SESSIONLY

EXPERT AGREEMENT

Version 7 · Effective date: 8 October 2026

Sessionly, a California general stock corporation, entity number 6142110.

What changed in this version. Four things, and none of them changes what you are paid. We have described what happens where we drafted your profile text for you before you had an account — it becomes yours when you claim it, you may edit or delete any of it, and you may decline it: section 7.5. Where your invitation included a free period on a membership tier, section 22.1 now sets out what is free, when the period starts, what happens when it ends, and how much notice you get before the first charge. Section 22 says what a tier actually sets, and section 19 says how your tier affects when a payout can be released. And section 42 now admits two things it had left out — one of which it had actively denied.

What changed in version 6. You can now cancel a Session inside 24 hours, which version 5 asked you not to do. Doing so has a price: you forgo your share, and you pay the Platform Fee that Session would have carried plus what the refund cost us in processing. That comes to the same total whatever your fee rate, and it puts a late cancellation by you in the same place as a late cancellation by a Student. Section 11 sets it out.

What changed in version 5. Version 4 said that Sessions could not be rescheduled. That was true when it was written and is no longer true — Students can now move a booked Session, and this version describes what that means for you. Nothing else has changed.

What changed in version 4, which nobody accepted before this correction. Earlier versions of this agreement were the same text served to students under a different name — an expert and a student were reading identical words. Version 4 was a separate document written for experts. It corrected the company details, stated what you may and may not offer, described where your profile information goes, and added a right for us to remove a single piece of content rather than only an account.

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1. The short version

Before the long version, here is what this agreement actually says.

You are running your own business. We are not your employer and we do not tell you what to teach, what to charge, or when to work. You set your price and your hours.

You keep the money from your sessions, minus our platform fee. We take that fee out of your share, never by charging your student extra. If a student is refunded, we take nothing.

We hold the money between the booking and the payout, and a person at Sessionly releases it. There is no timer. That is slower than it will eventually be, and it is deliberate.

We will not withhold your earnings because a student did not like your advice. We will withhold them if a session you were paid for did not happen.

Show up. Be who your profile says you are. Do not take students off the platform to avoid our fee.

If you cancel a session inside 24 hours, it costs you. The student is refunded in full, you are not paid for it, and you pay the platform fee that session would have carried plus what the refund cost us in processing. That comes to the same total whatever your fee rate, and it puts a late cancellation by you in the same place as a late cancellation by a student. Section 11 sets it out.

Either of us can end this at any time. Money you have already earned stays yours.

This summary is here so you know what you are agreeing to. The numbered sections below are what binds us.

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PART A — THE AGREEMENT

2. Who this is between

This Expert Agreement is between you and Sessionly, a California corporation, of 100 N Clark Drive, Apt 403, Los Angeles, CA 90048 ("Sessionly", "we", "us").

It applies from the moment you submit an expert application and continues for as long as you offer sessions through Sessionly.

The Sessionly Terms of Service, Privacy Policy and Payment, Refunds and Cancellation Policy also apply to you. Where this Agreement conflicts with the Terms of Service, this Agreement governs for you as an Expert.

3. Definitions

"Expert", "you" — a person who has submitted an expert application, and a person whose application has been approved and who offers Sessions through Sessionly. This Agreement binds you from the moment you apply, because the things it says about your application, your profile and what you may offer have to apply before anyone reviews them.

"Student" — a person who books a Session with you.

"Session" — a scheduled one-to-one video meeting booked through Sessionly.

"Free Introductory Session" — the single unpaid 15-minute Session available once per Student account.

"Session Price" — the amount you set and the Student pays.

"Platform Fee" — the percentage of the Session Price that Sessionly retains.

"Your Share" — the Session Price less the Platform Fee.

"Payout" — the transfer of Your Share to your bank account through our payment provider.

4. You are running your own business

You are an independent business. This Agreement does not make you an employee, a worker, a partner, an agent or a joint venturer of Sessionly, and it is not intended to create any of those relationships.

To be specific about what that means:

• You set your own prices. We do not set them, cap them or floor them.
• You set your own hours and availability. We do not assign you work and we do not require you to accept any booking.
• You decide what you teach and how. We do not supervise, direct, script or review the content of your Sessions.
• You are free to work anywhere else, including on competing platforms, and to see clients privately. Nothing here is exclusive.
• You provide your own equipment, and we do not reimburse expenses.
• You are responsible for your own taxes, and we withhold nothing.
• You are not eligible for any Sessionly benefit plan, and we carry no workers' compensation insurance for you.
• You may not hold yourself out as an employee, agent or representative of Sessionly, or enter into any commitment on our behalf.

If a court, agency or arbitrator ever reclassifies you as our employee, you will receive no benefit from us other than those the law requires. You would not become eligible for any plan or programme of ours, whatever its own terms say.

4.1 What you tell us about yourself

We do not verify any of this. As section 5 says, we check no credentials, no employment history, no licences and no qualifications. You are responsible for the truth of what you tell us.

Where we drafted any of this text for you, section 7.5 explains how it becomes yours — and from the moment you claim your profile, this section applies to it exactly as if you had written it yourself.

4.1.1 Your profile. You certify that everything in your profile — your biography, your skills, your background and your experience — is accurate. Section 7 says more about keeping it that way.

4.1.2 Licences and registrations. Most of the work offered on Sessionly needs no licence at all. But where the law does require a business licence, a business tax registration or a professional licence for the work you offer here, you confirm that you hold it.

We may ask you to confirm this before you list in a category where a licence is more likely to be needed. If you do not hold what your work requires, do not offer it here.

4.1.3 If you are employed elsewhere. You may hold a job and offer Sessions — many Experts do, and nothing here asks you to give that up.

But if your Sessions are in the same field as your employment, you confirm that your employer permits you to provide these services independently, that you provide them on your own account and not on your employer's behalf, and that you do not use your employer's name, materials or resources in a Session.

Many employers have a policy on outside work, and some are stricter about work in the same field than outside it. Knowing where you stand with your employer before you offer Sessions here is your responsibility, not ours.

4.1.4 Your own business. Nothing in this Agreement requires you to have a company, a trading name or a registration. You may offer Sessions as an individual. What section 4 describes is how we work with you — you set your prices, you set your hours, you work wherever else you like — and that is true whether Sessionly is your business or something you do alongside one.

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PART B — BECOMING AND REMAINING AN EXPERT

5. Applying and being approved

Anyone can create a Sessionly account. Becoming an Expert is separate: you apply, and a person at Sessionly reviews your application before your profile is visible to anyone.

We may decline an application for any lawful reason and we are not obliged to explain why. Approval is not a guarantee of bookings, income or visibility.

What we do not do, stated plainly because it matters to what your profile means: we do not verify credentials, employment history, licences or qualifications, and we do not run background checks. Your profile says what you told us. You are responsible for its accuracy.

And we do not screen Students either. We make no representation to you about the identity, character, suitability or background of anyone who books a Session with you, and we run no checks on them. Deciding whether to accept a booking is your judgement, and you may decline one. If a Student behaves in a way that concerns you, end the Session and tell us.

6. You must be able to receive payouts in the United States

We can only pay Experts into US bank accounts. That is a limitation of how our payments are configured, and it applies regardless of where you live.

If you cannot receive payouts to a US bank account with US tax details, we cannot approve your application at present.

7. Your profile, and the standard you work to

You must give accurate, complete and current information, and keep it current. You may edit or remove your profile at any time.

Do not misrepresent your experience, qualifications or identity, do not use a photograph that is not you, and do not claim an affiliation you do not have.

Do not put contact details anywhere a Student can see them — not in your profile, your headline, your biography or your service descriptions.

7.1 Keeping us informed. If anything changes that affects whether you are eligible to offer the Sessions you offer — a licence lapses, is suspended, or comes under investigation; a qualification you have claimed no longer holds — tell us promptly, and stop offering Sessions in that area until we have spoken. We may ask you to confirm or evidence anything on your profile from time to time.

7.2 The standard you work to. When you deliver a Session, you use at least the higher of: (a) the standard of care you apply to the same work outside Sessionly, and (b) the standard your profession requires of you.

7.3 Links on your profile. Any link you add must point to a resource you control or are entitled to link to, must be lawful, and must meet the same standard as the rest of your profile.

You are responsible for what a link leads to, including after it changes. If a destination changes so that it no longer meets this section, remove the link.

We do not check where your links go, and a link on your profile is not an endorsement by us of anything it leads to.

7.4 We may remove part of your profile. We may remove, disable or decline to display any part of your profile at any time — a link, a line of your biography, a photograph — with or without notice.

Doing so is not a breach of this Agreement by us, and we will tell you why where we can. This is deliberately a lighter step than removing you, so that a problem with one piece of content does not have to become a problem with your account.

7.5 Where we drafted your profile for you. Some Experts are invited to Sessionly rather than applying. Where that happened, we prepared draft profile text for you before you had an account — a headline, a biography, the names and lengths of the Sessions you might offer — from public information about your work and from what we had been told about you.

A person wrote it, with the help of an AI assistant. We are telling you because you are about to adopt those words as your own, and you should know how they were produced. A person at Sessionly read and approved every word before it reached you, and the Privacy Policy says what was sent where.

That draft was ours until you claimed it. From the moment you claim your profile, it is yours. Where we have drafted profile text for you, by claiming your profile you adopt it as your own and it becomes your Content under section 25. You own it, you may edit or delete any part of it at any time, and sections 4.1 and 7 apply to it exactly as they apply to text you wrote yourself.

Which means: read it before you claim it. We wrote it in good faith from what we could find, and we may have got something wrong. Once you adopt it, its accuracy is yours under section 4.1 — so do not adopt a line you would not have written about yourself.

We drafted no photograph. No image of you was collected and none was created. Your profile has no photograph until you add one.

You may decline. You are under no obligation to claim a profile we drafted. You may ask us to delete the draft at any time before it expires, and we will confirm when it is gone. Write to hi@sessionly.co. Declining costs you nothing, and if you ask us not to contact you again about Sessionly, we will not. The Privacy Policy says how long an unclaimed draft is held and what happens to it.

8. Age and capacity

You must be at least 18 and able to enter a binding contract. You confirm this when you submit your application.

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PART C — DELIVERING SESSIONS

9. Your price, your hours, your methods

You set the Session Price. You set your availability. You decide what you cover and how.

We may show your profile in search results and category listings, and we may change how that works at any time. We do not promise you any particular placement, ranking or volume of bookings.

9.1 What you may offer. Sessions on Sessionly are teaching. You share knowledge and experience, and the Student takes it away and decides what to do with it.

You may not offer, and may not deliver, anything that amounts to practising a regulated profession. The line is not the subject — it is whether you are applying professional judgement to that Student's particular circumstances.

To make it concrete:

Specifically, you may not offer: diagnosis, treatment or prescribing of any kind; psychotherapy, counselling or anything presented as therapy; legal advice on a specific matter; specific investment or securities recommendations; tax return preparation; immigration advice; addiction or recovery counselling; eating disorder or weight-loss guidance; crisis or mental health emergency support; or anything involving people under eighteen.

9.2 A professional licence does not change this. If you hold a licence — as a clinician, an attorney, an accountant or otherwise — you are welcome here as an Expert, but not to practise your profession here. We do not verify licences and do not want to, and holding one is not permission to do on Sessionly what section 9.1 prohibits.

If your subject touches a regulated profession, say so in the Session itself where there is any doubt.

9.3 Your Session titles and descriptions are subject to the same rule. A Session described as "Reviewing Your Contract" or "Managing Your Anxiety" promises the thing section 9.1 prohibits, whatever happens in the room. Describe what you will teach, not what you will do for them.

9.4 We may remove or ask you to change a listing. We may remove, hide or decline to publish any Session listing, or ask you to reword one, at any time. Doing so is not a breach of this Agreement by us, and we will tell you why.

As with section 7.4, this is deliberately a lighter step than removing you. A listing that reads the wrong way is usually a wording problem, and we would rather fix the wording.

10. Showing up

When a Session is booked, that time is yours to keep.

If a Student does not arrive, join the Session room at the scheduled time and stay available for at least fifteen minutes. You are not required to make up time lost to a late arrival, and you are not required to stay beyond the scheduled end.

If a Student does not attend a Session they booked and did not cancel in time, you receive Your Share in full. Sessionly takes no additional fee because of a no-show. A Student may raise a problem before the payment is released.

11. If you need to cancel

11.1 More than 24 hours before the start time. Cancel through Sessionly. The Student is refunded in full and you are not paid for that Session. Nothing else follows.

11.2 Within 24 hours of the start time. You can still cancel, and sometimes you will have to. The Student is refunded in full, automatically. You are not paid for that Session, and a cancellation cost applies.

The same applies to a late proposal to move a Session that does not result in a moved Session, where Sessionly offers proposals. If the Student accepts, nothing is refunded and there is no cost — the Session moved, which is what everyone wanted. If they decline, or do not answer before the Session was due to start, the booking cancels, the Student is refunded, and this section applies exactly as if you had cancelled.

We ask you not to do this except when you genuinely have to. A Student who arranged their day around a Session is owed better, and repeated late cancellation is a ground for removal under section 31, separately from the cost below.

11.2a Once a Session has started, it cannot be cancelled. The cancellation window closes when the Session is due to begin. If something goes wrong during a Session, end it and tell us — what happens next is a question about what was delivered, handled under section 30, not a cancellation. A Session you attended and ended early is a different thing from one you did not attend, and we will look at it as one.

11.3 What the cancellation cost is. Two amounts, both taken from the booking itself:

(a) The platform fee that Session would have carried, at the rate recorded on the booking. Not today's rate — the rate frozen when the Student booked.

(b) The payment-processing fee our provider kept on the refund. When a Student is refunded, the full amount goes back to them but the fee charged to process the original payment is not returned to us. We read the exact amount from the transaction and charge that.

Neither is a percentage we invented and neither is a fine. Both come from the booking, both can be checked, and we will tell you what each was.

Why it is calculated this way. When a Student cancels late, they lose the whole price of the Session and you are paid. This puts the other side of that line in the same place. You forgo your share, and you pay the fee the Session would have carried — which together come to the price of the Session, plus what the refund cost us.

The consequence of that is worth knowing: because Your Share and the Platform Fee add up to the Session Price, the total is the same whatever your fee rate. An Expert on a low rate and an Expert on a high rate are in exactly the same position after a late cancellation. Nobody is penalised for being on better terms.

And you are not being charged for cancelling. You may cancel late — section 11.2 says so, and sometimes you will have to. This is what that choice costs, set out in advance so you can make it knowing the price, not a sanction for doing something you were not allowed to do.

11.3a The cost applies whatever your reason. We are not judging the reason — a cancellation for a genuine emergency costs us the same as any other. We may waive it, and sometimes will, but that is a decision we make and not something you can require.

11.4 How the cancellation cost is collected. It is deducted from your next Payout of any kind.

• We never reverse a payment already made to you, never debit your connected account, and never take anything from your bank.
• If your next Payout is smaller than the amount owed, the remainder carries to the Payout after it.
• If no further Payout arises within 180 days, the balance is written off. We will not pursue you for it, it will not be sent to collection, and once written off it is gone for good — it does not come back if you return.

The cost is recorded separately from your earnings, so it is visible as what it is rather than as a reduction in what you were paid.

11.5 Free introductory Sessions carry no cost. No payment was taken and nothing was refunded, so nothing was lost. If you cancel a Free Introductory Session late, the Student's entitlement is restored and there is no charge — but it is recorded on your reliability record in the same way.

11.6 If you do not attend at all. The Student is refunded in full, you are not paid for that Session, and their free introductory entitlement is restored if that is what they used. The cancellation cost in 11.3 applies in the same way, because the refund and the lost processing fee are the same.

11.7 A Student may move a booked Session. Up to 24 hours before the start time, a Student can move a Session to a new time from their own account. They may do this twice per booking, and the new time must be within 30 days of the time originally booked.

Nothing is charged or refunded when a Session moves — the payment travels with the booking and Your Share is unaffected. The 24-hour rules in this section then run against the new time rather than the original one.

Inside 24 hours of the start time a Student cannot move a Session themselves. Your availability governs where a Session can move to, so a Student can only choose from times you have opened.

12. How you conduct a Session

Be professional. Treat your Student with respect.

12.1 Conduct that will end your account. Do not, in a Session or anywhere else on Sessionly:

1. harass, threaten, intimidate or stalk a Student;
2. behave violently, or threaten violence;
3. demean, insult or slur a Student, or discriminate against them on the basis of race, colour, ancestry, national origin, religion, age, sex, sexual orientation, gender identity, disability, medical condition, marital status, or any other protected characteristic;
4. make sexual advances, sexual remarks or sexual propositions;
5. record the Session, or ask the Student to.

12.2 Stay on the subject the Student booked. A Session is for the topic in your service description.

Do not use it to promote a religious, political or ideological position unconnected to that topic, to try to convert or recruit a Student to a belief or cause, or to disparage a Student's beliefs, background or identity. You are free to hold and express any view you like; what you may not do is make a Student's paid session about it, or make them uncomfortable for who they are.

Do not use a Session to sell something else, to solicit off-platform work, or to promote another platform.

12.3 Language. Match the register your Student is comfortable with, and never direct abusive language at them.

12.4 Regulated subjects. Do not provide services that require a licence you do not hold. If your subject touches a regulated profession — legal, financial, medical, tax — you provide general information only. You do not diagnose, you do not advise on a Student's specific circumstances, and you do not create a professional relationship. Say so in the Session if there is any doubt.

12.5 Academic honesty. Do not help a Student commit academic dishonesty.

13. Sessions are not recorded

Sessionly does not record Sessions, and neither may you. Do not record, transcribe, screen-capture or otherwise store a Session, and do not permit anyone else to.

California requires the consent of everyone on a call before it may be recorded. If Sessionly ever builds a recording feature, it will be with the active agreement of both people and this Agreement will be updated first.

14. Confidentiality

What a Student tells you. A Student may tell you things about their work, their business or their circumstances. Treat it as confidential. Do not repeat it, publish it, or use it for anything other than delivering the Session.

What you can see that Students cannot. As an Expert you have access to parts of Sessionly other users do not — booking data, earnings information, how the platform works. Keep it confidential, use it only for your work here, and do not use it to build or help build a competing service.

Both obligations continue after this Agreement ends.

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PART D — MONEY

15. Your price, our fee

The Student pays the Session Price you set. We do not add anything to it.

Sessionly retains the Platform Fee out of the Session Price, and the remainder — Your Share — is yours. The fee is calculated at the moment of booking.

Because the rate is set per Expert, this Agreement does not state a single percentage. The Platform Fee that applies to your account is shown in your expert portal and is confirmed to you when you create a service. Where an individual or tier rate has been agreed for your account, the rate recorded in your account settings governs, and that record is conclusive evidence of the rate agreed.

16. We take nothing from a refund

If a Student is refunded, no Platform Fee is charged on the refunded amount. If money goes back to the Student, we do not take a share of it.

One exception, and it is the only one. Where you cancelled late, section 11.3 charges you the Platform Fee that Session would have carried. That is a charge to you, not a fee taken out of the Student's refund — the Student still gets every penny back — but we would rather name it here than let you find the two sections and think they disagree.

Everywhere else, and for every refund you did not cause by cancelling late, this section means exactly what it says.

17. Discounts, and who pays for them

Whoever decides a discount pays for it.

If you discount your own service, both shares shrink proportionally — you carry your part, we carry ours.

If Sessionly runs a promotion, Sessionly funds it. You are paid on your list price, and the promotion is capped at our Platform Fee so that we are never paying out more than we took.

18. The free introductory session

Every new Student can take one free 15-minute introductory Session, once, for the lifetime of their account.

That time is given by you. You are not paid for it, and Sessionly charges no fee on it. We ask for it because fifteen minutes of your time is what lets a Student find out whether you are a fit before they pay for an hour — and because a Session that would not otherwise have been booked costs you less than an empty slot.

19. How and when you are paid

You must complete payment setup with our payment provider before you can be paid. That includes identity verification and bank details, which they collect directly. We never see or store them.

Money from a booking is held by Sessionly after the Session and released to you by a person, not on a timer. Every payout is looked at before it goes out.

Your membership tier sets the earliest day a payout can be released — not whether a person releases it, but how long your earnings wait before they become available for release. Section 22 says what a tier sets, and your membership page shows yours.

This is slower than it will eventually be, and we would rather tell you why. Nothing in the product currently records who attended a Session. Releasing money automatically would mean paying for Sessions nobody can prove happened, so a human checks. When attendance recording exists, this will change and we will tell you before it does.

20. Chargebacks

Sessionly is the merchant of record. Payments are taken by us, and we carry the chargeback risk, not you.

If a Student's bank reverses a payment for a Session after Your Share has been paid to you, we may offset that amount against your future Payouts for up to 120 days from the date we are notified of the reversal. If no Payout occurs in that period, we may invoice you for the unrecovered amount only where the reversal arose from your failure to deliver the Session or your misconduct.

21. Taxes and your 1099

You are responsible for all taxes on what you earn. Sessionly withholds nothing from your payouts.

A tax form will be issued to you where the law requires one. Our payment provider prepares and delivers it on our behalf, using the tax details you gave them when you set up payouts. We do not prepare it and we never see your tax identification number.

How it will be delivered, and what you need to do:

• Before the end of the tax year, our payment provider will contact you to ask whether you consent to receiving your form electronically. Consenting is the fastest and most reliable route.
• If you do not consent, a paper form is posted to the postal address our payment provider holds for you. We do not see that address and we cannot check it.
• Keep your address current with our payment provider. If the address they hold is out of date and you have not consented to electronic delivery, your form goes to the wrong place. You are responsible for keeping those details accurate, and we cannot correct them for you.
• We will tell you before that outreach arrives, so you know it is genuine.

22. Memberships

Sessionly offers optional paid membership tiers. If you subscribe to one, its terms apply alongside this Agreement.

A tier sets four things: what it costs you, the Platform Fee on your Sessions, how long your money is held after a Session before it is paid out, and how many paid Sessions you may list. All four are shown on your membership page, and the rates recorded for your account govern under section 15.

22.1 Where your membership was comped.

If your invitation to Sessionly included a free period on a membership tier, this section says what is free, when the period starts, and what happens when it ends.

What is free. The free period waives the membership fee for your tier. That tier costs you nothing for the period.

What is not free. Your Platform Fee does not change. During the free period you pay the same Platform Fee as any other Expert on your tier, at the rate recorded in your account settings under section 15. A free membership is a free subscription, not a free Session.

When the period starts. It does not start when you claim your profile. It starts on the day paid bookings open on Sessionly, and runs for the number of whole months stated on your invitation from that day. We set it that way so that a free period is not spent waiting for the platform. Until then your expert portal shows that it has not started; once the date is set, the portal shows it.

When the period ends you will have two choices, and both of them cost something.

(a) Keep your tier. Its standard price applies and we begin charging it, monthly or annually as you choose, until you cancel. Your Platform Fee and your payout timing stay as they are.

(b) Do not keep it. Your account moves to Standard, which costs nothing — but Standard carries a higher Platform Fee and a longer wait for your money than any paid tier. So letting a comped tier lapse means a larger fee on every Session and a longer hold on each payout. Both figures, and your own current ones, are on your membership page, which also shows everything each tier includes.

Unless an individual rate is recorded for your account under section 15, which continues to govern. Where we have agreed a rate with you personally, that rate stays with you through a change of tier, and section 15's record remains conclusive.

We are setting this out at this length because the cheaper option is not the neutral one, and you should be choosing between two known things rather than discovering the second.

We will tell you before the first charge. Between 21 and 7 days before the free period ends, we will email the address on your account with: the date the free period ends, the price that will then apply, how often you will be charged, what your Platform Fee and your payout timing become under each choice, and how to cancel. We will send it whether or not you have signed in.

If you then pay annually, we will tell you before each renewal — between 45 and 15 days before an annual membership renews, by email, with the date, the amount and how to cancel.

You may cancel at any time, including during the free period and before any charge, using the Cancel my membership link on your membership page. Cancelling does not close your account, does not affect Sessions already booked, and is not a breach of this Agreement. It moves you to Standard, on the terms above.

If we do not tell you, we do not charge you. If we fail to send a notice this section requires, the free period or the current paid period continues until we have sent it and the notice period has run. You will not be charged for a membership period we did not warn you about, and you do not have to ask us for that — it is the rule, not a remedy.

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PART E — WORKING WITH STUDENTS OFF THE PLATFORM

23. Non-circumvention

If you meet a Student through Sessionly, sessions with that Student are booked and paid through Sessionly.

You will not solicit or accept payment from a Student off-platform for work that arose from a Sessionly introduction, you will not give a Student your contact details in order to arrange around us, and you will not under-report or misstate a Session Price.

If someone asks you to arrange a session off-platform, tell us.

Nothing in this section restricts who you may work with, where you may work, or what you may charge outside Sessionly. It restricts the avoidance of a fee we have earned, and nothing more.

24. If you breach section 23

If you solicit or accept off-platform payment from a Student introduced to you through Sessionly, you agree to pay Sessionly, as liquidated damages and not as a penalty, an amount equal to the Platform Fees Sessionly would have earned on engagements between you and that Student during the 180 days following the off-platform solicitation, together with reasonable costs of recovery.

A breach of section 23 is also a ground for removal under section 31.

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PART F — CONTENT AND INTELLECTUAL PROPERTY

25. What you write stays yours

You keep the rights to everything you write, upload or say on Sessionly. Your profile, your photograph, your biography, your materials, and anything you teach. We do not claim ownership of it and we do not license it to anyone else.

26. What you let us do

You give us permission to display your profile and your service descriptions on Sessionly so the platform works, to include them in search results and category listings, and to render the preview card that appears when someone shares a link to your profile.

We will not use your name, photograph or biography in advertising off Sessionly without asking you first.

That permission ends when you remove the material or leave, except where we must keep a record for legal or accounting reasons.

27. Where your profile information goes

27.1 When a Student books you. Sessionly generates a short preparation agenda for each booked Session. To do that, your name, your headline, and the name and length of the service booked are sent to a third-party language model provider, alongside the goals the Student has written.

This happens on every paid booking, whether or not you use any feature yourself. We are telling you because it is your name travelling with another person's private description of what they want help with, and you should know that before it happens rather than after.

27.2 Nothing from inside a Session is sent anywhere. Sessions are not recorded, so no audio, video or transcript leaves the platform.

27.3 Which providers receive what, and what they do with it, is set out in the Privacy Policy. If we ever add a feature that sends more of your profile anywhere, we will update that policy and this section before it goes live, not after.

28. Records we keep

We may keep copies of material you provide in connection with your Sessions — your profile as it stood, your service descriptions, booking records and our correspondence — for administration, accounting and record-keeping, including after you leave. How long, and what we do with it, is in the Privacy Policy.

29. Feedback

If you send us ideas about how Sessionly should work, we may use them without owing you anything. That covers suggestions about the platform, not the material you post on it.

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PART G — STANDARDS, SUSPENSION AND REMOVAL

30. Complaints, and what each kind does

Not every complaint has the same consequence. There are three kinds and they are treated differently, deliberately.

Why quality never touches your money. An Expert whose earnings are held on an unverifiable complaint will not stay, and they would be right not to. We are not the arbiter of something we cannot see.

Where the line between quality and misrepresentation sits. "You did not teach me much" is quality. "You are not a data engineer and you clearly have never done this work" is misrepresentation — a claim that your profile is untrue — and that is a delivery failure, not a matter of taste. The difference is whether the complaint is about how good you were or about whether you are who you said you were.

Complaints reach us by email.

31. Suspension and removal

We may suspend or remove an Expert who:

1. materially breaches this Agreement;
2. misrepresents their identity, experience or qualifications;
3. repeatedly cancels late, or fails to attend Sessions;
4. takes, or attempts to take, Students off the platform in breach of section 23;
5. behaves abusively toward a Student or toward Sessionly, or breaches section 12.1 in any respect;
6. repeatedly uses Sessions to promote a position unrelated to the subject booked, contrary to section 12.2;
7. is the subject of a sustained pattern of unresolved complaints;
8. fails to cooperate in good faith to resolve a Student complaint;
9. repeatedly fails to respond to us through their account when we need an answer to resolve something; or
10. where we are required to act by law.

Where a breach can be put right, we will tell you what it is, suspend your listing while it is dealt with, and give you a reasonable period — at least twenty days — to fix it before we remove you. Where the breach is one of the conduct grounds in section 12.1, or where we believe someone's safety is at risk, we may remove you immediately and without notice.

We may also end this Agreement for any other reason, or for no reason, on thirty days' written notice to you.

Where we can, we will tell you why. A suspended account cannot sign in again.

32. What happens to your money

Money you have already earned remains yours. Suspension or removal does not forfeit Your Share of Sessions you have delivered.

We may hold a payout while we investigate a specific Session, and we will tell you which Session and why. A hold will not exceed ninety days unless a payment provider, a bank or the law requires otherwise, and we will tell you if that happens.

We may recover amounts owed under section 11, section 20 or section 30. We may also offset against future Payouts any refund we issue to a Student to resolve a complaint about your Session — and where we do, no Platform Fee is charged on the refunded amount, so we are not recovering our own share at your expense.

If you think we have got your payment wrong, tell us within thirty days and we will look into it and put right anything that is our error.

Sessions already booked at the time of removal are cancelled and the Students refunded.

33. Leaving

You may stop offering Sessions at any time, by removing your services or closing your account. Tell us at hi@sessionly.co and we will process it.

You must honour Sessions already booked, or cancel them under section 11 so the Students are refunded.

Sections 13, 14, 16, 20, 21, 23, 24, 25, 34, 35, 36, 38 and 39 continue to apply after you leave.

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PART H — RISK

34. What we do not promise you

Sessionly is provided as is and as available. We do not promise you any bookings, any income, any ranking, any placement, or that the platform will be available at any particular moment.

Nothing we have said to you, in any surface or conversation, is a guarantee of earnings.

35. Limitation of liability

To the maximum extent the law allows:

(a) we are not liable to you for indirect, incidental, special, consequential or punitive loss, including lost profits, lost data or lost business opportunity;

(b) our total aggregate liability arising out of or related to this Agreement will not exceed the greater of (i) the Platform Fees we retained from your Sessions in the twelve months before the claim arose, or (ii) five hundred US dollars ($500); and

(c) nothing in this section limits or excuses our obligation to pay you undisputed amounts we are holding on your behalf for Sessions you have delivered. Money held for you is your share awaiting release. It is not a claim for damages and this section does not reach it.

36. Indemnity

You will indemnify Sessionly against claims, losses and reasonable legal costs arising from what you said or did in a Session, your breach of this Agreement, your violation of any law, or your infringement of anyone's rights.

This does not extend to claims arising from Sessionly's own acts or omissions.

37. Insurance

You are responsible for any insurance you need for your own business. Sessionly carries no workers' compensation, professional liability or other insurance for you, and you are not covered by any policy of ours.

We may ask you to show proof of professional liability cover if you offer Sessions in a category where we later decide it is necessary. We will tell you before that applies to you.

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PART I — GENERAL

38. Disputes

(a) Informal resolution. Before starting any legal action, the parties will negotiate in good faith for thirty days following written notice of the dispute.

(b) Small claims. Either party may bring an individual action in the small claims division of the California Superior Court for any claim within its jurisdictional limits.

(c) Judicial forum. For anything not resolved informally or in small claims, the parties consent to exclusive jurisdiction and venue in the state or federal courts in Los Angeles County, California.

(d) Equitable relief. Notwithstanding the above, either party may apply to any court of competent jurisdiction for temporary or permanent injunctive or equitable relief to enforce section 23, to protect confidential information, or to prevent infringement of intellectual property or a breach of data security.

39. Governing law

This Agreement is governed by the laws of the State of California, without regard to conflict of law rules.

40. Changes to this Agreement

We may change this Agreement. If a change is material — including any change to the Platform Fee — we will email you and give you at least thirty days' notice before it takes effect.

A fee change never applies retroactively to a booking already made. The version in force when the booking was made governs that booking.

If you keep offering Sessions after a material change takes effect, the new version applies. If you would rather not, you may leave under section 33.

41. The rest

If a court finds part of this Agreement unenforceable, the rest stands. Our failure to enforce something immediately does not waive it. You may not transfer this Agreement; we may transfer it if the business is sold, and we will tell you.

This Agreement, together with the Terms of Service, the Privacy Policy and the Payment, Refunds and Cancellation Policy, is the entire agreement between us. Where this Agreement conflicts with the Terms of Service, this Agreement governs.

42. What we have not built yet

We would rather tell you than let you find out.

There is no messaging between you and your Students. There is no session recording. There is no rating or review system. There is no automated payout; a person releases every one. There is no automatic detection of a Student who fails to attend. Ranking benefits described on our membership pages are not implemented.

Two things this section used to get wrong, corrected here.

The payout timing your tier buys is implemented. The previous version of this section said payout-frequency tiers were not, and that was wrong. Your tier sets the earliest day a payout becomes eligible for release, a person still releases it, and section 19 says how the two fit together.

The late-cancellation cost in section 11.3 is not yet collected automatically. The rule is live and the amounts are exactly as that section describes, but the deduction is not built — so today a late cancellation costs you nothing. We would rather say so than let you read fifteen paragraphs about a charge and not know. We will tell you before that changes.

43. Contact

Sessionly, a California corporation

100 N Clark Drive, Apt 403

Los Angeles, CA 90048

hi@sessionly.co

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By submitting an expert application to Sessionly, you agree to this Expert Agreement.