Expert Agreement

This Expert Independent Contractor Agreement ("Agreement") is entered into between:

ProPass LLC, a Connecticut limited liability company ("ProPass," "we," "us," or "Platform"), and

The individual accepting this Agreement electronically through the ProPass mobile application ("Expert," "you").

By checking the acceptance box during the expert onboarding process in the ProPass app, you acknowledge that you have read, understood, and agree to be bound by this Agreement. Your electronic acceptance constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.

1. Independent Contractor Relationship
   You are an independent contractor, not an employee, agent, partner, or joint venturer of ProPass. Nothing in this Agreement shall be construed to create an employment relationship between you and ProPass. You have no authority to bind ProPass to any obligation.

As an independent contractor, you are solely responsible for:
All federal, state, and local income taxes on your earnings
Self-employment taxes (Social Security and Medicare)
Quarterly estimated tax payments if required by the IRS
Your own professional liability insurance
Compliance with all laws applicable to your services
Your own equipment, tools, and work environment

2. Platform Description & Expert Role
   ProPass is a marketplace platform that connects subscribers with independent professionals ("Experts") across non-regulated fields including fitness, business, technology, creative services, career coaching, and lifestyle. ProPass provides the technology infrastructure; Experts independently provide all professional content and services.

As an Expert, you may offer:
Premium content posts (text, image, video) visible to ProPass Premium subscribers
Custom work packages (with optional revision rounds at the Expert's discretion) and pre-made digital products delivered instantly upon purchase (“Packages”).
Paid 1-on-1 booking sessions via Cal.com integration (“Bookings”)
Receipt of voluntary tips from subscribers (“Tips”)
Experts may, at their discretion, offer promotional or discounted pricing on eligible booking sessions to ProPass Premium subscribers. Any such discounts are determined solely by the Expert unless otherwise stated by ProPass in a platform-wide promotion.

3. Eligibility Requirements
   To be eligible as a ProPass Expert, you must:
   Be at least 18 years of age;
   Operate exclusively in non-regulated industries (see Section 4);
   Have a verified email address;
   Maintain a complete, accurate, and professional profile;
   Complete Stripe Connect onboarding to receive payments for bookings; and
   Accept and comply with this Agreement, the ProPass Terms of Service, Community Guidelines, and Privacy Policy.

4. Scope of Services & Non-Regulated Industries
   ProPass serves experts in non-regulated fields only. You represent and warrant that you are NOT a licensed professional in any of the following regulated fields and will NOT provide services requiring such licensure:
   Medical doctors, nurses, psychiatrists, or other licensed healthcare professionals
   Licensed mental health therapists (psychologists, LCSWs, LMFTs, or similar)
   Licensed attorneys or legal professionals
   Registered financial advisors, CFPs, RIAs, or holders of Series 7/65 licenses
   CPAs or licensed tax preparers
   Licensed real estate agents or brokers
   Registered Dietitians (RDs/RDNs)
   Licensed physical therapists
   Pharmacists
   Any other state or federally licensed professional providing regulated services

All content and services you provide must be clearly framed as educational and informational only, not as professional advice in regulated fields. You must include appropriate disclaimers in your profile, posts, packages, and booking descriptions.

5. Revenue & Payment Terms
   5.1 Founder Expert Program (Invite-Only)
   Experts explicitly designated by ProPass as "Founder Experts" receive the following revenue share:
   Packages: 100% of revenue (after payment processor fees)
   Bookings: 100% of revenue (after Stripe processing fees)
   Tips: 100% of revenue (after payment processor fees)

Founder Expert status is granted solely at ProPass's discretion and applies to experts who are approved on the platform on or prior to September 23, 2026 (or such later date as ProPass may designate in its sole discretion). Upon approval of Expert Founder status, ProPass will notify you in writing.

To retain Founder Expert status, an Expert must complete their profile, publish at least one (1) offering (Package or Booking), and publish at least one (1) post within 30 days of account approval. Founder Expert status and its associated benefits are intended to continue indefinitely unless ProPass determines, acting in good faith, that the Expert breaches this Agreement, the Terms of Service, or Community Guidelines or engages in fraud or willful misconduct. In the event an Expert ceases to maintain “Founder Expert” status, the revenue and payment terms set forth in Section 5.2 shall apply.

5.2 Standard Revenue Share
All other Experts receive the following revenue share:
Packages: 80% of revenue (after payment processor fees)
Bookings: 80% of revenue (after Stripe processing fees)
Tips: 100% of revenue (after payment processor fees)
5.3 Payment Processing
Payments are processed as follows:
Apple In-App Purchase (IAP): Used for subscriptions, packages, and tips on iOS. Apple's standard processing fee (currently 15% for qualifying small businesses) applies before any revenue split.
Stripe Connect: Used for 1-on-1 booking payments. Standard Stripe fees (2.9% + $0.30 per transaction) apply before any revenue split.

5.4 Payout Method and Timing
Payout of Earnings. Earnings from Bookings will be paid directly to the Expert through Stripe. Earnings from Packages and Tips will be paid as follows: (i) if the Expert has a Stripe account connected to the ProPass platform, payment will be made through Stripe as the default payout method; (ii) if the Expert does not have a Stripe account connected to the ProPass platform, payment will be made via Zelle using the payout information provided by the Expert during onboarding; and (iii) if the Expert is unable to receive payment through either Stripe or Zelle, the Expert must contact ProPass to arrange payment by an alternative method, including bank transfer or another mutually agreed payment method.
The Expert must provide ProPass with a completed IRS Form W-9 (or other applicable tax documentation) and any payout information reasonably requested by ProPass as necessary to process payment of the Expert’s earnings.
Stripe (Bookings): Earnings are subject to Stripe's standard settlement period (typically 2-7 business days after a transaction). You must complete Stripe Connect onboarding to receive payouts. Pending earnings before Stripe Connect completion will be held and processed upon completion.
Apple IAP (Packages & Tips): Apple pays ProPass LLC approximately 45 days after the end of each fiscal period. ProPass then distributes your earnings within 15 business days of ProPass’ receipt from Apple. Via the payout method detailed above.

Payments made through or facilitated by third-party payment processors, payment networks, financial institutions, or other payment service providers (including, without limitation, Apple In-App Purchase, Stripe Connect, Zelle, and any successor or replacement services) are subject to the applicable terms, conditions, policies, and operating rules of such third parties. The Expert acknowledges and agrees that ProPass is not responsible for the acts or omissions of any such third-party payment provider, and that the Expert is solely responsible for complying with any terms applicable to the payment methods or services the Expert elects to use.

Transaction-level information regarding the Expert's earnings, including gross amounts and net earnings, is available in the Expert's ProPass account; additional detail regarding applicable fees is available upon reasonable request. ProPass will retain transaction records for three (3) years or longer as required by applicable law.
5.5 Refunds, Reversals & Recoupment
Payment processors, not ProPass, control certain refund decisions. In particular, refunds of Apple In-App Purchases (packages and tips) are granted or denied solely by Apple under Apple's own policies, and Apple may claw back the full transaction amount from ProPass, in some cases up to ninety (90) days or more after the original purchase. Stripe transactions may similarly be reversed through refunds, chargebacks, or disputes.
If any transaction for which you have been paid (or are owed) your revenue share is subsequently refunded, reversed, charged back, or otherwise clawed back by a payment processor, or refunded by ProPass in accordance with Section 7.2 or its published refund policies (each, a "Reversed Transaction"), you agree that:
(a) Offset. ProPass may deduct the portion of the Reversed Transaction previously paid or credited to you from any current or future earnings otherwise payable to you, across all revenue types (packages, bookings, and tips), until the amount is fully recovered;
(b) Direct repayment. If your current and reasonably anticipated future earnings are insufficient to cover the amount within sixty (60) days of the Reversed Transaction, ProPass may invoice you for the outstanding balance, and you agree to repay it within thirty (30) days of the invoice date;
(c) Actual amounts only. Recovery under this Section is limited to the amounts actually paid or credited to you in connection with the Reversed Transaction, less any portion of processor fees not returned to ProPass. This Section is a mechanism for restoring the parties to their pre-transaction positions and is not a penalty;
(d) No effect on delivered work disputes. This Section does not limit any rights or defenses you may have against the underlying purchaser. Upon reasonable request, ProPass will provide you with available documentation of the Reversed Transaction.
This Section 5 survives termination of this Agreement.
5.6 ProPass Premium Subscriptions
ProPass Premium Subscription Fees. ProPass Premium subscription fees are retained solely by ProPass. Experts are not entitled to any portion of Premium subscription revenue, regardless of subscriber interactions with the Expert or the Expert's content.

6. Free Discovery Call Program
   As a ProPass Expert, you agree to offer one (1) free 15-minute discovery call per user (limit: one free call per user per expert). This is a platform-wide program:
   Users may use up to five (5) total free discovery calls across all Experts on the platform
   After a user exhausts their free calls, any subsequent sessions are paid at the applicable Expert’s standard rates
   You set your own pricing for all paid session durations (30, 60, and 90 minutes)
   Nothing in the foregoing requires you to prioritize such obligations over your existing commitments or to perform services when you are not reasonably available.

7. Expert Responsibilities & Conduct
   You agree to:
   Provide accurate, honest, and professional content within your documented area of expertise
   Make a reasonable effort to engage with subscriber messages when you choose to, though no specific response time or response is required for Premium subscriber DMs
   Maintain confidentiality of all subscriber interactions and personal information
   Include clear disclaimers that your content is educational and informational only
   Post consistently and maintain an active, professional profile
   Honor all package and booking commitments to subscribers
   Comply with all applicable laws and professional ethical standards for your jurisdiction
   Conduct all sessions and communications through the ProPass platform (no off-platform solicitation)
   7.1 Prohibited Conduct
   You must NOT:
   Make income, health, or outcome guarantees (e.g., "You'll make $10K in 30 days" or "This will cure your condition")
   Misrepresent your credentials, qualifications, or experience
   Solicit users to pay you outside the ProPass platform
   Harass, discriminate against, or behave inappropriately toward any user
   Operate multiple expert accounts without ProPass written permission
   Manipulate reviews or pay for positive feedback
   Post spam, plagiarized content, or content violating ProPass Community Guidelines
   Record 1-on-1 sessions without the user's explicit prior consent
   Share or publish private subscriber communications without written consent

7.2 Messaging vs. Paid Deliverables
ProPass distinguishes between best-effort messaging and paid deliverables:
Premium DMs (Best-Effort): Direct messages from ProPass Premium subscribers are best-effort communications. You are not contractually required to respond to any Premium DM within any specific timeframe, or at all. ProPass discloses this to subscribers at the time of Premium purchase and within the messaging experience.
Paid Bookings & Packages (Firm Commitment): When a subscriber purchases a Booking or Package from you, you are contractually obligated to deliver the agreed-upon session or deliverable within the timeframe stated in your listing. Failure to deliver paid Bookings or Packages may result in refunds to the subscriber and account action under Section 13.
This distinction protects both your time as an independent contractor and the integrity of paid transactions on the platform.