Professional Agreement

This Agreement applies to you if you offer, or apply to offer, services through ProsAccess as a Pro. It is in addition to the Terms of Service, which also apply to you; where the two conflict on a subject this Agreement covers, this Agreement controls.

Key points: you are independent, not our employee or agent. You alone are responsible for your licences, your scope, whom you accept and the professional relationship you do or do not form. We take a disclosed platform fee. We can restrict or remove you. Section 16 applies the arbitration agreement in the Terms, with its 30-day opt-out.

1. Your relationship with ProsAccess

You are an independent professional operating your own business. Nothing here creates employment, agency, partnership, joint venture, franchise or fiduciary relationship. You decide what to offer, how to perform it, what to charge within the limits available to your account, when to be available and whom to accept or decline. We do not supervise or control your work or your professional judgment. You are not entitled to employee benefits; you are responsible for your own taxes, registrations, licences, insurance and equipment; we do not withhold taxes, and tax forms may be issued by our payment provider where the law requires. There is no exclusivity. You may not hold yourself out as our employee, agent or representative or speak on our behalf.

2. Eligibility

You must be 18 or older (you confirm your age status when you sign up or before you publish; no date of birth is asked), able to contract, and permitted to perform the services you offer. If you contract through an entity, you bind both yourself and the entity. If your account is marked under 18, selling is paused until the age status is corrected.

3. Your professional responsibilities — the core of this Agreement

You are solely responsible for, and we do not perform for you:

1. Licences and authorizations — obtaining and keeping in good standing every licence, registration, certification and permit your services require, in every jurisdiction where you and your Users are.
2. Scope and jurisdiction — staying within what your licence and training permit, and declining a User you may not lawfully serve where they are, even if the Platform allowed the booking. Where the Platform asks a User for their location it is for eligibility checks; it does not verify the User's location for you.
3. Deciding whether to accept a User and whether a professional relationship is formed — you decide whether you are giving general information or accepting the User as a client or patient, and you make that clear to them. If you form a relationship, you own it and everything it requires.
4. Disclosures, consent and records — every notice, informed consent, engagement letter, fee agreement, intake and record your rules require. Forms & Agreements (Section 6) is a tool to deliver your documents; the content and their legal effect are yours.
5. Confidentiality and standard of care — protecting confidential information, handling privilege appropriately, complying with your profession's ethics, advertising, remote-practice and mandatory-reporting rules.
6. Truthful representation — describing your identity, credentials, experience, titles, employers and specialties accurately, on your profile and in sessions.
7. Insurance — deciding on and maintaining appropriate professional liability and other insurance. If we publish an insurance requirement for a category, you must meet it.

You represent, each time you accept a booking and begin a session, that all of the above is true and current for that session. That representation is made to us and to the User.

4. Independent Pro, ProsAccess Verified, identity

You can offer services as an Independent Pro — a Pro whose professional background ProsAccess has not reviewed. You may apply for ProsAccess Verified, a review of your professional identity based on evidence you supply (for example control of an established professional account, official business or organization information, credentials, trusted attestations, a representative's confirmation). Regulated credentials are checked separately, per service and jurisdiction, and are required before a credential-gated service can be offered. Legal identity verification (a government ID with a verification provider) may be required for payouts, age confirmation or an identity review; it is never public and never by itself establishes a protected or well-known professional identity.

1. Only we set, describe or remove a verification state. You may not restate it in stronger terms or imply an endorsement.
2. A state reflects evidence and checks at a point in time. If you change identity-critical information after review (name, display name, contact details, social links, affiliations), the badge may be paused while we re-review; you stay listed unless we decide otherwise.
3. Names, photographs and social-media addresses of other people are not proof of identity. A claim involving a protected or high-profile identity is paused from public listing until it is confirmed with strong evidence. Submitting false, altered or another person's evidence is grounds for immediate removal and may be reported.
4. Our review is for the Platform's benefit. It is not an endorsement, a warranty to Users, continuous monitoring or permission to exceed your licence.

5. Continuing duties

Keep your profile accurate. Tell us within 5 business days, through the product or at support@prosaccess.com, if a licence or certification you rely on lapses, is suspended, revoked or restricted; you become subject to discipline or a formal regulatory investigation; a malpractice claim, judgment or settlement is entered; you are charged with or convicted of a felony or an offence involving fraud, dishonesty, violence or a minor; required insurance lapses; or anything else makes a statement on your profile inaccurate. Re-attest with current evidence when we ask. Failure to notify is a material breach.

6. Regulated services, Booking Notes, Forms & Agreements, invited participants

1. Category and jurisdiction restrictions. We may prohibit, restrict or condition categories, services, jurisdictions or individual Pros — including a different fee structure and no promotional placement or referral rewards for a category — even where you are licensed and the service is lawful elsewhere. Some services can be offered only by a ProsAccess Verified Pro or only with a verified credential for the User's location; some categories are closed in some places.
2. Regulated acknowledgement. For regulated services the Platform shows the User a short acknowledgement before payment (that ProsAccess is not the provider, that any professional relationship is between the User and you, and that you are responsible for scope, licensure and jurisdiction) and records it. It is not a fee disclosure and does not replace your own disclosures.
3. Booking Notes. You may attach short notes to a service length — what to prepare, what the session is and is not, what you need before the session. They are shown to the User before booking, at checkout and on the booking, and are informational only.
4. Forms & Agreements. You may upload PDF documents (intake forms, consents, engagement letters, disclosures) as templates and send them to a User for review or signature before or after a booking, and you may mark a document required to join. Each sent document references a sealed, hashed version of your template; a signature is a typed name with an explicit consent, recorded with the time, platform and connection details; signed documents are stored privately and cannot be edited. You are responsible for the content of your documents, for whether an electronic signature is sufficient for your purpose, and for any professional record you must keep. ProsAccess is not a party to your documents and does not hold protected health information under a Business Associate Agreement; do not use the feature for anything your rules do not permit to be handled this way.
5. Invited participants. Where you allow it for a service length, the User who booked may invite up to two additional adult ProsAccess Users to a private session. Accepted participants can join the room, are asked for their own recording consent, and do not see the organizer's message thread; the organizer remains the booking, payment and refund party, and your obligations to each participant are yours to determine.
6. Minor participants. Off by default. If you switch on "Accept minor participants", a parent or legal guardian may book eligible sessions for a minor, you see that the participant is a minor booked by a guardian before you accept, regulated and adult-only categories stay closed to minors, and recording follows the guardian-consent rule. See Minors and Guardian Participation.

7. Sessions, scheduling and Group Sessions

1. Choose how you are booked: Published Availability, Availability Upon Request, Available NOW, or a combination; restrict scheduled bookings to existing Users; pause bookings; connect an external calendar so conflicts are avoided. None of these guarantees bookings, and a request is not a booking.
2. Available NOW needs a way to reach you instantly (push, or a verified text/WhatsApp number — push alone is enough; a text number is never required); losing the last path switches it off after a warning.
3. Be on time, prepared and in a private setting. Say plainly at the start what you are and are not doing for the User. If a User needs something outside your scope, licence, jurisdiction or competence, say so and end the session; you may cancel for that reason and the User is refunded in full.
4. Do not solicit payment outside the Platform for a session that originated here. Continuing a professional relationship off-Platform where your obligations require it is fine; arranging payment off-Platform to avoid fees is not.
5. Group Sessions. You may host public or private Group Sessions with a scheduled start, duration, seat price (free or within the seat limits) and optional capacity. The rules for seats, cancellation, rescheduling, late joining, recording and your share are in Group Sessions.
6. Free Intro. You may offer a free 15-minute intro, once per User. It carries no payment and no review.
7. Gift sessions. A User may buy one of your ordinary one-to-one sessions as a gift for someone else where the service can be gifted (regulated advice, clinical care and Group Sessions cannot be). The price and your fee structure are locked when the gift is bought; the gift shows in your schedule as a prepaid gift certificate until the recipient schedules it; the recipient books under your ordinary availability rules; and you are paid under Section 9 after the session takes place. A cancelled gift booking returns the gift to the recipient to reschedule — the purchaser is not refunded for a cancellation, and the money is refunded to the purchaser only when the gift cannot be fulfilled (Booking, Cancellation, Refund and Dispute Policy, Section 2A).

8. Your prices

You set prices per session length within the limits available to your account. The price shown to the User is the price charged, and a confirmed booking's price is locked. Add Time is priced from the booking's own rate. Group Session seats are priced by you within the seat limits.

9. Fees, settlement and payouts

9.1 Platform fee and payment processing. For a one-to-one session the standard platform fee is 15 % of the session price, and you also bear the actual payment-processing cost of each payment — the fee our payment provider charges on that payment, deducted from your earnings once the provider reports it (before a booking, the earnings you see use an estimate of that cost; settlement uses the actual cost). Users pay exactly the price you set: ProsAccess adds no checkout fee for them. The standard fee is subject to promotions and referral benefits.

9.1A Fees for regulated services depend on the service and the jurisdiction. The fee that applies is decided by what the session is (the service you classify when you create it — for example ordinary expertise or mentorship, or individualized regulated professional advice or clinical care) and by the applicable jurisdiction(s), not by your profession alone. Where applicable law, professional rules or ProsAccess policy require a different fee structure for a regulated service in a particular jurisdiction, we apply the fee structure approved for that service and jurisdiction — which may be a fixed fee per session, the same for the same service and duration whatever your price, rather than a percentage. We may decline to offer a regulated service in a jurisdiction until a fee structure for it has been reviewed and approved, and a service whose price would not exceed an applicable fixed fee cannot be offered at that price. We do not represent that any particular fee structure is permitted in every jurisdiction. The fee that applies is shown to you before you set a price and on every transaction, and each booking keeps the fee structure in force when it was made.

9.1B Group Sessions. You receive 75 % of the seat price of each seat sold, and ProsAccess retains a 25 % platform and channel share from which ProsAccess pays the payment provider's or app store's costs — your 75 % does not change with how a seat was bought (on the web or, if Group Session seats are offered for purchase in the iPhone app, through the App Store). Refunds and adjustments under 9.3 apply, and a jurisdiction-specific rule for a regulated service may apply where one has been approved. The recording-and-replay add-on is a platform item outside your share; Add Time uses the booking's fee structure. Nothing here implies that every product uses the same fee.

9.2 How money moves. Users pay ProsAccess through Stripe; ProsAccess is the merchant of record. Payment processing and settlement are handled through Stripe Connect. Your earnings are settled as follows. For each paid booking we record the gross booking value, the platform fee and your Pro earnings. After the session is completed your earnings are Pending for 7 calendar days — 14 days when the User booked as a consumer in the EU or UK — then Available unless a hold applies (9.3), then Paid Out to your connected payout account on the provider's schedule. A country policy may extend the Pending period but never shorten it. The Pending period is also the User's window to report a session issue, and an eligible open session issue holds the affected earnings until it is resolved. After that window ProsAccess does not voluntarily underwrite the session against later dissatisfaction; statutory claims, fraud, Trust & Safety obligations and card-network chargebacks may still arise later.

9.3 Holds and adjustments. Earnings stay on hold, and payouts may be delayed, reduced or reversed, where a session is under review, disputed or reported; where a refund is owed; where a chargeback occurs; where we suspect fraud, collusion or a policy breach; where a compliance requirement (identity, tax information, a restricted payout account) is unmet; or where the law requires. Refunds and chargebacks attributable to you — a no-show, material lateness, time not delivered and not made up, a service materially different from the booking record, or a card dispute about your session — are shared as follows: ProsAccess reverses its platform fee, and you bear your share of the transaction together with the payment-processing cost that cannot be recovered. When a refund is not attributable to you — a cancellation or refund the User is entitled to, or a failure of the Platform — ProsAccess bears the unrecoverable payment-processing cost on the refunded amount, and you bear the processing cost only on the part of the payment you keep. Chargebacks and disputes follow the dispute process. Where our payment provider debits ProsAccess first, that share becomes an amount you owe us, which we recover from your pending earnings, your current balance, a reversal of the transfer, your future earnings, or a negative balance on your connected payout account — and you consent to that debit. Any remainder is repayable on demand. A card dispute can arrive up to 120 days after the service date (longer for some card networks), so an amount can become due after a booking was paid out. We pay no interest on held amounts.

9.4 Payout setup. You may publish, sell and earn before completing payout onboarding. Setting up payouts with our provider (identity, bank details, tax information) is required to transfer earnings, and we may require it earlier when a compliance or risk trigger applies; if earnings wait too long without setup, new paid bookings pause until it exists. Earnings are never forfeited for a late setup. Payouts are available in the countries our provider and we support.

9.5 Taxes. You are responsible for all taxes on your earnings and for any sales, VAT or similar tax on your services. We give no tax advice.

9.6 Fee changes. ProsAccess may modify its platform fees, fixed service fees, commission rates, payment-processing allocation, or other fees from time to time, including to reflect changes in law, regulation, professional rules, operating costs, or product offerings. Any change will apply prospectively from its stated effective date. A confirmed booking remains subject to the fee structure and amounts in effect when that booking was created, unless a change is required by applicable law or expressly agreed to by the affected parties. ProsAccess will provide notice of material changes to fees where required by law or under these Terms; under these Terms, a material change to the fees that apply to you is announced at least 30 days before its effective date. Continued use of paid ProsAccess services after the effective date of a revised fee schedule constitutes acceptance of the revised fees, subject to any additional consent that applicable law may require. We never re-price a confirmed booking, a payout, a refund or a dispute under a later fee schedule; each booking keeps the fee structure, amounts and policy version recorded when it was created.

10. Cancellations and refunds

A User may cancel any time before the scheduled start for a full refund; so may you. Cancel through the Platform. Once a session is in progress or delivered, money questions go through Report a session issue or a Trust & Safety report. Details — the session-issue standard, material lateness, technical failures — are in the Booking, Cancellation, Refund and Dispute Policy.

No-shows and waiting. You are paid for a session the User did not join only if you actually joined and waited the material-lateness period: 20 % of the session length, never less than 5 minutes and never more than 10. If you have not joined by that point, a User who is present may leave and is refunded in full.

Session Reliability. A late cancellation by you (inside 24 hours of the scheduled start) and a no-show are Session Reliability events, as are material lateness and time you caused to go undelivered and did not make up. Session Reliability is a public percentage on your profile built only from ProsAccess's objective records of your paid sessions. It never counts a User's no-show, cancellation or device failure, or a ProsAccess outage; it is shown once you have about 10 eligible paid sessions (before that: "New on ProsAccess" and your completed-session count); your verification status does not change it; and your chargeback, dispute and complaint rates are never published. Repeated events may lead to visibility changes, a review of your account, or restriction.

11. Recording

Your recording setting (never, audio only, or audio and video) is the outer bound; a category may forbid recording above your setting. Allowing recording means you agree in advance to recordings a User has paid for: when a User has bought the recording-and-replay add-on and your setting allows it, the recording starts once you are both in the session, without asking you again. You are told in the call when it starts, and you can stop it at any time; stopping it withdraws your advance agreement for the rest of that session. Any other recording starts only when everyone agrees in the session. Only the person who paid for the replay can watch it; you cannot. You may not record outside the Platform's recording feature, and may not use any recording for marketing. See the Recording and Replay Policy.

12. Reviews

Users may review you after eligible completed paid sessions. You may not require, request as a condition of service, incentivize, buy, threaten, retaliate against or attempt to suppress reviews. Honest negative reviews stay up. You may report a review that breaks the rules and appeal a decision. Your own feedback about a User is private and is not a review.

13. Data protection between us

For the personal data you receive about Users you act as an independent controller for your own professional purposes: protect it, use it only for the service booked and your own professional obligations, and honour Users' rights. We do not offer HIPAA Business Associate Agreements; if your practice requires a BAA with its vendors, do not place protected health information on the Platform. Do not export, scrape, sell or use User data for unrelated marketing. Non-public information we share with you about the Platform is confidential.

14. Suspension, restriction and termination

You may stop listing or close your account at any time (support@prosaccess.com); honour or promptly cancel accepted bookings so Users are refunded. We may restrict, suspend or terminate your account or a listing, with notice where practical and without notice where we reasonably believe there is fraud, a safety risk, a credential problem, a legal requirement or serious harm. Consequences: future bookings are cancelled and refunded; your listing stops being public; earned payouts remain payable subject to Section 9.3; open disputes continue; records are retained; you may appeal to support@prosaccess.com within 30 days (an appeal does not pause the decision). A pause for identity or age review keeps your workspace (schedule, messages, existing bookings) while selling is paused.

15. Indemnity and our liability to you

You will defend, indemnify and hold harmless ProsAccess, XSTATIC ENTERTAINMENT, INC. and their officers, directors and employees from third-party claims, proceedings, damages, losses and reasonable expenses arising from your services, advice or conduct (including malpractice or professional-misconduct claims); your licences, credentials, representations or compliance with professional rules; your content and documents; your breach of this Agreement, the Terms or the law; any claim that you or your personnel were our employees; and your handling of User data. Notice, defence, cooperation and settlement follow Section 21 of the Terms. Nothing requires you to indemnify us for our own fraud, willful misconduct, gross negligence or violation of law.

To the maximum extent permitted by law we are not liable to you for indirect, incidental, special, consequential, exemplary or punitive damages, or lost profits, bookings, data or goodwill, and our total aggregate liability to you will not exceed the platform fees you paid us in the twelve months before the event giving rise to the claim. These limits do not apply to our fraud, willful misconduct, gross negligence, violation of law, amounts we owe you for sessions you properly delivered, or liability that cannot be limited. We do not guarantee any volume of bookings, income, ranking or the continued availability of any feature.

16. Disputes and arbitration

Section 22 of the Terms of Service (informal resolution, mutual individual arbitration, the 30-day opt-out, small-claims option, public-injunctive-relief carve-out) applies to this Agreement in full. If you contract through a business entity, the JAMS Comprehensive Rules apply and each party bears its share of JAMS fees as those rules provide.

17. Changes, notices, general

Material changes to this Agreement take effect on at least 14 days' notice and require your acceptance; until you accept, the version you last accepted governs and we may pause new bookings. Fee changes follow Section 9.6. Notices to us go to support@prosaccess.com; we use the email and in-product channels on your account. Governing law, courts, assignment, force majeure, severability, waiver, entire agreement and third-party provisions are as in Sections 23 and 25 of the Terms. Sections 3–6, 9.3, 9.5, 11, 13, 14, 15, 16 and 17 survive termination.

18. How you accept

You accept this Agreement when you publish your professional profile or submit it for verification, by ticking the acceptance control that names this Agreement and the platform fees shown to you. See Sign-up, Acceptance and Re-acceptance.

Contact: XSTATIC ENTERTAINMENT, INC., California, USA · support@prosaccess.com