Expert Agreement

Critical Notice

1. Independent Contractor Status

Nature of Relationship

Experts registered on Sessionly are independent contractors. Nothing in this Agreement or the Terms of Service creates or implies an employer-employee relationship, partnership, joint venture, agency, franchise, or any other form of legal association between Sessionly Inc. and any Expert.

No Employment Benefits

As an independent contractor, you are not entitled to and will not receive any of the following from Sessionly:

• Wages, salary, or hourly compensation from Sessionly
• Health, dental, vision, life, or disability insurance
• Workers’ compensation coverage
• Unemployment insurance
• Retirement or pension benefits
• Paid time off, vacation, or sick leave
• Stock options or equity compensation

Expert’s Sole Responsibilities

As an independent contractor, you are solely responsible for:

• All federal, state, and local taxes on your earnings, including self-employment tax
• Obtaining and maintaining any professional liability or business insurance you require
• Providing and maintaining your own equipment, tools, and workspace
• Setting your own schedule and availability on the Platform
• Serving multiple clients outside of Sessionly, as you see fit

California AB5 Three-Part Test Acknowledgment

Consistent with the Borello test and ABC test applied under California law, by registering as an Expert you confirm:

• (A) You are free from the control and direction of Sessionly in connection with the performance of your work, both under this Agreement and in fact;
• (B) You perform work that is outside the usual course of Sessionly’s business — Sessionly is a technology marketplace, not a provider of the expert services you offer; and
• (C) You are customarily engaged in an independently established trade, occupation, or business of the same nature as the work you perform on Sessionly.

2. Expert Eligibility Requirements

To register and maintain an Expert account on Sessionly, you must:

• Be at least 18 years of age
• Provide valid, current, government-issued photo identification when requested
• Possess genuine expertise, experience, and knowledge in your stated areas of specialization
• Hold all professional licenses, certifications, or credentials required by law for your service category
• Have no convictions for crimes involving fraud, violence, sexual misconduct, or crimes against persons
• Not appear on any registered sex offender database
• Have the legal right to work and provide services in your country and state of operation

Sessionly reserves the right to conduct identity and background verification checks at any time. Providing false information during onboarding or at any time thereafter is grounds for immediate permanent termination.

3. Expert Responsibilities

Profile Accuracy

• Maintain accurate, truthful, and current profile information at all times
• Promptly update all credentials, licenses, certifications, and expertise descriptions when they change or expire
• Not claim expertise, credentials, or qualifications you do not genuinely possess

Session Obligations

• Honor all confirmed bookings — failure to appear is a serious policy violation
• Arrive and be ready to begin sessions at the scheduled start time
• Conduct all sessions with professionalism, competence, and care
• Maintain current availability on the Platform to prevent booking conflicts
• Respond to student inquiries within a reasonable timeframe

Professional Standards

• Maintain the highest standards of professional conduct in all interactions on the Platform
• Immediately direct any client experiencing an emergency to call 911 or other emergency services
• Never guarantee specific outcomes, results, financial returns, or performance improvements

4. Expert Code of Conduct

You MUST:

• Maintain clear and appropriate professional boundaries with all clients at all times
• Respect the confidentiality of all client information shared during sessions
• Provide honest, qualified advice and guidance within your genuine area of expertise
• Include required disclaimers in sessions involving regulated professional services
• Treat all clients with equal respect and professionalism regardless of background

You MUST NOT:

• Share any client’s personal information with third parties without explicit consent
• Solicit clients to communicate or book sessions outside the Sessionly platform
• Engage in any romantic, sexual, or inappropriate personal conduct with clients
• Discriminate against any client based on race, color, religion, sex, gender identity, sexual orientation, national origin, disability, age, or any other protected characteristic
• Record any session without the explicit prior consent of the client
• Use the Sessionly brand, name, or trademarks in any external marketing without written permission from Sessionly
• Guarantee specific results, financial returns, or performance outcomes to any client

5. Category-Specific Requirements

Medical & Health Experts

All Experts operating in health, wellness, or medical-adjacent categories must:

• Include the following verbal or written disclaimer at the start of every session: “The information provided in this session is for educational and informational purposes only and does not constitute medical advice, diagnosis, or treatment.”
• Actively encourage clients to consult licensed physicians or healthcare providers for any medical concerns
• Never diagnose medical conditions or prescribe treatments of any kind

Legal Experts

All Experts operating in legal categories must:

• Include the following disclaimer: “Nothing in this session constitutes legal advice. No attorney-client relationship is formed through any session on Sessionly.”
• Clarify the distinction between general legal information and legal advice
• Recommend that clients consult a licensed attorney for their specific legal situation

Financial Experts

All Experts operating in financial, investment, or tax advisory categories must:

• Include the following disclaimer: “The information provided in this session is for educational and informational purposes only. It does not constitute financial, investment, or tax advice, and no guarantee of returns or financial outcomes is made or implied.”
• Not make specific investment recommendations or guarantees of returns
• Encourage clients to consult licensed financial advisors before making investment decisions

6. Insurance Requirements

• Professional Liability (E&O) Insurance: Strongly recommended for all Experts; required for Experts in medical, legal, financial, and mental health categories.
• General Liability Insurance: Recommended where applicable to your services.
• Experts are solely responsible for all claims, liabilities, and damages arising from their services that are not covered by insurance.
• Sessionly’s liability limitation provisions in the Terms of Service apply fully regardless of your insurance coverage.

7. Earnings & Payments

Commission Structure

Sessionly deducts a platform commission from each session payment based on your membership tier:

• Standard (Free): 25% commission retained by Sessionly
• Verified: 17.5% commission retained by Sessionly
• Featured: 12.5% commission retained by Sessionly
• Elite: 5% commission retained by Sessionly

Payout Schedule

• Earnings are paid out weekly via Stripe Connect to your registered bank account or debit card
• A minimum payout threshold applies (displayed in your dashboard settings)
• Payouts may be delayed during dispute investigations or for verification purposes

Tax Obligations

• You are solely responsible for all taxes on your Sessionly earnings, including self-employment tax
• Sessionly will issue IRS Form 1099-NEC to US-based Experts earning $600 or more in any calendar year
• Sessionly does not withhold income taxes from Expert earnings

Chargebacks & Disputes

• Chargebacks initiated by clients may result in deductions from your pending payouts
• Sessionly reserves the right to withhold payouts during the investigation of disputes, complaints, or suspected fraud
• Repeated chargebacks or disputes may result in account review and potential suspension

8. No-Show & Cancellation Policy

Expert No-Show

• Failure to appear for a confirmed session without prior cancellation constitutes a no-show
• First no-show: Warning and notation on account
• Three no-shows within any 90-day period: Mandatory account review
• Five no-shows: Account suspension pending review
• Each no-show results in a full refund to the affected client

Expert Cancellation

• Cancelling a confirmed session always results in a full refund to the client regardless of timing
• Late cancellations (under 2 hours before the session) incur a penalty point
• Repeated cancellations may trigger account review and potential removal from the Platform

Client No-Shows

If a client fails to appear for a confirmed session, you retain your full session fee per the Sessionly Session Policy.

9. Off-Platform Solicitation — Strictly Prohibited

Specifically prohibited conduct includes:

• Sharing your personal email, phone number, or social media profiles with clients for the purpose of off-platform service delivery
• Directing clients to any competing booking or scheduling platform
• Accepting payment for services connected through Sessionly through any channel other than the Sessionly platform
• Mentioning, promoting, or recommending competitor platforms to clients

10. Intellectual Property

• You retain ownership of your personal expertise, knowledge, and independently created materials.
• Sessionly retains ownership of the platform, its technology, branding, and any recordings or content processed through the Platform.
• You grant Sessionly a non-exclusive, worldwide, royalty-free license to use your profile content, photo, and session-derived public reviews for marketing and platform promotion.
• This license does not grant Sessionly any exclusive rights to your expertise or content.
• You may not use Sessionly’s trademarks, logo, or branding in any external marketing without prior written permission.

11. Account Termination

Sessionly may suspend or permanently terminate your Expert account for any of the following reasons:

• Any violation of these Terms of Service or this Expert Agreement
• Pattern of poor ratings (average below 3.0 stars across 10+ reviews)
• Fraudulent activity, misrepresentation, or suspected identity fraud
• Repeated session no-shows (5+ within any 90-day period)
• Verified reports of inappropriate, abusive, or harassing conduct
• Provision of false professional credentials or misrepresentation of qualifications
• Off-platform solicitation of Sessionly clients
• Failure to maintain required professional liability insurance (restricted categories)
• Serious or repeated violation of category-specific disclaimer requirements

12. Non-Compete & Non-Solicitation

• During the term of this Agreement and for 12 months following termination, you agree not to directly solicit or recruit any Expert or client you identified through Sessionly for any competing platform or service.
• You agree not to actively recruit other Sessionly Experts to leave the Platform in favor of a competing service.
• Nothing in this section prohibits you from advertising your services generally to the public or accepting clients from other sources.

13. Indemnification

You agree to indemnify, defend, and hold harmless Sessionly Inc. and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your services or conduct on the Platform
• Your negligence, recklessness, or willful misconduct
• Your violation of this Agreement or the Terms of Service
• Your misrepresentation of credentials, qualifications, or professional licenses
• Any advice, guidance, or services you provide to clients
• Claims by clients or third parties arising from your sessions

14. Dispute Resolution

All disputes between you and Sessionly are subject to the binding arbitration and dispute resolution provisions set forth in Section 17 of the Sessionly Terms of Service, available at /legal/terms. By registering as an Expert, you agree to those provisions in full.

For questions about this Expert Agreement, contact: legal@sessionly.co