Expert Agreement

Version 1.0 | Effective April 2026

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

  • Paid 1-on-1 booking sessions via Cal.com integration

  • Receipt of voluntary tips from subscribers

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

  • 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 only to the first 100 approved experts on the platform. This status is permanent for qualifying experts.

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.

5.2 Standard Revenue Share (Experts 101+)

All other experts receive the following revenue share:

  • Packages: 80% of revenue (ProPass retains 20%, after Apple IAP fees)

  • Bookings: 80% of revenue (ProPass retains 20%, after Stripe processing fees)

  • Tips: 100% of revenue (no platform fee; payment processor fees apply)

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.

ProPass Premium subscriptions (starting at $9.99/month in the U.S., with pricing that may vary by region) are platform revenue and are not shared with Experts. Premium subscription revenue is used to operate and grow the platform.

5.4 Payout Timing

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 30 days of receipt from Apple via bank transfer or Venmo. Contact will@propassapp.com to register your preferred payout method.

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, all subsequent sessions are paid at your standard rates

  • ProPass absorbs the cost of free discovery calls as a customer acquisition expense

  • You set your own pricing for all paid session durations (30, 60, and 90 minutes)

7. Expert Responsibilities & Conduct

You agree to:

  • Provide accurate, honest, and professional content within your documented area of expertise

  • Respond to subscriber messages within 24 hours where reasonably possible

  • 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

8. Emergency Protocol

⚠️ ProPass is NOT an emergency service. If a subscriber expresses intent to harm themselves or others, you must:

Immediately direct them to call 911 (US) or their local emergency services

  • Provide the 988 Suicide & Crisis Lifeline number

  • Report the interaction to ProPass support at will@propassapp.com

  • NOT attempt to provide crisis intervention yourself

Failure to follow this protocol may result in immediate account termination.

9. Intellectual Property

You retain full copyright ownership of all original content you create and post on ProPass. By posting content, you grant ProPass a non-exclusive, royalty-free, worldwide license to display, distribute, and promote your content within the ProPass platform and for marketing purposes.

You represent and warrant that:

  • All content you post is original or you have the rights to use it

  • Your content does not infringe any third-party intellectual property rights

  • You will only post content you have the legal right to share

ProPass retains all rights to its platform, technology, branding, and proprietary systems. This Agreement does not grant you any rights to ProPass's intellectual property.

10. Non-Solicitation & Non-Circumvention

During the term of this Agreement and for twelve (12) months following termination, you agree not to:

  • Solicit ProPass subscribers or users to engage with you or purchase your services through any channel other than ProPass

  • Use ProPass subscriber contact information obtained through the platform to establish off-platform commercial relationships

  • Take any action designed to circumvent ProPass's revenue share or payment systems

This section does not restrict you from marketing your services generally on social media or other platforms, provided you are not directly soliciting ProPass users away from the platform.

11. Indemnification

You agree to indemnify, defend, and hold harmless ProPass LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising from or related to:

  • Your content, posts, packages, sessions, or advice

  • Your breach of this Agreement, the Terms of Service, or Community Guidelines

  • Your violation of any third-party rights, including intellectual property rights

  • Your violation of any applicable law or regulation

  • Any claim that your services caused harm to a subscriber or third party

  • Your misrepresentation of your qualifications or expertise

12. Disclaimer of Warranties & Limitation of Liability

ProPass provides the platform "AS IS" without warranties of any kind. ProPass does not warrant that the platform will be uninterrupted, error-free, or free from security vulnerabilities.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPASS SHALL NOT BE LIABLE FOR:

  • Any indirect, incidental, special, consequential, or punitive damages

  • Loss of revenue, data, or business opportunities

  • Disputes between you and subscribers

  • Actions or omissions of subscribers or other experts

  • Platform downtime, technical failures, or data loss

ProPass's total liability to you under this Agreement shall not exceed the total platform fees retained by ProPass from your earnings in the three (3) months preceding the claim.

13. Term & Termination

This Agreement begins upon your electronic acceptance and continues until terminated.

You may terminate this Agreement at any time by providing 30 days written notice to will@propassapp.com and ceasing use of the platform.

ProPass may terminate or suspend your expert account immediately, with or without notice, for:

  • Violation of this Agreement, Terms of Service, or Community Guidelines

  • Fraudulent activity or misrepresentation of credentials

  • Repeated subscriber complaints or harmful advice

  • Any conduct that ProPass determines, in its sole discretion, is harmful to the platform or its users

Upon termination, your right to use the platform ends immediately. Pending Stripe earnings will be processed per Stripe's standard settlement timeline. Pending Apple IAP earnings will be distributed within 30 days of ProPass's next Apple payment receipt, subject to any active disputes or chargebacks. ProPass reserves the right to withhold earnings subject to active disputes or chargebacks.

14. Governing Law & Dispute Resolution

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

Informal Resolution: Before initiating any formal proceeding, you agree to contact ProPass at will@propassapp.com to attempt informal resolution. ProPass will respond within 5 business days.

Arbitration: If informal resolution fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Connecticut. The arbitrator's decision shall be final and binding.

Class Action Waiver: You agree to resolve disputes individually and waive any right to participate in class action lawsuits or class-wide arbitration against ProPass.

Small Claims Exception: Either party may bring qualifying claims in small claims court for disputes under $10,000.

15. GDPR & Privacy Obligations

You acknowledge that you will have access to subscriber interaction data solely for the purpose of delivering your services on the ProPass platform. You agree to:

  • Keep all subscriber personal information strictly confidential

  • Not use subscriber data for any purpose other than delivering services through ProPass

  • Not share, sell, or transfer subscriber data to any third party

  • Comply with all applicable data protection laws, including GDPR where applicable

  • Promptly notify ProPass at will@propassapp.com of any suspected data breach or unauthorized access

16. Modifications

ProPass reserves the right to modify this Agreement at any time. Material changes will be communicated via in-app notification or email with at least 14 days advance notice. Continued use of the platform after the effective date of changes constitutes your acceptance of the updated Agreement.

A copy of this Agreement is always available at propassapp.com/expert-agreement or upon request by emailing will@propassapp.com.

17. Entire Agreement & Severability

This Agreement, together with the ProPass Terms of Service, Community Guidelines, and Privacy Policy, constitutes the entire agreement between you and ProPass regarding your role as an Expert on the platform. It supersedes all prior agreements and understandings.

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

18. Contact Information

ProPass LLC
Email: will@propassapp.com
Website: propassapp.com
Danbury, Connecticut, United States