expert’s fee. f. Once you accept an offer for Information Only Additional Services, your payment method on file, if any, will be automatically charged the Additional Services amount. If you have already asked a question, received a response and have not yet rated the Expert, if you then proceed to accept such Expert’s offer of Additional Services, you will be deemed to have accepted the response as if you had given such Expert a “5” rating (See Section 9, Rating the Expert, above). Beyond Information Only Additional Services If you decide to accept Beyond Information Only Additional Services, you understand that by receiving such Additional Services, you are agreeing to the following terms and conditions: a. Sessionly is not involved in any agreements between you and any Experts from whom you choose to receive Beyond Information Only Additional Services. b. Sessionly does not form any attorney-client/finacial advisor-client/broker-client/doctor-patient/ accountant-client relationship with any User through its call platform or by virtue of any Beyond Information Only Additional Services. c. Sessionly will endeavor to find an Expert relevant to your request for Additional Services Beyond Information Only. Nevertheless, Sessionly does not guarantee that any Expert who contacts you can fulfill your request for Additional Services Beyond Information Only. Providing a platform where potential Customers can engage the services of Experts who offer Additional Services Beyond Information Only does not imply an endorsement or recommendation for any particular Expert (except as specified in Section 7 above). d. Sessionly is not a law firm and it does not provide any legal advice, counsel, or recommendation to Users, nor is Sessionly a lawyer referral service. Payment for Beyond Information Only Additional Services will be described in the particular offer. Sessionly’s payment structures take into consideration fee sharing restrictions under various professional ethics rules. Expert Agreement Updated: June 01, 2020

1\. Acceptance of Terms

Welcome to Sessionly (“Service” or “Site”) owned and operated by Radical Group Inc (“Sessionly”). By applying to become an Expert on the Site, you are agreeing to comply with and be bound by the terms of this Expert Agreement (the “Agreement”), the privacy policy, expert community guidelines, and all rules, policies and disclaimers posted on the Site or about which you are notified (collectively “Terms”). Please review all of the Terms carefully before applying to become an Expert on the Site. By using the Site, you: (i) agree to be bound by the Terms; (ii) represent that you are over the age of eighteen (18) and able to form legally binding contracts; (iii) agree and acknowledge that by using the Service you are accepting a benefit that cannot be disgorged; (iv) acknowledge that the Service is subject to U.S. export controls and agree that you will comply with U.S. export controls; and (v) represent that you are neither located in a sanctioned country nor a prohibited person.

2\. Definitions

The words “User,” “you” and “your” refer to the individual or entity that creates an Sessionly account. “Sessionly,” “we,” “us” and “our” refer to Sessionly. “Customer” refers to the person who asks a question on the Site. “Expert” refers to the person who answers a question on the Site.

3\. Electronic Communications and Right to Modify Terms

When you visit Sessionly or send us e-mails, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree to provide us with, and maintain in your Sessionly account profile, your current and active email address. Sessionly reserves the right to change, revise or modify the Terms (including, but not limited to, fees) at any time by posting the amended terms on the Site. All amended terms shall automatically be effective upon posting; provided, however, that those changes that Sessionly, in its sole discretion, deems material changes to the Terms will be effective upon the earlier of: (1) the agreement of the User; or (2) thirty (30) days after notice to the existing User via an email from an @sessionly.com email address to the User’s email address on file with Sessionly or via other means including, but not limited to, a banner, message, or other conspicuous notice on the Sessionly website. Your continued use of the Service will signify your acceptance of the changes regardless of whether you actually saw or read the notice regarding such change(s). If you do not accept the changes, your sole and exclusive remedy is to discontinue using Sessionly. The latest Terms will be posted on the Site, and you should review them prior to using the Site.

4\. The Website

The Sessionly Site is an online venue for informational and educational purposes, owned and operated by Sessionly, that exists solely to broker relationships between Experts and potential Customers of those Experts who are interested in purchasing their Expert services. Sessionly is not in the business of providing or selling information or education that is within any Expert’s area of expertise. Users of the Site, not Sessionly, provide the content in Posts (defined below). The Experts determine, in their sole discretion, which calls to answer and engage. Experts are not employees or agents of Sessionly. Rather, they are independent service providers using the Site to sell their Expert knowledge to Customers and, as such, are along with Customers simply Users of the Site. Sessionly is not involved in the conversations between Experts and Customers. Sessionly shall not be liable for any acts or omissions of Experts, content in Posts or calls, the ability of Experts to answer questions, or the ability of Customers to pay for answers. We cannot ensure that a Customer will complete a transaction. Notwithstanding the foregoing, Sessionly reserves the right, but is not obligated, to refuse to post or to remove any content on the Site. EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should not be directed to the Site and should, instead be directed immediately by telephone or in-person to qualified professionals (e.g., in the U.S., call 911). The Site is not the appropriate venue to deal with such situations.

5\. Posts Are Not Private or Confidential; Anonymity

The Site is an Internet-based forum. Information and materials submitted in the content of questions, answers, calls, requests for information, responses, profiles, signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate on the Site (collectively “Posts”) is not private or confidential, nor is it protected by attorney-client, doctorpatient, or any other privilege, and it may be read, collected, and used by others. For example, search engines may index questions, answers, and other Posts to allow them to appear in search engine results (e.g., if someone does a search on google.com or another search engine, questions, answers, and other Posts on sessionly.com that relate to the search may appear in the search results list).

6\. Expert Representations and Covenants

By agreeing to this Expert Agreement and completing the online registration process, you are representing and agreeing that: (a) All information you provide in your registration with Sessionly relates to yourself only and is accurate, complete, and not misleading. (b) You accurately describe your background, skills, knowledge, and your level of experience (including professional licenses, certifications, education, employment, etc.). (c) You will not misrepresent yourself, such as, but not limited to, using or creating a misleading username. (d) (1) You will maintain and update the information described in subsections (a) – (d) above within twenty-four (24) hours of any changes so that it remains true, accurate, and complete. In addition, if any change to such information alters the status of any of your credentials that have been verified for purposes of being an Expert on the Site (e.g., active license becomes inactive or suspended, disciplinary investigation is opened, etc.), you will notify Sessionly of such change by sending an email to hi@sessionly.com within twenty-four (24) hours of the change. In addition, if such change makes you ineligible to be an Expert on the Site, then you must immediately cease answering questions on the Site. (2) Sessionly reserves the right, and Expert agrees to comply, to periodically audit the credentials of any Expert on the platform. (e) You will not answer questions in any of the other categories or subcategories if you do not meet the requirements of those categories or subcategories. As an example, you will not answer questions in any of the Legal, Medical or Veterinary categories or subcategories unless you are a licensed attorney, MD/DO or veterinarian (or the local equivalent), respectively, with an active license in good standing. If you are unclear about the requirements for Experts in particular categories or subcategories, please email hi@sessionly.com. (f) You will provide competent answers that are within your realm of expertise and any applicable credentials only, and will use at least a reasonable standard of care in providing answers. A reasonable standard of care is the higher of: (i) the standard you apply in your profession not conducted on the Site; or (ii) the standard of care required by the applicable profession. (g) Experts in the Medical, Health, Veterinary, Pet, or Large Animal categories shall provide general information only, not medical or veterinary advice. They shall not diagnose, treat, or recommend treatment or a course of action that should only be performed or recommended after an in-person examination or meeting, and they shall not act in a manner or engage in a form of communication that would establish a professional-client relationship on the Site; however, they may do so outside of the Site. (h) Experts in the Legal categories must be attorneys licensed to practice law, and be in good standing, in at least one jurisdiction in the United States or foreign country. Such Experts shall provide general information only, such as providing descriptions of general principles of law, and shall not provide legal advice. In responding to questions, Experts in the Legal Category shall not apply their legal knowledge or skills to resolve or advise on the Customer’s specific factual circumstances described in the question, such as by proposing a specific course of action (other than advising the User to seek the advice of an attorney licensed to practice in the relevant jurisdiction). Experts in the Legal Category shall not form an attorney-client relationship on the Site; however, they may do so outside of the Site. (i) You will not do anything to manipulate, undermine, or disrupt the integrity of any Customer, Expert, or other feedback ratings, reports, or systems on the Site, including, but not limited to, by filing false reports about other Experts. You will not harass or threaten any other User of the Site. (j) You will not disclose (which a Customer will be prompted to rate) any information that is classified more aptly as an “Information Request.” (k) You will abide by all the laws, rules, regulations, and ethical standards pertaining to your profession and/or the profession applicable to categories in which you are an Expert (including, if applicable, any ethical obligations relating to conflicts of interest). (l) You agree that any content you provide on the Site and your use of the Site or any additional services (whether such additional services are Informational or Beyond-Information Only, as defined below) initiated through the Site shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party’s proprietary rights or rights of publicity or privacy (c) be illegal or violate any federal, state, or local law, statute, ordinance, regulation, or ethical code; (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or (h) link directly or indirectly to, or include descriptions of, goods or services that are prohibited under the Terms or that you do not have a right to link to or include. If you post material that is adult in nature, such material shall be posted with “Mature Audiences Only” in the listing title and appropriate notices to prevent unauthorized underage viewing and shall be distributed only to people legally permitted to receive such content. You may not consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance, or regulation. Furthermore, you may not resell or make any commercial use of our system or the content on the Site without Sessionly prior written consent. We do not knowingly collect personal information from children under thirteen (13) years of age, and if we become aware that a child under the age of thirteen (13) has submitted personal information to us, we will promptly remove it from our systems.

7\. Duration and Termination of Agreement

(a) This Agreement shall be for an initial duration of thirty days after Sessionly approves the Expert’s request to use the Site as an Expert, and will automatically renew for thirty-day intervals on the thirtieth day of the initial duration and of each successive term thereafter (each a "Duration"), unless and until one party gives the other at least ten days' written notice before the end of the then-current Duration of its intention not to renew this Agreement. You may terminate your service and account by written notice via e-mail to hi@sessionly.com. Terminations typically will be effective within seven (7) business days after our receipt of your termination notice, at which time your account will be closed, and you will no longer be able to access your former account. Any payments accrued as of the effective date of termination will be payable according to the Terms. (b) Sessionly can terminate this Agreement in the event of a breach of this Agreement by the Expert, provided that Sessionly gives the Expert notice of the breach of the Agreement (with notice of temporarily suspended access to the Site), with a reasonable opportunity to cure the breach within twenty days, in situations involving, for example, failure to qualify to provide services as an Expert in the approved subject matter, or Sessionly’s good faith belief that the Expert poses a risk to the safety or health of others; or the Expert’s engagement in fraud, gaming, or other improper use of the Site or the Services with or through a Customer that has a Membership, which allow Customers who are “Members” to receive the benefits of the Site for multiple questions on the Site for a monthly or other-period recurring fee. (c) Either party may terminate the Expert Agreement immediately and without notice upon a material breach.

8\. Informational and Educational Purposes Only

The Sessionly Site is a venue for informational and educational purposes only. The formation of a professional-client relationship on the Site is prohibited; however, the formation of a professionalclient relationship outside the Site is not prohibited, as long as the User requested those services. Promoting non-free services, provided by the Expert, outside of the Sessionly site is prohibited, except in the case the User requests this information.

9\. Content and License

Any information or communications provided in questions, answers, calls, video calls, messages, requests for information, responses, profiles, Expert signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate with one another on the Site (“Posts”) will not be considered confidential and may be used by Sessionly for any purpose. This may include, but is not limited to, using your signature and/or profile information in emails sent to Customers alerting them to your postings. You understand and agree that Sessionly may send Customers emails pertaining to their questions and your answers that are signed by your username (but sent on your behalf from a Sessionly email address). For example, Sessionly may let the Customer know that you have sent the Customer an email, have responded to their question, and/or have not been paid for an answer (and the Customer should therefore remit payment). As between you and Sessionly, Sessionly will maintain whatever ownership interest you have in and to the Posts you provide on the Site. Sessionly reserves the right to remove any or all of your Posts, in whole or in part, at any time with or without notice. You grant to Sessionly a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform or create derivative works thereof, that you have in your Posts, in any media now known or not currently known, with respect to any such Posts. To allow Sessionly to assist you in protecting your copyrights in your Answers, at its sole discretion, you grant Sessionly the right to act on your behalf solely in submitting DMCA takedown notices to other websites to remove copies of your Answers on sessionly.com from other websites. You agree to notify Sessionly at hi@sessionly.com within twenty-four (24) hours of posting any portion of your Answers on another website or granting permission to another person or entity to do so, so that Sessionly does not submit a DMCA takedown notice for such content. If you do not wish Sessionly to assist you in protecting your copyrights in this manner, please send an email to that effect to hi@sessionly.com . You agree that Sessionly has no obligation to make any searches or submit any DMCA takedown notices on your behalf.

10\. Fees

Customers on Sessionly may be presented with one or two payment models: (1) pay-per-call (“PPC”) model; and (2) membership model. Question values are based on the Customer payment amount and other factors including but not limited to, Customer-related needs and estimated costs to Sessionly, which factors are determined and may be changed from time-to-time by Sessionly in its sole discretion, as well as the factors explained below. Expert may receive fees as follows: (a) when a Customer rates an answer 2 (out of 5\) or higher, the question value is placed into the Expert account. Payments to Experts from Customers do not accrue interest; or (b) in select categories of questions, tiered pricing shall determine what an Expert receives in fees for each question. An Expert qualifies for a pricing tier based on the following: (a) Each answer an expert provides to a customer will be rated based on either a Customer rating or a rating from an independent third party (the “Answer rating”). Each expert receives an aggregate rating (the “Expert Rating”) based on the percentage of questions the Expert answered and the average Answer Rating and access to different pricing tiers is based on such Expert Rating. You acknowledge that Sessionly has no control over, and makes no representation or warranty of any kind, as to the ability or willingness of other Users to pay for the answers provided by Experts. In addition, you acknowledge that you are never required by Sessionly to answer any questions on the Site. Once you have more than Twenty U.S. Dollars (US$10) of payments from Customers in your account (you cannot place funds into your account to reach $10; it must be accumulated through Customer payments), you may request payment via the link in your app. Sessionly transfers properly requested Customer payments to Experts via PayPal or Stripe, within 7 days (or, in its discretion, Sessionly may choose to forward Customer payments even without an Expert’s request for payment). You agree that Sessionly has the right to produce discounts, coupons, and/or credits that Users can apply towards reducing the price of a service, affecting the fee that Sessionly collects from the Expert. You agree that Sessionly has the right to resolve Customer complaints as it deems necessary or advisable, including, in Sessionly’s sole discretion, issuing refunds to Customers to settle disputes. If Sessionly decides to issue a refund to a Customer, Sessionly may seek reimbursement from the Expert for such refund, or Sessionly may offset any refunds against any future Customer payments to be forwarded to the Expert. Sessionly also reserves the right to resolve accounting discrepancies with Customers in its sole discretion. If Sessionly believes, in its sole discretion, that any Customer funds were paid to an Expert under suspicious circumstances or that funds were derived from a suspicious Customer account, Sessionly will investigate the situation until it has reached an adequate resolution, as determined by Sessionly in its sole discretion. The investigation or resolution may require the involvement of certain third parties, such as an applicable credit card company. Such an investigation may require Sessionly to put a hold on an Expert’s account. Sessionly will make commercially reasonable efforts not to exceed a 90 day hold on an Expert’s account during such an investigation. Sessionly disclaims any warranty that its billing and payment system is without error. If an Expert believes there is a problem with Sessionly’s billing or payment system, the Expert should notify Sessionly by email to hi@sessionly.com within thirty (30) days of such problem. Upon receipt of the notification of such a problem, Sessionly will, in good faith, work to remedy any alleged payment errors.

11\. Question Value

You are prohibited from negotiating payment with a User, regarding answers you post to the Site, unless expressly allowed by Sessionly.

12\. Expert Accounts and Relationship to Sessionly

You may not share your account with, nor use the account of, anyone else. You will be solely and fully liable and responsible for all activities and answers provided under your username and account. In addition, if any Sessionly account of yours has been suspended or terminated, you may not open another account on the Site. No relationship (such as partnership, agent, joint venturer, or employee) between you and Sessionly is created by this Agreement or your participation on the Site. You acknowledge that you are not an employee or agent of Sessionly but are, like Customers, only Users of the Site. You shall act in accordance with this status and shall not hold yourself out as an officer, employee or agent of Sessionly, nor make any claim based on any right or privilege applicable to Sessionly’s employees. Under no circumstances shall you look to Sessionly as your employer, or as a partner, agent, or principal. Nothing regarding your participation on the Site will be considered as an endorsement, referral or recommendation by Sessionly of you or the answers you provide and you will not, either on the Site or in any other forum or by any other means, suggest such an endorsement. It is the express intention of Sessionly and the Expert that the Expert be an independent contractor. Nothing in this Agreement shall in any way be construed to constitute the Expert as an agent, employee, or representative of Sessionly. Without limiting the generality of the foregoing, the Expert is not authorized to bind Sessionly to any liability or obligation or to represent that the Expert has any such authority. Expert agrees to furnish all tools and materials necessary to answer questions on the Site and shall incur all expenses associated with such performance. Expert further agrees that any use of site tools, Sessionly’s mobile application or any other tools (“Tools”) offered by Sessionly is optional and such Tools are purely offered for Expert’s convenience and usage of such Tools are not mandatory. Expert acknowledges and agrees that Expert is obligated to report as income all compensation received by Sessionly pursuant to this Agreement. Expert agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income. Expert will receive no Sessionly-sponsored benefits such as, but not limited to, paid vacation, sick leave, medical insurance, and 401k participation. If Expert is reclassified by a state or federal agency, court, or arbitrator as Sessionly’s employee, Expert will become a reclassified employee and will receive no benefits from Sessionly, except those mandated by state or federal law, even if by the terms of Sessionly’s benefit plans or programs of the Company in effect at the time of such reclassification, Expert would otherwise be eligible for such benefits.

13\. Limited Exclusivity and Other Agreements

By agreeing to this Expert Agreement and completing the online registration process, you are agreeing that: (a) You will not post – or authorize anyone else to post – any portion of your calls or answers on Sessionly or any other fee-based question-and-answer website, unless that question-and-answer component is via the Sessionly referral program or it is a website on which you are the only person answering questions. This does not prohibit you from providing the same substantive answer to a question, but only from providing it using the same words as used on the Site. (b) The provisions of this Agreement are not intended to prevent you from practicing your profession, but only from engaging in the limited activity described therein. (c) You will not make any statement that disparages Sessionly, its services, products, directors, officers, employees, shareholders or agents, except as required by law or in communications exclusively to Sessionly. (d) You will not provide information on any other websites about Sessionly, unless you expressly state that your statements are not made on behalf of and have not been approved by Sessionly. (e) You will not use any automated programs to automatically lock questions that are posted on the Sessionly website or responded to messages sent to you.

14\. Confidentiality

You acknowledge that Sessionly and its licensors and suppliers own the rights to the Sessionly website and the content displayed on the Site other than Posts. You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Sessionly website, any software distributed by or assist any other person or entity in doing so. You acknowledge that all content, including, but not limited to, text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Sessionly, Users, or Sessionly advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, whether done directly or through intermediaries (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds), including, but not limited to, code and software for commercial purposes. For permission to use third-party materials appearing on the Site, please contact the copyright owner. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Any access to or use of Sessionly to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with Sessionly (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) without the prior written authorization of Sessionly is prohibited. This prohibition specifically applies to, but is not limited to, software, programs, applications, and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology, or product that exists now or in the future. If you access Sessionly or copy, display, distribute, perform, or create derivative works from content displayed on the Site or other intellectual property in violation of this Agreement, your access, copying, display, distribution, performance, or derivative work is unauthorized. Circumvention of any technological restriction or security measure on Sessionly or any provision of this Agreement that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of Sessionly webpages on your computer or computer server constitute “copies” under the Copyright Act, 17 U.S.C. § 101\. You agree that Posts on the Site, materials, ideas, comments, and testimonials that you submit on the Site or other venues, including, but not limited to, the Sessionly blogs and the Sessionly venues on www.facebook.com, www.instagram.com, www.twitter.com, www.linkedin.com, www.youtube.com, www.pinterest.com, www.tiktok.com, or to the Site administrator or any employee, officer or agent of Sessionly (“User Content”), will not be considered confidential and may be used by Sessionly, in its sole discretion, without any obligation to compensate you for the use of or to return any submitted materials. You also agree that Sessionly owns, and has the right to register in its name, trademarks and service marks for any category names that you create on Sessionly, so do not use a category name that you want to reserve for your own benefit. Sessionly may use other trademarks or service marks in lieu of the category names that you create. You grant to Sessionly a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in your Posts, recorded calls, and User Content, in any media now known or not currently known, with respect to any such Posts and other User Content. Notwithstanding the above, please note that Experts are granted access to the Site beyond the access granted to other Users and, as such, have access to information not known by non-Expert Users of the Site (“Confidential Information”). Experts shall maintain all Confidential Information in confidence; shall use such Confidential Information in confidence; shall use such Confidential Information only in connection with their legitimate activities on the Site; shall not use Confidential Information for the purpose of developing, operating, or participating in any competing service; and shall not disclose Confidential Information to non-Experts unless required by law.

15\. No Endorsement of Non-Sessionly Entity; No Relationship with Users

Sessionly may endeavor to offer to its Users products and services offered by non-Sessionly entities. The Site may contain links to third party websites and service providers (collectively, “Third Party Services”) that are not owned or controlled by Sessionly. Sessionly has no control over and assumes no responsibility for the content, practices, and privacy policies of such Third Party Services. Sessionly encourages you to, and you acknowledge that you are solely responsible for, reviewing and complying with any third party terms and conditions and privacy policies. Sessionly cannot and will not censor or edit the content of any Third Party Service. Placement of information, logos, links, or names of such non-Sessionly entities on the Site does not constitute an endorsement or warranty of these entities, their products or services. By using this Site, you agree that Sessionly is not responsible for, and you take full responsibility for, a decision to visit or patronize any such Third Party Service or entity, you hold Sessionly harmless from any and all liability arising from such actions, and you expressly relieve Sessionly from all liability arising from your use of Third Party Services. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE SITE FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.

16\. Information Control and Storage

We do not control the information provided by Users, which you may find to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. There are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and that Sessionly is not responsible for the acts or omissions of Users on the Site. The amount of storage space per User is currently limited. You agree that Sessionly is not responsible or liable for the deletion or failure to store content and/or other information.

17\. Exclusion of Warranties

Sessionly SERVICES, SOFTWARES, AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. Sessionly DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Sessionly DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE MATERIALS AVAILABLE THROUGH THE SERVICE, FROM THIRD PARTIES OR A LINKED SITE WILL BE CORRECT, ACCURATE, TIMELY, RELIABLE OR OTHERWISE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. UNDER NO CIRCUMSTANCES WILL Sessionly BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE, FROM THIRD PARTIES (SUCH AS EXPERTS OR OTHERS) OR A LINKED SITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS SITE IS AT USERS’ SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Sessionly OR THROUGH OR FROM THE Sessionly SERVICES SHALL CREATE ANY WARRANTY.

18\. Right to Discontinue

At any time, with or without notice, for any or no reason, and in its sole discretion, Sessionly reserves the right to modify or discontinue any portion or all of the Site or the Services. Expert has no rights in and to the Site and Services. You are never required to answer any questions posted on the website or asked on a call.

19\. Press Releases and Third-Party Press about Sessionly

The Site may contain press releases and other information about Sessionly. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Sessionly. Likewise, third-party press about Sessionly or the Site should not be relied upon as being provided or endorsed by Sessionly.

20\. Indemnification

You agree to indemnify and hold Sessionly, any and all parent, subsidiary and affiliate organizations, officers, directors, agents, shareholders, consultants, employees, successors, and assigns harmless from and against all losses, costs, liabilities and expenses, including reasonable attorneys’ fees, asserted by any third party that are in any way due to, or arising out of, your use of or conduct on the Site, including, without limitation, that results from any answer provided or relied upon on the Site.

21\. Dispute Resolution: Mediation and Arbitration

This Section 21 may be referred to as the parties’ “Dispute Resolution Agreement.” If you have a dispute with Sessionly or if Sessionly has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below: (a) Informal Resolution. Prior to initiating mediation or arbitration, the party with a grievance must: (1) Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the Expert’s email address on file with Sessionly, or (b) Radical Group Inc, 1222 Electric Ave, Los Angeles, CA 90291, or hi@sessionly.com , whichever is applicable (“Dispute Notification”). (2) The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. (3) The other party then has 15 days to reply to the response. (b) Mediation. If the dispute is not resolved informally, either party may make a demand for mediation, with the other party’s consent, by filing either a (i) Request for AAA Online Mediation for Claims under $10,000 with the American Arbitration Association (“AAA”); or (ii) Request for Mediation with the AAA. To file a request for mediation for a claim under $10,000, you must go to the following website: https://services.adr.org/eroom/faces/welcome\_and\_steps.jspx https:// www.aaamediation.org. If that link does not work, please contact hi@sessionly.com at Sessionly for updated information. If you are requesting mediation for a claim that is worth $10,000 or more, you must go to the following website to file such a claim: https://www.adr.org/aaa/faces/services/ disputeresolutionservices. If that link does not work, please contact hi@sessionly.com at Sessionly for updated information. If either party requests mediation and both parties consent to mediation, the costs of mediation will be borne equally by the parties. (c) Arbitration. (i) Mutual agreement to arbitrate. If mediation does not occur or if mediation does not resolve the dispute, then both parties agree that all disputes between them, including without limitation, those disputes arising out of or related to this Agreement, the Services provided under this Agreement, the termination of this Agreement, the use of the Site, and the “Terms” as defined in the Agreement, shall be determined exclusively by final and binding arbitration before a single, neutral arbitrator as described herein. (ii) Covered claims. Claims subject to arbitration under this Dispute Resolution Agreement include, but are not limited to, the following types of claims between and among Expert on the one hand, and Sessionly, its subsidiaries, affiliates, shareholders, officers, directors, employees, benefit plans, or agents, any alleged joint employers, and any of Sessionly’s Users (including Customers and Experts), on the other hand: breach of contract; discrimination, harassment, or retaliation; wrongful discharge; negligence or other tort claims including defamation, libel, slander, fraud, invasion of privacy, and infliction of emotional distress; claims for wages, overtime, benefits, or other compensation; and all other statutory, regulatory, contractual, or tort claims or claims of violation of any international, federal/national, state/provincial, or local statute, ordinance, governmental enactment, common law duty, provision, or doctrine. Except as provided below, the parties voluntarily waive all rights to trial in court before a judge or jury on claims between them. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. The only disputes and actions excluded from this Dispute Resolution Agreement are: (a) actions to enforce this Dispute Resolution Agreement, compel arbitration, or claims by either party seeking temporary injunctive relief prior to the appointment of the arbitrator; and (b) claims for which this Dispute Resolution Agreement would be invalid as a matter of law. Individual knowingly and voluntarily waives the right to file or seek relief in a court seeking recovery of money damages. (iii) Arbitration rules and selection of arbitrator. Unless the parties agree otherwise in writing, the AAA shall administer the resolution of covered disputes pursuant to the Commercial Arbitration Rules and the supplementary procedures for Consumer Related Disputes (collectively, "AAA rules"). Copies of these rules can be obtained at the AAA’s website (www.adr.org) or by calling the AAA at 1-800-778-7879. Federal Rule of Civil Procedure 68 (“Offer of Judgment”) shall apply, as well. In the event of any inconsistency between this Dispute Resolution Agreement and the applicable rules of the AAA, this Dispute Resolution Agreement shall govern. The parties shall have 30 days from receipt of a notice of arbitration to select a mutually agreeable arbitrator. If the parties are unable to jointly select the arbitrator, the arbitrator shall be selected as provided in the AAA’s rules. (iv) Commencement of arbitration and location of hearing. A party wishing to initiate arbitration must notify the other party in writing by hand delivery or certified mail. The notice must identify the party requesting the arbitration, and it must describe the facts upon which the claim is based, the date and location of any occurrences giving rise to the claim, and the remedy requested. Notice must be sent to the Expert’s email address on file with Sessionly, or Radical Group Inc, 1222 Electric Ave, Los Angeles, CA 90291 or hi@sessionly.com . The arbitration hearing shall be held in Los Angeles, California. (v) The payment of filing and arbitration fees will be governed by the relevant AAA rules subject to the following modifications: 1\. If the Expert initiates arbitration under this Dispute Resolution Agreement and is otherwise required to pay a filing fee under the relevant AAA rules, Sessionly agrees that, unless the claim is for $5,000 or more, the Expert’s share of the filing fee is limited to $50, and after the Expert submits proof of payment of the filing fee to Sessionly, Sessionly will promptly reimburse the Expert for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of the Expert’s claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA rules. 2\. If Sessionly initiates arbitration under this Dispute Resolution Agreement, Sessionly will pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court or agency), including the regular and customary administrative fees and expenses charged by AAA. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. 3\. Except as provided for in Federal Rule of Civil Procedure 68, each party shall pay its own attorneys’ fees and any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court or agency such as costs to subpoena witnesses and/or documents; take depositions and purchase deposition transcripts; copy documents; etc.). (vi) Authority of the arbitrator. The arbitrator shall have the same authority to order remedies to individual claimants as would a court of competent jurisdiction. The arbitrator shall also have the same authority to decide dispositive motions as would a court, though he or she may establish appropriate and less formal procedures for such motions consistent with the expedited nature of arbitration proceedings. The arbitrator shall have the authority to issue subpoenas to compel the attendance of witnesses at the arbitration hearing and to compel the production of documents during discovery. Except as provided below, the arbitrator shall have the authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Dispute Resolution Agreement, including without limitation any claim that the Dispute Resolution Agreement is void or voidable. The arbitrator shall not have the authority to hear disputes not recognized by existing law and shall dismiss such claims upon motion by either party in accordance with the standards and burdens generally applicable in federal district court. (vii) Waiver of class, collective, and/or representative actions. Expert understands and agrees that all claims covered by this Dispute Resolution Agreement that Expert may have against Sessionly must be brought in Expert’s individual capacity and not as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Similarly, any claims covered by this Dispute Resolution Agreement that Sessionly may have against Expert may not be brought as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Expert understands that there is no right or authority for any dispute covered by this Dispute Resolution Agreement to be heard or arbitrated on a collective action basis, class action basis, as a private attorney general, or on bases involving claims or disputes brought in a representative capacity on behalf of the general public, on behalf of other Sessionly company employees (or any of them) or on behalf of other persons alleged to be similarly situated. Expert understands that there are no bench or jury trials and no class actions or representative actions permitted under this Dispute Resolution Agreement. The arbitrator shall not consolidate claims of different Experts into one proceeding, nor shall the arbitrator have the power to hear arbitration as a class action, collective action, or representative action. Any disputes regarding the enforceability or scope of this provision including, but not limited to, whether class, collective, or representative actions are authorized in arbitration by this Dispute Resolution Agreement, shall be decided by a court of competent jurisdiction rather than by an arbitrator. (viii) Form of the award. The arbitrator shall render a written award setting forth his or her findings of fact and conclusions of law. (ix) WAIVER OF JURY TRIAL. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE PARTIES VOLUNTARILY WAIVE ALL RIGHTS TO A TRIAL IN COURT BEFORE A JUDGE OR JURY ON ALL CLAIMS BETWEEN THEM COVERED BY THIS AGREEMENT. (x) Governing law applicable to this Dispute Resolution Agreement. The parties acknowledge that Section 21 contains the parties' "Dispute Resolution Agreement"; that this Dispute Resolution Agreement is made in the course of interstate commerce; that any arbitration under this Dispute Resolution Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §1 et. seq. (the “FAA”); and the parties are subject to the FAA for purposes of the Dispute Resolution Agreement. This choice of law provision applies only to this Dispute Resolution Agreement, and not to the rest of this Agreement or Terms. (xi) Attorney’s fees; survival; and right to consult. The arbitrator shall award attorney’s fees and costs to the prevailing party in any arbitration arising out of or relating to this Agreement, the Terms, and where otherwise provided by applicable law. This Dispute Resolution Agreement section shall survive termination of this Agreement. Expert acknowledges and agrees that he/she is entering into this Dispute Resolution Agreement voluntarily and without any duress or undue influence by Sessionly or anyone else. Expert further acknowledges and agrees that he/she has carefully read this Dispute Resolution Agreement and that Expert has asked any questions needed for Expert to understand the terms, consequences and binding effect of this Dispute Resolution Agreement and fully understand it, including that Expert is waiving his/her right to a jury trial. Finally, Expert agrees that he/she has been provided an opportunity to seek the advice of an attorney of Expert’s choice before agreeing to this Dispute Resolution Agreement.

22\. Choice of Law

The Terms shall be governed by, and construed in accordance with the laws of the State of Idaho, without regard to its conflicts of law provisions, except as set forth in Section 21 of this Agreement (the “Dispute Resolution Agreement”).

23\. Miscellaneous

Failure to enforce any provision of this Agreement by Sessionly shall not constitute a waiver of any provision by Sessionly. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement. All provisions not affected by the invalidity shall remain in full force and effect. The Terms constitute the complete and exclusive statement of the Agreement between you and us. It supersedes any and all prior or contemporaneous agreement, oral or written, and any other communications, representations, warranties and understanding relating to the subject matter of the Terms. If there is a conflict between an oral or written representation of any Sessionly employee or agent and the Terms (other than modifications to the Terms executed in writing by the CEO or authorizedin-fact representative of Sessionly), the Terms will prevail. To the extent the Terms are in conflict or inconsistent with one another, this Agreement and the Privacy Policy will prevail for Experts over other terms, rules, policies, and FAQs on the Site. If any provision(s) of the Terms is held by a court or arbitrator of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. Sessionly’s failure to exercise or enforce any of the Terms shall not constitute a waiver of Sessionly’s right to exercise or enforce the Terms as to the same or another instance. Headings in this and Related Agreements are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms. You agree that Sessionly may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason. Sessionly shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an authorized officer of Sessionly. No delay or omission on the part of Sessionly in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. Certain sections of this Agreement, by their terms, survive the termination of this Agreement. Powered by Book world class experts and get advice over a video call Sessionly 2025\. ALL RIGHTS RESERVED.

CONTACTCAREERSPOLICYTERMS

Are you an Expert? Sessionly – Legal Considerations, Risk Management & VC Due Diligence Compliance Checklist

1\. Platform Liability & User Conduct

Risk: Misconduct, misinformation, or harm during 1-on-1 sessions. Checklist: Clear Terms of Use and Disclaimers Indemnification Clause from Expert & User Incident Reporting and Moderation Policy

2\. Expert Agreements & Classification

Risk: Misclassification of Experts as employees. Checklist: Independent Contractor Agreement for Experts Platform Usage Rules and Ethical Guidelines Optional Liability Coverage or Insurance

3\. Data Privacy & Security (GDPR, CCPA, HIPAA)

Risk: Non-compliance with data handling and consent laws. Checklist: Privacy Policy with Data Collection & AI Use Disclosure Role-based Data Access & Encryption Data Retention Policy DPIA (Data Protection Impact Assessment)

4\. AI Usage Disclosure & Governance

Risk: Uninformed use of AI or misuse of personal data. Checklist: AI Feature Opt-in/Opt-out Toggle Disclaimers on AI Accuracy and Assistance Human Review/Appeal System

5\. Intellectual Property & Developer Contracts

Risk: Ownership disputes or open-source violations. Checklist: Work-for-Hire Agreement for Developers IP Assignment and Code Ownership Clauses Version Control with Private Git Repositories

6\. Financial & Payment Compliance

Risk: Fraud, tax, or KYC violations. Checklist: Stripe Connect for Marketplace Payments KYC/AML for Expert Verification Dispute and Refund Policy Invoicing and Payment Records

7\. Governing Law, Arbitration, and Jurisdiction

Risk: Legal disputes and lack of clarity across international users. Checklist: Designated Governing Law (e.g., Delaware/California) Binding Arbitration Clause International Compliance Framework (GDPR, global tax)

8\. Content Ownership & Copyright

Risk: IP claims against uploaded/shared session materials. Checklist: Copyright Responsibility Clause Expert Agreement for Legal Content Use DMCA Policy and Takedown Mechanism

9\. Minors and Age-Gated Services (COPPA)

Risk: Legal obligations for users under age 18\. Checklist: Age Verification System Parental Consent Workflow Teacher Certification for Youth Engagement

10\. Insurance & Legal Readiness

Risk: Lack of coverage for platform incidents or liability. Checklist: Cyber Liability Insurance Errors & Omissions (E\&O) Coverage Quarterly Risk & Compliance Audits Outside General Counsel (OGC) Retained This checklist satisfies most VC and institutional legal due diligence frameworks and should be

DOCUMENT 2 — Terms of Use: AI / Machine Learning Features (04 2026\)

Verbatim source file: Terms of USE 04 2026 (1).docx

Below is a comprehensive, legally robust Terms of Use section specifically for AI/ML features on Sessionly. This is written to be strong, protective, and suitable for inclusion in your main Terms of Service or as a standalone AI Addendum. ⚠️ Note: This is a high-quality legal draft, but you should still have a licensed attorney review it before final use (especially for jurisdiction-specific compliance like California, GDPR, etc.).

SESSIONLY

AI / MACHINE LEARNING FEATURES TERMS & CONDITIONS Last Updated: \[Insert Date\]

1\. DEFINITIONS

For purposes of this Agreement: “Platform” means the Sessionly website, applications, systems, and services. “AI Features” means all artificial intelligence, machine learning, automation, or algorithmic functionalities provided by Sessionly, including but not limited to: AI chat assistants transcription services session summaries recommendations and matching algorithms sentiment analysis analytics and insights moderation and safety systems “User Content” means any data, audio, video, text, or other material submitted, generated, or transmitted by Users. “Generated Content” means outputs produced by AI Features. “Session Data” includes recordings, transcripts, summaries, and analytics derived from sessions.

2\. NATURE OF AI FEATURES (NO GUARANTEE OF ACCURACY)

Sessionly provides AI Features for informational, convenience, and assistive purposes only. User acknowledges and agrees that: AI outputs may be inaccurate, incomplete, misleading, or outdated AI does not constitute professional advice of any kind, including but not limited to: medical legal financial psychological educational outcomes Sessionly makes no warranties regarding: accuracy reliability completeness fitness for a particular purpose

3\. NO RELIANCE

Users expressly agree: They will not rely solely on AI-generated outputs for any decision-making They will independently verify all information Sessionly shall not be responsible for any consequences arising from reliance on AI outputs

4\. USER CONSENT TO AI PROCESSING

By using the Platform, Users: Consent to the processing of their data by AI systems Acknowledge that: session audio/video may be transcribed transcripts may be analyzed summaries and insights may be generated Agree that Sessionly may use data to: improve AI models enhance system performance develop new features

5\. DATA HANDLING, STORAGE & PRIVACY

Sessionly may: Store: session recordings transcripts summaries analytics Process data using: internal systems third-party providers (e.g., AI APIs, cloud services) Sessionly will implement reasonable security measures, but: Does not guarantee absolute security Is not liable for unauthorized access beyond its reasonable control

6\. THIRD-PARTY AI SERVICES

AI Features may rely on third-party providers (e.g., OpenAI, AWS, etc.). Users acknowledge: Data may be transmitted to third parties for processing Sessionly is not responsible for third-party performance, outages, or data handling practices

7\. LIMITATION OF LIABILITY (CRITICAL CLAUSE)

To the fullest extent permitted by law: Sessionly, its owners, officers, employees, contractors, and affiliates shall not be liable for any: direct indirect incidental consequential special punitive damages including but not limited to: loss of data loss of revenue personal injury emotional distress reputational harm incorrect advice or insights decisions made based on AI outputs even if advised of the possibility of such damages.

8\. AI FEATURES ARE PROVIDED “AS IS”

All AI Features are provided: “AS IS” and “AS AVAILABLE” Without warranties of any kind, including: merchantability fitness for a particular purpose non-infringement uninterrupted or error-free operation

9\. NO PROFESSIONAL RELATIONSHIP

Use of AI Features does not create: doctor-patient relationship attorney-client relationship financial advisor relationship therapist-client relationship or any fiduciary duty Sessionly is a technology platform only, not a service provider of professional advice.

10\. USER RESPONSIBILITY & CONDUCT

Users agree: Not to misuse AI Features Not to submit unlawful, harmful, or sensitive content without authorization Not to attempt to reverse engineer or exploit AI systems Not to rely on AI outputs for critical decisions without professional consultation

11\. MODERATION & SAFETY

Sessionly reserves the right to: monitor AI interactions filter or block content suspend or terminate access without notice if misuse is detected.

12\. DATA RETENTION & DELETION

Sessionly may retain AI-related data: for operational purposes for legal compliance for system improvement Sessionly reserves the right to delete or anonymize data at its discretion.

13\. INTELLECTUAL PROPERTY

AI models, systems, and outputs are owned by Sessionly or its licensors Users are granted a limited, non-exclusive, non-transferable license to use outputs Users may not: resell AI outputs reverse engineer AI systems create competing services using outputs

14\. DISCLAIMERS SPECIFIC TO SESSION-BASED AI

For session-related AI features: Transcriptions may contain errors or omissions Summaries may omit critical context Sentiment analysis is approximate and probabilistic Recommendations are not guaranteed to be suitable

15\. INDEMNIFICATION

Users agree to defend, indemnify, and hold harmless Sessionly and its affiliates from any claims, damages, liabilities, and expenses arising from: misuse of AI Features reliance on AI outputs violation of these Terms violation of any law or third-party rights

16\. CHANGES TO AI FEATURES

Sessionly may: modify suspend discontinue any AI Feature at any time without notice or liability.

17\. REGULATORY COMPLIANCE

Users are responsible for ensuring their use of AI Features complies with: applicable laws industry regulations professional standards Sessionly does not guarantee compliance with any specific regulatory framework.

18\. GOVERNING LAW

This Agreement shall be governed by the laws of: State of California, United States

19\. SEVERABILITY

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20\. ENTIRE AGREEMENT

This section forms part of the Sessionly Terms of Service and constitutes the entire agreement regarding AI Features.

Final Notes (Strategic)

This protects you against: AI hallucinations wrong advice liability user misuse data handling risk third-party AI providers regulatory exposure lawsuits from outcomes If you want next: I can also create: Privacy Policy AI section (GDPR/CCPA compliant) AI user consent modal (UI/UX ready) Expert-specific AI disclaimers (very important) Recording \+ transcription consent flow Terms for mentors/experts using AI insights Just tell me 👍 Expert-specific AI disclaimers (very important) Recording \+ transcription consent flow Terms for mentors/experts using AI insights Expert-specific AI disclaimers (very important) Recording \+ transcription consent flow Terms for mentors/experts using AI insights Below are three production-ready, legally robust modules you can plug directly into Sessionly: Expert-Specific AI Disclaimers Recording \+ Transcription Consent Flow (UI \+ Legal Copy) Terms for Mentors/Experts Using AI Insights ⚠️ Drafted to be strong and protective. Have a licensed attorney review before launch (especially for CA, GDPR/UK/EU users).

1\) EXPERT-SPECIFIC AI DISCLAIMERS

1.1. Scope & Purpose

Experts acknowledge that Sessionly’s AI features (including transcription, summaries, sentiment, recommendations, and assistants) are assistive tools only and not authoritative sources.

1.2. No Reliance / Independent Judgment

Experts must exercise independent professional judgment at all times. AI outputs: may be inaccurate, incomplete, or misleading must be verified before use must not be the sole basis for advice, guidance, or decisions

1.3. No Professional Advice by Platform

Sessionly does not provide professional services. Any guidance delivered during sessions is provided solely by the Expert, not Sessionly or its AI.

1.4. Prohibited Uses of AI Outputs

Experts agree not to: present AI outputs as definitive facts without verification represent AI outputs as their own professional conclusions without review provide medical, legal, financial, psychological, or other regulated advice based solely on AI outputs use AI to generate or deliver misleading, unsafe, or non-compliant guidance

1.5. Duty of Care & Disclosures to Students

Experts must: clearly disclose when AI tools are being used correct any AI-generated inaccuracies during or after the session ensure students understand AI outputs are informational only

1.6. Data Responsibility

Experts must not input: sensitive personal data (e.g., health, financial identifiers) confidential third-party information any data they are not authorized to process

1.7. Indemnification (Expert)

Experts agree to defend, indemnify, and hold harmless Sessionly and its affiliates from any claims arising from: misuse of AI features reliance on AI outputs provision of advice based on AI outputs violation of applicable laws or professional standards

1.8. Limitation of Liability (Platform)

To the fullest extent permitted by law, Sessionly is not liable for: any outcomes from Expert advice any errors in AI outputs any reliance by Experts or Students on AI-generated content

2\) RECORDING & TRANSCRIPTION CONSENT FLOW

(UI/UX \+ Legal Copy — ready for implementation)

2.1. Where to Show Consent

Display this modal at: First session booking Before joining a live session When recording/transcription is enabled

2.2. Pre-Session Consent Modal (User-Facing)

Title: Recording & AI Processing Consent Body (short version): By continuing, you agree that: Your session may be recorded and transcribed AI may generate summaries, insights, and analytics Data may be processed by third-party AI providers AI outputs may be inaccurate and are for informational use only Checkboxes (required):

I consent to recording and transcription

I understand AI outputs are not guaranteed to be accurate

I agree to the Terms of Service and Privacy Policy

Buttons: Accept & Continue Decline (ends session / disables features)

2.3. Advanced Consent (Recommended Toggle Options)

Optional controls (good UX \+ compliance):

Enable recording

Enable transcription

Enable AI summaries

Allow AI insights & analytics

2.4. Legal Consent Language (Full Version)

By participating in a session on Sessionly, you expressly consent to: Recording & Capture Your audio, video, and shared content may be recorded. Transcription & Processing Session data may be transcribed, analyzed, and processed using AI systems. AI Generation The Platform may generate summaries, action items, sentiment analysis, and other insights. Third-Party Processing Data may be processed by third-party providers for AI functionality. Data Storage Session recordings and derived data may be stored for platform functionality, improvement, and compliance. No Accuracy Guarantee AI-generated content may contain errors and must not be relied upon as definitive. Withdrawal of Consent You may disable certain features; however, this may limit platform functionality.

2.5. Recording Indicator (Compliance UX)

During sessions, display: 🔴 “Recording in Progress” “Transcription Active” “AI Insights Enabled”

3\) TERMS FOR MENTORS / EXPERTS USING AI INSIGHTS

3.1. Nature of AI Insights

AI insights (including summaries, recommendations, sentiment, and analytics) are: probabilistic and non-deterministic intended for support and convenience only not guaranteed to reflect actual performance, intent, or outcomes

3.2. Expert Responsibility

Experts are solely responsible for: verifying all AI insights before use ensuring advice aligns with best practices and legal standards correcting inaccuracies when identified

3.3. No Automation of Professional Judgment

Experts may not: delegate decision-making entirely to AI provide advice without independent review rely on AI for critical or regulated decisions

3.4. Prohibited Categories (Strong Protection)

Experts must not use AI insights to provide: medical diagnosis or treatment advice legal advice financial/investment advice mental health diagnosis or therapy guidance any regulated service without proper licensing and compliance

3.5. Transparency Requirement

Experts must disclose to students: when AI insights are used that outputs may contain inaccuracies that human judgment is applied

3.6. No Guarantee of Outcomes

Sessionly does not guarantee: student success learning outcomes business or personal results accuracy of AI-derived recommendations

3.7. Data Use Restrictions

Experts may not: export or reuse session data outside the platform without authorization use AI outputs to train external systems resell or redistribute AI-generated content

3.8. Suspension & Enforcement

Sessionly may: suspend or terminate Expert accounts restrict AI feature access remove content if misuse or non-compliance is detected

3.9. Indemnification (Expert – Strong Clause)

Experts agree to indemnify and hold harmless Sessionly from any claims arising out of: their use of AI insights advice provided during sessions misuse of platform tools violation of laws or third-party rights

STRATEGIC PROTECTION COVERED

These sections protect you against: AI hallucinations / inaccuracies Experts misusing AI for regulated advice liability from session outcomes data privacy disputes transcription/recording consent issues third-party AI risks platform vs expert responsibility disputes If you want next (highly recommended) I can also create:

Full Terms of Service (entire platform)

Privacy Policy (GDPR \+ CCPA aligned)

Expert Agreement / Contractor Terms

User Terms (Student side)

Refund / Dispute / Abuse policy

On-screen legal UI (Figma-ready components)

Just tell me 👍 Full Terms of Service (entire platform) ✅ Privacy Policy (GDPR \+ CCPA aligned) ✅ Expert Agreement / Contractor Terms ✅ User Terms (Student side) ✅ Refund / Dispute / Abuse policy \---- and also Membership (expert & Student/Client) \--- Please somehow mention or create a section/ disclaimer saying that all opinions and statements belong to the Experts only and Sessionly has nothing to do with it Below is a comprehensive, legally robust, platform-wide legal suite for Sessionly. It’s structured so you can deploy it as: Terms of Service (master agreement) Privacy Policy (GDPR \+ CCPA aligned) Expert Agreement (contractor terms) Student/User Terms Refund / Dispute / Abuse Policy Membership Terms (Experts \+ Students) Includes a strong “Expert Opinions Disclaimer” protecting Sessionly ⚠️ This is a high-quality legal draft. You should still have a licensed attorney review before final publication.

SESSIONLY — TERMS OF SERVICE

Last Updated: \[Insert Date\]

1\. INTRODUCTION

Sessionly (“Sessionly,” “we,” “us,” or “our”) provides a technology platform that enables independent Experts to offer sessions, consultations, and services to Students/Clients. By accessing or using the platform, you agree to these Terms.

2\. PLATFORM NATURE (CRITICAL PROTECTION)

Sessionly is a neutral technology marketplace. Sessionly does not provide expert advice, instruction, or services Experts are independent contractors, not employees, agents, or representatives Sessionly does not endorse, verify, or guarantee any Expert’s qualifications, accuracy, or outcomes

3\. EXPERT OPINIONS DISCLAIMER (VERY IMPORTANT)

All opinions, advice, statements, services, and content provided during sessions are: solely those of the individual Expert not those of Sessionly Sessionly: does not control, supervise, or direct Expert content does not assume responsibility for any statements made by Experts is not liable for any advice, guidance, or outcomes resulting from Expert interactions Users agree that: Any reliance on Expert advice is at their own risk.

4\. ELIGIBILITY

Users must: be at least 18 years old (or legal age in jurisdiction) provide accurate information comply with all applicable laws

5\. USER ACCOUNTS

Users are responsible for: maintaining account security all activity under their account Sessionly may suspend or terminate accounts at its discretion.

6\. BOOKINGS & PAYMENTS

All bookings are conducted through the platform Payments are processed via third-party providers (e.g., Stripe) Sessionly may charge service fees and commissions Sessionly is not responsible for payment disputes between users, except as outlined in platform policies.

7\. VIDEO SESSIONS & INTERACTIONS

Sessionly provides infrastructure for sessions but: does not guarantee session quality does not guarantee outcomes is not responsible for technical interruptions beyond reasonable control

8\. AI FEATURES (REFERENCE)

Use of AI features is governed by the AI Terms Addendum (previously provided).

9\. RECORDINGS & DATA

Sessions may be: recorded transcribed analyzed Users must consent to these features.

10\. PROHIBITED USE

Users may not: provide illegal or harmful content impersonate others misuse the platform bypass payment systems

11\. LIMITATION OF LIABILITY

To the fullest extent permitted by law: Sessionly is not liable for: Expert advice or actions user decisions indirect or consequential damages loss of data or revenue

12\. INDEMNIFICATION

Users agree to indemnify Sessionly against any claims arising from: their use of the platform their content or conduct their interactions with others

13\. TERMINATION

Sessionly may suspend or terminate access at any time.

14\. GOVERNING LAW

California, United States.

PRIVACY POLICY (GDPR \+ CCPA ALIGNED)

1\. DATA WE COLLECT

Account information (name, email, etc.) Session data (audio, video, transcripts) Payment data (processed via Stripe) Usage analytics

2\. HOW WE USE DATA

Provide platform services Process transactions Improve AI systems Ensure safety and compliance

3\. LEGAL BASIS (GDPR)

We process data based on: consent contract performance legitimate interests

4\. USER RIGHTS (GDPR \+ CCPA)

Users have the right to: access data correct data delete data restrict processing opt-out of data sale (CCPA) Contact: \[Insert Email\]

5\. DATA SHARING

We may share data with: payment processors (Stripe) AI providers cloud infrastructure (AWS)

6\. DATA SECURITY

We implement reasonable safeguards but cannot guarantee absolute security.

7\. DATA RETENTION

Data is retained as necessary for: service delivery legal compliance business operations

EXPERT AGREEMENT (CONTRACTOR TERMS)

1\. INDEPENDENT CONTRACTOR STATUS

Experts are: independent contractors not employees or agents

2\. EXPERT RESPONSIBILITY

Experts are solely responsible for: their advice their content compliance with laws

3\. NO PLATFORM LIABILITY

Sessionly is not liable for: Expert services outcomes of sessions

4\. PAYMENT TERMS

Experts receive payouts via Stripe Connect Sessionly retains commission

5\. PROHIBITED CONDUCT

Experts may not: provide illegal or harmful services misrepresent qualifications bypass platform payments

6\. INDEMNIFICATION

Experts indemnify Sessionly for: claims arising from their services

STUDENT / USER TERMS

1\. ROLE OF STUDENT

Students are responsible for: evaluating Experts verifying information

2\. NO GUARANTEE OF RESULTS

Sessionly does not guarantee: learning outcomes results or success

3\. USE AT YOUR OWN RISK

All sessions and advice are used at the Student’s own risk.

REFUND / DISPUTE / ABUSE POLICY

1\. REFUNDS

Refunds may be issued: if session did not occur if technical failure prevented session No refunds for: dissatisfaction with advice subjective outcomes

2\. DISPUTES

Users must: submit disputes within \[X days\] provide evidence Sessionly may: mediate disputes issue partial refunds

3\. ABUSE

Sessionly has zero tolerance for: harassment hate speech fraud Violations may result in: account suspension permanent ban

MEMBERSHIP TERMS (EXPERT & STUDENT)

1\. MEMBERSHIP TYPES

Sessionly may offer: subscription plans premium features commission structures

2\. BILLING

recurring billing may apply users authorize automatic charges

3\. CANCELLATION

Users may cancel at any time, but: fees already paid are non-refundable access may continue until billing period ends

4\. CHANGES

Sessionly may: modify pricing change features discontinue plans

FINAL STRATEGIC PROTECTION

This full legal structure protects you against: Expert liability (critical) AI inaccuracies user disputes payment issues regulatory exposure data/privacy risks misuse of platform false expectations If you want next (highly recommended) I can also create:

Website legal pages (formatted for UI/UX)

Checkbox consent flows (ready for frontend)

Stripe Terms integration language

Insurance recommendations (cyber \+ liability)

Expert onboarding legal checklist

Just tell me 👍 Stripe Terms integration language ✅ Insurance recommendations (cyber \+ liability) ✅ Expert onboarding legal checklist ,,,, Disclaimer to block, cancel or withhold payments Below are production-ready, legally robust add-ons you can plug into Sessionly: Stripe Terms integration language Insurance recommendations (practical \+ required coverage) Expert onboarding legal checklist (operational \+ compliance) Payment hold/block/cancellation disclaimer (very important for risk control) ⚠️ Finalize with counsel for jurisdiction specifics (CA, US federal, EU/GDPR).

1\) STRIPE TERMS INTEGRATION LANGUAGE

1.1. Payment Processing Disclosure

Sessionly uses Stripe to process payments and payouts. By using the Platform, you agree that: Payments are processed by Stripe and subject to the Stripe Services Agreement and applicable Stripe policies. You authorize Sessionly to create and manage a Stripe Connect account on your behalf (where applicable). You consent to the collection, use, and sharing of your information with Stripe for payment processing, identity verification (KYC), fraud prevention, and compliance.

1.2. Expert (Payout) Terms — Stripe Connect

Experts agree that: They will be onboarded through Stripe Connect Express (or equivalent). Stripe may require identity verification (KYC), tax information, and banking details. Payouts are subject to: Stripe processing timelines reserve/rolling reserve policies compliance checks Sessionly does not control Stripe’s payout decisions, delays, or holds.

1.3. Fees & Charges

Sessionly may charge platform fees, commissions, and subscription fees. Stripe may charge processing fees. All fees are non-refundable unless explicitly stated.

1.4. Chargebacks & Disputes

Users agree not to initiate fraudulent chargebacks. Sessionly may: contest chargebacks recover funds from Experts suspend accounts during investigation Experts may be responsible for: chargeback fees refunds associated losses

1.5. Compliance & Restricted Activities

Users must comply with: Stripe’s Acceptable Use Policy All applicable financial regulations Sessionly may suspend or terminate accounts for: prohibited activities fraud or abuse regulatory violations

2\) INSURANCE RECOMMENDATIONS (CYBER \+ LIABILITY)

2.1. Recommended Coverage for Sessionly (Platform)

A) Cyber Liability Insurance (CRITICAL) Covers: data breaches hacking incidents ransomware legal costs & regulatory fines Recommended coverage: $1M–$5M minimum B) Professional Liability (Errors & Omissions) Covers: claims arising from platform functionality alleged failure of service C) General Liability (Business Protection) Covers: third-party claims bodily injury/property damage (less relevant but standard) D) Media / Content Liability Covers: defamation copyright issues content disputes

2.2. Recommended Coverage for Experts

Experts should maintain (recommended or required depending on category): Professional Liability Insurance (E\&O) Industry-specific insurance (if applicable): coaching consulting wellness financial guidance

2.3. Insurance Disclaimer Clause

Sessionly does not provide insurance coverage for Experts. Experts are solely responsible for: obtaining appropriate insurance complying with applicable professional requirements

3\) EXPERT ONBOARDING LEGAL CHECKLIST

Use this as a mandatory onboarding flow (checkbox \+ gating).

3.1. Identity & Compliance

Full legal name verified

Email verified

Stripe KYC completed

Banking details verified

3.2. Legal Agreements (Must Accept)

Terms of Service

Expert Agreement

AI Disclaimer & Usage Terms

Recording & Data Consent

Payment & Refund Policy

3.3. Professional Responsibility

I understand I am an independent contractor

I am solely responsible for my advice and services

I will not provide regulated advice without proper licensing

I will comply with all laws and regulations

3.4. AI Usage Acknowledgment

AI outputs may be inaccurate

I will not rely solely on AI

I will review all AI-generated content before use

3.5. Content & Conduct Rules

No harassment or abuse

No illegal services

No off-platform payment solicitation

No misleading claims

3.6. Insurance Acknowledgment

I understand Sessionly does not provide insurance

I am responsible for my own professional liability coverage

3.7. Final Certification

I certify all information provided is accurate

I agree to comply with all Sessionly policies

4\) PAYMENT HOLD / BLOCK / CANCELLATION DISCLAIMER (CRITICAL)

4.1. Right to Withhold or Delay Payments

Sessionly reserves the absolute right, at its sole discretion, to: withhold delay suspend or cancel payouts including but not limited to situations involving: suspected fraud chargebacks or disputes violation of Terms suspicious activity regulatory compliance requirements identity verification issues risk management decisions

4.2. Investigation Period

Sessionly may hold funds: during investigation of disputes or suspicious activity until verification is complete for a reasonable period determined by Sessionly or third-party providers (e.g., Stripe)

4.3. No Obligation to Release Funds Immediately

Sessionly is not obligated to release funds: on a specific timeline upon request prior to completion of internal or third-party review

4.4. Chargeback Protection

In the event of: customer disputes chargebacks payment reversals Sessionly may: deduct amounts from Expert balances offset future payouts recover losses

4.5. Platform Protection Clause

Sessionly may take any action necessary to: protect the platform protect users comply with laws mitigate financial risk including freezing accounts and funds.

4.6. No Liability for Payment Actions

Sessionly shall not be liable for: withheld funds delayed payouts canceled transactions financial losses resulting from enforcement actions

4.7. Third-Party Control (Stripe)

Users acknowledge that: Stripe may independently: delay payouts impose reserves freeze accounts Sessionly does not control these actions

STRATEGIC VALUE (WHAT YOU JUST PROTECTED)

These sections protect Sessionly from: fraud & chargeback abuse payout disputes regulatory risk expert misconduct financial loss exposure Stripe-related liability platform misuse If you want next (highly recommended) I can also create:

Full frontend UI legal flows (checkboxes, modals, consent screens)

Admin legal enforcement dashboard logic (when to freeze accounts)

Risk scoring system (AI \+ payment \+ behavior)

Terms for international users (EU/UK/Canada expansion)

Just tell me 👍 Full frontend UI legal flows (checkboxes, modals, consent screens) ✅ Admin legal enforcement dashboard logic (when to freeze accounts) ✅ Risk scoring system (AI \+ payment \+ behavior) ✅ Terms for international users (EU/UK/Canada expansion) Absolutely — below is a full legal/operational framework for those four areas, drafted to be strong, practical, and implementation-ready for Sessionly.

1\) FULL FRONTEND UI LEGAL FLOWS

Checkboxes, Modals, Consent Screens These should be built into onboarding, booking, payment, AI usage, and session entry flows. A. Account Registration Consent Flow Screen: Sign Up Required checkboxes

I agree to the Terms of Service

I acknowledge the Privacy Policy

I understand Sessionly is a technology platform only and that Experts are independent third

parties

I consent to receive essential account, security, and transactional communications

Optional checkbox

I agree to receive marketing/promotional emails

Legal note under button By creating an account, you agree to Sessionly’s Terms, Privacy Policy, and platform rules. Sessionly does not provide expert advice or services directly. B. Expert Onboarding Legal Flow Screen: Expert Legal Acknowledgment Required checkboxes

I understand I am acting as an independent contractor, not an employee, agent, or representative

of Sessionly

I am solely responsible for my services, statements, advice, conduct, and compliance with

applicable laws

I understand that all opinions, advice, and statements I provide are my own and not those of

Sessionly

I agree not to provide regulated or licensed advice unless I am properly qualified and legally

permitted to do so

I agree to the Expert Agreement

I agree to the Payment, Refund, and Dispute Policy

I acknowledge Sessionly may withhold, delay, suspend, or reverse payouts for fraud, disputes,

compliance, or risk review Additional AI checkbox

I understand AI-generated insights may be inaccurate and I will independently review them

before use C. Booking Confirmation Flow Screen: Before Student Books a Session Required checkboxes

I understand Sessionly does not endorse or guarantee the accuracy, quality, legality, or outcomes

of any Expert’s advice or services

I understand that all advice, statements, and opinions belong solely to the Expert

I understand payments are subject to Sessionly’s cancellation, refund, and dispute terms

Recommended disclosure text Sessionly is a neutral technology platform. Experts are independent third parties. Sessionly is not responsible for Expert advice, conduct, or outcomes. D. Payment / Checkout Consent Screen: Payment Confirmation Required checkboxes

I authorize Sessionly and its payment processor to charge my selected payment method

I understand that refunds are limited and governed by the Refund & Dispute Policy

I understand chargebacks, abuse, or fraudulent payment activity may result in suspension or

termination Expert payout acknowledgment For experts:

I acknowledge that payouts may be delayed, withheld, reversed, or offset due to disputes, fraud

checks, reserves, chargebacks, or compliance reviews E. Recording / Transcription Consent Flow Modal shown before entering recorded session Title: Recording, Transcription, and AI Processing Consent Required checkboxes

I consent to session recording, where enabled

I consent to transcription and AI processing of session content

I understand AI-generated summaries, analytics, and insights may be inaccurate

I agree that Sessionly may use third-party processors to enable these features

Buttons Accept & Continue Decline Decline behavior Block entry if recording/transcription is mandatory for that session Or disable those features if optional F. AI Tool Usage Consent Modal for AI assistant / summaries / analytics Required checkboxes

I understand AI outputs are automated, probabilistic, and may contain errors

I will not rely exclusively on AI-generated content

I understand Sessionly is not liable for decisions made based on AI outputs

G. Support Ticket / Abuse Report UI When submitting complaints:

I certify that the information provided is accurate to the best of my knowledge

I understand false, misleading, or abusive reports may result in enforcement action

2\) ADMIN LEGAL ENFORCEMENT DASHBOARD LOGIC

When to Freeze Accounts / Hold Funds / Restrict Access This should exist in the Super Admin enforcement panel. A. Enforcement Triggers

1\. Payment Risk Triggers

Freeze payout / account if: chargeback filed unusually high refund rate failed KYC / Stripe identity verification mismatched payout identity suspicious payment patterns multiple cards / billing anomalies manual fraud flag

2\. Conduct / Trust & Safety Triggers

Restrict or suspend if: harassment / hate speech / threats misleading credentials prohibited services off-platform payment solicitation abusive session conduct repeated student complaints policy evasion

3\. Legal / Compliance Triggers

Immediate freeze if: subpoena / law enforcement request sanctions / export control concern child safety concern regulated service without licensing privacy/data misuse complaint copyright or illegal content issue

4\. Platform Integrity Triggers

Freeze or limit if: bot-like activity suspicious login/IP/device pattern mass fake bookings review manipulation coupon / referral abuse API abuse / scraping B. Enforcement Actions Available to Admin For each account, admin should be able to: Set status: active / restricted / suspended / under\_review / banned Freeze payouts Delay payouts Hold upcoming payouts for X days Disable bookings Disable messaging Disable AI access Require re-verification Mark account as “high risk” Record internal notes Escalate to legal / finance / trust & safety C. Required Audit Trail Every enforcement action should log: Admin user Timestamp Account affected Reason code Free-text explanation Supporting evidence links Whether user was notified Whether funds were held/reversed D. Standard Reason Codes Use dropdown reason codes such as: chargeback\_risk kyc\_failure fraud\_suspected abusive\_conduct regulated\_advice\_violation privacy\_violation refund\_abuse policy\_evasion off\_platform\_payment\_attempt other E. User Notice Templates When appropriate, send: “Your account is under review” “Your payouts are temporarily on hold” “Your booking privileges are restricted” “We require additional verification” “Your account has been suspended for policy reasons” Keep language neutral and non-defamatory.

3\) RISK SCORING SYSTEM

AI \+ Payment \+ Behavior This is an internal trust/risk model for Experts and Students. A. Risk Categories Each user gets a score: 0–24 \= Low Risk 25–49 \= Moderate Risk 50–74 \= High Risk 75–100 \= Critical Risk B. Payment Risk Factors Add points for: first payout request: \+5 failed KYC: \+25 chargeback filed: \+35 multiple refunded sessions: \+20 card mismatch / billing anomaly: \+15 rapid transaction spikes: \+20 unusual country/device mismatch: \+15 C. Behavioral Risk Factors Add points for: repeated cancellations: \+10 repeated no-shows: \+10 multiple abuse reports: \+20 off-platform solicitation language: \+30 suspicious messaging patterns: \+20 account age under 14 days: \+10 many logins from rotating IPs: \+20 D. AI / Content Risk Factors Add points for: flagged harmful or biased language: \+20 prohibited content detection: \+25 privacy-sensitive data pasted into AI tools: \+20 repeated moderation triggers: \+20 attempts to override AI safeguards: \+25 E. Risk Actions by Score Low normal access Moderate monitoring payout review before release High manual review temporary payout hold limit bookings / promotions / referrals Critical immediate suspension freeze funds escalate to legal/compliance F. Risk Reduction Factors Subtract points for: completed KYC: \-10 verified identity \+ banking history: \-10 clean history over 90 days: \-10 strong completion rate / low dispute rate: \-10 manual admin clearance: \-10

4\) TERMS FOR INTERNATIONAL USERS

EU / UK / Canada Expansion Addendum Add this as an international section in your Terms and Privacy Policy. A. International Use Notice Sessionly is operated from the United States. By using the platform from outside the U.S., users acknowledge that their data may be transferred to, processed in, and stored in the United States and other jurisdictions. B. EU / EEA / UK Data Rights Users in the EU/EEA/UK have rights to: access their data correct inaccurate data erase data restrict processing object to certain processing portability withdraw consent Include a contact email for privacy requests. C. Legal Basis for Processing For EU/UK users, Sessionly processes data under: contract necessity legitimate interests consent legal obligations D. International Transfers Where required, Sessionly may rely on: Standard Contractual Clauses equivalent safeguards vendor contractual commitments E. Canada Privacy Addendum State that Canadian users may have rights under applicable provincial/federal privacy laws and may request access/correction/deletion where applicable. F. Consumer Protection / Local Law Savings Clause Nothing in these Terms is intended to limit any non-waivable rights available to consumers under applicable law in their jurisdiction. This protects enforceability internationally. G. Taxes / VAT / GST For international users: prices may exclude VAT/GST unless stated Sessionly may collect or remit indirect taxes where required users remain responsible for taxes applicable to their own income/services

5\) STRONG DISCLAIMER: EXPERT OPINIONS BELONG TO EXPERTS ONLY

This should appear in: Terms of Service Expert Agreement Student booking flow Checkout flow Help/FAQ Recommended clause Expert Content and Opinions Disclaimer. All opinions, advice, statements, recommendations, responses, materials, and services provided by Experts on or through Sessionly are solely those of the individual Expert and not of Sessionly. Sessionly does not create, direct, control, endorse, adopt, verify, or guarantee any Expert content, statement, or recommendation. Sessionly is a neutral technology platform only and shall have no responsibility or liability whatsoever for any Expert’s words, conduct, services, omissions, advice, or outcomes. Any reliance on Expert content is solely at the user’s own risk.

6\) IMPLEMENTATION RECOMMENDATION

Where these should appear in the product Student side signup checkbox booking confirmation checkbox checkout disclaimer recording consent modal AI usage disclaimer Expert side onboarding legal acceptance payout/hold disclaimer AI disclaimer contractor status acknowledgment insurance acknowledgment Admin side enforcement dashboard risk score panel payout hold tools audit logs reason codes and templates

7\) WHAT I RECOMMEND YOU BUILD NEXT

The next smartest step is to turn this into: Website legal pages frontend checkbox/modals copy admin enforcement SOP internal trust & safety playbook

DOCUMENT 3 — Master Platform Agreement (Part 1\)

Verbatim source file: Sessionly TERMS OF SERVICE (MASTER PLATFORM AGREEMENT) (1).docx

Below is a comprehensive, attorney-grade draft tailored for Sessionly as a marketplace/platform for mentors, tutors, coaches, advisors, and consultants. This is structured so you can hand it to legal counsel for final review, but it is already aligned with best practices for risk mitigation, liability shielding, IP protection, moderation, and platform governance.

SESSIONLY – MASTER LEGAL FRAMEWORK

(Terms of Service \+ User Agreement \+ Provider Policy \+ Risk & Compliance Controls)

1\. TERMS OF SERVICE (MASTER PLATFORM AGREEMENT)

1.1 Acceptance of Terms

By accessing or using Sessionly (“Platform”), you agree to be bound by these Terms. If you do not agree, you may not use the Platform. You represent that: You are at least 18 years old (or have verified parental consent) You have authority to enter into this agreement You will comply with all applicable laws

1.2 Nature of the Platform (CRITICAL LIABILITY CLAUSE)

Sessionly is a technology platform and marketplace that connects users with independent mentors, tutors, coaches, advisors, and consultants (“Providers”). Sessionly:

Does NOT provide professional advice

Does NOT employ Providers

Does NOT guarantee outcomes

Is NOT responsible for the accuracy of advice

All services are provided by independent third parties.

1.3 No Professional Advice Disclaimer (VERY IMPORTANT)

The Platform may include discussions related to: Business Finance Career Education Wellness Personal development Sessionly explicitly disclaims: Medical advice Legal advice Financial/investment advice Tax advice Mental health diagnosis or treatment Users must consult licensed professionals where appropriate.

1.4 User Accounts

Users agree to: Provide accurate information Maintain account security Not share credentials Sessionly reserves the right to: Suspend or terminate accounts Verify identity Remove users at its discretion

1.5 Payments & Fees

Payments processed via third parties (e.g., Stripe) Sessionly may charge service/platform fees Refund policies governed by Sessionly \+ Provider rules Sessionly is not responsible for: Payment disputes between users and Providers (beyond platform policies)

1.6 Session Conduct & Recording

Users agree that: Sessions may be recorded (if enabled) Recording requires consent where legally required Recordings may be used for: Dispute resolution Safety review Quality control

1.7 Prohibited Conduct

Users may NOT: Engage in harassment, racism, hate speech, or discrimination Use sexually explicit or abusive language Impersonate others Share illegal content Provide unauthorized professional services Exploit minors Circumvent platform payments Violation may result in: Immediate suspension Permanent ban Legal action

1.8 Intellectual Property

All platform content, branding, and technology are owned by Sessionly. Users grant Sessionly: A limited license to use uploaded content for: Platform operation Marketing (if consented) Improvement of services

1.9 User-Generated Content

Users are solely responsible for content they create. Sessionly reserves the right to: Remove content Moderate content Suspend accounts

1.10 Privacy & Data Use

Data is handled per the Privacy Policy. Sessionly implements: Encryption Access controls Security monitoring However: No system is 100% secure Users assume inherent risk

1.11 Limitation of Liability (CRITICAL)

To the fullest extent permitted by law: Sessionly shall NOT be liable for: Indirect or consequential damages Loss of income or opportunity Advice given by Providers User interactions Maximum liability \= amount paid to Sessionly in last 12 months

1.12 Indemnification

Users agree to indemnify Sessionly against: Claims arising from their conduct Violations of law Misuse of the platform

1.13 Dispute Resolution

Governed by California law Mandatory binding arbitration No class actions

1.14 Termination

Sessionly may suspend or terminate any account at its sole discretion.

2\. PROVIDER (EXPERT) AGREEMENT

2.1 Independent Contractor Status

Providers are: Independent contractors Not employees, agents, or representatives of Sessionly

2.2 Provider Responsibilities

Providers must: Deliver services professionally Maintain required credentials Comply with laws Avoid misrepresentation

2.3 Prohibited Services

Providers may NOT: Offer medical, legal, or regulated services without license Provide unsafe or harmful advice Engage in harassment or discrimination

2.4 Insurance Requirement (IMPORTANT)

Providers may be required to maintain: Professional liability insurance (E\&O) General liability (if applicable)

2.5 Indemnification by Providers

Providers agree to indemnify Sessionly for: Claims arising from their services Negligence or misconduct Licensing violations

2.6 Content & IP

Providers grant Sessionly rights to: Display profiles Use content for marketing (non-exclusive)

2.7 Payments

Providers are responsible for taxes Sessionly may deduct platform fees Payouts processed via third parties

2.8 Termination

Sessionly may remove Providers for: Poor conduct Policy violations Risk concerns

3\. CLIENT / STUDENT POLICY

Users agree to: Respect Providers Not record sessions without consent Not misuse platform services Not demand illegal or unethical services

4\. COMMUNITY STANDARDS & CONDUCT POLICY

Zero tolerance for: Sexual harassment Racism / discrimination Hate speech Threats or abuse Sessionly may: Investigate complaints Suspend accounts Report illegal behavior

5\. DATA PRIVACY & SECURITY POLICY

Sessionly commits to: Industry-standard encryption Secure cloud infrastructure (AWS) Access control policies If applicable: HIPAA compliance for healthcare integrations Data minimization principles Incident response plan

6\. CYBER & DATA BREACH RESPONSE POLICY

In case of breach: Immediate containment Investigation User notification (as required by law) Regulatory reporting (California / FTC / etc.)

7\. INTELLECTUAL PROPERTY & TRADEMARK POLICY

Sessionly enforces: Trademark protection Copyright compliance DMCA takedown procedures Repeat offenders may be banned.

8\. PAYMENT & REFUND POLICY

Refunds may be granted based on: No-show Technical failure Provider misconduct Sessionly has final discretion.

9\. MINORS POLICY (IMPORTANT RISK AREA)

Users under 18 require parental consent Providers must not engage in inappropriate conduct Enhanced monitoring may apply

10\. AI & AUTOMATION POLICY (FOR SESSIONLY FEATURES)

Sessionly may use AI for: Matching users Transcriptions Recommendations Sessionly does NOT guarantee: Accuracy of AI outputs

11\. RISK DISCLOSURE

Users acknowledge risks including: Miscommunication Poor advice Technical failures Data risks

12\. PLATFORM SAFETY & REPORTING

Users may report: Abuse Fraud Misconduct Sessionly may: Review recordings Investigate claims Take enforcement action

13\. FORCE MAJEURE

Sessionly is not liable for: System outages Cloud failures (AWS) Events beyond control

14\. MODIFICATIONS

Sessionly may update terms at any time. Continued use \= acceptance.

ADDITIONAL RISK MITIGATION (STRATEGIC – NOT JUST LEGAL TEXT)

To truly protect Sessionly (this is what most platforms miss):

1\. Mandatory Provider Onboarding Controls

Identity verification Credential validation Category restrictions (no medical/legal unless insured)

2\. Session Monitoring Framework

Optional recording AI moderation flags Keyword detection (harassment, abuse)

3\. Insurance Alignment

Your policies must align with your terms: Tech E\&O Cyber Media liability D\&O

EPLI

4\. High-Risk Category Restrictions

Strongly consider: Blocking medical/legal advice entirely at launch Or requiring licensed \+ insured providers

5\. Payment Protection

Escrow logic Anti-fraud monitoring Chargeback defense

MOST IMPORTANT CLAUSES (DO NOT REMOVE)

If you remember nothing else, protect these: “Sessionly is NOT the provider of services” “No professional advice” “Independent contractor clause” “Limitation of liability” “Indemnification” “Arbitration / no class action”

NEXT STEP (HIGHLY RECOMMENDED)

I can take this further and:

Convert this into a website-ready formatted Terms page

Draft Privacy Policy \+ Cookie Policy (GDPR/CCPA compliant)

Create Provider onboarding legal packet (agreements \+ insurance requirements)

Build Risk \+ Compliance checklist aligned with your AWS \+ AI architecture

Align this with your insurance underwriting submission (VERY powerful)

Just tell me: 👉 “Make it website-ready” or 👉 “Add Privacy \+ Cookie \+ GDPR/CCPA” or 👉 “Create Provider onboarding packet”

DOCUMENT 4 — Master Platform Agreement (Part 2\)

Verbatim source file: Sessionly TERMS OF SERVICE (MASTER PLATFORM AGREEMENT) (2).docx

Below is a comprehensive, attorney-grade draft tailored for Sessionly as a marketplace/platform for mentors, tutors, coaches, advisors, and consultants. This is structured so you can hand it to legal counsel for final review, but it is already aligned with best practices for risk mitigation, liability shielding, IP protection, moderation, and platform governance.

SESSIONLY – MASTER LEGAL FRAMEWORK

(Terms of Service \+ User Agreement \+ Provider Policy \+ Risk & Compliance Controls)

1\. TERMS OF SERVICE (MASTER PLATFORM AGREEMENT)

1.1 Acceptance of Terms

By accessing or using Sessionly (“Platform”), you agree to be bound by these Terms. If you do not agree, you may not use the Platform. You represent that: You are at least 18 years old (or have verified parental consent) You have authority to enter into this agreement You will comply with all applicable laws

1.2 Nature of the Platform (CRITICAL LIABILITY CLAUSE)

Sessionly is a technology platform and marketplace that connects users with independent mentors, tutors, coaches, advisors, and consultants (“Providers”). Sessionly:

Does NOT provide professional advice

Does NOT employ Providers

Does NOT guarantee outcomes

Is NOT responsible for the accuracy of advice

All services are provided by independent third parties.

1.3 No Professional Advice Disclaimer (VERY IMPORTANT)

The Platform may include discussions related to: Business Finance Career Education Wellness Personal development Sessionly explicitly disclaims: Medical advice Legal advice Financial/investment advice Tax advice Mental health diagnosis or treatment Users must consult licensed professionals where appropriate.

1.4 User Accounts

Users agree to: Provide accurate information Maintain account security Not share credentials Sessionly reserves the right to: Suspend or terminate accounts Verify identity Remove users at its discretion

1.5 Payments & Fees

Payments processed via third parties (e.g., Stripe) Sessionly may charge service/platform fees Refund policies governed by Sessionly \+ Provider rules Sessionly is not responsible for: Payment disputes between users and Providers (beyond platform policies)

1.6 Session Conduct & Recording

Users agree that: Sessions may be recorded (if enabled) Recording requires consent where legally required Recordings may be used for: Dispute resolution Safety review Quality control

1.7 Prohibited Conduct

Users may NOT: Engage in harassment, racism, hate speech, or discrimination Use sexually explicit or abusive language Impersonate others Share illegal content Provide unauthorized professional services Exploit minors Circumvent platform payments Violation may result in: Immediate suspension Permanent ban Legal action

1.8 Intellectual Property

All platform content, branding, and technology are owned by Sessionly. Users grant Sessionly: A limited license to use uploaded content for: Platform operation Marketing (if consented) Improvement of services

1.9 User-Generated Content

Users are solely responsible for content they create. Sessionly reserves the right to: Remove content Moderate content Suspend accounts

1.10 Privacy & Data Use

Data is handled per the Privacy Policy. Sessionly implements: Encryption Access controls Security monitoring However: No system is 100% secure Users assume inherent risk

1.11 Limitation of Liability (CRITICAL)

To the fullest extent permitted by law: Sessionly shall NOT be liable for: Indirect or consequential damages Loss of income or opportunity Advice given by Providers User interactions Maximum liability \= amount paid to Sessionly in last 12 months

1.12 Indemnification

Users agree to indemnify Sessionly against: Claims arising from their conduct Violations of law Misuse of the platform

1.13 Dispute Resolution

Governed by California law Mandatory binding arbitration No class actions

1.14 Termination

Sessionly may suspend or terminate any account at its sole discretion.

2\. PROVIDER (EXPERT) AGREEMENT

2.1 Independent Contractor Status

Providers are: Independent contractors Not employees, agents, or representatives of Sessionly

2.2 Provider Responsibilities

Providers must: Deliver services professionally Maintain required credentials Comply with laws Avoid misrepresentation

2.3 Prohibited Services

Providers may NOT: Offer medical, legal, or regulated services without license Provide unsafe or harmful advice Engage in harassment or discrimination

2.4 Insurance Requirement (IMPORTANT)

Providers may be required to maintain: Professional liability insurance (E\&O) General liability (if applicable)

2.5 Indemnification by Providers

Providers agree to indemnify Sessionly for: Claims arising from their services Negligence or misconduct Licensing violations

2.6 Content & IP

Providers grant Sessionly rights to: Display profiles Use content for marketing (non-exclusive)

2.7 Payments

Providers are responsible for taxes Sessionly may deduct platform fees Payouts processed via third parties

2.8 Termination

Sessionly may remove Providers for: Poor conduct Policy violations Risk concerns

3\. CLIENT / STUDENT POLICY

Users agree to: Respect Providers Not record sessions without consent Not misuse platform services Not demand illegal or unethical services

4\. COMMUNITY STANDARDS & CONDUCT POLICY

Zero tolerance for: Sexual harassment Racism / discrimination Hate speech Threats or abuse Sessionly may: Investigate complaints Suspend accounts Report illegal behavior

5\. DATA PRIVACY & SECURITY POLICY

Sessionly commits to: Industry-standard encryption Secure cloud infrastructure (AWS) Access control policies If applicable: HIPAA compliance for healthcare integrations Data minimization principles Incident response plan

6\. CYBER & DATA BREACH RESPONSE POLICY

In case of breach: Immediate containment Investigation User notification (as required by law) Regulatory reporting (California / FTC / etc.)

7\. INTELLECTUAL PROPERTY & TRADEMARK POLICY

Sessionly enforces: Trademark protection Copyright compliance DMCA takedown procedures Repeat offenders may be banned.

8\. PAYMENT & REFUND POLICY

Refunds may be granted based on: No-show Technical failure Provider misconduct Sessionly has final discretion.

9\. MINORS POLICY (IMPORTANT RISK AREA)

Users under 18 require parental consent Providers must not engage in inappropriate conduct Enhanced monitoring may apply

10\. AI & AUTOMATION POLICY (FOR SESSIONLY FEATURES)

Sessionly may use AI for: Matching users Transcriptions Recommendations Sessionly does NOT guarantee: Accuracy of AI outputs

11\. RISK DISCLOSURE

Users acknowledge risks including: Miscommunication Poor advice Technical failures Data risks

12\. PLATFORM SAFETY & REPORTING

Users may report: Abuse Fraud Misconduct Sessionly may: Review recordings Investigate claims Take enforcement action

13\. FORCE MAJEURE

Sessionly is not liable for: System outages Cloud failures (AWS) Events beyond control

14\. MODIFICATIONS

Sessionly may update terms at any time. Continued use \= acceptance.

ADDITIONAL RISK MITIGATION (STRATEGIC – NOT JUST LEGAL TEXT)

To truly protect Sessionly (this is what most platforms miss):

1\. Mandatory Provider Onboarding Controls

Identity verification Credential validation Category restrictions (no medical/legal unless insured)

2\. Session Monitoring Framework

Optional recording AI moderation flags Keyword detection (harassment, abuse)

3\. Insurance Alignment

Your policies must align with your terms: Tech E\&O Cyber Media liability D\&O

EPLI

4\. High-Risk Category Restrictions

Strongly consider: Blocking medical/legal advice entirely at launch Or requiring licensed \+ insured providers

5\. Payment Protection

Escrow logic Anti-fraud monitoring Chargeback defense

MOST IMPORTANT CLAUSES (DO NOT REMOVE)

If you remember nothing else, protect these: “Sessionly is NOT the provider of services” “No professional advice” “Independent contractor clause” “Limitation of liability” “Indemnification” “Arbitration / no class action”

NEXT STEP (HIGHLY RECOMMENDED)

I can take this further and:

Convert this into a website-ready formatted Terms page

Draft Privacy Policy \+ Cookie Policy (GDPR/CCPA compliant)

Create Provider onboarding legal packet (agreements \+ insurance requirements)

Build Risk \+ Compliance checklist aligned with your AWS \+ AI architecture

Align this with your insurance underwriting submission (VERY powerful)

Just tell me: 👉 “Make it website-ready” or 👉 “Add Privacy \+ Cookie \+ GDPR/CCPA” or 👉 “Create Provider onboarding packet”

DOCUMENT 5 — Reward, Affiliate & Referral Program Terms

Verbatim source file: SESSIONLY REWARD, AFFILIATE & REFERRAL PROGRAM TERMS.docx

Below is a production-ready, legally structured, and risk-protective agreement for Sessionly’s Reward, Affiliate, and Referral Program. It is written to maximize protection for Sessionly, its owners, stakeholders, and platform, while remaining clear and enforceable.

SESSIONLY REWARD, AFFILIATE & REFERRAL PROGRAM TERMS

(“Program Terms”) Effective Date: \[Insert Date\] Last Updated: \[Insert Date\]

1\. OVERVIEW

These Reward, Affiliate, and Referral Program Terms (“Program Terms”) govern participation in Sessionly’s promotional programs (collectively, the “Program”). By participating, you (“Participant,” “You”) agree to be bound by: These Program Terms Sessionly Terms of Service Sessionly Privacy Policy If you do not agree, you may not participate.

2\. PROGRAM DESCRIPTION

Sessionly may offer one or more of the following:

2.1 Referral Program

Earn rewards for referring new users to Sessionly.

2.2 Affiliate Program

Earn commissions or incentives for promoting Sessionly via approved channels.

2.3 Reward Program

Earn points, credits, or benefits for platform engagement, transactions, or promotions.

3\. ELIGIBILITY

To participate, you must: Be at least 18 years old Have a valid Sessionly account Comply with all applicable laws Sessionly reserves the right to: Approve or reject participants Remove participants at its sole discretion

4\. REFERRAL TERMS

4.1 Qualified Referral

A referral is considered valid only if: The referred user is new to Sessionly The user signs up through your referral link/code The user completes required actions (e.g., booking, payment)

4.2 Reward Conditions

Rewards are granted only after: Verification of referral authenticity Completion of qualifying actions Sessionly may: Delay rewards for fraud checks Withhold rewards pending review

5\. AFFILIATE TERMS

5.1 Promotion Requirements

Affiliates must: Promote Sessionly truthfully Not make misleading claims Not impersonate Sessionly

5.2 Prohibited Marketing

Affiliates may NOT: Use spam or unsolicited messaging Bid on Sessionly trademarks in ads (unless approved) Create fake accounts or referrals Misrepresent earnings or services

5.3 Commission Structure

Commissions may vary Paid only after validation Subject to clawback if fraud detected

6\. REWARD POINTS SYSTEM

6.1 Points Usage

Points may be used for: Discounts Credits Promotional benefits ⚠️ 6.2 Expiration of Points (CRITICAL) Points may expire after a specified period Expiration rules may change at any time Expired points have no value ⚠️ 6.3 Non-Transferability Points and rewards are: Non-transferable Non-exchangeable Not redeemable for cash ⚠️ 6.4 No Monetary Value Points and rewards: Have no cash value Are not property rights Do not constitute earned income unless explicitly stated

7\. PAYMENT & REWARD DISTRIBUTION

Sessionly may: Delay payouts Set minimum payout thresholds Reverse rewards if necessary Sessionly is not responsible for: Payment processor delays Banking issues

8\. FRAUD, ABUSE & MANIPULATION (CRITICAL PROTECTION)

Prohibited Activities:

Self-referrals Fake accounts Multiple account abuse Automated scripts/bots Referral farming Coordinated manipulation ⚠️ Enforcement Actions: Sessionly may, at its sole discretion: Disqualify participants Cancel rewards Suspend or terminate accounts Reverse payouts Take legal action

9\. AUDIT & VERIFICATION RIGHTS

Sessionly reserves the right to: Audit accounts and activity Verify identity and referrals Request documentation Failure to comply may result in: Disqualification Forfeiture of rewards

10\. TAXES

Participants are solely responsible for: Reporting income Paying taxes Sessionly may: Issue tax forms (e.g., 1099\) Withhold payments where required by law

11\. INTELLECTUAL PROPERTY

Participants may not: Use Sessionly branding without permission Modify or misuse trademarks All Sessionly IP remains owned by Sessionly.

12\. LIMITATION OF LIABILITY (VERY IMPORTANT)

To the fullest extent permitted by law: Sessionly shall NOT be liable for: Lost earnings or commissions Program interruptions Errors in tracking or attribution Technical failures All rewards are provided “as-is” without guarantees.

13\. DISCLAIMER OF WARRANTIES

Sessionly makes no guarantees regarding: Earnings potential Program availability Reward value Participation is at your own risk.

14\. TERMINATION & MODIFICATION (CRITICAL CLAUSE)

⚠️ Sessionly reserves the absolute right to: Modify Program Terms Change reward structures Adjust pricing or incentives Suspend or terminate the Program At any time, with or without notice.

14.1 Effect of Termination

Upon termination: All unused rewards may be forfeited No further compensation will be owed

15\. NON-EXCLUSIVITY

Participation does not create: Employment Partnership Agency relationship

16\. INDEMNIFICATION

Participants agree to indemnify Sessionly against: Claims arising from misuse of the Program Violations of law Fraudulent activity

17\. GOVERNING LAW & DISPUTES

Governed by California law Subject to binding arbitration No class actions

18\. FORCE MAJEURE

Sessionly is not liable for: System failures Third-party outages Events beyond control

19\. ENTIRE AGREEMENT

These Program Terms constitute the entire agreement regarding the Program.

FINAL RISK PROTECTION SUMMARY (WHY THIS IS STRONG)

This agreement protects Sessionly against:

Referral fraud

Commission disputes

Abuse of reward systems

Legal claims for “lost earnings”

Tax liability confusion

IP misuse

Program exploitation

Future pricing/reward changes

OPTIONAL NEXT STEP (HIGHLY RECOMMENDED)

I can now:

Turn this into 3 separate landing pages

Referral Program Page Affiliate Program Page Rewards Program Page

Create marketing copy \+ conversion funnels

Build backend reward tracking logic (points \+ commissions)

Design dashboard UI for users (earnings, referrals, points)

Just tell me: 👉 “Create landing pages \+ UI” 👉 “Build reward system backend logic” 👉 “Design affiliate dashboard”

DOCUMENT 6 — ToS Program Agreement (incl. 1:1 Session Policy, Refund Logic & AI Fraud System) (04 2026\)

Verbatim source file: ToS Program Agreement 04 2026.docx

SESSIONLY REWARD, AFFILIATE & REFERRAL PROGRAM TERMS

(“Program Terms”) Effective Date: \[Insert Date\] Last Updated: \[Insert Date\]

1\. OVERVIEW

These Reward, Affiliate, and Referral Program Terms (“Program Terms”) govern participation in Sessionly’s promotional programs (collectively, the “Program”). By participating, you (“Participant,” “You”) agree to be bound by: These Program Terms Sessionly Terms of Service Sessionly Privacy Policy If you do not agree, you may not participate.

2\. PROGRAM DESCRIPTION

Sessionly may offer one or more of the following:

2.1 Referral Program

Earn rewards for referring new users to Sessionly.

2.2 Affiliate Program

Earn commissions or incentives for promoting Sessionly via approved channels.

2.3 Reward Program

Earn points, credits, or benefits for platform engagement, transactions, or promotions.

3\. ELIGIBILITY

To participate, you must: Be at least 18 years old Have a valid Sessionly account Comply with all applicable laws Sessionly reserves the right to: Approve or reject participants Remove participants at its sole discretion

4\. REFERRAL TERMS

4.1 Qualified Referral

A referral is considered valid only if: The referred user is new to Sessionly The user signs up through your referral link/code The user completes required actions (e.g., booking, payment)

4.2 Reward Conditions

Rewards are granted only after: Verification of referral authenticity Completion of qualifying actions Sessionly may: Delay rewards for fraud checks Withhold rewards pending review

5\. AFFILIATE TERMS

5.1 Promotion Requirements

Affiliates must: Promote Sessionly truthfully Not make misleading claims Not impersonate Sessionly

5.2 Prohibited Marketing

Affiliates may NOT: Use spam or unsolicited messaging Bid on Sessionly trademarks in ads (unless approved) Create fake accounts or referrals Misrepresent earnings or services

5.3 Commission Structure

Commissions may vary Paid only after validation Subject to clawback if fraud detected

6\. REWARD POINTS SYSTEM

6.1 Points Usage

Points may be used for: Discounts Credits Promotional benefits ⚠️ 6.2 Expiration of Points (CRITICAL) Points may expire after a specified period Expiration rules may change at any time Expired points have no value ⚠️ 6.3 Non-Transferability Points and rewards are: Non-transferable Non-exchangeable Not redeemable for cash ⚠️ 6.4 No Monetary Value Points and rewards: Have no cash value Are not property rights Do not constitute earned income unless explicitly stated

7\. PAYMENT & REWARD DISTRIBUTION

Sessionly may: Delay payouts Set minimum payout thresholds Reverse rewards if necessary Sessionly is not responsible for: Payment processor delays Banking issues

8\. FRAUD, ABUSE & MANIPULATION (CRITICAL PROTECTION)

Prohibited Activities:

Self-referrals Fake accounts Multiple account abuse Automated scripts/bots Referral farming Coordinated manipulation ⚠️ Enforcement Actions: Sessionly may, at its sole discretion: Disqualify participants Cancel rewards Suspend or terminate accounts Reverse payouts Take legal action

9\. AUDIT & VERIFICATION RIGHTS

Sessionly reserves the right to: Audit accounts and activity Verify identity and referrals Request documentation Failure to comply may result in: Disqualification Forfeiture of rewards

10\. TAXES

Participants are solely responsible for: Reporting income Paying taxes Sessionly may: Issue tax forms (e.g., 1099\) Withhold payments where required by law

11\. INTELLECTUAL PROPERTY

Participants may not: Use Sessionly branding without permission Modify or misuse trademarks All Sessionly IP remains owned by Sessionly.

12\. LIMITATION OF LIABILITY (VERY IMPORTANT)

To the fullest extent permitted by law: Sessionly shall NOT be liable for: Lost earnings or commissions Program interruptions Errors in tracking or attribution Technical failures All rewards are provided “as-is” without guarantees.

13\. DISCLAIMER OF WARRANTIES

Sessionly makes no guarantees regarding: Earnings potential Program availability Reward value Participation is at your own risk.

14\. TERMINATION & MODIFICATION (CRITICAL CLAUSE)

⚠️ Sessionly reserves the absolute right to: Modify Program Terms Change reward structures Adjust pricing or incentives Suspend or terminate the Program At any time, with or without notice.

14.1 Effect of Termination

Upon termination: All unused rewards may be forfeited No further compensation will be owed

15\. NON-EXCLUSIVITY

Participation does not create: Employment Partnership Agency relationship

16\. INDEMNIFICATION

Participants agree to indemnify Sessionly against: Claims arising from misuse of the Program Violations of law Fraudulent activity

17\. GOVERNING LAW & DISPUTES

Governed by California law Subject to binding arbitration No class actions

18\. FORCE MAJEURE

Sessionly is not liable for: System failures Third-party outages Events beyond control

19\. ENTIRE AGREEMENT

These Program Terms constitute the entire agreement regarding the Program.

FINAL RISK PROTECTION SUMMARY (WHY THIS IS STRONG)

This agreement protects Sessionly against:

Referral fraud

Commission disputes

Abuse of reward systems

Legal claims for “lost earnings”

Tax liability confusion

IP misuse

Program exploitation

Future pricing/reward changes

OPTIONAL NEXT STEP (HIGHLY RECOMMENDED)

I can now:

Turn this into 3 separate landing pages

Referral Program Page Affiliate Program Page Rewards Program Page

Create marketing copy \+ conversion funnels

Build backend reward tracking logic (points \+ commissions)

Design dashboard UI for users (earnings, referrals, points)

Just tell me: 👉 “Create landing pages \+ UI” 👉 “Build reward system backend logic” 👉 “Design affiliate dashboard” …and I’ll take this to the next level. Yes — and this is critical for Sessionly. What you’re describing is called a “Session Policy / Service Delivery Policy”, and it’s one of the most important pieces for:

Preventing refund abuse

Avoiding disputes

Protecting against liability

⭐ Maintaining marketplace trust Below is a production-ready, legally structured policy you can plug directly into your platform.

SESSIONLY 1:1 SESSION POLICY

(Video Sessions, Cancellations, Technical Issues, Attendance)

1\. SESSION DEFINITION

A “Session” is a scheduled, time-bound interaction between a Client and a Provider conducted via Sessionly’s platform or approved integrations.

2\. SESSION START & END RULES

2.1 Start Time

Sessions begin at the scheduled time The session clock does NOT pause for late arrivals

2.2 End Time

Sessions end at the scheduled end time Overtime is not guaranteed unless mutually agreed

3\. LATE ARRIVAL POLICY

3.1 Client Late Arrival

If Client is late: Session still ends at original time No automatic extension If Client is 15+ minutes late: Provider may mark as no-show Session may be forfeited

3.2 Provider Late Arrival

If Provider is late: Client may: Continue session Request reschedule Request refund

4\. NO-SHOW POLICY

4.1 Client No-Show

If Client does not attend within 15 minutes: Session is marked as completed (no-show) No refund

4.2 Provider No-Show

If Provider does not attend within 10 minutes: Client eligible for: Full refund OR Reschedule

5\. CANCELLATION POLICY

5.1 Client Cancellation

24+ hours before session: Full refund Less than 24 hours: Partial or no refund (platform discretion)

5.2 Provider Cancellation

Provider must give reasonable notice Client receives: Full refund OR Reschedule option Repeated provider cancellations may result in: Suspension Removal from platform

6\. RESCHEDULING POLICY

Allowed up to 24 hours before session Requires mutual agreement Platform may allow limited reschedules

7\. TECHNICAL ISSUES POLICY (VERY IMPORTANT)

7.1 Platform-Side Issues (Sessionly)

If Sessionly systems fail: Full refund OR Reschedule

7.2 Provider Technical Issues

If Provider has issues (camera/audio/internet): Client may: Continue session Reschedule Request refund

7.3 Client Technical Issues

If Client has issues: Session time continues No automatic refund

7.4 Mutual Technical Failure

If both parties experience issues: Sessionly may: Review logs Offer partial/full refund Reschedule

8\. DISCONNECTION POLICY

8.1 Early Disconnection (\<25% of session)

Eligible for: Refund OR Reschedule

8.2 Mid-Session Disconnection (25–75%)

Partial refund OR Partial credit OR Resume session if possible

8.3 Late Disconnection (\>75%)

Session considered completed

9\. VIDEO / AUDIO REQUIREMENTS

Users must: Have functioning camera/microphone (if required) Maintain stable internet connection Sessionly is not responsible for: Personal device failures Internet issues outside its control

10\. SESSION RECORDING POLICY

Sessions may be recorded (if enabled) Recording requires consent where required by law Used for: Disputes Safety Quality assurance

11\. DISPUTE RESOLUTION FOR SESSIONS

If a dispute arises: Sessionly may: Review recordings Review connection logs Evaluate chat/messages Sessionly’s decision is: 👉 Final and binding

12\. ABUSE PREVENTION (IMPORTANT)

Sessionly reserves the right to: Deny refund requests if abuse is detected Limit excessive cancellations Suspend accounts for repeated disputes

13\. FORCE MAJEURE

Sessionly is not liable for: Internet outages Power failures Natural disasters Third-party service failures

14\. PLATFORM DISCRETION

Sessionly reserves the right to: Override policies in good faith Issue refunds or credits Enforce penalties

BEST PRACTICE (WHAT MOST PLATFORMS MISS)

To make this policy actually work in real life, you should implement:

Backend Tracking

Join time logs Disconnect timestamps Session duration tracking

UI Indicators

“Session started” timer Late arrival alerts Connection status

Admin Tools

Replay session logs Flag disputes Auto-classify no-shows

STRATEGIC RECOMMENDATION

I strongly recommend: 🔒 Combine this with: Terms of Service (already done) Payment/Escrow logic AI moderation (future) Insurance alignment

NEXT STEP (HIGH VALUE)

I can now:

Turn this into a clean UI page (React / Tailwind)

Integrate this into your booking flow UX (very powerful)

Create automated refund logic rules for backend

Add AI dispute detection \+ fraud prevention logic

Align this with your Stripe payment flows \+ webhook logic

Just say: 👉 “Integrate into booking flow \+ backend logic” or 👉 “Create UI page \+ user experience flow” or 👉 “Build dispute automation system” …and I’ll take this to the next level. all please: ✅ Turn this into a clean UI page (React / Tailwind) ✅ Integrate this into your booking flow UX (very powerful) ✅ Create automated refund logic rules for backend ✅ Add AI dispute detection \+ fraud prevention logic ✅ Align this with your Stripe payment flows \+ webhook logic ....... 👉 “Integrate into booking flow \+ backend logic” or 👉 “Create UI page \+ user experience flow” or 👉 “Build dispute automation system” Absolutely — this is where Sessionly becomes enterprise-grade. I’m going to give you a fully engineered, production-level framework for both:

PART 1: AUTOMATED REFUND LOGIC ENGINE (BACKEND)

This is your deterministic decision system — it ensures: consistency legal defensibility reduced manual workload protection against refund abuse

1\. CORE INPUT DATA MODEL

Every session must capture: Session { id clientId providerId startTime endTime scheduledDuration clientJoinTime providerJoinTime disconnectEvents\[\] // timestamps totalConnectedDuration cancellationTime cancelledBy // client | provider | system technicalFlags { platformFailure: boolean providerIssue: boolean clientIssue: boolean } disputeFiled: boolean }

2\. SESSION OUTCOME CLASSIFICATION ENGINE

function classifySession(session) { if (\!session.clientJoinTime) return "NO\_SHOW\_CLIENT"; if (\!session.providerJoinTime) return "NO\_SHOW\_PROVIDER"; const usage \= session.totalConnectedDuration / session.scheduledDuration; if (usage \< 0.25) return "EARLY\_TERMINATION"; if (usage \< 0.75) return "PARTIAL\_SESSION"; return "COMPLETED"; }

3\. REFUND RULE MATRIX (CORE LOGIC)

4\. REFUND CALCULATION ENGINE

function calculateRefund(session) { const outcome \= classifySession(session); if (session.technicalFlags.platformFailure) { return { refund: 100, reason: "PLATFORM\_FAILURE" }; } if (outcome \=== "NO\_SHOW\_PROVIDER") { return { refund: 100, reason: "PROVIDER\_NO\_SHOW" }; } if (outcome \=== "NO\_SHOW\_CLIENT") { return { refund: 0, reason: "CLIENT\_NO\_SHOW" }; } if (outcome \=== "EARLY\_TERMINATION") { return { refund: 100, reason: "EARLY\_END" }; } if (outcome \=== "PARTIAL\_SESSION") { return { refund: 50, reason: "PARTIAL\_USAGE" }; } if (outcome \=== "COMPLETED") { return { refund: 0, reason: "COMPLETED" }; } return { refund: 0 }; }

5\. CANCELLATION LOGIC (PRE-SESSION)

function cancellationRefund(hoursBefore, cancelledBy) { if (cancelledBy \=== "provider") { return 100; } if (hoursBefore \>= 24\) return 100; if (hoursBefore \>= 12\) return 50; return 0; }

6\. EDGE CASE HANDLER (IMPORTANT)

function adjustForEdgeCases(session, baseRefund) { if (session.disputeFiled) { return "MANUAL\_REVIEW"; } if (session.disconnectEvents.length \> 3\) { return { refund: 75, reason: "UNSTABLE\_CONNECTION" }; } return baseRefund; }

7\. FINAL DECISION PIPELINE

function processRefund(session) { const base \= calculateRefund(session); const adjusted \= adjustForEdgeCases(session, base); return adjusted; }

PART 2: AI DISPUTE DETECTION & FRAUD PREVENTION SYSTEM

This is your intelligence layer — prevents abuse and flags risk.

1\. USER RISK PROFILE MODEL

UserRiskProfile { userId totalSessions cancellations refundsRequested refundsGranted noShows disputeCount avgSessionCompletionRate fraudScore // dynamic }

⚠ 2\. FRAUD SIGNALS (CORE FEATURES)

🚩 Behavioral Signals High refund rate (\>30%) Frequent cancellations Repeated “technical issues” Many short sessions 🚩 Pattern Signals Same user \+ multiple providers → refunds Same device/IP across accounts Repeated disputes with similar reasons 🚩 Provider Abuse Signals High complaint rate Low completion rate Frequent disconnects

3\. FRAUD SCORING ENGINE

function calculateFraudScore(profile) { let score \= 0; if (profile.refundsRequested \> 5\) score \+= 2; if (profile.cancellations \> 5\) score \+= 1; if (profile.noShows \> 3\) score \+= 2; if (profile.avgSessionCompletionRate \< 0.5) score \+= 2; return score; }

4\. RISK LEVEL CLASSIFICATION

function getRiskLevel(score) { if (score \>= 5\) return "HIGH"; if (score \>= 3\) return "MEDIUM"; return "LOW"; }

5\. AUTOMATED ACTION ENGINE

function enforceRiskPolicy(user, refundDecision) { const score \= calculateFraudScore(user); const risk \= getRiskLevel(score); if (risk \=== "HIGH") { return { action: "BLOCK\_REFUND", reason: "FRAUD\_RISK" }; } if (risk \=== "MEDIUM") { return { action: "LIMIT\_REFUND", refund: refundDecision.refund \* 0.5 }; } return refundDecision; }

6\. AI DISPUTE CLASSIFIER (NEXT LEVEL)

You can later plug in OpenAI to analyze: chat logs transcripts complaint text Example: async function analyzeDispute(text) { // classify: // \- technical issue // \- provider misconduct // \- client abuse // \- fraud attempt return "TECHNICAL\_VALID"; }

7\. DISPUTE DECISION PIPELINE

function disputeEngine(session, userProfile) { const refund \= processRefund(session); const finalDecision \= enforceRiskPolicy(userProfile, refund); return finalDecision; }

FINAL SYSTEM ARCHITECTURE

Layer 1: Deterministic Rules session classification refund logic Layer 2: Risk Scoring behavioral patterns fraud detection Layer 3: AI Intelligence (optional but powerful) dispute reasoning language analysis

WHY THIS IS POWERFUL

This system gives you:

Consistent legal enforcement

Protection against refund abuse

Scalable operations

Insurance-friendly risk controls

Investor-grade infrastructure

NEXT STEP (HIGH IMPACT)

I can now build: 🔧 Full Backend API (Node \+ MongoDB) endpoints for sessions, refunds, disputes Stripe integration auth \+ roles

AI Dispute Analyzer (plug-and-play)

GPT-powered classification moderation scoring

Admin Dashboard

fraud monitoring dispute resolution UI refund overrides Just tell me: 👉 “Build backend API” 👉 “Create admin dashboard” 👉 “Add AI dispute analyzer live system” …and I’ll take this to full production level. Here’s the insurance and risk plan I’d use for Sessionly as an online platform for mentors, tutors, coaches, advisors, and consultants. Bottom line For Sessionly, the core stack is not just Cyber \+ General Liability \+ BOP. The stronger structure is: Tech E\&O / Professional Liability Cyber Liability / Privacy & Network Security Media Liability Management Liability D\&O for founders, officers, board, shareholders EPLI for sexual harassment, discrimination, racism, retaliation, wrongful termination BOP / General Liability / Property Crime / Social Engineering / Funds Transfer Fraud Workers’ Comp if you have California employees Contractual risk transfer for freelancers, mentors, tutors, coaches, and advisors That is because Sessionly has a mixed exposure: software platform risk, user-generated content risk, privacy risk, advice/professional-services risk, employment risk, and executive/shareholder risk. General liability by itself does not solve most of those exposures, and cyber is usually a separate line because most general liability and property policies do not cover cyber risk. (NAIC) The biggest risk buckets for Sessionly

1\) Wrong advice / professional harm

If a mentor, tutor, coach, advisor, or consultant gives harmful, negligent, misleading, or incomplete advice, the claimant may sue the individual, the platform, or both. For a platform like Sessionly, this is the single most important reason to buy Technology E\&O / Professional Liability. Beazley’s MediaTech form specifically combines technology and professional liability for tech and businessservices companies, which is very close to Sessionly’s profile. (Beazley)

2\) Data breach / privacy / cyberattack

You are collecting account data, communications, payment data, maybe recordings, maybe notes, maybe sensitive personal data. Cyber insurance is designed to help with breach response, investigation, legal costs, notification, business interruption, and related costs. Travelers notes cyber insurance helps cover costs associated with data breaches and cyberattacks, and the FTC’s business guidance emphasizes having a response plan and checking whether HIPAA or the FTC Health Breach Notification Rule applies after a breach. (Travelers)

3\) HIPAA / health-adjacent risk

You wrote “HIIPA,” but the correct acronym is HIPAA. HIPAA does not automatically apply just because people talk about health or wellness on a platform. It applies when Sessionly is acting for a covered entity or business associate and is creating, receiving, maintaining, or transmitting PHI on that entity’s behalf. HHS says a business associate is a person or entity performing certain functions involving PHI for a covered entity, and covered entities/business associates need BAAs and safeguards. HHS also warns that tracking technologies on regulated websites/apps can implicate HIPAA. (HHS.gov) Practical read for Sessionly: If Sessionly is only serving general mentoring/tutoring/coaching, HIPAA may not apply. If Sessionly is used by licensed healthcare providers, behavioral health practices, telehealth, or wellness programs run through covered entities, then HIPAA risk becomes real fast. In that case you need HIPAA-ready vendors, BAAs, audit logs, role-based access, encryption, and a cyber/E\&O carrier comfortable with health data. (HHS.gov)

4\) Sexual harassment, racism, foul language, user misconduct

You have two different exposures here: A. Employment-side exposure — your own staff, managers, recruiters, executives, contractors acting like employees That is EPLI territory. Chubb and The Hartford both describe EPLI as protection for claims like harassment, discrimination, retaliation, and wrongful termination. EEOC guidance also makes clear employers cannot harass or discriminate based on protected traits. (Chubb) B. Platform/community exposure — misconduct by mentors, tutors, coaches, students, clients, or users on Sessionly This is not solved by EPLI. You need: strong Terms of Use and Community Standards code of conduct moderation, reporting, suspension, and evidence-retention workflows content/media liability coverage contractual indemnities from providers possibly abuse/molestation or special misconduct review with your broker if minors are involved Media liability is relevant because online platform claims can involve defamation, privacy invasion, product disparagement, copyright/trademark infringement, and misuse of name/likeness. Beazley’s media liability materials expressly reference those kinds of claims. (Beazley)

5\) Founder, officer, board, and shareholder liability

If Sessionly has investors, advisors, a board, cap-table tension, fundraising, or future M\&A ambitions, D\&O is important. NAIC defines D\&O as coverage protecting directors and officers from liability arising from professional duties on behalf of the corporation, and Hartford notes D\&O is often paired with indemnification to protect leadership and the company itself. (NAIC) This matters for: shareholder allegations mismanagement claims fundraising disclosure disputes cap-table conflict fiduciary-duty allegations insolvency or creditor pressure claims tied to privacy or AI governance failures What coverage Sessionly should buy Tier 1: Must-have now

1\) Technology E\&O / Professional Liability

Buy this first. It should be written for a technology platform / SaaS / marketplace / business services profile, not a plain vanilla consultant policy. Ask for: technology services and platform operations negligent service delivery failure of software / downtime / implementation issues professional services by Sessionly staff vicarious liability for service providers where possible wrongful acts in advice-facilitating workflows contractual liability carve-backs where available worldwide territory if you have global users Be careful: some forms exclude broad contract liability. Beazley’s application materials show contractual-liability exclusions are a real issue unless the form gives carve-backs. (Beazley)

2\) Cyber Liability / Privacy & Network Security

Buy either stand-alone cyber or a strong cyber tower. Ask for: breach response privacy liability network security liability digital forensics legal/coaching panel notification / credit monitoring cyber extortion / ransomware business interruption and contingent business interruption dependent business interruption for AWS / cloud / key vendors reputational harm/public relations if available PCI and regulatory coverage where available Cyber policies are highly customized, which NAIC highlights, so policy wording matters a lot.

(NAIC)

3\) Media Liability

Because Sessionly has profiles, listings, recordings, messages, reviews, testimonials, marketing content, training content, maybe blog/social assets, and maybe AI-generated content. Ask for: defamation / libel / slander invasion of privacy copyright / trademark infringement misappropriation of name or likeness product disparagement negligence in content publishing This is the best insurance answer to “foul language,” “racism,” reputational content disputes, and many trademark/content fights that do not fit neatly into cyber or GL. (Beazley) Tier 2: Must-have if you have employees, investors, or scale

4\) D\&O

Needed once you have a corporation with real officers, a board, investors, or fundraising plans. Ask for: Side A/B/C private company form securities/debt/financing claim review insured-vs-insured carve-backs advancement of defense costs run-off options awareness for future transaction planning

5\) EPLI

Needed once you hire or manage people. It covers harassment, discrimination, retaliation, wrongful termination, and related employment claims. In California, this is especially important because harassment-prevention expectations are concrete and training is required. The California Civil Rights Department says employees must be retrained every two years, with 1 hour for nonsupervisory employees and 2 hours for supervisors. (NAIC)

6\) Crime / Social Engineering / Funds Transfer Fraud

This is very important if you move funds, pay freelancers, or have finance/admin staff. Travelers specifically notes fidelity/crime coverage can address threats such as funds transfer fraud, computer fraud, and social engineering fraud. Do not assume cyber automatically covers payment fraud. (Travelers) Tier 3: Foundation policies

7\) BOP / General Liability

Useful, but not your core protection. BOP typically bundles general liability, commercial property, and business income. It helps with classic premises and office risks, not platform negligence or most cyber events. Hartford states a BOP includes GL, property, and business income components. (The Hartford)

8\) Workers’ Compensation

If you have at least one California employee, workers’ comp is generally mandatory. The Hartford states California businesses with at least one part-time or full-time employee must obtain workers’ compensation insurance. (The Hartford) Cost analysis for Sessionly I can give you a budgeting framework, but not a responsible exact premium without underwriting data such as revenue, payroll, user count, claim history, states, whether minors use the platform, whether you record sessions, whether you touch PHI, and whether you do payments or marketplace escrow. Public benchmark data The Hartford’s recent small-business averages show: BOP: about $1,687/year nationally, and $1,984/year for California small-business customers General Liability: about $810/year nationally Professional Liability: about $744/year nationally for small businesses Technology-industry E\&O: about $164/month on average for its tech customers Private-company D\&O: Hartford cites Advisen data showing roughly $5,000–$10,000 per $1M of coverage for private companies with revenue up to $50M. (The Hartford) What that means for Sessionly Using those public benchmarks as a floor, not a quote: California BOP floor: $1,984 Tech E\&O floor proxy: $1,968/year ($164 × 12\) D\&O at $1M limit: about $5,000–$10,000/year That alone puts a very rough floor around $8,952–$13,952/year before adding media liability, EPLI, cyber, crime/social engineering, and any higher limits. (The Hartford) If you also layer in a basic national GL and generic professional-liability benchmark, the rough benchmark package rises to about $10,506–$15,506/year, and a real Sessionly quote could be higher because platform moderation, recorded sessions, minors, health-adjacent usage, AI features, and cross-state activity all make underwriters nervous. (The Hartford) My practical budgeting view For a platform like Sessionly, I would budget in three lanes: Lean startup lane: buy Tech E\&O \+ Cyber \+ BOP/GL first; defer D\&O only if truly pre-investor and very lean. Serious operating lane: Tech E\&O \+ Cyber \+ Media \+ D\&O \+ EPLI \+ BOP/GL. Investor-ready lane: all of the above plus crime/social engineering, stronger cyber limits, and stronger contract controls. The special issues you named HIPAA compliance Relevant only if Sessionly is functioning with covered entities / PHI. If yes: require BAAs where needed turn off ad pixels / tracking on PHI-related flows unless counsel approves segregate health workflows log access, retention, and downloads encryption at rest and in transit minimum necessary / least privilege vendor review with BAAs and cyber attestations HHS specifically notes BAAs and warns online tracking technologies can raise HIPAA issues. (HHS.gov) Sexual harassment / racism / foul language Internally: EPLI \+ training \+ policies. On-platform: moderation policy \+ reporting system \+ evidence retention \+ suspension policy \+ provider code of conduct \+ media liability. California training requirements are recurring, and EEOC guidance makes anti-harassment obligations clear. (Civil Rights Department) Wrong advice Use Tech E\&O, provider agreements, disclaimers, credentialing, category restrictions, and escalation rules. For example: no medical, legal, tax, investment, mental-health diagnosis, or emergency advice unless separately approved and insured scope-of-service declarations for each provider mandatory disclosures that advice is educational/informational unless licensed engagement explicitly allowed written standards for claims handling and complaint escalation Breach of data Cyber policy \+ incident response plan \+ FTC/HHS/California notification workflow. The California AG provides breach reporting guidance, and FTC’s breach-response guide points companies to the right health-breach regime when applicable. (California Attorney General) Trademark and business protection For brand protection: file for federal trademark protection with USPTO for Sessionly name/logo if not already done register a DMCA designated agent if users can post content add copyright/trademark takedown procedures USPTO says trademarks protect names/logos used to advertise the business, and the Copyright Office says a service provider seeking DMCA safe-harbor benefits must designate an agent on its site and with the Office. (USPTO) Freelancer protection Do not let freelancers operate naked. Require, where appropriate: their own E\&O / professional liability GL if they meet clients in person cyber if they access customer data Sessionly named as additional insured where possible indemnity credential warranties compliance with code of conduct, privacy, confidentiality, and moderation rules Also decide clearly whether providers are independent contractors or employees; do not drift into misclassification. Risk-management plan of action Phase 1: do this immediately Define Sessionly’s risk identity in underwriting language Position it as a moderated technology platform / SaaS-enabled marketplace for educational and advisory services, not a healthcare provider and not a guarantor of outcomes, unless you intentionally want regulated verticals. Restrict high-risk categories now Decide whether you will prohibit or gate: medical advice mental health diagnosis/treatment legal advice tax advice securities/investment advice advice to minors without verified parental controls Build a coverage tower Tech E\&O Cyber Media D\&O

EPLI

BOP/GL

Crime/social engineering Workers’ comp if applicable Prepare an underwriting packet Include: revenue projections user count / provider count states/countries served data map whether sessions are recorded moderation workflow complaint/escalation process incident response plan vendor list MFA, logging, encryption, backups AI usage summary Phase 2: contract and compliance controls Terms of Use / Provider Terms / Privacy Policy Provider code of conduct Session recording consent Content moderation / report-and-appeal SOP IP takedown / DMCA policy Independent contractor agreement Vendor DPAs / BAAs where needed No-outcome-guarantee language Credential verification language Dispute resolution / arbitration strategy if counsel approves Phase 3: platform controls account verification and risk scoring complaint intake and case management keyword and conduct moderation for harassment/hate/sexual misconduct suspension and emergency-offboarding playbooks session metadata retention and legal hold process admin access logs vendor risk reviews annual harassment/privacy/security training Insurance strategy I would recommend to a broker Tell your broker you want quotes from carriers comfortable with: tech E\&O \+ media \+ cyber in one ecosystem marketplace/platform liability user-generated content California operations possible health-adjacent or minors-adjacent exposure D\&O for private companies EPLI with third-party harassment options if available For Sessionly, I would specifically ask the broker to compare: Beazley for tech/media/cyber fit Travelers for cyber/crime/social engineering Chubb for D\&O/EPLI/private-company management liability The Hartford as a small-business benchmark / package option Those carriers publicly show relevant products in these areas. (Beazley) My recommendation in plain English For Sessionly, the biggest mistake would be buying only BOP \+ General Liability \+ basic Cyber and thinking you are protected. You would still be underinsured against: negligent advice claims platform/service failures board/shareholder disputes harassment/discrimination employment claims copyright/trademark/defamation/privacy content claims social engineering payment fraud The better structure is: Tech E\&O \+ Cyber \+ Media \+ D\&O \+ EPLI \+ Crime \+ BOP/GL, with workers’ comp if you have California employees. (Beazley) I can turn this into a broker-ready insurance submission checklist and coverage specifications sheet for Sessionly. Below is a comprehensive, legally robust Terms of Use section specifically for AI/ML features on Sessionly. This is written to be strong, protective, and suitable for inclusion in your main Terms of Service or as a standalone AI Addendum. ⚠️ Note: This is a high-quality legal draft, but you should still have a licensed attorney review it before final use (especially for jurisdiction-specific compliance like California, GDPR, etc.).

SESSIONLY

AI / MACHINE LEARNING FEATURES TERMS & CONDITIONS Last Updated: \[Insert Date\]

1\. DEFINITIONS

For purposes of this Agreement: “Platform” means the Sessionly website, applications, systems, and services. “AI Features” means all artificial intelligence, machine learning, automation, or algorithmic functionalities provided by Sessionly, including but not limited to: AI chat assistants transcription services session summaries recommendations and matching algorithms sentiment analysis analytics and insights moderation and safety systems “User Content” means any data, audio, video, text, or other material submitted, generated, or transmitted by Users. “Generated Content” means outputs produced by AI Features. “Session Data” includes recordings, transcripts, summaries, and analytics derived from sessions.

2\. NATURE OF AI FEATURES (NO GUARANTEE OF ACCURACY)

Sessionly provides AI Features for informational, convenience, and assistive purposes only. User acknowledges and agrees that: AI outputs may be inaccurate, incomplete, misleading, or outdated AI does not constitute professional advice of any kind, including but not limited to: medical legal financial psychological educational outcomes Sessionly makes no warranties regarding: accuracy reliability completeness fitness for a particular purpose

3\. NO RELIANCE

Users expressly agree: They will not rely solely on AI-generated outputs for any decision-making They will independently verify all information Sessionly shall not be responsible for any consequences arising from reliance on AI outputs

4\. USER CONSENT TO AI PROCESSING

By using the Platform, Users: Consent to the processing of their data by AI systems Acknowledge that: session audio/video may be transcribed transcripts may be analyzed summaries and insights may be generated Agree that Sessionly may use data to: improve AI models enhance system performance develop new features

5\. DATA HANDLING, STORAGE & PRIVACY

Sessionly may: Store: session recordings transcripts summaries analytics Process data using: internal systems third-party providers (e.g., AI APIs, cloud services) Sessionly will implement reasonable security measures, but: Does not guarantee absolute security Is not liable for unauthorized access beyond its reasonable control

6\. THIRD-PARTY AI SERVICES

AI Features may rely on third-party providers (e.g., OpenAI, AWS, etc.). Users acknowledge: Data may be transmitted to third parties for processing Sessionly is not responsible for third-party performance, outages, or data handling practices

7\. LIMITATION OF LIABILITY (CRITICAL CLAUSE)

To the fullest extent permitted by law: Sessionly, its owners, officers, employees, contractors, and affiliates shall not be liable for any: direct indirect incidental consequential special punitive damages including but not limited to: loss of data loss of revenue personal injury emotional distress reputational harm incorrect advice or insights decisions made based on AI outputs even if advised of the possibility of such damages.

8\. AI FEATURES ARE PROVIDED “AS IS”

All AI Features are provided: “AS IS” and “AS AVAILABLE” Without warranties of any kind, including: merchantability fitness for a particular purpose non-infringement uninterrupted or error-free operation

9\. NO PROFESSIONAL RELATIONSHIP

Use of AI Features does not create: doctor-patient relationship attorney-client relationship financial advisor relationship therapist-client relationship or any fiduciary duty Sessionly is a technology platform only, not a service provider of professional advice.

10\. USER RESPONSIBILITY & CONDUCT

Users agree: Not to misuse AI Features Not to submit unlawful, harmful, or sensitive content without authorization Not to attempt to reverse engineer or exploit AI systems Not to rely on AI outputs for critical decisions without professional consultation

11\. MODERATION & SAFETY

Sessionly reserves the right to: monitor AI interactions filter or block content suspend or terminate access without notice if misuse is detected.

12\. DATA RETENTION & DELETION

Sessionly may retain AI-related data: for operational purposes for legal compliance for system improvement Sessionly reserves the right to delete or anonymize data at its discretion.

13\. INTELLECTUAL PROPERTY

AI models, systems, and outputs are owned by Sessionly or its licensors Users are granted a limited, non-exclusive, non-transferable license to use outputs Users may not: resell AI outputs reverse engineer AI systems create competing services using outputs

14\. DISCLAIMERS SPECIFIC TO SESSION-BASED AI

For session-related AI features: Transcriptions may contain errors or omissions Summaries may omit critical context Sentiment analysis is approximate and probabilistic Recommendations are not guaranteed to be suitable

15\. INDEMNIFICATION

Users agree to defend, indemnify, and hold harmless Sessionly and its affiliates from any claims, damages, liabilities, and expenses arising from: misuse of AI Features reliance on AI outputs violation of these Terms violation of any law or third-party rights

16\. CHANGES TO AI FEATURES

Sessionly may: modify suspend discontinue any AI Feature at any time without notice or liability.

17\. REGULATORY COMPLIANCE

Users are responsible for ensuring their use of AI Features complies with: applicable laws industry regulations professional standards Sessionly does not guarantee compliance with any specific regulatory framework.

18\. GOVERNING LAW

This Agreement shall be governed by the laws of: State of California, United States

19\. SEVERABILITY

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20\. ENTIRE AGREEMENT

This section forms part of the Sessionly Terms of Service and constitutes the entire agreement regarding AI Features.

Final Notes (Strategic)

This protects you against: AI hallucinations wrong advice liability user misuse data handling risk third-party AI providers regulatory exposure lawsuits from outcomes If you want next: I can also create: Privacy Policy AI section (GDPR/CCPA compliant) AI user consent modal (UI/UX ready) Expert-specific AI disclaimers (very important) Recording \+ transcription consent flow Terms for mentors/experts using AI insights Just tell me 👍 Expert-specific AI disclaimers (very important) Recording \+ transcription consent flow Terms for mentors/experts using AI insights Expert-specific AI disclaimers (very important) Recording \+ transcription consent flow Terms for mentors/experts using AI insights Below are three production-ready, legally robust modules you can plug directly into Sessionly: Expert-Specific AI Disclaimers Recording \+ Transcription Consent Flow (UI \+ Legal Copy) Terms for Mentors/Experts Using AI Insights ⚠️ Drafted to be strong and protective. Have a licensed attorney review before launch (especially for CA, GDPR/UK/EU users).

1\) EXPERT-SPECIFIC AI DISCLAIMERS

1.1. Scope & Purpose

Experts acknowledge that Sessionly’s AI features (including transcription, summaries, sentiment, recommendations, and assistants) are assistive tools only and not authoritative sources.

1.2. No Reliance / Independent Judgment

Experts must exercise independent professional judgment at all times. AI outputs: may be inaccurate, incomplete, or misleading must be verified before use must not be the sole basis for advice, guidance, or decisions

1.3. No Professional Advice by Platform

Sessionly does not provide professional services. Any guidance delivered during sessions is provided solely by the Expert, not Sessionly or its AI.

1.4. Prohibited Uses of AI Outputs

Experts agree not to: present AI outputs as definitive facts without verification represent AI outputs as their own professional conclusions without review provide medical, legal, financial, psychological, or other regulated advice based solely on AI outputs use AI to generate or deliver misleading, unsafe, or non-compliant guidance

1.5. Duty of Care & Disclosures to Students

Experts must: clearly disclose when AI tools are being used correct any AI-generated inaccuracies during or after the session ensure students understand AI outputs are informational only

1.6. Data Responsibility

Experts must not input: sensitive personal data (e.g., health, financial identifiers) confidential third-party information any data they are not authorized to process

1.7. Indemnification (Expert)

Experts agree to defend, indemnify, and hold harmless Sessionly and its affiliates from any claims arising from: misuse of AI features reliance on AI outputs provision of advice based on AI outputs violation of applicable laws or professional standards

1.8. Limitation of Liability (Platform)

To the fullest extent permitted by law, Sessionly is not liable for: any outcomes from Expert advice any errors in AI outputs any reliance by Experts or Students on AI-generated content

2\) RECORDING & TRANSCRIPTION CONSENT FLOW

(UI/UX \+ Legal Copy — ready for implementation)

2.1. Where to Show Consent

Display this modal at: First session booking Before joining a live session When recording/transcription is enabled

2.2. Pre-Session Consent Modal (User-Facing)

Title: Recording & AI Processing Consent Body (short version): By continuing, you agree that: Your session may be recorded and transcribed AI may generate summaries, insights, and analytics Data may be processed by third-party AI providers AI outputs may be inaccurate and are for informational use only Checkboxes (required):

I consent to recording and transcription

I understand AI outputs are not guaranteed to be accurate

I agree to the Terms of Service and Privacy Policy

Buttons: Accept & Continue Decline (ends session / disables features)

2.3. Advanced Consent (Recommended Toggle Options)

Optional controls (good UX \+ compliance):

Enable recording

Enable transcription

Enable AI summaries

Allow AI insights & analytics

2.4. Legal Consent Language (Full Version)

By participating in a session on Sessionly, you expressly consent to: Recording & Capture Your audio, video, and shared content may be recorded. Transcription & Processing Session data may be transcribed, analyzed, and processed using AI systems. AI Generation The Platform may generate summaries, action items, sentiment analysis, and other insights. Third-Party Processing Data may be processed by third-party providers for AI functionality. Data Storage Session recordings and derived data may be stored for platform functionality, improvement, and compliance. No Accuracy Guarantee AI-generated content may contain errors and must not be relied upon as definitive. Withdrawal of Consent You may disable certain features; however, this may limit platform functionality.

2.5. Recording Indicator (Compliance UX)

During sessions, display: 🔴 “Recording in Progress” “Transcription Active” “AI Insights Enabled”

3\) TERMS FOR MENTORS / EXPERTS USING AI INSIGHTS

3.1. Nature of AI Insights

AI insights (including summaries, recommendations, sentiment, and analytics) are: probabilistic and non-deterministic intended for support and convenience only not guaranteed to reflect actual performance, intent, or outcomes

3.2. Expert Responsibility

Experts are solely responsible for: verifying all AI insights before use ensuring advice aligns with best practices and legal standards correcting inaccuracies when identified

3.3. No Automation of Professional Judgment

Experts may not: delegate decision-making entirely to AI provide advice without independent review rely on AI for critical or regulated decisions

3.4. Prohibited Categories (Strong Protection)

Experts must not use AI insights to provide: medical diagnosis or treatment advice legal advice financial/investment advice mental health diagnosis or therapy guidance any regulated service without proper licensing and compliance

3.5. Transparency Requirement

Experts must disclose to students: when AI insights are used that outputs may contain inaccuracies that human judgment is applied

3.6. No Guarantee of Outcomes

Sessionly does not guarantee: student success learning outcomes business or personal results accuracy of AI-derived recommendations

3.7. Data Use Restrictions

Experts may not: export or reuse session data outside the platform without authorization use AI outputs to train external systems resell or redistribute AI-generated content

3.8. Suspension & Enforcement

Sessionly may: suspend or terminate Expert accounts restrict AI feature access remove content if misuse or non-compliance is detected

3.9. Indemnification (Expert – Strong Clause)

Experts agree to indemnify and hold harmless Sessionly from any claims arising out of: their use of AI insights advice provided during sessions misuse of platform tools violation of laws or third-party rights

STRATEGIC PROTECTION COVERED

These sections protect you against: AI hallucinations / inaccuracies Experts misusing AI for regulated advice liability from session outcomes data privacy disputes transcription/recording consent issues third-party AI risks platform vs expert responsibility disputes If you want next (highly recommended) I can also create:

Full Terms of Service (entire platform)

Privacy Policy (GDPR \+ CCPA aligned)

Expert Agreement / Contractor Terms

User Terms (Student side)

Refund / Dispute / Abuse policy

On-screen legal UI (Figma-ready components)

Just tell me 👍 Full Terms of Service (entire platform) ✅ Privacy Policy (GDPR \+ CCPA aligned) ✅ Expert Agreement / Contractor Terms ✅ User Terms (Student side) ✅ Refund / Dispute / Abuse policy \---- and also Membership (expert & Student/Client) \--- Please somehow mention or create a section/ disclaimer saying that all opinions and statements belong to the Experts only and Sessionly has nothing to do with it Below is a comprehensive, legally robust, platform-wide legal suite for Sessionly. It’s structured so you can deploy it as: Terms of Service (master agreement) Privacy Policy (GDPR \+ CCPA aligned) Expert Agreement (contractor terms) Student/User Terms Refund / Dispute / Abuse Policy Membership Terms (Experts \+ Students) Includes a strong “Expert Opinions Disclaimer” protecting Sessionly ⚠️ This is a high-quality legal draft. You should still have a licensed attorney review before final publication.

SESSIONLY — TERMS OF SERVICE

Last Updated: \[Insert Date\]

1\. INTRODUCTION

Sessionly (“Sessionly,” “we,” “us,” or “our”) provides a technology platform that enables independent Experts to offer sessions, consultations, and services to Students/Clients. By accessing or using the platform, you agree to these Terms.

2\. PLATFORM NATURE (CRITICAL PROTECTION)

Sessionly is a neutral technology marketplace. Sessionly does not provide expert advice, instruction, or services Experts are independent contractors, not employees, agents, or representatives Sessionly does not endorse, verify, or guarantee any Expert’s qualifications, accuracy, or outcomes

3\. EXPERT OPINIONS DISCLAIMER (VERY IMPORTANT)

All opinions, advice, statements, services, and content provided during sessions are: solely those of the individual Expert not those of Sessionly Sessionly: does not control, supervise, or direct Expert content does not assume responsibility for any statements made by Experts is not liable for any advice, guidance, or outcomes resulting from Expert interactions Users agree that: Any reliance on Expert advice is at their own risk.

4\. ELIGIBILITY

Users must: be at least 18 years old (or legal age in jurisdiction) provide accurate information comply with all applicable laws

5\. USER ACCOUNTS

Users are responsible for: maintaining account security all activity under their account Sessionly may suspend or terminate accounts at its discretion.

6\. BOOKINGS & PAYMENTS

All bookings are conducted through the platform Payments are processed via third-party providers (e.g., Stripe) Sessionly may charge service fees and commissions Sessionly is not responsible for payment disputes between users, except as outlined in platform policies.

7\. VIDEO SESSIONS & INTERACTIONS

Sessionly provides infrastructure for sessions but: does not guarantee session quality does not guarantee outcomes is not responsible for technical interruptions beyond reasonable control

8\. AI FEATURES (REFERENCE)

Use of AI features is governed by the AI Terms Addendum (previously provided).

9\. RECORDINGS & DATA

Sessions may be: recorded transcribed analyzed Users must consent to these features.

10\. PROHIBITED USE

Users may not: provide illegal or harmful content impersonate others misuse the platform bypass payment systems

11\. LIMITATION OF LIABILITY

To the fullest extent permitted by law: Sessionly is not liable for: Expert advice or actions user decisions indirect or consequential damages loss of data or revenue

12\. INDEMNIFICATION

Users agree to indemnify Sessionly against any claims arising from: their use of the platform their content or conduct their interactions with others

13\. TERMINATION

Sessionly may suspend or terminate access at any time.

14\. GOVERNING LAW

California, United States.

PRIVACY POLICY (GDPR \+ CCPA ALIGNED)

1\. DATA WE COLLECT

Account information (name, email, etc.) Session data (audio, video, transcripts) Payment data (processed via Stripe) Usage analytics

2\. HOW WE USE DATA

Provide platform services Process transactions Improve AI systems Ensure safety and compliance

3\. LEGAL BASIS (GDPR)

We process data based on: consent contract performance legitimate interests

4\. USER RIGHTS (GDPR \+ CCPA)

Users have the right to: access data correct data delete data restrict processing opt-out of data sale (CCPA) Contact: \[Insert Email\]

5\. DATA SHARING

We may share data with: payment processors (Stripe) AI providers cloud infrastructure (AWS)

6\. DATA SECURITY

We implement reasonable safeguards but cannot guarantee absolute security.

7\. DATA RETENTION

Data is retained as necessary for: service delivery legal compliance business operations

EXPERT AGREEMENT (CONTRACTOR TERMS)

1\. INDEPENDENT CONTRACTOR STATUS

Experts are: independent contractors not employees or agents

2\. EXPERT RESPONSIBILITY

Experts are solely responsible for: their advice their content compliance with laws

3\. NO PLATFORM LIABILITY

Sessionly is not liable for: Expert services outcomes of sessions

4\. PAYMENT TERMS

Experts receive payouts via Stripe Connect Sessionly retains commission

5\. PROHIBITED CONDUCT

Experts may not: provide illegal or harmful services misrepresent qualifications bypass platform payments

6\. INDEMNIFICATION

Experts indemnify Sessionly for: claims arising from their services

STUDENT / USER TERMS

1\. ROLE OF STUDENT

Students are responsible for: evaluating Experts verifying information

2\. NO GUARANTEE OF RESULTS

Sessionly does not guarantee: learning outcomes results or success

3\. USE AT YOUR OWN RISK

All sessions and advice are used at the Student’s own risk.

REFUND / DISPUTE / ABUSE POLICY

1\. REFUNDS

Refunds may be issued: if session did not occur if technical failure prevented session No refunds for: dissatisfaction with advice subjective outcomes

2\. DISPUTES

Users must: submit disputes within \[X days\] provide evidence Sessionly may: mediate disputes issue partial refunds

3\. ABUSE

Sessionly has zero tolerance for: harassment hate speech fraud Violations may result in: account suspension permanent ban

MEMBERSHIP TERMS (EXPERT & STUDENT)

1\. MEMBERSHIP TYPES

Sessionly may offer: subscription plans premium features commission structures

2\. BILLING

recurring billing may apply users authorize automatic charges

3\. CANCELLATION

Users may cancel at any time, but: fees already paid are non-refundable access may continue until billing period ends

4\. CHANGES

Sessionly may: modify pricing change features discontinue plans

FINAL STRATEGIC PROTECTION

This full legal structure protects you against: Expert liability (critical) AI inaccuracies user disputes payment issues regulatory exposure data/privacy risks misuse of platform false expectations If you want next (highly recommended) I can also create:

Website legal pages (formatted for UI/UX)

Checkbox consent flows (ready for frontend)

Stripe Terms integration language

Insurance recommendations (cyber \+ liability)

Expert onboarding legal checklist

Just tell me 👍 Stripe Terms integration language ✅ Insurance recommendations (cyber \+ liability) ✅ Expert onboarding legal checklist ,,,, Disclaimer to block, cancel or withhold payments Below are production-ready, legally robust add-ons you can plug into Sessionly: Stripe Terms integration language Insurance recommendations (practical \+ required coverage) Expert onboarding legal checklist (operational \+ compliance) Payment hold/block/cancellation disclaimer (very important for risk control) ⚠️ Finalize with counsel for jurisdiction specifics (CA, US federal, EU/GDPR).

1\) STRIPE TERMS INTEGRATION LANGUAGE

1.1. Payment Processing Disclosure

Sessionly uses Stripe to process payments and payouts. By using the Platform, you agree that: Payments are processed by Stripe and subject to the Stripe Services Agreement and applicable Stripe policies. You authorize Sessionly to create and manage a Stripe Connect account on your behalf (where applicable). You consent to the collection, use, and sharing of your information with Stripe for payment processing, identity verification (KYC), fraud prevention, and compliance.

1.2. Expert (Payout) Terms — Stripe Connect

Experts agree that: They will be onboarded through Stripe Connect Express (or equivalent). Stripe may require identity verification (KYC), tax information, and banking details. Payouts are subject to: Stripe processing timelines reserve/rolling reserve policies compliance checks Sessionly does not control Stripe’s payout decisions, delays, or holds.

1.3. Fees & Charges

Sessionly may charge platform fees, commissions, and subscription fees. Stripe may charge processing fees. All fees are non-refundable unless explicitly stated.

1.4. Chargebacks & Disputes

Users agree not to initiate fraudulent chargebacks. Sessionly may: contest chargebacks recover funds from Experts suspend accounts during investigation Experts may be responsible for: chargeback fees refunds associated losses

1.5. Compliance & Restricted Activities

Users must comply with: Stripe’s Acceptable Use Policy All applicable financial regulations Sessionly may suspend or terminate accounts for: prohibited activities fraud or abuse regulatory violations

2\) INSURANCE RECOMMENDATIONS (CYBER \+ LIABILITY)

2.1. Recommended Coverage for Sessionly (Platform)

A) Cyber Liability Insurance (CRITICAL) Covers: data breaches hacking incidents ransomware legal costs & regulatory fines Recommended coverage: $1M–$5M minimum B) Professional Liability (Errors & Omissions) Covers: claims arising from platform functionality alleged failure of service C) General Liability (Business Protection) Covers: third-party claims bodily injury/property damage (less relevant but standard) D) Media / Content Liability Covers: defamation copyright issues content disputes

2.2. Recommended Coverage for Experts

Experts should maintain (recommended or required depending on category): Professional Liability Insurance (E\&O) Industry-specific insurance (if applicable): coaching consulting wellness financial guidance

2.3. Insurance Disclaimer Clause

Sessionly does not provide insurance coverage for Experts. Experts are solely responsible for: obtaining appropriate insurance complying with applicable professional requirements

3\) EXPERT ONBOARDING LEGAL CHECKLIST

Use this as a mandatory onboarding flow (checkbox \+ gating).

3.1. Identity & Compliance

Full legal name verified

Email verified

Stripe KYC completed

Banking details verified

3.2. Legal Agreements (Must Accept)

Terms of Service

Expert Agreement

AI Disclaimer & Usage Terms

Recording & Data Consent

Payment & Refund Policy

3.3. Professional Responsibility

I understand I am an independent contractor

I am solely responsible for my advice and services

I will not provide regulated advice without proper licensing

I will comply with all laws and regulations

3.4. AI Usage Acknowledgment

AI outputs may be inaccurate

I will not rely solely on AI

I will review all AI-generated content before use

3.5. Content & Conduct Rules

No harassment or abuse

No illegal services

No off-platform payment solicitation

No misleading claims

3.6. Insurance Acknowledgment

I understand Sessionly does not provide insurance

I am responsible for my own professional liability coverage

3.7. Final Certification

I certify all information provided is accurate

I agree to comply with all Sessionly policies

4\) PAYMENT HOLD / BLOCK / CANCELLATION DISCLAIMER (CRITICAL)

4.1. Right to Withhold or Delay Payments

Sessionly reserves the absolute right, at its sole discretion, to: withhold delay suspend or cancel payouts including but not limited to situations involving: suspected fraud chargebacks or disputes violation of Terms suspicious activity regulatory compliance requirements identity verification issues risk management decisions

4.2. Investigation Period

Sessionly may hold funds: during investigation of disputes or suspicious activity until verification is complete for a reasonable period determined by Sessionly or third-party providers (e.g., Stripe)

4.3. No Obligation to Release Funds Immediately

Sessionly is not obligated to release funds: on a specific timeline upon request prior to completion of internal or third-party review

4.4. Chargeback Protection

In the event of: customer disputes chargebacks payment reversals Sessionly may: deduct amounts from Expert balances offset future payouts recover losses

4.5. Platform Protection Clause

Sessionly may take any action necessary to: protect the platform protect users comply with laws mitigate financial risk including freezing accounts and funds.

4.6. No Liability for Payment Actions

Sessionly shall not be liable for: withheld funds delayed payouts canceled transactions financial losses resulting from enforcement actions

4.7. Third-Party Control (Stripe)

Users acknowledge that: Stripe may independently: delay payouts impose reserves freeze accounts Sessionly does not control these actions

STRATEGIC VALUE (WHAT YOU JUST PROTECTED)

These sections protect Sessionly from: fraud & chargeback abuse payout disputes regulatory risk expert misconduct financial loss exposure Stripe-related liability platform misuse If you want next (highly recommended) I can also create:

Full frontend UI legal flows (checkboxes, modals, consent screens)

Admin legal enforcement dashboard logic (when to freeze accounts)

Risk scoring system (AI \+ payment \+ behavior)

Terms for international users (EU/UK/Canada expansion)

Just tell me 👍 Full frontend UI legal flows (checkboxes, modals, consent screens) ✅ Admin legal enforcement dashboard logic (when to freeze accounts) ✅ Risk scoring system (AI \+ payment \+ behavior) ✅ Terms for international users (EU/UK/Canada expansion) Absolutely — below is a full legal/operational framework for those four areas, drafted to be strong, practical, and implementation-ready for Sessionly.

1\) FULL FRONTEND UI LEGAL FLOWS

Checkboxes, Modals, Consent Screens These should be built into onboarding, booking, payment, AI usage, and session entry flows. A. Account Registration Consent Flow Screen: Sign Up Required checkboxes

I agree to the Terms of Service

I acknowledge the Privacy Policy

I understand Sessionly is a technology platform only and that Experts are independent third

parties

I consent to receive essential account, security, and transactional communications

Optional checkbox

I agree to receive marketing/promotional emails

Legal note under button By creating an account, you agree to Sessionly’s Terms, Privacy Policy, and platform rules. Sessionly does not provide expert advice or services directly. B. Expert Onboarding Legal Flow Screen: Expert Legal Acknowledgment Required checkboxes

I understand I am acting as an independent contractor, not an employee, agent, or representative

of Sessionly

I am solely responsible for my services, statements, advice, conduct, and compliance with

applicable laws

I understand that all opinions, advice, and statements I provide are my own and not those of

Sessionly

I agree not to provide regulated or licensed advice unless I am properly qualified and legally

permitted to do so

I agree to the Expert Agreement

I agree to the Payment, Refund, and Dispute Policy

I acknowledge Sessionly may withhold, delay, suspend, or reverse payouts for fraud, disputes,

compliance, or risk review Additional AI checkbox

I understand AI-generated insights may be inaccurate and I will independently review them

before use C. Booking Confirmation Flow Screen: Before Student Books a Session Required checkboxes

I understand Sessionly does not endorse or guarantee the accuracy, quality, legality, or outcomes

of any Expert’s advice or services

I understand that all advice, statements, and opinions belong solely to the Expert

I understand payments are subject to Sessionly’s cancellation, refund, and dispute terms

Recommended disclosure text Sessionly is a neutral technology platform. Experts are independent third parties. Sessionly is not responsible for Expert advice, conduct, or outcomes. D. Payment / Checkout Consent Screen: Payment Confirmation Required checkboxes

I authorize Sessionly and its payment processor to charge my selected payment method

I understand that refunds are limited and governed by the Refund & Dispute Policy

I understand chargebacks, abuse, or fraudulent payment activity may result in suspension or

termination Expert payout acknowledgment For experts:

I acknowledge that payouts may be delayed, withheld, reversed, or offset due to disputes, fraud

checks, reserves, chargebacks, or compliance reviews E. Recording / Transcription Consent Flow Modal shown before entering recorded session Title: Recording, Transcription, and AI Processing Consent Required checkboxes

I consent to session recording, where enabled

I consent to transcription and AI processing of session content

I understand AI-generated summaries, analytics, and insights may be inaccurate

I agree that Sessionly may use third-party processors to enable these features

Buttons Accept & Continue Decline Decline behavior Block entry if recording/transcription is mandatory for that session Or disable those features if optional F. AI Tool Usage Consent Modal for AI assistant / summaries / analytics Required checkboxes

I understand AI outputs are automated, probabilistic, and may contain errors

I will not rely exclusively on AI-generated content

I understand Sessionly is not liable for decisions made based on AI outputs

G. Support Ticket / Abuse Report UI When submitting complaints:

I certify that the information provided is accurate to the best of my knowledge

I understand false, misleading, or abusive reports may result in enforcement action

2\) ADMIN LEGAL ENFORCEMENT DASHBOARD LOGIC

When to Freeze Accounts / Hold Funds / Restrict Access This should exist in the Super Admin enforcement panel. A. Enforcement Triggers

1\. Payment Risk Triggers

Freeze payout / account if: chargeback filed unusually high refund rate failed KYC / Stripe identity verification mismatched payout identity suspicious payment patterns multiple cards / billing anomalies manual fraud flag

2\. Conduct / Trust & Safety Triggers

Restrict or suspend if: harassment / hate speech / threats misleading credentials prohibited services off-platform payment solicitation abusive session conduct repeated student complaints policy evasion

3\. Legal / Compliance Triggers

Immediate freeze if: subpoena / law enforcement request sanctions / export control concern child safety concern regulated service without licensing privacy/data misuse complaint copyright or illegal content issue

4\. Platform Integrity Triggers

Freeze or limit if: bot-like activity suspicious login/IP/device pattern mass fake bookings review manipulation coupon / referral abuse API abuse / scraping B. Enforcement Actions Available to Admin For each account, admin should be able to: Set status: active / restricted / suspended / under\_review / banned Freeze payouts Delay payouts Hold upcoming payouts for X days Disable bookings Disable messaging Disable AI access Require re-verification Mark account as “high risk” Record internal notes Escalate to legal / finance / trust & safety C. Required Audit Trail Every enforcement action should log: Admin user Timestamp Account affected Reason code Free-text explanation Supporting evidence links Whether user was notified Whether funds were held/reversed D. Standard Reason Codes Use dropdown reason codes such as: chargeback\_risk kyc\_failure fraud\_suspected abusive\_conduct regulated\_advice\_violation privacy\_violation refund\_abuse policy\_evasion off\_platform\_payment\_attempt other E. User Notice Templates When appropriate, send: “Your account is under review” “Your payouts are temporarily on hold” “Your booking privileges are restricted” “We require additional verification” “Your account has been suspended for policy reasons” Keep language neutral and non-defamatory.

3\) RISK SCORING SYSTEM

AI \+ Payment \+ Behavior This is an internal trust/risk model for Experts and Students. A. Risk Categories Each user gets a score: 0–24 \= Low Risk 25–49 \= Moderate Risk 50–74 \= High Risk 75–100 \= Critical Risk B. Payment Risk Factors Add points for: first payout request: \+5 failed KYC: \+25 chargeback filed: \+35 multiple refunded sessions: \+20 card mismatch / billing anomaly: \+15 rapid transaction spikes: \+20 unusual country/device mismatch: \+15 C. Behavioral Risk Factors Add points for: repeated cancellations: \+10 repeated no-shows: \+10 multiple abuse reports: \+20 off-platform solicitation language: \+30 suspicious messaging patterns: \+20 account age under 14 days: \+10 many logins from rotating IPs: \+20 D. AI / Content Risk Factors Add points for: flagged harmful or biased language: \+20 prohibited content detection: \+25 privacy-sensitive data pasted into AI tools: \+20 repeated moderation triggers: \+20 attempts to override AI safeguards: \+25 E. Risk Actions by Score Low normal access Moderate monitoring payout review before release High manual review temporary payout hold limit bookings / promotions / referrals Critical immediate suspension freeze funds escalate to legal/compliance F. Risk Reduction Factors Subtract points for: completed KYC: \-10 verified identity \+ banking history: \-10 clean history over 90 days: \-10 strong completion rate / low dispute rate: \-10 manual admin clearance: \-10

4\) TERMS FOR INTERNATIONAL USERS

EU / UK / Canada Expansion Addendum Add this as an international section in your Terms and Privacy Policy. A. International Use Notice Sessionly is operated from the United States. By using the platform from outside the U.S., users acknowledge that their data may be transferred to, processed in, and stored in the United States and other jurisdictions. B. EU / EEA / UK Data Rights Users in the EU/EEA/UK have rights to: access their data correct inaccurate data erase data restrict processing object to certain processing portability withdraw consent Include a contact email for privacy requests. C. Legal Basis for Processing For EU/UK users, Sessionly processes data under: contract necessity legitimate interests consent legal obligations D. International Transfers Where required, Sessionly may rely on: Standard Contractual Clauses equivalent safeguards vendor contractual commitments E. Canada Privacy Addendum State that Canadian users may have rights under applicable provincial/federal privacy laws and may request access/correction/deletion where applicable. F. Consumer Protection / Local Law Savings Clause Nothing in these Terms is intended to limit any non-waivable rights available to consumers under applicable law in their jurisdiction. This protects enforceability internationally. G. Taxes / VAT / GST For international users: prices may exclude VAT/GST unless stated Sessionly may collect or remit indirect taxes where required users remain responsible for taxes applicable to their own income/services

5\) STRONG DISCLAIMER: EXPERT OPINIONS BELONG TO EXPERTS ONLY

This should appear in: Terms of Service Expert Agreement Student booking flow Checkout flow Help/FAQ Recommended clause Expert Content and Opinions Disclaimer. All opinions, advice, statements, recommendations, responses, materials, and services provided by Experts on or through Sessionly are solely those of the individual Expert and not of Sessionly. Sessionly does not create, direct, control, endorse, adopt, verify, or guarantee any Expert content, statement, or recommendation. Sessionly is a neutral technology platform only and shall have no responsibility or liability whatsoever for any Expert’s words, conduct, services, omissions, advice, or outcomes. Any reliance on Expert content is solely at the user’s own risk.

6\) IMPLEMENTATION RECOMMENDATION

Where these should appear in the product Student side signup checkbox booking confirmation checkbox checkout disclaimer recording consent modal AI usage disclaimer Expert side onboarding legal acceptance payout/hold disclaimer AI disclaimer contractor status acknowledgment insurance acknowledgment Admin side enforcement dashboard risk score panel payout hold tools audit logs reason codes and templates

7\) WHAT I RECOMMEND YOU BUILD NEXT

The next smartest step is to turn this into: Website legal pages frontend checkbox/modals copy admin enforcement SOP internal trust & safety playbook I can draft all four in product-ready wording. Here’s the insurance and risk plan I’d use for Sessionly as an online platform for mentors, tutors, coaches, advisors, and consultants. Bottom line For Sessionly, the core stack is not just Cyber \+ General Liability \+ BOP. The stronger structure is: Tech E\&O / Professional Liability Cyber Liability / Privacy & Network Security Media Liability Management Liability D\&O for founders, officers, board, shareholders EPLI for sexual harassment, discrimination, racism, retaliation, wrongful termination BOP / General Liability / Property Crime / Social Engineering / Funds Transfer Fraud Workers’ Comp if you have California employees Contractual risk transfer for freelancers, mentors, tutors, coaches, and advisors That is because Sessionly has a mixed exposure: software platform risk, user-generated content risk, privacy risk, advice/professional-services risk, employment risk, and executive/shareholder risk. General liability by itself does not solve most of those exposures, and cyber is usually a separate line because most general liability and property policies do not cover cyber risk. (NAIC) The biggest risk buckets for Sessionly

1\) Wrong advice / professional harm

If a mentor, tutor, coach, advisor, or consultant gives harmful, negligent, misleading, or incomplete advice, the claimant may sue the individual, the platform, or both. For a platform like Sessionly, this is the single most important reason to buy Technology E\&O / Professional Liability. Beazley’s MediaTech form specifically combines technology and professional liability for tech and businessservices companies, which is very close to Sessionly’s profile. (Beazley)

2\) Data breach / privacy / cyberattack

You are collecting account data, communications, payment data, maybe recordings, maybe notes, maybe sensitive personal data. Cyber insurance is designed to help with breach response, investigation, legal costs, notification, business interruption, and related costs. Travelers notes cyber insurance helps cover costs associated with data breaches and cyberattacks, and the FTC’s business guidance emphasizes having a response plan and checking whether HIPAA or the FTC Health Breach Notification Rule applies after a breach. (Travelers)

3\) HIPAA / health-adjacent risk

You wrote “HIIPA,” but the correct acronym is HIPAA. HIPAA does not automatically apply just because people talk about health or wellness on a platform. It applies when Sessionly is acting for a covered entity or business associate and is creating, receiving, maintaining, or transmitting PHI on that entity’s behalf. HHS says a business associate is a person or entity performing certain functions involving PHI for a covered entity, and covered entities/business associates need BAAs and safeguards. HHS also warns that tracking technologies on regulated websites/apps can implicate HIPAA. (HHS.gov) Practical read for Sessionly: If Sessionly is only serving general mentoring/tutoring/coaching, HIPAA may not apply. If Sessionly is used by licensed healthcare providers, behavioral health practices, telehealth, or wellness programs run through covered entities, then HIPAA risk becomes real fast. In that case you need HIPAA-ready vendors, BAAs, audit logs, role-based access, encryption, and a cyber/E\&O carrier comfortable with health data. (HHS.gov)

4\) Sexual harassment, racism, foul language, user misconduct

You have two different exposures here: A. Employment-side exposure — your own staff, managers, recruiters, executives, contractors acting like employees That is EPLI territory. Chubb and The Hartford both describe EPLI as protection for claims like harassment, discrimination, retaliation, and wrongful termination. EEOC guidance also makes clear employers cannot harass or discriminate based on protected traits. (Chubb) B. Platform/community exposure — misconduct by mentors, tutors, coaches, students, clients, or users on Sessionly This is not solved by EPLI. You need: strong Terms of Use and Community Standards code of conduct moderation, reporting, suspension, and evidence-retention workflows content/media liability coverage contractual indemnities from providers possibly abuse/molestation or special misconduct review with your broker if minors are involved Media liability is relevant because online platform claims can involve defamation, privacy invasion, product disparagement, copyright/trademark infringement, and misuse of name/likeness. Beazley’s media liability materials expressly reference those kinds of claims. (Beazley)

5\) Founder, officer, board, and shareholder liability

If Sessionly has investors, advisors, a board, cap-table tension, fundraising, or future M\&A ambitions, D\&O is important. NAIC defines D\&O as coverage protecting directors and officers from liability arising from professional duties on behalf of the corporation, and Hartford notes D\&O is often paired with indemnification to protect leadership and the company itself. (NAIC) This matters for: shareholder allegations mismanagement claims fundraising disclosure disputes cap-table conflict fiduciary-duty allegations insolvency or creditor pressure claims tied to privacy or AI governance failures What coverage Sessionly should buy Tier 1: Must-have now

1\) Technology E\&O / Professional Liability

Buy this first. It should be written for a technology platform / SaaS / marketplace / business services profile, not a plain vanilla consultant policy. Ask for: technology services and platform operations negligent service delivery failure of software / downtime / implementation issues professional services by Sessionly staff vicarious liability for service providers where possible wrongful acts in advice-facilitating workflows contractual liability carve-backs where available worldwide territory if you have global users Be careful: some forms exclude broad contract liability. Beazley’s application materials show contractual-liability exclusions are a real issue unless the form gives carve-backs. (Beazley)

2\) Cyber Liability / Privacy & Network Security

Buy either stand-alone cyber or a strong cyber tower. Ask for: breach response privacy liability network security liability digital forensics legal/coaching panel notification / credit monitoring cyber extortion / ransomware business interruption and contingent business interruption dependent business interruption for AWS / cloud / key vendors reputational harm/public relations if available PCI and regulatory coverage where available Cyber policies are highly customized, which NAIC highlights, so policy wording matters a lot.

(NAIC)

3\) Media Liability

Because Sessionly has profiles, listings, recordings, messages, reviews, testimonials, marketing content, training content, maybe blog/social assets, and maybe AI-generated content. Ask for: defamation / libel / slander invasion of privacy copyright / trademark infringement misappropriation of name or likeness product disparagement negligence in content publishing This is the best insurance answer to “foul language,” “racism,” reputational content disputes, and many trademark/content fights that do not fit neatly into cyber or GL. (Beazley) Tier 2: Must-have if you have employees, investors, or scale

4\) D\&O

Needed once you have a corporation with real officers, a board, investors, or fundraising plans. Ask for: Side A/B/C private company form securities/debt/financing claim review insured-vs-insured carve-backs advancement of defense costs run-off options awareness for future transaction planning

5\) EPLI

Needed once you hire or manage people. It covers harassment, discrimination, retaliation, wrongful termination, and related employment claims. In California, this is especially important because harassment-prevention expectations are concrete and training is required. The California Civil Rights Department says employees must be retrained every two years, with 1 hour for nonsupervisory employees and 2 hours for supervisors. (NAIC)

6\) Crime / Social Engineering / Funds Transfer Fraud

This is very important if you move funds, pay freelancers, or have finance/admin staff. Travelers specifically notes fidelity/crime coverage can address threats such as funds transfer fraud, computer fraud, and social engineering fraud. Do not assume cyber automatically covers payment fraud. (Travelers) Tier 3: Foundation policies

7\) BOP / General Liability

Useful, but not your core protection. BOP typically bundles general liability, commercial property, and business income. It helps with classic premises and office risks, not platform negligence or most cyber events. Hartford states a BOP includes GL, property, and business income components. (The Hartford)

8\) Workers’ Compensation

If you have at least one California employee, workers’ comp is generally mandatory. The Hartford states California businesses with at least one part-time or full-time employee must obtain workers’ compensation insurance. (The Hartford) Cost analysis for Sessionly I can give you a budgeting framework, but not a responsible exact premium without underwriting data such as revenue, payroll, user count, claim history, states, whether minors use the platform, whether you record sessions, whether you touch PHI, and whether you do payments or marketplace escrow. Public benchmark data The Hartford’s recent small-business averages show: BOP: about $1,687/year nationally, and $1,984/year for California small-business customers General Liability: about $810/year nationally Professional Liability: about $744/year nationally for small businesses Technology-industry E\&O: about $164/month on average for its tech customers Private-company D\&O: Hartford cites Advisen data showing roughly $5,000–$10,000 per $1M of coverage for private companies with revenue up to $50M. (The Hartford) What that means for Sessionly Using those public benchmarks as a floor, not a quote: California BOP floor: $1,984 Tech E\&O floor proxy: $1,968/year ($164 × 12\) D\&O at $1M limit: about $5,000–$10,000/year That alone puts a very rough floor around $8,952–$13,952/year before adding media liability, EPLI, cyber, crime/social engineering, and any higher limits. (The Hartford) If you also layer in a basic national GL and generic professional-liability benchmark, the rough benchmark package rises to about $10,506–$15,506/year, and a real Sessionly quote could be higher because platform moderation, recorded sessions, minors, health-adjacent usage, AI features, and cross-state activity all make underwriters nervous. (The Hartford) My practical budgeting view For a platform like Sessionly, I would budget in three lanes: Lean startup lane: buy Tech E\&O \+ Cyber \+ BOP/GL first; defer D\&O only if truly pre-investor and very lean. Serious operating lane: Tech E\&O \+ Cyber \+ Media \+ D\&O \+ EPLI \+ BOP/GL. Investor-ready lane: all of the above plus crime/social engineering, stronger cyber limits, and stronger contract controls. The special issues you named HIPAA compliance Relevant only if Sessionly is functioning with covered entities / PHI. If yes: require BAAs where needed turn off ad pixels / tracking on PHI-related flows unless counsel approves segregate health workflows log access, retention, and downloads encryption at rest and in transit minimum necessary / least privilege vendor review with BAAs and cyber attestations HHS specifically notes BAAs and warns online tracking technologies can raise HIPAA issues. (HHS.gov) Sexual harassment / racism / foul language Internally: EPLI \+ training \+ policies. On-platform: moderation policy \+ reporting system \+ evidence retention \+ suspension policy \+ provider code of conduct \+ media liability. California training requirements are recurring, and EEOC guidance makes anti-harassment obligations clear. (Civil Rights Department) Wrong advice Use Tech E\&O, provider agreements, disclaimers, credentialing, category restrictions, and escalation rules. For example: no medical, legal, tax, investment, mental-health diagnosis, or emergency advice unless separately approved and insured scope-of-service declarations for each provider mandatory disclosures that advice is educational/informational unless licensed engagement explicitly allowed written standards for claims handling and complaint escalation Breach of data Cyber policy \+ incident response plan \+ FTC/HHS/California notification workflow. The California AG provides breach reporting guidance, and FTC’s breach-response guide points companies to the right health-breach regime when applicable. (California Attorney General) Trademark and business protection For brand protection: file for federal trademark protection with USPTO for Sessionly name/logo if not already done register a DMCA designated agent if users can post content add copyright/trademark takedown procedures USPTO says trademarks protect names/logos used to advertise the business, and the Copyright Office says a service provider seeking DMCA safe-harbor benefits must designate an agent on its site and with the Office. (USPTO) Freelancer protection Do not let freelancers operate naked. Require, where appropriate: their own E\&O / professional liability GL if they meet clients in person cyber if they access customer data Sessionly named as additional insured where possible indemnity credential warranties compliance with code of conduct, privacy, confidentiality, and moderation rules Also decide clearly whether providers are independent contractors or employees; do not drift into misclassification. Risk-management plan of action Phase 1: do this immediately Define Sessionly’s risk identity in underwriting language Position it as a moderated technology platform / SaaS-enabled marketplace for educational and advisory services, not a healthcare provider and not a guarantor of outcomes, unless you intentionally want regulated verticals. Restrict high-risk categories now Decide whether you will prohibit or gate: medical advice mental health diagnosis/treatment legal advice tax advice securities/investment advice advice to minors without verified parental controls Build a coverage tower Tech E\&O Cyber Media D\&O

EPLI

BOP/GL

Crime/social engineering Workers’ comp if applicable Prepare an underwriting packet Include: revenue projections user count / provider count states/countries served data map whether sessions are recorded moderation workflow complaint/escalation process incident response plan vendor list MFA, logging, encryption, backups AI usage summary Phase 2: contract and compliance controls Terms of Use / Provider Terms / Privacy Policy Provider code of conduct Session recording consent Content moderation / report-and-appeal SOP IP takedown / DMCA policy Independent contractor agreement Vendor DPAs / BAAs where needed No-outcome-guarantee language Credential verification language Dispute resolution / arbitration strategy if counsel approves Phase 3: platform controls account verification and risk scoring complaint intake and case management keyword and conduct moderation for harassment/hate/sexual misconduct suspension and emergency-offboarding playbooks session metadata retention and legal hold process admin access logs vendor risk reviews annual harassment/privacy/security training Insurance strategy I would recommend to a broker Tell your broker you want quotes from carriers comfortable with: tech E\&O \+ media \+ cyber in one ecosystem marketplace/platform liability user-generated content California operations possible health-adjacent or minors-adjacent exposure D\&O for private companies EPLI with third-party harassment options if available For Sessionly, I would specifically ask the broker to compare: Beazley for tech/media/cyber fit Travelers for cyber/crime/social engineering Chubb for D\&O/EPLI/private-company management liability The Hartford as a small-business benchmark / package option Those carriers publicly show relevant products in these areas. (Beazley) My recommendation in plain English For Sessionly, the biggest mistake would be buying only BOP \+ General Liability \+ basic Cyber and thinking you are protected. You would still be underinsured against: negligent advice claims platform/service failures board/shareholder disputes harassment/discrimination employment claims copyright/trademark/defamation/privacy content claims social engineering payment fraud The better structure is: Tech E\&O \+ Cyber \+ Media \+ D\&O \+ EPLI \+ Crime \+ BOP/GL, with workers’ comp if you have California employees. (Beazley) I can turn this into a broker-ready insurance submission checklist and coverage specifications sheet

DOCUMENT 7 — Expert Agreement

Verbatim source file: Expert Agreement.docx

Expert Agreement This is a legal and binding agreement ("Agreement") between you ("Expert") and Sessionly, Inc. ("Sessionly") that governs your use of the Sessionly website, services and other Sessionly offerings ("Sessionly Marketplace"). Permission to use Sessionly's marketplace \- Expert acknowledges that Sessionly operates an internet-based marketplace that allows individuals (each, a "Customer" and collectively, "Customers") to identify and retain the services of experts in a particular area. Expert may access Sessionly Marketplace for the express purpose of promoting Expert's independent business, subject to the terms and conditions set forth in this Agreement. Expert may not advertise or offer to sell any goods or services for any commercial purpose on Sessionly Marketplace that are not directly related to the provision of expert services on an independent basis. Expert status \- Expert acknowledges that Sessionly provides nothing more than an internet-based marketplace for prospective and existing Customers to identify and retain the services of Experts. Expert further acknowledges that Sessionly is not directly or indirectly engaging Expert to render any services whatsoever to Sessionly, and that any engagement of Expert's services through Sessionly Marketplace is undertaken exclusively by the Customer who has engaged Expert. Neither this Agreement nor use of Sessionly Marketplace creates an independent contractor, employee/ employer, partnership, joint venture, or franchisor-franchisee relationship between Expert and Sessionly for any purpose whatsoever, including, without limitation, the application of the Fair Labor Standards Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state or local income tax law, any state workers' compensation laws, any state unemployment insurance law, and any other applicable federal, state, or local law. It is the parties' express intent that Expert will operate an independent business providing expert services to Customers. Non-exclusivity \- Expert and Sessionly acknowledge that the services provided by Expert under this Agreement are non-exclusive. Expert shall at all times be free to engage in any other work or business, whether or not related the provision of Expert's expertise, and whether or not such other work is full-time, part-time, piecemeal, or pursuant to any other scheduling arrangement. Nothing herein precludes Expert from advertising or providing Expert's services to the general public outside of Sessionly Marketplace. Hours/Cancellation fee \- Expert shall set and schedule Expert's own hours and sessions with Customers. Sessionly's policy states that the customer must cancel outside of the four-hour appointment window to receive a full refund. Platform fee \- Expert shall exclusively determine Expert's own fees. Expert shall pay a fee for the use of the Sessionly Marketplace ("Platform Fee") and authorizes Sessionly to deduct the Platform Fee directly from the payments collected from Customers by Stripe. Any deficient amounts for the Platform Fee shall be invoiced to Expert by Sessionly each month. The Platform Fee shall be 10% of each Customer session. In using Sessionly Marketplace, Expert shall only receive fees directly from Sessionly, and Expert agrees that under no circumstances will Expert attempt to seek or receive compensation for services provided hereunder directly from Customers. Payment system \- Sessionly shall employ Stripe as their third-party payment processor. Experts shall make themselves familiar with the Stripe Services Agreement. Expenses \- Expert acknowledges that Sessionly will not reimburse Expert for any expenses incurred by Expert related to Expert's rendering of services hereunder, including, without limitation, expenses associated with preparing for and administering sessions, educational and other materials, and transportation. Supplies \- Expert acknowledges that Sessionly will not provide any supplies, materials or equipment required by Expert to complete any services rendered to any Customer pursuant to this Agreement. Taxes \- Expert is responsible for all federal, state, and/or local taxes due as a result of the services provided hereunder by Expert. Sessionly shall not withhold (or allocate in any other manner) any amount of Expert's fees toward any federal, nor state, or local income tax, or toward payroll tax of any kind. Benefits \- Expert acknowledges that Expert is engaged in an independent business, and as such, Expert is not (and shall at no time become) eligible to participate in any pension, health, or other benefits plan of Sessionly. Insurance \- No Workers' Compensation Insurance shall be obtained by Sessionly for or on behalf of Expert. Expert understands that it is Expert's responsibility to comply with any applicable Workers' Compensation Law. Expert further understands it is Expert's responsibility to obtain any other insurance coverage applicable to the services Expert provides hereunder. Confidentiality \- Expert acknowledges that, during the performance of services, Expert will have access to information relating to Customer's identity, address, contact information, and other personal information or requests for services ("Confidential Information"). Expert shall, during the term of this Agreement and thereafter, hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services provided hereunder. Expert documents \- Expert acknowledges that a copy of all documents created by or received from Expert in connection with the services performed hereunder may be retained by Sessionly and used solely for administrative and/or record-keeping purposes. Indemnity and hold harmless clause \- Expert agrees to indemnify and hold harmless Sessionly, its subsidiaries, affiliates, other independent contractors and their respective directors, officers, employees and agents, from and against any and all claims, losses, expenses, costs, liabilities and damages (including any legal fee and expenses), any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance by Expert of work performed pursuant to this Agreement, including any act by Expert inconsistent with Expert's obligations and duties under this Agreement. Expert understands that Sessionly offers an internet-based marketplace for prospective Customers to connect with prospective Experts. Accordingly, Sessionly makes no representations to Expert about the suitability, character or background of any Sessionly Marketplace user (including, without limitation, Customers or their parents/guardians), nor does Sessionly perform any type of background check on users (including, without limitation, Customers or their parents/guardians). It is solely Expert's duty to exercise Expert's own judgment, protocols and/or standards when considering whether to engage with a prospective Customer. It is Expert's responsibility to conduct any and all background and reference checks regarding prospective Customers and other Sessionly Marketplace users. Copyright assignment \- Sessionly does not claim ownership or licensure of content that Expert provides on or through the Sessionly Marketplace including, but not limited to, articles, lessons, worksheets, files, testimonials, reviews, video submissions, and blog entries ("Site Content"). Unless otherwise stated herein, any Site Content that Expert provides in connection with Sessionly Marketplace shall be deemed to be provided on a non-confidential basis. Sessionly shall be free to use or disseminate such Site Content on an unrestricted basis for any purpose, and Expert grants Sessionly an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish any Site Content (including in digital form). Expert represents and warrants that Expert has proper authorization for the worldwide transfer and processing (among Sessionly, its affiliates, and third-party providers) of any information that Expert may provide on Sessionly Marketplace. Assignment \- Expert may not assign or transfer this Agreement without the express prior written consent of Sessionly. Academic dishonesty \- Expert agrees not to use Sessionly Marketplace to engage in academic dishonesty (e.g., completing assignments, writing papers, taking tests on someone's behalf, or work completion in violation of conduct policies of a school, university, academic institution or workplace) or other misconduct involving a Customer. Deactivation of platform Use \- Expert may deactivate their account at any time. Sessionly may deactivate an Expert's account for the following reasons: Expert's failure to meet Sessionly's vetting requirements Expert's material breach of this Agreement or misuse of Sessionly Marketplace Expert's misappropriation of Customers from Sessionly Marketplace for Expert's own pecuniary gain Expert's criminal record, charge or conviction Expert's failure to cooperate in good faith to resolve a Customer complaint Expert's repeated failure to respond timely to direct contacts through Expert's account For any other reason or for no reason, on 30 days' written notice to Expert In the event Sessionly terminates Expert's platform use, Sessionly will send an email notification of deactivation. Amendment \- This Agreement is subject to change by Sessionly without prior written notice at any time, in Sessionly's sole discretion. Any changes to the Agreement will be in effect as of the "Last Updated Date" referenced on the Sessionly website. Expert should review this Agreement before using Sessionly Marketplace. Expert's continued use of Sessionly Marketplace after the "Last Updated Date" will constitute Expert's acceptance of and agreement to such changes. For the avoidance of doubt, this Agreement may not be amended by Expert. Severability \- If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful. Governing law \- This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to conflict of law rules. Arbitration \- Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Lusby, Maryland. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of Sessionly and Expert. Nothing in this Section shall be deemed as preventing Sessionly from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Sessionly's data security, intellectual property rights or other proprietary rights. Entire agreement \- This Agreement, including the Terms of Use, contains the entire agreement and understanding between the parties hereto in respect to the subject matter hereof and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments, and practices between them respecting the subject matter hereof. If any term in the Agreement conflicts with a term in the Terms of Use, this Agreement shall control. Expert Agreement 1\. Acceptance of TermsWelcome to Sessionly ("Service" or "Site") owned and operated by Radical Group Inc ("Sessionly"). By applying to become an Expert on the Site, you are agreeing to comply with and be bound by the terms of this Expert Agreement (the "Agreement"), the privacy policy, expert community guidelines, and all rules, policies and disclaimers posted on the Site or about which you are notified (collectively "Terms"). Please review all of the Terms carefully before applying to become an Expert on the Site. By using the Site, you: (i) agree to be bound by the Terms; (ii) represent that you are over the age of eighteen (18) and able to form legally binding contracts; (iii) agree and acknowledge that by using the Service you are accepting a benefit that cannot be disgorged; (iv) acknowledge that the Service is subject to U.S. export controls and agree that you will comply with U.S. export controls; and (v) represent that you are neither located in a sanctioned country nor a prohibited person.

2\. Definitions

The words "User," "you" and "your" refer to the individual or entity that creates an Sessionly account. "Sessionly," "we," "us" and "our" refer to Sessionly. "Customer" refers to the person who asks a question on the Site. "Expert" refers to the person who answers a question on the Site.

3\. Electronic Communications and Right to Modify Terms

When you visit Sessionly or send us e-mails, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree to provide us with, and maintain in your Sessionly account profile, your current and active email address. Sessionly reserves the right to change, revise or modify the Terms (including, but not limited to, fees) at any time by posting the amended terms on the Site. All amended terms shall automatically be effective upon posting; provided, however, that those changes that Sessionly, in its sole discretion, deems material changes to the Terms will be effective upon the earlier of: (1) the agreement of the User; or (2) thirty (30) days after notice to the existing User via an email from an @Sessionly.co email address to the User's email address on file with Sessionly or via other means including, but not limited to, a banner, message, or other conspicuous notice on the Sessionly website. Your continued use of the Service will signify your acceptance of the changes regardless of whether you actually saw or read the notice regarding such change(s). If you do not accept the changes, your sole and exclusive remedy is to discontinue using Sessionly. The latest Terms will be posted on the Site, and you should review them prior to using the Site.

4\. The Website

The Sessionly Site is an online venue for informational and educational purposes, owned and operated by Sessionly, that exists solely to broker relationships between Experts and potential Customers of those Experts who are interested in purchasing their Expert services. Sessionly is not in the business of providing or selling information or education that is within any Expert's area of expertise. Users of the Site, not Sessionly, provide the content in Posts (defined below). The Experts determine, in their sole discretion, which calls to answer and engage. Experts are not employees or agents of Sessionly. Rather, they are independent service providers using the Site to sell their Expert knowledge to Customers and, as such, are along with Customers simply Users of the Site. Sessionly is not involved in the conversations between Experts and Customers. Sessionly shall not be liable for any acts or omissions of Experts, content in Posts or calls, the ability of Experts to answer questions, or the ability of Customers to pay for answers. We cannot ensure that a Customer will complete a transaction. Notwithstanding the foregoing, Sessionly reserves the right, but is not obligated, to refuse to post or to remove any content on the Site. EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should not be directed to the Site and should, instead be directed immediately by telephone or in-person to qualified professionals (e.g., in the U.S., call 911). The Site is not the appropriate venue to deal with such situations.

5\. Posts Are Not Private or Confidential; Anonymity

The Site is an Internet-based forum. Information and materials submitted in the content of questions, answers, calls, requests for information, responses, profiles, signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate on the Site (collectively "Posts") is not private or confidential, nor is it protected by attorney-client, doctorpatient, or any other privilege, and it may be read, collected, and used by others. For example, search engines may index questions, answers, and other Posts to allow them to appear in search engine results (e.g., if someone does a search on google.com or another search engine, questions, answers, and other Posts on Sessionly.co that relate to the search may appear in the search results list).

6\. Expert Representations and Covenants

By agreeing to this Expert Agreement and completing the online registration process, you are representing and agreeing that: (a) All information you provide in your registration with Sessionly relates to yourself only and is accurate, complete, and not misleading. (b) You accurately describe your background, skills, knowledge, and your level of experience (including professional licenses, certifications, education, employment, etc.). (c) You will not misrepresent yourself, such as, but not limited to, using or creating a misleading username. (d) (1) You will maintain and update the information described in subsections (a) – (d) above within twenty-four (24) hours of any changes so that it remains true, accurate, and complete. In addition, if any change to such information alters the status of any of your credentials that have been verified for purposes of being an Expert on the Site (e.g., active license becomes inactive or suspended, disciplinary investigation is opened, etc.), you will notify Sessionly of such change by sending an email to hi@Sessionly.co within twenty-four (24) hours of the change. In addition, if such change makes you ineligible to be an Expert on the Site, then you must immediately cease answering questions on the Site. (2) Sessionly reserves the right, and Expert agrees to comply, to periodically audit the credentials of any Expert on the platform. (e) You will not answer questions in any of the other categories or subcategories if you do not meet the requirements of those categories or subcategories. As an example, you will not answer questions in any of the Legal, Medical or Veterinary categories or subcategories unless you are a licensed attorney, MD/DO or veterinarian (or the local equivalent), respectively, with an active license in good standing. If you are unclear about the requirements for Experts in particular categories or subcategories, please email hi@Sessionly.co. (f) You will provide competent answers that are within your realm of expertise and any applicable credentials only, and will use at least a reasonable standard of care in providing answers. A reasonable standard of care is the higher of: (i) the standard you apply in your profession not conducted on the Site; or (ii) the standard of care required by the applicable profession. (g) Experts in the Medical, Health, Veterinary, Pet, or Large Animal categories shall provide general information only, not medical or veterinary advice. They shall not diagnose, treat, or recommend treatment or a course of action that should only be performed or recommended after an in-person examination or meeting, and they shall not act in a manner or engage in a form of communication that would establish a professional-client relationship on the Site; however, they may do so outside of the Site. (h) Experts in the Legal categories must be attorneys licensed to practice law, and be in good standing, in at least one jurisdiction in the United States or foreign country. Such Experts shall provide general information only, such as providing descriptions of general principles of law, and shall not provide legal advice. In responding to questions, Experts in the Legal Category shall not apply their legal knowledge or skills to resolve or advise on the Customer's specific factual circumstances described in the question, such as by proposing a specific course of action (other than advising the User to seek the advice of an attorney licensed to practice in the relevant jurisdiction). Experts in the Legal Category shall not form an attorney-client relationship on the Site; however, they may do so outside of the Site. (i) You will not do anything to manipulate, undermine, or disrupt the integrity of any Customer, Expert, or other feedback ratings, reports, or systems on the Site, including, but not limited to, by filing false reports about other Experts. You will not harass or threaten any other User of the Site. (j) You will not disclose (which a Customer will be prompted to rate) any information that is classified more aptly as an "Information Request." (k) You will abide by all the laws, rules, regulations, and ethical standards pertaining to your profession and/or the profession applicable to categories in which you are an Expert (including, if applicable, any ethical obligations relating to conflicts of interest). (l) You agree that any content you provide on the Site and your use of the Site or any additional services (whether such additional services are Informational or Beyond-Information Only, as defined below) initiated through the Site shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party's proprietary rights or rights of publicity or privacy (c) be illegal or violate any federal, state, or local law, statute, ordinance, regulation, or ethical code; (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or (h) link directly or indirectly to, or include descriptions of, goods or services that are prohibited under the Terms or that you do not have a right to link to or include. If you post material that is adult in nature, such material shall be posted with "Mature Audiences Only" in the listing title and appropriate notices to prevent unauthorized underage viewing and shall be distributed only to people legally permitted to receive such content. You may not consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance, or regulation. Furthermore, you may not resell or make any commercial use of our system or the content on the Site without Sessionly prior written consent. We do not knowingly collect personal information from children under thirteen (13) years of age, and if we become aware that a child under the age of thirteen (13) has submitted personal information to us, we will promptly remove it from our systems.

7\. Duration and Termination of Agreement

(a) This Agreement shall be for an initial duration of thirty days after Sessionly approves the Expert's request to use the Site as an Expert, and will automatically renew for thirty-day intervals on the thirtieth day of the initial duration and of each successive term thereafter (each a "Duration"), unless and until one party gives the other at least ten days' written notice before the end of the thencurrent Duration of its intention not to renew this Agreement. You may terminate your service and account by written notice via e-mail to hi@Sessionly.co. Terminations typically will be effective within seven (7) business days after our receipt of your termination notice, at which time your account will be closed, and you will no longer be able to access your former account. Any payments accrued as of the effective date of termination will be payable according to the Terms. (b) Sessionly can terminate this Agreement in the event of a breach of this Agreement by the Expert, provided that Sessionly gives the Expert notice of the breach of the Agreement (with notice of temporarily suspended access to the Site), with a reasonable opportunity to cure the breach within twenty days, in situations involving, for example, failure to qualify to provide services as an Expert in the approved subject matter, or Sessionly's good faith belief that the Expert poses a risk to the safety or health of others; or the Expert's engagement in fraud, gaming, or other improper use of the Site or the Services with or through a Customer that has a Membership, which allow Customers who are "Members" to receive the benefits of the Site for multiple questions on the Site for a monthly or other-period recurring fee. (c) Either party may terminate the Expert Agreement immediately and without notice upon a material breach.

8\. Informational and Educational Purposes Only

The Sessionly Site is a venue for informational and educational purposes only. The formation of a professional-client relationship on the Site is prohibited; however, the formation of a professionalclient relationship outside the Site is not prohibited, as long as the User requested those services. Promoting non-free services, provided by the Expert, outside of the Sessionly site is prohibited, except in the case the User requests this information.

9\. Content and License

Any information or communications provided in questions, answers, calls, video calls, messages, requests for information, responses, profiles, Expert signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate with one another on the Site ("Posts") will not be considered confidential and may be used by Sessionly for any purpose. This may include, but is not limited to, using your signature and/or profile information in emails sent to Customers alerting them to your postings. You understand and agree that Sessionly may send Customers emails pertaining to their questions and your answers that are signed by your username (but sent on your behalf from a Sessionly email address). For example, Sessionly may let the Customer know that you have sent the Customer an email, have responded to their question, and/or have not been paid for an answer (and the Customer should therefore remit payment). As between you and Sessionly, Sessionly will maintain whatever ownership interest you have in and to the Posts you provide on the Site. Sessionly reserves the right to remove any or all of your Posts, in whole or in part, at any time with or without notice. You grant to Sessionly a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform or create derivative works thereof, that you have in your Posts, in any media now known or not currently known, with respect to any such Posts. To allow Sessionly to assist you in protecting your copyrights in your Answers, at its sole discretion, you grant Sessionly the right to act on your behalf solely in submitting DMCA takedown notices to other websites to remove copies of your Answers on Sessionly.co from other websites. You agree to notify Sessionly at hi@Sessionly.co within twenty-four (24) hours of posting any portion of your Answers on another website or granting permission to another person or entity to do so, so that Sessionly does not submit a DMCA takedown notice for such content. If you do not wish Sessionly to assist you in protecting your copyrights in this manner, please send an email to that effect to hi@Sessionly.co . You agree that Sessionly has no obligation to make any searches or submit any DMCA takedown notices on your behalf.

10\. Fees

Customers on Sessionly may be presented with one or two payment models: (1) pay-per-call ("PPC") model; and (2) membership model. Question values are based on the Customer payment amount and other factors including but not limited to, Customer-related needs and estimated costs to Sessionly, which factors are determined and may be changed from time-to-time by Sessionly in its sole discretion, as well as the factors explained below. Expert may receive fees as follows: (a) when a Customer rates an answer 2 (out of 5\) or higher, the question value is placed into the Expert account. Payments to Experts from Customers do not accrue interest; or (b) in select categories of questions, tiered pricing shall determine what an Expert receives in fees for each question. An Expert qualifies for a pricing tier based on the following: (a) Each answer an expert provides to a customer will be rated based on either a Customer rating or a rating from an independent third party (the "Answer rating"). Each expert receives an aggregate rating (the "Expert Rating") based on the percentage of questions the Expert answered and the average Answer Rating and access to different pricing tiers is based onYou acknowledge that Sessionly has no control over, and makes no representation or warranty of any kind, as to the ability or willingness of other Users to pay for the answers provided by Experts. In addition, you acknowledge that you are never required by Sessionly to answer any questions on the Site. Once you have more than Twenty U.S. Dollars (US$10) of payments from Customers in your account (you cannot place funds into your account to reach $10; it must be accumulated through Customer payments), you may request payment via the link in your app. Sessionly transfers properly requested Customer payments to Experts via PayPal or Stripe, within 7 days (or, in its discretion, Sessionly may choose to forward Customer payments even without an Expert's request for payment). You agree that Sessionly has the right to produce discounts, coupons, and/or credits that Users can apply towards reducing the price of a service, affecting the fee that Sessionly collects from the Expert. You agree that Sessionly has the right to resolve Customer complaints as it deems necessary or advisable, including, in Sessionly's sole discretion, issuing refunds to Customers to settle disputes. If Sessionly decides to issue a refund to a Customer, Sessionly may seek reimbursement from the Expert for such refund, or Sessionly may offset any refunds against any future Customer payments to be forwarded to the Expert. Sessionly also reserves the right to resolve accounting discrepancies with Customers in its sole discretion. such Expert Rating. If Sessionly believes, in its sole discretion, that any Customer funds were paid to an Expert under suspicious circumstances or that funds were derived from a suspicious Customer account, Sessionly will investigate the situation until it has reached an adequate resolution, as determined by Sessionly in its sole discretion. The investigation or resolution may require the involvement of certain third parties, such as an applicable credit card company. Such an investigation may require Sessionly to put a hold on an Expert's account. Sessionly will make commercially reasonable efforts not to exceed a 90 day hold on an Expert's account during such an investigation. Sessionly disclaims any warranty that its billing and payment system is without error. If an Expert believes there is a problem with Sessionly's billing or payment system, the Expert should notify Sessionly by email to hi@Sessionly.co within thirty (30) days of such problem. Upon receipt of the notification of such a problem, Sessionly will, in good faith, work to remedy any alleged payment errors.

11\. Question Value

You are prohibited from negotiating payment with a User, regarding answers you post to the Site, unless expressly allowed by Sessionly.

12\. Expert Accounts and Relationship to Sessionly

You may not share your account with, nor use the account of, anyone else. You will be solely and fully liable and responsible for all activities and answers provided under your username and account. In addition, if any Sessionly account of yours has been suspended or terminated, you may not open another account on the Site. No relationship (such as partnership, agent, joint venturer, or employee) between you and Sessionly is created by this Agreement or your participation on the Site. You acknowledge that you are not an employee or agent of Sessionly but are, like Customers, only Users of the Site. You shall act in accordance with this status and shall not hold yourself out as an officer, employee or agent of Sessionly, nor make any claim based on any right or privilege applicable to Sessionly's employees. Under no circumstances shall you look to Sessionly as your employer, or as a partner, agent, or principal. Nothing regarding your participation on the Site will be considered as an endorsement, referral or recommendation by Sessionly of you or the answers you provide and you will not, either on the Site or in any other forum or by any other means, suggest such an endorsement. It is the express intention of Sessionly and the Expert that the Expert be an independent contractor. Nothing in this Agreement shall in any way be construed to constitute the Expert as an agent, employee, or representative of Sessionly. Without limiting the generality of the foregoing, the Expert is not authorized to bind Sessionly to any liability or obligation or to represent that the Expert has any such authority. Expert agrees to furnish all tools and materials necessary to answer questions on the Site and shall incur all expenses associated with such performance. Expert further agrees that any use of site tools, Sessionly's mobile application or any other tools ("Tools") offered by Sessionly is optional and such Tools are purely offered for Expert's convenience and usage of such Tools are not mandatory. Expert acknowledges and agrees that Expert is obligated to report as income all compensation received by Sessionly pursuant to this Agreement. Expert agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income. Expert will receive no Sessionly-sponsored benefits such as, but not limited to, paid vacation, sick leave, medical insurance, and 401k participation. If Expert is reclassified by a state or federal agency, court, or arbitrator as Sessionly's employee, Expert will become a reclassified employee and will receive no benefits from Sessionly, except those mandated by state or federal law, even if by the terms of Sessionly's benefit plans or programs of the Company in effect at the time of such reclassification, Expert would otherwise be eligible for such benefits.

13\. Limited Exclusivity and Other Agreements

By agreeing to this Expert Agreement and completing the online registration process, you are agreeing that: (a) You will not post – or authorize anyone else to post – any portion of your calls or answers on Sessionly or any other fee-based question-and-answer website, unless that question-and-answer component is via the Sessionly referral program or it is a website on which you are the only person answering questions. This does not prohibit you from providing the same substantive answer to a question, but only from providing it using the same words as used on the Site. (b) The provisions of this Agreement are not intended to prevent you from practicing your profession, but only from engaging in the limited activity described therein. (c) You will not make any statement that disparages Sessionly, its services, products, directors, officers, employees, shareholders or agents, except as required by law or in communications exclusively to Sessionly. (d) You will not provide information on any other websites about Sessionly, unless you expressly state that your statements are not made on behalf of and have not been approved by Sessionly. (e) You will not use any automated programs to automatically lock questions that are posted on the Sessionly website or responded to messages sent to you.

14\. Confidentiality

You acknowledge that Sessionly and its licensors and suppliers own the rights to the Sessionly website and the content displayed on the Site other than Posts. You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Sessionly website, any software distributed by or assist any other person or entity in doing so. You acknowledge that all content, including, but not limited to, text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Sessionly, Users, or Sessionly advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, whether done directly or through intermediaries (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds), including, but not limited to, code and software for commercial purposes. For permission to use third-party materials appearing on the Site, please contact the copyright owner. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Any access to or use of Sessionly to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with Sessionly (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) without the prior written authorization of Sessionly is prohibited. This prohibition specifically applies to, but is not limited to, software, programs, applications, and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology, or product that exists now or in the future. If you access Sessionly or copy, display, distribute, perform, or create derivative works from content displayed on the Site or other intellectual property in violation of this Agreement, your access, copying, display, distribution, performance, or derivative work is unauthorized. Circumvention of any technological restriction or security measure on Sessionly or any provision of this Agreement that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of Sessionly webpages on your computer or computer server constitute "copies" under the Copyright Act, 17 U.S.C. § 101\. You agree that Posts on the Site, materials, ideas, comments, and testimonials that you submit on the Site or other venues, including, but not limited to, the Sessionly blogs and the Sessionly venues on www.facebook.com,www.instagram.com, www.twitter.com, www.linkedin.com, www.youtube.com, www.pinterest.com, www.tiktok.com, or to the Site administrator or any employee, officer or agent of Sessionly ("User Content"), will not be considered confidential and may be used by Sessionly, in its sole discretion, without any obligation to compensate you for the use of or to return any submitted materials. You also agree that Sessionly owns, and has the right to register in its name, trademarks and service marks for any category names that you create on Sessionly, so do not use a category name that you want to reserve for your own benefit. Sessionly may use other trademarks or service marks in lieu of the category names that you create. You grant to Sessionly a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in your Posts, recorded calls, and User Content, in any media now known or not currently known, with respect to any such Posts and other User Content. Notwithstanding the above, please note that Experts are granted access to the Site beyond the access granted to other Users and, as such, have access to information not known by non-Expert Users of the Site ("Confidential Information"). Experts shall maintain all Confidential Information in confidence; shall use such Confidential Information in confidence; shall use such Confidential Information only in connection with their legitimate activities on the Site; shall not use Confidential Information for the purpose of developing, operating, or participating in any competing service; and shall not disclose Confidential Information to non-Experts unless required by law.

15\. No Endorsement of Non-Sessionly Entity; No Relationship with Users

Sessionly may endeavor to offer to its Users products and services offered by non-Sessionly entities. The Site may contain links to third party websites and service providers (collectively, "Third Party Services") that are not owned or controlled by Sessionly. Sessionly has no control over and assumes no responsibility for the content, practices, and privacy policies of such Third Party Services. Sessionly encourages you to, and you acknowledge that you are solely responsible for, reviewing and complying with any third party terms and conditions and privacy policies. Sessionly cannot and will not censor or edit the content of any Third Party Service. Placement of information, logos, links, or names of such non-Sessionly entities on the Site does not constitute an endorsement or warranty of these entities, their products or services. By using this Site, you agree that Sessionly is not responsible for, and you take full responsibility for, a decision to visit or patronize any such Third Party Service or entity, you hold Sessionly harmless from any and all liability arising from such actions, and you expressly relieve Sessionly from all liability arising from your use of Third Party Services. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE SITE FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.

16\. Information Control and Storage

We do not control the information provided by Users, which you may find to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. There are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and that Sessionly is not responsible for the acts or omissions of Users on the Site. The amount of storage space per User is currently limited. You agree that Sessionly is not responsible or liable for the deletion or failure to store content and/or other information.

17\. Exclusion of Warranties

Sessionly SERVICES, SOFTWARES, AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. Sessionly DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Sessionly DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE MATERIALS AVAILABLE THROUGH THE SERVICE, FROM THIRD PARTIES OR A LINKED SITE WILL BE CORRECT, ACCURATE, TIMELY, RELIABLE OR OTHERWISE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.UNDER NO CIRCUMSTANCES WILL Sessionly BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER'S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE, FROM THIRD PARTIES (SUCH AS EXPERTS OR OTHERS) OR A LINKED SITE, OR USER'S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS SITE IS AT USERS' SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Sessionly OR THROUGH OR FROM THE Sessionly SERVICES SHALL CREATE ANY WARRANTY.

18\. Right to Discontinue

At any time, with or without notice, for any or no reason, and in its sole discretion, Sessionly reserves the right to modify or discontinue any portion or all of the Site or the Services. Expert has no rights in and to the Site and Services. You are never required to answer any questions posted on the website or asked on a call.

19\. Press Releases and Third-Party Press about Sessionly

The Site may contain press releases and other information about Sessionly. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Sessionly. Likewise, third-party press about Sessionly or the Site should not be relied upon as being provided or endorsed by Sessionly.

20\. Indemnification

You agree to indemnify and hold Sessionly, any and all parent, subsidiary and affiliate organizations, officers, directors, agents, shareholders, consultants, employees, successors, and assigns harmless from and against all losses, costs, liabilities and expenses, including reasonable attorneys' fees, asserted by any third party that are in any way due to, or arising out of, your use of or conduct on the Site, including, without limitation, that results from any answer provided or relied upon on the Site.

21\. Dispute Resolution: Mediation and Arbitration

This Section 21 may be referred to as the parties' "Dispute Resolution Agreement." If you have a dispute with Sessionly or if Sessionly has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below: (a) Informal Resolution. Prior to initiating mediation or arbitration, the party with a grievance must: (1) Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the Expert's email address on file with Sessionly, or (b) Radical Group Inc, 1222 Electric Ave, Los Angeles, CA 90291, or hi@Sessionly.co , whichever is applicable ("Dispute Notification"). (2) The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. (3) The other party then has 15 days to reply to the response. (b) Mediation. If the dispute is not resolved informally, either party may make a demand for mediation, with the other party's consent, by filing either a (i) Request for AAA Online Mediation for Claims under $10,000 with the American Arbitration Association ("AAA"); or (ii) Request for Mediation with the AAA. To file a request for mediation for a claim under $10,000, you must go to the following website: https://services.adr.org/eroom/faces/welcome\_and\_steps.jspx https:// www.aaamediation.org. If that link does not work, please contact hi@Sessionly.co at Sessionly for updated information. If you are requesting mediation for a claim that is worth $10,000 or more, you must go to the following website to file such a claim: https://www.adr.org/aaa/faces/services/ disputeresolutionservices. If that link does not work, please contact hi@Sessionly.co at Sessionly for updated information. If either party requests mediation and both parties consent to mediation, the costs of mediation will be borne equally by the parties. (c) Arbitration. (i) Mutual agreement to arbitrate. If mediation does not occur or if mediation does not resolve the dispute, then both parties agree that all disputes between them, including without limitation, those disputes arising out of or related to this Agreement, the Services provided under this Agreement, the termination of this Agreement, the use of the Site, and the "Terms" as defined in the Agreement, shall be determined exclusively by final and binding arbitration before a single, neutral arbitrator as described herein. (ii) Covered claims. Claims subject to arbitration under this Dispute Resolution Agreement include, but are not limited to, the following types of claims between and among Expert on the one hand, and Sessionly, its subsidiaries, affiliates, shareholders, officers, directors, employees, benefit plans, or agents, any alleged joint employers, and any of Sessionly's Users (including Customers and Experts), on the other hand: breach of contract; discrimination, harassment, or retaliation; wrongful discharge; negligence or other tort claims including defamation, libel, slander, fraud, invasion of privacy, and infliction of emotional distress; claims for wages, overtime, benefits, or other compensation; and all other statutory, regulatory, contractual, or tort claims or claims of violation of any international, federal/national, state/provincial, or local statute, ordinance, governmental enactment, common law duty, provision, or doctrine. Except as provided below, the parties voluntarily waive all rights to trial in court before a judge or jury on claims between them. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. The only disputes and actions excluded from this Dispute Resolution Agreement are: (a) actions to enforce this Dispute Resolution Agreement, compel arbitration, or claims by either party seeking temporary injunctive relief prior to the appointment of the arbitrator; and (b) claims for which this Dispute Resolution Agreement would be invalid as a matter of law. Individual knowingly and voluntarily waives the right to file or seek relief in a court seeking recovery of money damages. (iii) Arbitration rules and selection of arbitrator. Unless the parties agree otherwise in writing, the AAA shall administer the resolution of covered disputes pursuant to the Commercial Arbitration Rules and the supplementary procedures for Consumer Related Disputes (collectively, "AAA rules"). Copies of these rules can be obtained at the AAA's website (www.adr.org) or by calling the AAA at 1-800-778-7879. Federal Rule of Civil Procedure 68 ("Offer of Judgment") shall apply, as well. In the event of any inconsistency between this Dispute Resolution Agreement and the applicable rules of the AAA, this Dispute Resolution Agreement shall govern. The parties shall have 30 days from receipt of a notice of arbitration to select a mutually agreeable arbitrator. If the parties are unable to jointly select the arbitrator, the arbitrator shall be selected as provided in the AAA's rules. (iv) Commencement of arbitration and location of hearing. A party wishing to initiate arbitration must notify the other party in writing by hand delivery or certified mail. The notice must identify the party requesting the arbitration, and it must describe the facts upon which the claim is based, the date and location of any occurrences giving rise to the claim, and the remedy requested. Notice must be sent to the Expert's email address on file with Sessionly, or Radical Group Inc, 1222 Electric Ave, Los Angeles, CA 90291 or hi@Sessionly.co . The arbitration hearing shall be held in Los Angeles, California. (v) The payment of filing and arbitration fees will be governed by the relevant AAA rules subject to the following modifications: 1\. If the Expert initiates arbitration under this Dispute Resolution Agreement and is otherwise required to pay a filing fee under the relevant AAA rules, Sessionly agrees that, unless the claim is for $5,000 or more, the Expert's share of the filing fee is limited to $50, and after the Expert submits proof of payment of the filing fee to Sessionly, Sessionly will promptly reimburse the Expert for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of the Expert's claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA rules. 2\. If Sessionly initiates arbitration under this Dispute Resolution Agreement, Sessionly will pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court or agency), including the regular and customary administrative fees and expenses charged by AAA. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. 3\. Except as provided for in Federal Rule of Civil Procedure 68, each party shall pay its own attorneys' fees and any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court or agency such as costs to subpoena witnesses and/or documents; take depositions and purchase deposition transcripts; copy documents; etc.). (vi) Authority of the arbitrator. The arbitrator shall have the same authority to order remedies to individual claimants as would a court of competent jurisdiction. The arbitrator shall also have the same authority to decide dispositive motions as would a court, though he or she may establish appropriate and less formal procedures for such motions consistent with the expedited nature of arbitration proceedings. The arbitrator shall have the authority to issue subpoenas to compel the attendance of witnesses at the arbitration hearing and to compel the production of documents during discovery. Except as provided below, the arbitrator shall have the authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Dispute Resolution Agreement, including without limitation any claim that the Dispute Resolution Agreement is void or voidable. The arbitrator shall not have the authority to hear disputes not recognized by existing law and shall dismiss such claims upon motion by either party in accordance with the standards and burdens generally applicable in federal district court. ssionly must be brought in Expert's individual capacity and not as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Similarly, any claims covered by this Dispute Resolution Agreement that Sessionly may have against Expert may not be brought as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Expert understands that there is no right or authority for any dispute covered by this Dispute Resolution Agreement to be heard or arbitrated on a collective action basis, class action basis, as a private attorney general, or on bases involving claims or disputes brought in a representative capacity on behalf of the general public, on behalf of other Sessionly company employees (or any of them) or on behalf of other persons alleged to be similarly situated. Expert understands that there are no bench or jury trials and no class actions or representative actions permitted under this Dispute Resolution Agreement. The arbitrator shall not consolidate claims of different Experts into one proceeding, nor shall the arbitrator have the power to hear arbitration as a class action, collective action, or representative action. Any disputes regarding the enforceability or scope of this provision including, but not limited to, whether class, collective, or representative actions are authorized in arbitration by this Dispute Resolution Agreement, shall be decided by a court of competent jurisdiction rather than by an arbitrator. (viii) Form of the award. The arbitrator shall render a written award setting forth his or her findings of fact and conclusions of law. (ix) WAIVER OF JURY TRIAL. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE PARTIES VOLUNTARILY WAIVE ALL RIGHTS TO A TRIAL IN COURT BEFORE A JUDGE OR JURY ON ALL CLAIMS BETWEEN THEM COVERED BY THIS AGREEMENT. (x) Governing law applicable to this Dispute Resolution Agreement. The parties acknowledge that Section 21 contains the parties' "Dispute Resolution Agreement"; that this Dispute Resolution Agreement is made in the course of interstate commerce; that any arbitration under this Dispute Resolution Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §1 et. seq. (the "FAA"); and the parties are subject to the FAA for purposes of the Dispute Resolution Agreement. This choice of law provision applies only to this Dispute Resolution Agreement, and not to the rest of this Agreement or Terms. (xi) Attorney's fees; survival; and right to consult. The arbitrator shall award attorney's fees and costs to the prevailing party in any arbitration arising out of or relating to this Agreement, the Terms, and where otherwise provided by applicable law. This Dispute Resolution Agreement section shall survive termination of this Agreement. Expert acknowledges and agrees that he/she is entering into this Dispute Resolution Agreement voluntarily and without any duress or undue influence by Sessionly or anyone else. Expert further acknowledges and agrees that he/she has carefully read this Dispute Resolution Agreement and that Expert has asked any questions needed for Expert to understand the terms, consequences and binding effect of this Dispute Resolution Agreement and fully understand it, including that Expert is waiving his/her right to a jury trial. Finally, Expert agrees that he/she has been provided an opportunity to seek the advice of an attorney of Expert's choice before agreeing to this Dispute Resolution Agreement.

22\. Choice of Law

The Terms shall be governed by, and construed in accordance with the laws of the State of Califronia, without regard to its conflicts of law provisions, except as set forth in Section 21 of this Agreement (the "Dispute Resolution Agreement").

23\. Miscellaneous

Failure to enforce any provision of this Agreement by Sessionly shall not constitute a waiver of any provision by Sessionly. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement. All provisions not affected by the invalidity shall remain in full force and effect. The Terms constitute the complete and exclusive statement of the Agreement between you and us. It supersedes any and all prior or contemporaneous agreement, oral or written, and any other communications, representations, warranties and understanding relating to the subject matter of the Terms. If there is a conflict between an oral or written representation of any Sessionly employee or agent and the Terms (other than modifications to the Terms executed in writing by the CEO or authorized-in-fact representative of Sessionly), the Terms will prevail. To the extent the Terms are in conflict or inconsistent with one another, this Agreement and the Privacy Policy will prevail for Experts over other terms, rules, policies, and FAQs on the Site. If any provision(s) of the Terms is held by a court or arbitrator of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. Sessionly's failure to exercise or enforce any of the Terms shall not constitute a waiver of Sessionly's right to exercise or enforce the Terms as to the same or another instance. Headings in this and Related Agreements are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms. You agree that Sessionly may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason. Sessionly shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an authorized officer of Sessionly. No delay or omission on the part of Sessionly in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. Certain sections of this Agreement, by their terms, survive the termination of this Agreement.