TERMS OF USE FOR SESSIONZ

Last updated: June 19, 2023

1. Introduction

   Welcome to Sessionz (the “Service”), an online learning experience marketplace operated by Thriller Innovations, Inc. (hereafter “us” “we”, “our” or “Sessionz”) connecting people (“Clients”) with a network of independent contractor educators, subject matter experts, knowledge and instruction providers (hereafter “Hosts”). This Terms of Use (the “Agreement“) binds you or the entity you represent (“you” or “your”) to the terms and conditions set forth herein when you use or access the mobile application, website or any of our software, applications, sites, materials, products, tools and including any subdomains thereof, and any other websites through which Sessionz makes its services available (collectively, the “Services”). If you wish to use our Services, you must read, comply with and agree to be bound by the terms of this Agreement. If you object to anything in this Agreement, do not use our Services.

   Our collection and use of personal information in connection with the Services is as provided in Sessionz’ Privacy Policy located at https://www.sessionz.com/privacy.

   Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Sessionz. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Sessionz may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. If you do not understand any of the terms of this Agreement, please contact us at support@sessionz.com before using the Services.

   Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

   
   PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

    

2. Acceptance of Terms of Use Agreement

   This Agreement is an electronic contract that sets out the legally binding terms of your use of our Services, whether or not you register as a “Client” or “Host” (each may be referred to as a “Member” or “User“). This Agreement may be modified by us from time to time, such modifications to be effective when provided in writing or upon posting within our Services. Certain parts of our Services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and terms and conditions posted for a specific area of or within our Services, the latter terms and conditions will take precedence with respect to your use of or access to that specific Service, but this Agreement shall still apply to our legal relationship. You have the right to receive this Agreement in non-electronic form, either before or after you electronically sign the Agreement, by sending a written request to support@sessionz.com

3. Scope of Services

   1. Sessionz is a learning experience marketplace and a network of Hosts that enables Clients to discover and engage with a diverse range of learning opportunities offered by Hosts. These experiences encompass various formats, including in-person sessions, in-person events, and livestream events.
   2. Sessionz operates by connecting Clients with independent Hosts through our platform. As a registered or unregistered user of our Services, Clients may have the option, at Sessionz’s sole discretion, to review Listings. However, in order to book a session with a Host, register as a Host, create a Listing, access Host tools, or utilize certain Services, Clients must first become registered Hosts and complete the verification process, which includes providing accurate account information such as their email address.
   3. We cater to Client users worldwide. However, to become a Host, you must be located in either Canada or the United States of America and possess a valid Canadian or American bank account to receive payouts. This requirement ensures smooth and efficient payment processing for our Hosts in compliance with the respective banking regulations of these countries.
   4. We do not endorse, hire or employ the Hosts nor are we responsible or liable for any interactions involved between Hosts and their respective Clients or between Members. Our Services are separate and distinct from the services of Hosts. If you choose to use the Sessionz Platform as a Host or Client, your relationship with Sessionz is limited to being an independent, third-party contractor, and not an employee, agent, joint venture or partner of Sessionz for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Sessionz. Sessionz does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Host Services.
   5. YOU ACKNOWLEDGE THAT SESSIONZ DOES NOT OWN, CREATE, SUPPLY HOSTING SERVICES, NOR IS SESSIONZ AN ORGANIZER OR RETAILER OF TRAINING PROGRAMS OR OFFER CONSULTATION SERVICES, NOR IS SESSIONZ A MEDICAL PROVIDER, OR OFFER OTHER HEALTH PRACTIONING SERVICES.
   6. Sessionz by any means DOES NOT provide medical advice nor should anyone utilize Sessionz as a means to seek medical advice or treatment to diagnose, treat, cure or prevent any disease, ailment or injury. To the maximum extent permitted by applicable law, you expressly agree we are not providing medical advice via the Services. All Content provided through the Services, whether provided by us or by other users or third parties (even if they are claiming to be a physician or doctor!) is not intended to be and should not be used in place of (a) the advice of your physician or other medical professionals, (b) a visit, call or consultation with your physician or other medical professionals, or (c) information contained on or in any product packaging or label. To the extent permitted by applicable law, we are not responsible for any health problems that may result from training programs, dietary recommendations, consultations, products, or events you learn about through the Services. Should you have any health related questions, please call or see your physician or other healthcare provider promptly. If you have an emergency, call your physician or your local emergency services immediately.
      For Hosts, we offer various products to support their Services including marketing, scheduling, billing and communication tools. Sessionz in our sole discretion may implement features to improve the Client or Host experience. Hosts can also apply to use our Services where prospective Clients can review their profile, communicate with Hosts, book and pay for appointments (“Sessions”, “sessions”) and register into Events (in-person or livestream) or other services ancillary thereto (called a “Listing” ).
   7. When a Client confirms a session with a Host, registers for an event hosted or chaired by a Host, or purchases any offerings listed by a Host on the Sessionz marketplace, they are entering into a direct agreement with each other. Sessionz serves as a platform that facilitates fair transactions and does not assume the role of a party or participant in any contractual relationship between Clients and Hosts. Sessionz does not act as an agent for any Client, except as explicitly specified in the Payments Terms. Our primary function is to provide a reliable and secure environment for Clients and Hosts to connect and engage in mutually beneficial learning experiences.
   8. Sessionz reserves the right to impose certain conditions or requirements for accessing and using the Sessionz Platform, as well as specific areas or features within it. These conditions may include, but are not limited to, completing a verification process, meeting quality or eligibility criteria, attaining certain Ratings or Reviews thresholds, or adhering to a Member’s booking, event registration, purchase, and cancellation history as managed within the Sessionz platform. These conditions and requirements are put in place to ensure the integrity and quality of the Sessionz community and the services provided through our platform.
   9. Your use of Sessionz as either a Client or Host is undertaken at your own risk. By using Sessionz, you acknowledge and accept full responsibility for any personal injury and/or loss of property that may occur. Additionally, Users of Sessionz hereby release Sessionz from any claims, liabilities, or demands arising from the use of the platform. We strongly recommend exercising caution, conducting necessary due diligence, and taking appropriate measures to ensure your safety and protection while engaging with the Sessionz community.
   10. While Sessionz may assist in facilitating the resolution of disputes, it is important to note that Sessionz has no control over and cannot guarantee: (i) the existence, quality, safety, suitability, or legality of any Listings, Host’s Services, or Products offered for sale, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Client and Host Content (as defined below), or (iii) the performance or conduct of any Client, Host, or third party. Sessionz does not endorse any Client or Host, Listing, or Host Services. The use of terms such as “verified” or similar language merely indicates that the Client or Host has completed a relevant verification or identification process and should not be interpreted as an endorsement, certification, or guarantee by Sessionz regarding the Member’s trustworthiness, safety, or suitability, or any other aspect of the Member’s background. It is essential that you exercise due diligence, employ common sense, and exercise caution when deciding whether to participate in a Session, utilize Host Services, accept a booking request, or interact with other Members, whether online or in person. The Verified Images (as defined below) are intended solely to represent the photographic depiction of a Listing at the time the image was captured and do not constitute an endorsement by Sessionz of any Host or Listing.
   11. Similar to other innovative online applications, the Sessionz Platform may include links to websites or resources provided by third parties (“Third-Party Services”). These Third-Party Services may be governed by separate terms and conditions and have distinct privacy practices. Please be aware that Sessionz holds no responsibility or liability for the availability or accuracy of such Third-Party Services, including the content, products, or services offered through them. The inclusion of links to Third-Party Services should not be interpreted as an endorsement by Sessionz of those services.
   12. Given the nature of the Internet, Sessionz cannot guarantee the uninterrupted and continuous availability and accessibility of the Sessionz Platform. In certain circumstances, Sessionz may need to restrict the availability of the Sessionz Platform or specific areas or features. This may be necessary to address capacity limits, ensure the security or integrity of our servers, or perform maintenance activities aimed at improving the proper functioning of the Sessionz Platform. Furthermore, Sessionz reserves the right to enhance, modify, and introduce new Sessionz Services or functions to the Sessionz Platform periodically, as part of our ongoing efforts to improve the user experience.

4. Eligibility

   1. The Service is intended for use by individuals who are 18 years of age or older. If you are under the age of 18, accessing or using our Services requires the consent of a parent or legal guardian, who must agree to this Agreement on your behalf. By utilizing our Services, you affirm that you are either a legal adult or, if below the age of majority, have obtained the necessary consent from a parent or legal guardian. However, the Service does provide parents with the option to request sessions and enroll their child/children in in-person or livestream events. It is important to note that when using our Services to enroll a child or multiple children, YOU ASSUME FULL RESPONSIBILITY FOR PERSONAL INJURY AND/OR LOSS OF PROPERTY, and as a user of Sessionz, you release Sessionz from any claims that may arise from the use of our platform.
   2. If you are using our Services on behalf of a company or any other legal entity, you affirm and guarantee that you possess the authority to bind that company or entity to this Agreement. By utilizing our Services, you represent and warrant that you have the appropriate rights, authority, and capacity to enter into this Agreement and to comply with all the terms and conditions outlined herein.
   3. You are prohibited from assigning or transferring your Account to any individual or entity. When utilizing the Services, you are obligated to abide by all relevant laws, and you may only employ the Services for lawful purposes. This includes refraining from engaging in solicitation or making appointment reservations for any unlawful activities.
   4. In your utilization of the Services, you are strictly prohibited from causing any form of nuisance, annoyance, inconvenience, or property damage to the Third Party Provider or any other party. There may be situations where you will be required to provide proof of identity to access or use the Services, and you acknowledge that failure to comply with such a request may result in denial of access to or use of the Services.
   5. Access to and use of the Sessionz Platform, as well as specific areas or features within it, may be subject to certain conditions or requirements set by Sessionz. These conditions may include, but are not limited to, completing a verification process, meeting specific quality or eligibility criteria, reaching Ratings or Reviews thresholds, or maintaining a positive history of bookings, event registrations, Host interactions, and cancellations. These conditions are implemented to ensure the integrity, quality, and positive experience of the Sessionz community.
   6. You are obligated to adhere to all applicable export control laws within your local jurisdiction. Additionally, you represent and warrant that: (i) neither you nor your Host Service(s) are located in or take place in a country that is subject to a Canadian Government embargo or designated by the Canadian Government as a “terrorist supporting” country, and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
   7. Verification of user identities on the Internet is a complex task, and we do not assume any responsibility for confirming the identity of any Client or Host. However, in the interest of transparency and to prevent fraudulent activities, we may, at our discretion and in accordance with applicable laws, take the following actions: (i) request Clients and Hosts to provide government identification or other relevant information, or undergo additional checks aimed at verifying their identities or backgrounds; (ii) conduct screenings of Clients and Hosts using third-party databases or other reliable sources, and request reports from service providers; and (iii) if we have sufficient information to identify a Member, obtain reports from public records regarding criminal convictions, sex offender registrations, or any equivalent background checks or registered sex offender checks available in your local jurisdiction.
   8. Accessing or using specific areas and features of the Sessionz Platform may be governed by separate policies, standards, guidelines, or additional terms and conditions imposed by Sessionz or Third Party Providers (such as Stripe, Inc.). In the event of any conflict between these Terms and the terms and conditions applicable to a particular area or feature of the Sessionz Platform, the latter terms and conditions will prevail concerning your access to or use of that specific area or feature, unless otherwise specified.
   9. If you access or download the Application from the Apple App Store, you acknowledge and agree to be bound by Apple’s Licensed Application End User License Agreement. Certain areas of the Sessionz Platform utilize mapping services provided by Apple Maps, Google Maps, and Google Earth, including their respective APIs. Your use of Google Maps and Google Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
   10. Hosts bear sole responsibility for identifying, understanding, and complying with all applicable laws, rules, and regulations pertaining to their Listings and Hosting Services. It is important to note that certain cities may have specific laws restricting the hosting of paying Clients for short periods or imposing limitations on certain Hosting Services. For instance, in certain locations, Hosts may be required to register, obtain permits, or acquire licenses before offering particular Host Services, such as food preparation, alcohol sales, guided tours, or operating a vehicle. Each Host is responsible for identifying and obtaining any necessary licenses, certifications, permits, or registrations required for the Host Services they offer. Please be aware that certain types of Host Services may be strictly prohibited. Non-compliance may result in penalties, including fines or other enforcement actions. We offer some information in our Help Centre to assist you in understanding some of the obligations that may apply to you. However, if you have inquiries regarding how local laws relate to your Listings and Host Services on Sessionz, it is always advisable to seek legal counsel.
   11. Sessionz may, if required to address a complaint, dispute, conflict, or incident involving you and a Host, share relevant information (including your contact details) with a claims processor or an insurer, if deemed necessary to resolve the matter effectively.
   12. If an attendee of an event reports an issue, the host acknowledges and agrees that Sessionz reserves the right to block the payout until a thorough investigation has been conducted. In the event that the reported issue is found to be in violation of the Host User Policies (defined below), Sessionz may exercise discretion in withholding the payout to the host. In such cases, the funds may be allocated towards issuing refunds to those who reported the issue(s) and assisting in resolving the event’s outcome. Conversely, if it is determined that the reported issue does not breach the Host User Policies, Sessionz will promptly release the payout to the host within 48 hours of concluding the investigation.

5. Account Registration & Membership

   1. Some of our Services can be accessed free of charge. However, to enjoy additional features and access certain Services, such as booking sessions or enrolling in events, you are required to register as a Client User and make a payment at the time of purchase. By becoming a Client Member, you agree to provide accurate, up-to-date, and complete information during the registration process, and to ensure that such information remains accurate, up-to-date, and complete throughout your use of the Services. Each Client Member is limited to one active Client Sessionz Account. We reserve the right to suspend or terminate any Client Sessionz Account and access to our Services at our discretion and for any reason.
   2. To access additional features and Services as a Host user, including the ability to create a listing, accept requests, manage bookings, manage listings, access calendars, and receive payments from Clients, you must register as a Host Member and be located in a Country supported by Sessionz (refer to 1.3.2). By becoming a Host on Sessionz, you agree to provide accurate, up-to-date, and complete information during the registration process, and to ensure that such information remains accurate, up-to-date, and complete throughout your use of the Services. As a Host, you are responsible for providing truthful information regarding your listings, including statements, descriptions, qualifications, experience, and service offerings. Each Host User is limited to one active Host Sessionz Account. We retain the right to suspend or terminate Host Accounts on Sessionz and restrict access to our Services at our discretion and for any reason.
   3. As a Client Member, you will enjoy various privileges including the ability to request, book, and make payments for sessions, register for events, manage your session requests and bookings, access helpful documents, and utilize other Services designated for Client Members. It is essential for you, as a Client, to consistently adhere to this Agreement and the Client Member Policies in order to maintain access to and make the most of these offerings.
   4. You can register for a Sessionz Account using an email address and creating a password. While it is not offered as of the last updated date of these Terms of Service, Sessionz may also make available registering through third-party social networking services, such as Facebook or Google (“SNS Account”).

6. Client User Policies

   1. As a Client, you will be required to authenticate your account by verifying your email. You reserve the right for Sessionz to implement other authentications methods such as Multi Factor Authentication or similar at any time.
   2. As a Client, you may be asked to enroll in a non-mandatory yearly background check program called the “Verified User Program.” By choosing to enroll in this program, you grant Sessionz permission to utilize Third Party Services or conduct in-house background checks on you. These checks may involve financial background screenings, verification of public criminal records, and searches of the sex offender registry. Upon successfully completing this program, Sessionz may assign verification badges to indicate your enrollment in the Verified User Program. Please note that a yearly fee may be charged for conducting this background check. It is important to understand that Sessionz reserves the right to cancel any existing bookings, as well as suspend or terminate your Account on Sessionz if the background check raises concerns or poses a risk to other Members using the platform. This is done in order to prioritize the safety and well-being of all users.
   3. As a Client, we want to inform you that payment is required for all purchases made on the application. This includes products and services such as booking sessions or registering for events. Prior to making a booking request or purchase, you will be presented with all applicable fees, including the Transaction Fee and Service Fee. By proceeding with a booking request or registration into an event, you agree to pay the Total Fees associated with your purchase. It’s important to review and understand our Cancellation and Refund Policy, as it outlines your rights to cancel a request or confirmed booking. Additionally, if you have registered for an event, you have the right to drop out in accordance with the Host’s Cancellation and Refund Policy. Each Host may have different refund policies, which could include full refunds, partial refunds based on specific dates, or other conditions. Please refer to the Host’s specific policy for details. We strive to provide transparent information regarding fees and refund policies to ensure a positive experience for all Clients. If you have any questions or concerns, please don’t hesitate to reach out to our support team.
   4. Upon receipt of a booking confirmation, event registration or purchase from Sessionz, a legally binding agreement is formed between you and your Host, subject to any additional terms and conditions of the Host that apply, including the Cancellation and Refund Policy, rules and restrictions specified in the Listing. Sessionz will collect the Total Fees in advance of the session or event. Please note that if the Host declines your booking request for a session, you will not be charged.
   5. As a Client, we kindly request your understanding that in cases of inclement weather that could potentially create an unsafe or uncomfortable environment for a session or event, the Host holds the discretion to modify or cancel a confirmed session booking or hosted event. This decision aligns with the Sessionz Cancellation and Refund Policy, which ensures the safety and satisfaction of both Clients and Hosts. We believe it is essential to prioritize your well-being and provide the best possible experience. Therefore, if adverse weather conditions arise, the Host will assess the situation and make necessary adjustments to ensure your safety and comfort. This may include rescheduling the session or event, relocating to a suitable venue, or, in extreme cases, canceling the session or event altogether. We encourage you to review the Sessionz Cancellation and Refund Policy to familiarize yourself with the procedures and potential outcomes in such situations. The policy aims to facilitate clear communication and fair resolutions, keeping your best interests in mind. Should you have any concerns or questions regarding session modifications or events or cancellations due to inclement weather, please feel free to contact our support team. We are here to assist you and ensure a positive experience with Sessionz.
   6. In certain circumstances, Sessionz may decide, in its sole discretion, that it is necessary to cancel a confirmed session or event and process appropriate refunds. This may be for reasons of extenuating circumstances such as death or serious illness of a Host, natural disasters and endemic disease or illness that suddenly affects a region.
   7. As a Client, you are responsible for your and any guests you bring with you to a confirmed session or event. This includes any acts and omissions. You are also responsible for any breach of any agreements you have entered into with any third parties during a confirmed session.
   8. As a Client, we remind you that you hold responsibility for your own actions and those of any guests you bring to a confirmed session or event. This includes both your acts and omissions during the session or event. Additionally, you are accountable for complying with any agreements you have made with third parties throughout the duration of the session. We emphasize the importance of respectful conduct and adherence to the guidelines and expectations set forth by the Host and Sessionz. By participating in a confirmed session or event, you acknowledge and agree to act responsibly, maintaining a safe, respectful and welcoming environment for all involved. Should any issues or concerns arise during the session or event, we encourage open communication with the Host and prompt resolution of any disputes or conflicts. It is essential to foster a positive and harmonious experience for everyone involved. Please bear in mind that any breach of agreements with third parties or misconduct during a confirmed session or event may result in appropriate actions, including but not limited to cancellation of the session or closing of an event, restrictions on future bookings or registrations, or account suspension. We kindly request your cooperation in upholding the integrity of the Sessionz community and ensuring a positive experience for all participants.
   9. You agree not to recruit or otherwise solicit any Host to join third-party services, applications or websites, without our prior written approval.
   10. As a Client, you understand and comply with our Code of Conduct. You agree that we reserve the right to cancel any existing bookings or event, suspend or terminate your Account on Sessionz if any of the agreements in the Code of Conduct are not abided by.

7. Host User Policies

   1. As a Host, you may be required to authenticate your account by verifying your email and/or phone number. You reserve the right for Sessionz to implement other authentications methods such as Multi Factor Authentication or similar at any time.
   2. As a Host, you may be asked to enroll in a non-mandatory yearly background check program called the “Verified User Program.” By choosing to enroll in this program, you grant Sessionz permission to utilize Third Party Services or conduct in-house background checks on you. These checks may involve financial background screenings, verification of public criminal records, and searches of the sex offender registry. Upon successfully completing this program, Sessionz may assign verification badges to indicate your enrollment in the Verified User Program. Please note that a yearly fee may be charged for conducting this background check. It is important to understand that Sessionz reserves the right to cancel any existing bookings, as well as suspend or terminate your Account on Sessionz if the background check raises concerns or poses a risk to other Members using the platform. This is done in order to prioritize the safety and well-being of all users.
   3. As a Host, it is essential that you provide all the necessary information required by Third Party Service Providers, such as Stripe, Inc., to set up your Payout Settings. Please note that Sessionz does not store this information, as it is collected solely by our Third Party Service Provider(s) to ensure compliance with regulatory requirements. The information requested by Third Party Payment Processing Service Provider(s) serves multiple purposes. Firstly, it enables Third Party Payment Processing Service Provider(s) to adhere to regulatory guidelines and maintain a secure and transparent financial ecosystem. By collecting this information, Third Party Payment Processing Service Provider(s) such as Stripe can help prevent individuals from using complex company structures to conceal activities related to terrorist financing, money laundering, tax evasion, and other financial crimes. We understand the importance of safeguarding your privacy and the sensitive nature of financial information. Rest assured that Sessionz has implemented appropriate measures to ensure the security and confidentiality of your data. By providing the necessary information to us to provide our Third Party Payment Processing Service Provider(s), you are helping to maintain a trusted and compliant environment within the Sessionz community. If you have any concerns or questions about the information required for your Payout Settings, please feel free to contact our support team. We are here to assist you and provide any necessary guidance throughout the process.
   4. As a Host, it is important to understand the requirements for receiving payouts on Sessionz. To be eligible for payouts, you must fulfill the following criteria:
      1. Location: You must be located in North America to receive payouts through Sessionz.
      2. Payout Settings: You need to ensure that your Payout Settings are properly configured and linked to an accepted Bank Account. This information is necessary to facilitate the transfer of funds to you.
      3. Account Verification: Your Sessionz account must be in a “Successfully Verified” status. This verification process helps maintain the security and integrity of the platform.
   5. As a Host, it is important to understand that payout delays may occur if there are any issues related to completed bookings, event registrations, items sold in the marketplace or if Client users have reported an issue with your session or event. Additionally, delays can arise from factors such as incomplete or inaccurate personal information, identity verification discrepancies, or banking information errors. We strive to provide timely and efficient payouts to our Hosts. However, in cases where there are complications or discrepancies, we may need to conduct additional reviews or verifications to ensure the security and legitimacy of transactions. If you encounter any payout delays or have concerns regarding your payout status, our support team is available to assist you. We are committed to resolving any issues promptly and facilitating smooth payouts for our valued Hosts.
   6. As a Host, it is important to acknowledge and comply with the following guidelines to ensure the receipt of payouts for the events you host: (i) You must be the actual host of the event or a representative explicitly mentioned in the event’s listing. (ii) You are required to be present at the event and exhibit suitable readiness to host. Being under the influence of drugs, alcohol, or substances is strictly prohibited. (iii) Punctuality is crucial, and you must be ready to host on time, with a maximum allowance of 5 minutes lateness. (iv) Your conduct should consistently reflect appropriateness and professionalism. (v) The event topics should align with the details specified in the event listing. Failure to adhere to these guidelines may result in the withholding of payouts. Sessionz reserves the right to permanently withhold payouts if the Host is found to be in violation of these guidelines.
   7. As a Host, it is essential to acknowledge and comply with certain guidelines to ensure a smooth payout process for the events you host. Please note that failure to adhere to these guidelines may result in the temporary withholding of payouts. In cases where a Host repeatedly violates these guidelines or engages in severe misconduct, Sessionz reserves the right to permanently withhold payouts. We are committed to maintaining a high standard of professionalism and ensuring a positive experience for all participants. These guidelines include:
      1. Host Responsibility: You must be the designated host of the event or a representative explicitly mentioned in the event’s listing. Only the hosts that is identified on the event listing is eligible for payouts.
      2. Presence and Readiness: You are required to be physically present at the event and demonstrate preparedness to host. It is strictly prohibited to be under the influence of drugs, alcohol, or any substances during the event. Sessionz has zero tolerance with users hosting an event that are under the influence.
      3. Punctuality: Timeliness is of utmost importance. You must be ready to host the event on time, with a maximum allowance of 10 minutes for lateness for an event that exceeds an hour and 5 minutes if the event under an hour.
      4. Professional Conduct and Code of Conduct: Your conduct throughout the event should consistently reflect appropriateness and professionalism and in alignment with the Sessionz Code of Conduct. Please treat attendees with respect and create a welcoming environment.
      5. Event Alignment: Ensure that the content and topics covered during the event align with the details specified in the event listing. Deliver the promised content and provide a valuable experience to the attendees.
   8. As a Host, you agree that if a Client reports an issue about a confirmed session or event to Sessionz that does not comply with the guidelines specified in section 2.7,  we reserve the right to cancel the session, refund the Client and void ALL payouts to you.
   9. When creating a Listing through the Sessionz Platform you must (i) provide complete and accurate information about the service or products being sold within the Sessionz Platform (which may include but is not limited to such as description, offerings, pricing), (ii) disclose any information required for a client/customer to know about such as deficiencies, restrictions, experiences not covered, additional costs, age requirements and more. Depending on the type of listing being created you may be required to provide additional required information such as minimum/maximum age limits, proficiency level, target gender and other) and (iii) provide any other pertinent information requested by Sessionz. You are responsible for keeping your Listing information, Profile and Calendar availability up-to-date at all times.
   10. You are solely responsible for setting a price (including any Taxes if applicable) during the listing creation process.
   11. When a Client user requests a session booking from you, as a Host, you agree not to request that the Client pays a higher price than what is mentioned in the listing at the time the request was made. Once you accept or pre-approve a booking request from a Client, you are entering into a legally binding agreement with the Client. It is your responsibility to provide your Host Service(s) to the Client as described in your Session Listing at the scheduled and confirmed time. In addition, you acknowledge and agree to pay the applicable Service Fee to Sessionz, as well as any applicable Taxes. These fees will be clearly presented to you before you confirm the booking, ensuring transparency in the transaction. These fees will also be automatically deducted when a payout is processed.  We emphasize the importance of honoring the agreed-upon price and delivering the Host Service(s) as described in your listing. By doing so, you create a positive experience for both yourself and the Client.
   12. When a Client user registers into an event you are hosting, as a Host, you agree not to request that the Client pays additional fees to participate in the event. Clients are only obligated to pay for the amount as defined in the Event listing. By having a Client register into the event you are hosting, you are entering into a legally binding agreement with the Client. It is your responsibility to provide your Host Service(s) to the Client as described in your Event Listing at the scheduled and confirmed time(s). In addition, you acknowledge and agree to pay the applicable Service Fee to Sessionz, as well as any applicable Taxes. These fees will also be automatically deducted when a payout is processed.  We emphasize the importance of honoring the agreed-upon price and delivering the Host Service(s) as described in your listing. By doing so, you create a positive experience for both yourself and the Client.
   13. If you are listing a “Session” and you require a security fee for your listing, you must specify this in the Description of your Listing by clearly specifying that a security fee is required and include it in the fee to book a session. Hosts are not allowed to ask for a Security Fees or Deposits after a booking has been confirmed or outside of the Sessionz Platform. Sessionz will use commercially reasonable efforts to address Hosts’ requests and claims related to security deposits, but Sessionz is not responsible for administering, collecting amounts from a Client or accepting any claims by Hosts related to Security Deposits of similar fees.
   14. As a Host, you acknowledge and understand that Clients who utilize any property owned by you, including equipment, resources, and materials during a confirmed session or in-person event, are done so at your own risk. You assume full responsibility for any damages, loss, or deficiencies that may arise. By agreeing to these terms, you agree not to hold the Client or Sessionz responsible for any such damages, loss, or deficiencies that may occur. You hereby release Sessionz from any claims or liabilities arising from such incidents. We encourage Hosts to take appropriate measures to ensure the safety and security of their property and equipment during sessions or events. It is recommended that you have suitable insurance coverage in place to protect against any potential damages or losses. Should you have any concerns or questions about protecting your property or mitigating risks, we advise seeking legal guidance or consulting with an insurance professional to ensure adequate protection.
   15. As a Host, you agree not to engage in any activities on the Sessionz Platform that aim to circumvent Service Fees or for any other improper purposes.
   16. By publishing a Listing and accepting bookings or allowing Clients to register into an event, you confirm and guarantee that (i) you will not violate any agreements you have made with third parties, and (ii) your Listing, as well as the purchase of your hosting products/services by Clients, will fully comply with all applicable laws, including but not limited to zoning laws, Tax obligations, and other relevant rules and regulations. This includes obtaining any necessary permits, licenses, or registrations. As a Host, you bear full responsibility for your own actions and omissions.
   17. Pictures, animations or videos (collectively, “Media”) used in your Listings must accurately reflect the quality and content of your Services. Sessionz reserves the right to require that Listings have a minimum number of Media of a certain format, size, and resolution as well as an adequate service description.
   18. While having insurance is not mandatory to join Sessionz as a Client or Host, we strongly recommend that Hosts consider obtaining appropriate insurance coverage for the services they offer. It is important to carefully review your insurance policy, paying close attention to any exclusions and deductibles that may apply. Specifically, ensure that you understand whether your policy covers the actions or inactions of Clients (and any individuals they have booked for In-Person Events, if applicable) while attending your Host Service.
   19. As a Host, you understand that you are solely responsible for any required permits and assume all costs and liability associated with the same for all sessions and events being hosts.
   20. The Host, not Sessionz, is solely responsible for honoring any confirmed bookings and registrations into event making available the purchased session or event as requested via the Platform.
   21. As the Host, you understand that the placement and ranking of Listings in search results on the Sessionz Platform may vary and depend on a variety of factors, such as the type of listing, Client search parameters and filter preferences, requirements, price and calendar availability, number and quality of media, customer service and cancellation history, reviews and ratings, type of Host Service, and/or ease of booking.
   22. As a Host, you understand and comply with the Cancellation and Refund Policy you have defined per listing. You agree to honor the cancellation and refund policy for sessions and event registrations.
   23. As a Host, you have the right to modify or cancel a confirmed session booking or event if inclement weather creates an unsafe or uncomfortable scenario. We encourage you to make every effort to reschedule the affected session or event with the impacted Client(s). In certain cases, if you require assistance with modifying or canceling an event, please contact support@sessionz.com. It is important to note that if you fail to modify or cancel the confirmed session or event, clients may report an incident, which may result in the prevention of any earnings from the session or event.
   24. As a Host, you understand that once you create an event listing and receive registrations, canceling the event without a reasonable explanation to do so may result in a negative loss to the Platform due to payment processing transaction fees associated with the canceled event. Therefore, you may be prevented from canceling the event in such circumstances. We encourage you to carefully consider your decision before creating an event listing to avoid any inconvenience or financial implications. Additionally, please note that repeated cancellations may result in being blacklisted or blocked from using Sessionz.
   25. In certain circumstances, Sessionz may decide, at its sole discretion, that it is necessary to cancel a confirmed booking or confirmed upcoming event and make appropriate refund and payout decisions. This may be for reasons of extenuating circumstances such as the death of a Host, serious illness of Host or Client, natural disasters, severe weather and endemic disease or illness that suddenly affects a region.
   26. Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
   27. As a Host, you understand and comply that you will not discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
   28. You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Sessionz’s Code of Conduct or any other Sessionz policy. Sessionz may, without prior notice, remove or disable access to any User Content that Sessionz finds to be in violation of these Terms or Sessionz’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Sessionz, its Members, third parties, or property.

8. Service Fees Policy

   1. Sessionz may charge Service Fees to both Hosts and Clients as compensation for utilizing the Sessionz Platform for the booking of sessions and events or hosting events. These fees, referred to as Host Fees and Client Fees, collectively make up the Service Fees. The specific details of the fees, including their amounts and payment methods, will be clearly communicated to you prior to any transaction.
   2. Sessionz reserves the right to charge Hosts who offer sessions a service fee of 7%. This is calculated based on total amount of the session fee paid by a Client and is automatically deducted from the Host’s payout.
   3. For event listings, Sessionz may charge hosts a service fee of 7% which may be subject to change based on factors such as the type and size of the event, as well as the type of host. The service fee is calculated based on the total amount of the event fee paid by a client and is automatically deducted from the host’s payout. Sessionz also reserves the right to set a maximum service fee for event registrations, which will be clearly communicated during the checkout process. The maximum fee will depend on the type of purchase being made and will be displayed for your reference.
   4. Sessionz reserves the right to charge a flat fee of $2.50 to client users for session booking fees totaling $50.00. For session booking fees above $50.00, a service fee of 5% will be charged to clients. Additionally, Sessionz may set a maximum service fee for session bookings, which will vary depending on the type of purchase being made. The specific amount will be clearly displayed during the checkout process for your reference.
   5. Any applicable service fees, including any applicable taxes, will be clearly displayed to the client before submitting a session booking request or making a payment for event registration. Hosts will receive an email notification that includes the fees associated with the purchase, and the fees will also be displayed at the time of accepting the session request or event. Please note that Sessionz reserves the right to waive service fees for hosts and may change the service fees at any time. Sessionz is not obligated to provide advance notice of fee changes before they become effective.
   6. You are responsible for paying any Service Fees that you owe to Sessionz. The applicable Service Fees (including any applicable Taxes) are collected by Sessionz. Sessionz will deduct any Host Service Fees per completed session booking or completed event before remitting the payout to the Host. Any Client Fees are included in the Total Session Fees collected by Sessionz. Except as otherwise provided on the Sessionz Platform, Service Fees are subject to the Sessionz Cancellation and Refund Policy.

9. Cancellation and Refund Policy

   1. For session bookings, a client is eligible for a 100% refund of the total price paid if they cancel more than 48 hours before the scheduled start time of the confirmed session. In such cases, the host will not receive any earnings.
   2. For session bookings, if a host cancels a scheduled and confirmed booking, the client is entitled to a 100% refund of the total price paid. In such cases, the host will not receive any earnings for the cancelled session.
   3. For session bookings, if Sessionz Admin cancels a scheduled and confirmed booking, the client is entitled to a 100% refund of the total price paid. In such cases, the host will not receive any earnings for the cancelled session.
   4. For session bookings, if a client cancels a scheduled and confirmed booking within 48 hours before the start time of the session, no refund will be provided. In such cases, the host is entitled to receive all payable earnings after deducting Session Services Fees, as outlined in the Services Fees Policy.
   5. A Client agrees that if a refund is warranted, Sessionz will process the refund within a reasonable timeframe. We strive to process refunds in a timely manner and will make commercially reasonable efforts to ensure that refunds are processed promptly.
   6. A Client must report any issues regarding a booking by using the in-app reporting feature or contacting Sessionz at support@sessionz.com within 3 hours after completing the booking. Sessionz will conduct an investigation to assess the situation and determine if a refund is warranted, which may result in a full or partial refund. However, please note that if a Client is found to be in violation of the Client Member Policies related to the confirmed booking, Sessionz reserves the right to withhold any refund or compensation. Similarly, if a Host violates any policies outlined in the Code of Conduct, they may not be entitled to receive any earnings.
   7. For the event feature on Sessionz, Client Users acknowledge and agree that Hosts have the discretion to set their own drop-out policies for Events, which may or may not include refunds for event registrations. Sessionz respects the cancellation policies set by Hosts, and if a Client User violates the Host’s cancellation policy for an event, Sessionz is not obligated to provide refunds for dropping out of event registrations. It is the responsibility of the Client User to carefully review and understand the specific drop-out policies stated on the event listing before purchasing a registration. Each host may have different policies, and these policies will be clearly outlined on the event listing to ensure that Client Users are informed prior to making a registration. Sessionz will provide information to the Client User at the time of dropping out of an event to indicate whether they qualify for a refund based on the Host’s policies.
   8. Clients Users acknowledge and agree that event refund policies may vary. Some events are non-refundable, while others offer full or partial refunds based on the registration drop-out policy established by the Host. If an event provides a refund option for drop-outs, it is the responsibility of the Client user to comply with the specified drop-out deadline in order to qualify for the refund. However, Client users should note that transaction fees incurred during the registration process are non-refundable.
   9. Client Users acknowledge and agree that in the event of a cancellation by the Host for a single-day event or event series, a full refund will be issued. Sessionz will facilitate the refund process, including the return of Transaction Fees to the original payment method used by the Client user during the registration to the event. However, it is important to note that Sessionz reserves the right to withhold the refund of Transaction Fees in cases where the event was fraudulently created by a Host or if the financial impact of the event cancellation exceeds a specified limit.
   10. Client Users acknowledge and agree that in the event of a cancellation by the Host for an occurrence within an event series, a partial refund will be issued. The refund amount will be calculated based on the value of the specific event occurrence(s) being canceled. It is important to note that Sessionz reserves the right to retain Transaction Fees and not refund them in such cases.

10. Code of Conduct

    1. You are not authorized to share your Account with third parties, and you may not arrange for persons under the age of 18 to receive Services from Third Party Providers facilitated by the Sessionz App unless you accompany them as their legal parent or guardian.
    2. While using the Services, you agree not to engage in activities that cause nuisance, harass, stalk, annoy, inconvenience, or cause property damage to the Third Party Provider or any other party.
    3. You agree not to restrict or inhibit any other visitor or Member from using our Services, including engaging in activities such as hacking, cracking, or defacing any part of our Services.
    4. It is mandatory to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. Using our Services for any unlawful activities is strictly prohibited.
    5. You must obtain our prior written consent before expressing or implying that any statements you make are endorsed by us.
    6. You are not allowed to transmit any content, language, imagery, or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene, or otherwise objectionable. Additionally, you must not transmit any material that infringes on our or any third party’s intellectual property or other rights, including non-public information about companies without proper authorization. Unsolicited commercial communication such as advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or any other form of spam is also prohibited unless expressly permitted by us.
    7. Engaging in spamming or flooding is strictly prohibited.
    8. Host Users must refrain from spamming or sending any form of threatening, harassing, abusive, libelous, defamatory, or obscene content to the guest list of an Event. Host Users acknowledge and agree that Sessionz reserves the right to take appropriate action, including flagging, blocking, and/or blacklisting the Host User from using the Sessionz Platform if such actions are taken.
    9. You must not breach or attempt to circumvent any laws, third-party rights, or our systems, policies, or determinations regarding your account status.
    10. Transmission of any software or materials containing viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components is strictly prohibited.
    11. You must not modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any portion of the Website or our Services.
    12. Removing any copyright, trademark, or other proprietary rights notices from the Website or our Services is prohibited.
    13. Without our prior written authorization, you must not frame or mirror any part of the Website or our Services.
    14. Using any automated means or processes, such as robots, spiders, crawlers, or scrapers, to access, collect data, or interact with the Sessionz Platform is prohibited.
    15. Avoiding, bypassing, removing, deactivating, impairing, descrambling, or attempting to circumvent any technological measures implemented by Sessionz or any of Sessionz’s providers or any other third party to protect the Sessionz Platform is not allowed.
    16. Attempting to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Sessionz Platform is prohibited.
    17. Taking any action that damages or adversely affects the performance or proper functioning of the Sessionz Platform is strictly prohibited.
    18. Exporting, re-exporting, importing, or transferring the Application except as authorized by Canadian law, the export control laws of your jurisdiction, and any other applicable laws is not allowed.
    19. You must not violate or infringe upon anyone else’s rights or cause harm to anyone.
    20. You may not remove any copyright, trademark, or other proprietary notices from any portion of the Services.
    21. Reproducing, modifying, preparing derivative works based upon, distributing, licensing, leasing, selling, reselling, transferring
    22. IF YOU FEEL THAT ANY MEMBER YOU INTERACT WITH, WHETHER ONLINE OR IN PERSON, IS ACTING OR HAS ACTED INAPPROPRIATELY, INCLUDING BUT NOT LIMITED TO ANYONE WHO (i) ENGAGES IN OFFENSIVE, VIOLENT OR SEXUALLY INAPPROPRIATE BEHAVIOR, (ii) YOU SUSPECT OF STEALING FROM YOU, OR (iii) ENGAGES IN ANY DISTURBING CONDUCT, YOU SHOULD IMMEDIATELY REPORT SUCH PERSONS TO THE APPROPRIATE AUTHORITIES AND THEN TO SESSIONZ BY CONTACT US WITH THE POLICE STATIONS AND REPORT NUMBER (IF AVAILABLE). YOU AGREE THAT ANY REPORT YOU MAKE WILL NOT OBLIGATE US TO TAKE ANY ACTION (BEYOND THAT REQUIRED BY LAW, IF ANY)

11. Content

    1. Sessionz may, in Sessionz’s sole discretion, permit you to submit, upload, publish or otherwise make available to Sessionz through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for usage on profiles, competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Sessionz, you grant Sessionz a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Sessionz’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
    2. Sessionz, in its sole discretion, may allow you to submit, upload, publish, or make available textual, audio, and/or visual content and information to Sessionz through the Services. This includes feedback, support requests, and entries for profiles, competitions, and promotions (collectively referred to as “User Content”). You retain ownership of any User Content you provide. However, by providing User Content to Sessionz, you grant Sessionz a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and exploit such User Content in any manner, on all formats and distribution channels now known or hereafter devised.
    3. This license allows Sessionz to use your User Content in connection with the Services, Sessionz’s business, and on third-party sites and services, without the need for further notice or consent from you. You acknowledge that you will not receive any payment or compensation for the use of your User Content.
    4. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Sessionz the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Sessionz’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    5. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Sessionz in its sole discretion, whether or not such material may be protected by law. Sessionz may, but shall not be obligated to, review, monitor, or remove User Content, at Sessionz’s sole discretion and at any time and for any reason, without notice to you.
    6. To promote the Sessionz Platform and to increase the exposure of Listings to potential Clients, Listings and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist User who speak different languages, Listings and other User Content may be translated, in whole or in part, into other languages. Sessionz cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Sessionz Platform may contain translations powered by Third Party translation services. Sessionz disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.\
    7. Sessionz, at its sole discretion, may create promotional codes (“Promo Codes”) that can be redeemed for Account credit or other features or benefits related to the Services and/or a Third Party Provider’s services. The use of Promo Codes is subject to additional terms established by Sessionz on a per promotional code basis. By using Promo Codes, you agree to the following terms: (i) Promo Codes must be used for their intended audience and purpose, and in a lawful manner;(ii) Promo Codes may not be duplicated, sold, transferred, or made available to the general public unless expressly permitted by Sessionz; (iii) Sessionz has the right to disable Promo Codes at any time without liability; (iv) Promo Codes may only be used according to the specific terms established by Sessionz; (v) Promo Codes are not valid for cash; (vi) Promo Codes may expire before you have the chance to use them. If Sessionz determines or suspects that the use or redemption of a Promo Code was in error, fraudulent, illegal, or violated the applicable Promo Code terms or these Terms, Sessionz reserves the right to withhold or deduct credits, features, or benefits obtained through the use of Promo Codes by you or any other user. Please note that the availability and terms of Promo Codes are determined by Sessionz and may be subject to change without prior notice.
    8. You acknowledge that Sessionz has no obligation to monitor the access to or use of the Sessionz Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Sessionz Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Sessionz in good faith, and to provide Sessionz with such information and take such actions as may be reasonably requested by Sessionz with respect to any investigation undertaken by Sessionz or a representative of Sessionz regarding the use or abuse of the Sessionz Platform.

12. Your Use of Services

    1. In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). Account registration requires you to register by supplying an email address and creating a password. Sessionz may also ask for certain personal information, such as your name, email, mobile phone number and age. Sessionz may also ask you for at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Sessionz’s termination of these Terms with you.
    2. You are responsible for maintaining the confidentiality and security of your Sessionz Account credentials and may not disclose your credentials to any third party. You must immediately notify Sessionz if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Sessionz Account. You are liable for any and all activities conducted through your Sessionz Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
    3. If you are registering a Sessionz Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

13. Text Messaging

    By creating an Account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services such as sharing app capabilities or verifying your phone number associated to your Account. You acknowledge that blocking text (SMS) messages sent by Sessionz may impact your use of the Services.

14. Network Access and Devices

    You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Sessionz does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

15. Payments

    You understand that using the Services may result in charges for the services or goods you receive from a Third Party Provider (“Charges” or “Fees”). Sessionz will facilitate the payment of these fees on behalf of the Third Party Provider as their limited payment collection agent. This means that when you pay the fees, it is considered as if you have made the payment directly to the Third Party Provider. The fees will include applicable taxes as required by law. Please note that Charges paid by you are generally final and non-refundable, unless otherwise determined by Sessionz through a Cancellation Policy.  All client fees will be collected when a Host accepts a session request or when a payment is made for a service, such as event registration. Sessionz will facilitate the payment using the preferred payment method specified in your Account, and you will receive a receipt by email. If your primary payment method is expired, invalid, or unable to be charged, Sessionz may use a secondary payment method in your Account, if available, as the limited payment collection agent of the Third Party Provider.

    Sessionz reserves the right to establish, remove, and revise fees for any or all services or goods obtained through the Services at any time, at its sole discretion. From time to time, Sessionz may provide certain clients with promotional offers and discounts that may result in different amounts charged for similar services or goods. Such offers and discounts will not impact your fees unless they are specifically made available to you. You have the option to cancel your request for services or goods from a Third Party Provider at any time before a confirmed appointment (“Session”) with the Host. However, please note that you may be charged a cancellation fee as the payment structure is designed to compensate the Third Party Provider fully for the services or goods provided. It is important to understand that Sessionz does not designate any part of your payment as a tip or gratuity to the Third Party Provider. Any statement by Sessionz suggesting that tipping is “voluntary,” “not required,” or “included” in your payments is not indicative of Sessionz providing any additional amounts to the Third Party Provider. While you are free to provide additional payment as a gratuity outside the platform, it is not mandatory. Gratuities are voluntary. After receiving services or goods through the Service, you may have the opportunity to rate your experience and provide feedback about the Third Party Provider. Your feedback is valuable and helps maintain a high-quality experience for all users.

16. Taxes

    1. As a Host, you are responsible for determining your obligation to report, collect, remit or include in your Session or Event Fee any applicable taxes (“Taxes”). We are unable to provide you with tax advice and you should consult your own tax advisor.
    2. Tax regulations may require us to collect appropriate Tax information from Hosts, or to withhold Taxes from payouts to Hosts, or both. As a Host, if you fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
    3. European Union – In the event that the sale or delivery of a product or service in the European Union is subject to any value added tax (“VAT”), under applicable law, we will collect and remit the VAT to the competent tax authorities for sales of such products or services as required by law. You will indemnify and hold Sessionz harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.
    4. You understand that any appropriate governmental agency, department and/or authority (“Tax Authority”) where your Session or Event is hosted may require Taxes to be collected from Hosts on Session or Event Earnings, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Host
    5. For sales in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location).
    6. For foreign currencies, we will default the sale currency to the currency based on the location of the Host and allow the Host to confirm the Rate and Currency. The currency of any transaction will match the sale currency displayed to you through our Services. You cannot change your displayed currency. Each foreign currency conversion is processed at a foreign currency conversion rates used by our credit card merchant providers. Currency conversion rates will vary from time to time. We may, in our sole discretion, round up or round down the sale price to the nearest whole functional base unit in which the sale currency is denominated (e.g. to the nearest dollar, euro or other supported currency). Some currencies are denominated in large numbers. In those cases, we may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency.
    7. Sessionz generally supports payment amounts that are payable from Clients to their Hosts to the smallest unit supported by a given currency (i.e., U.S. cents, Euro cents or other supported currencies). Where Sessionz’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Sessionz may, in its sole discretion, round up or round down amounts that are payable from Clients to Hosts to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, Sessionz may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.

17. License

    Subject to your compliance with these Terms, Sessionz grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal and commercial use. Any rights not expressly granted herein are reserved by Sessionz and Sessionz’ Third Party Partners.

18. Third Party Services and Content

    The Services may be made available or accessed in connection with third-party services and content (including advertising) that Sessionz does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Sessionz does not endorse such third party services and content and in no event shall Sessionz be responsible or liable for any products or services of such third party providers. Additionally, Stripe Inc., Apple Inc., Google, Inc., or Microsoft Corporation and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, or Microsoft Windows, powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

19. Modification of these Terms

    Sessionz reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Sessionz Platform and update the “Last Updated” date at the top of these Terms. Sessionz may provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Sessionz Platform will constitute acceptance of the revised Terms.

20. Intellectual Property & Copyright

    1. The Sessionz Platform, Sessionz Content, and Client and Host Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and Canada and other countries. You acknowledge and agree that the Sessionz Platform and Sessionz Content, including all associated intellectual property rights, are the exclusive property of Sessionz and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Sessionz Platform, Sessionz Content or Client and Host Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Sessionz used on or in connection with the Sessionz Platform and Sessionz Content are trademarks or registered trademarks of Sessionz in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Sessionz Platform, Sessionz Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
    2. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Sessionz Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sessionz or its licensors, except for the licenses and rights expressly granted in these Terms.
    3. Subject to your compliance with these Terms, Sessionz grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Sessionz Platform and accessible to you, solely for your personal use.
    4. You are solely responsible for all User Content that you make available on or through the Sessionz Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Sessionz Platform or you have all rights, licenses, consents and releases that are necessary to grant to Sessionz the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Sessionz’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    5. Sessionz respects copyright law and expects Clients and Host Members to do the same. If you believe that any content on the Sessionz Platform infringes copyrights you own, please notify us support@sessionz.com.

21. Terminations, Suspension and Other Measures

    1. You may terminate this Agreement and Sessionz Account at any time by sending us an email to support@sessionz.com.
    2. Sessionz may immediately, without notice, terminate this Agreement and/or stop providing access to the Sessionz Platform if (i) you have materially breached your obligations under these Terms (ii) you have violated applicable laws, regulations or third party rights, or (iii) Sessionz believes in good faith that such action is reasonably necessary to protect the personal safety or property of Sessionz, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
    3. Sessionz may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Sessionz Account registration, Session Listing process (for a Host) or thereafter, (iv) you and/or your Session Listings as a Host or Host Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Sessionz otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Sessionz believes in good faith that such action is reasonably necessary to protect the personal safety or property of Sessionz, its Members, or third parties, or to prevent fraud or other illegal activity:
    4. In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Sessionz and an opportunity to resolve the issue to Sessionz’s reasonable satisfaction.
    5. When this Agreement has been terminated, you are not entitled to a restoration of your Sessionz Account or any of your User Content. If your access to or use of the Sessionz Platform has been limited or your Sessionz Account has been suspended or this Agreement has been terminated by us, you may not register a new Sessionz Account or access and use the Sessionz Platform through an Sessionz Account of another Member.

22. Disclaimers

    1. If you choose to use the Sessionz Platform or Collective Content, you do so voluntarily and at your sole risk. The Sessionz Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
    2. You agree that you have had whatever opportunity you deem necessary to investigate the Sessionz Services, laws, rules, or regulations that may be applicable to your Session Listings and/or Host Services you are receiving and that you are not relying upon any statement of law or fact made by Sessionz relating to a Session Listing.
    3. If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
    4. You agree that some Sessions and Events may carry inherent risk, and by participating in such sessions or Events, you choose to assume those risks voluntarily. For example, some Host Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Host Services. You assume full responsibility for the choices you make before, during and after your participation in a Host Service. If you are bringing a minor as an additional Client, you are solely responsible for the supervision of that minor throughout the duration of your Host Service and to the maximum extent permitted by law, you agree to release and hold harmless Sessionz from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Host Service or in any way related to your Host Service.
    5. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

23. Liability

    1. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. PLEASE NOTE THAT NOT ALL USERS ON THE PLATFORM HAVE UNDERGONE BACKGROUND CHECKS. THE EXTENT OF OUR BACKGROUND CHECK IS LIMITED BY THE QUALITY AND SCOPE OF THE SERVICE PROVIDED BY OUR THIRD-PARTY INVESTIGATIVE SERVICE AND THE AVAILABILITY OF COMPUTER-ACCESSIBLE PUBLIC RECORDS. IT IS IMPORTANT TO UNDERSTAND THAT NOT ALL JURISDICTIONS OR CRIMES ARE EVALUATED AS PART OF THE CRIMINAL BACKGROUND CHECK. WE DO NOT ATTEMPT TO VERIFY THE QUALIFICATIONS OR STATEMENTS OF OUR MEMBERS. THEREFORE, WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. IT IS YOUR RESPONSIBILITY TO EXERCISE CAUTION AND USE YOUR JUDGMENT WHEN INTERACTING WITH OTHER MEMBERS ON THE PLATFORM.PLEASE BE AWARE THAT SESSIONZ DOES NOT ASSUME ANY LIABILITY FOR THE ACTIONS OR BEHAVIOR OF ITS MEMBERS. WE STRONGLY ENCOURAGE YOU TO TAKE PRECAUTIONS AND CONDUCT YOUR OWN DUE DILIGENCE BEFORE ENGAGING IN ANY INTERACTIONS OR MEETINGS WITH OTHER MEMBERS. THIS INCLUDES BUT IS NOT LIMITED TO VERIFYING THEIR QUALIFICATIONS, BACKGROUND, AND ANY OTHER INFORMATION THAT MAY BE RELEVANT TO YOUR INTERACTIONS. WE ADVISE YOU TO USE COMMON SENSE, TRUST YOUR INSTINCTS, AND FOLLOW BEST PRACTICES FOR SAFETY WHEN ENGAGING WITH OTHER MEMBERS. IF YOU ENCOUNTER ANY SUSPICIOUS, INAPPROPRIATE, OR POTENTIALLY HARMFUL ACTIVITY, PLEASE REPORT IT TO US IMMEDIATELY. HOWEVER, SESSIONZ CANNOT GUARANTEE THE ACCURACY, RELIABILITY, OR TRUTHFULNESS OF MEMBER PROFILES OR THE OUTCOMES OF YOUR INTERACTIONS.
    2. BY USING THE PLATFORM, YOU AGREE TO HOLD SESSIONZ HARMLESS FROM ANY CLAIMS, DAMAGES, OR LIABILITIES ARISING FROM YOUR INTERACTIONS WITH OTHER MEMBERS. IT IS YOUR SOLE RESPONSIBILITY TO MAKE INFORMED DECISIONS AND ENSURE YOUR OWN SAFETY WHILE USING OUR SERVICES.
    3. SESSIONZ DOES NOT OBLIGATE USERS TO MEET IN PERSON WITH ANY OTHER MEMBER. WE STRONGLY ENCOURAGE YOU TO PRIORITIZE YOUR SAFETY AND EXERCISE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF OUR SERVICES. WHILE WE STRIVE TO PROVIDE A SECURE PLATFORM, WE CANNOT GUARANTEE THE OUTCOMES OR EXPERIENCES YOU MAY HAVE WITH OTHER MEMBERS. THEREFORE, YOU UNDERSTAND AND ACKNOWLEDGE THAT WE MAKE NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE EXPERIENCE WITH MEMBERS YOU MEET THROUGH OUR SERVICES. IT IS IMPORTANT TO ENGAGE WITH OTHERS AT YOUR OWN RISK AND EXERCISE CAUTION THROUGHOUT YOUR INTERACTIONS.
    4. YOU ARE RESPONSIBLE FOR YOUR PERSONAL SAFETY AND DECISIONS WHEN MEETING OR INTERACTING WITH OTHER MEMBERS. WE ADVISE YOU TO FOLLOW COMMON SENSE PRACTICES SUCH AS MEETING IN PUBLIC PLACES, INFORMING FRIENDS OR FAMILY ABOUT YOUR PLANS, AND TRUSTING YOUR INSTINCTS. SESSIONZ SHALL NOT BE HELD LIABLE FOR ANY HARM, LOSS, OR DAMAGES ARISING FROM YOUR INTERACTIONS WITH OTHER MEMBERS.
    5. WE RECOMMEND THAT YOU UTILIZE OUR IN-APP MESSAGING AND COMMUNICATION TOOLS TO GET TO KNOW OTHER MEMBERS BEFORE CONSIDERING IN-PERSON MEETINGS. TAKE THE TIME TO ASSESS COMPATIBILITY, ESTABLISH TRUST, AND ENSURE YOUR SAFETY. REMEMBER, YOU HAVE THE RIGHT TO DECLINE OR DISCONTINUE ANY INTERACTION OR MEETING THAT MAKES YOU FEEL UNCOMFORTABLE OR UNSAFE.
    6. BY USING OUR SERVICES, YOU AGREE TO RELEASE SESSIONZ FROM ANY LIABILITY OR CLAIMS ARISING OUT OF YOUR INTERACTIONS WITH OTHER MEMBERS. WE STRONGLY ADVISE YOU TO CONDUCT YOUR OWN DUE DILIGENCE, EXERCISE CAUTION, AND TAKE APPROPRIATE SAFETY MEASURES TO PROTECT YOURSELF WHILE USING OUR PLATFORM.
    7. IN NO EVENT SHALL SESSIONZ AND/OR ITS OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL, INCLUDING BUT NOT LIMITED TO LOST PROFITS. SUCH DAMAGES MAY ARISE OUT OF OR RELATE TO ANY ACT OR OMISSIONS OF YOU, SESSIONZ AND/OR ITS OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES, OUR THIRD PARTY INVESTIGATIVE SERVICE, ANY MEMBER, OR ANYONE ELSE IN CONNECTION WITH THE USE OF OUR SERVICES OR THE WEBSITE. THESE DAMAGES MAY INCLUDE BODILY INJURY, EMOTIONAL DISTRESS, OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF OUR SERVICES OR PERSONS YOU MEET THROUGH OUR SERVICES, OR OTHERWISE. HOWEVER, NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR: DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THE ABOVE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
    8. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW,THE LIABILITY OF SESSIONZ AND/OR ITS OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, TO YOU AND YOUR HEIRS AT LAW FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED TO THE AMOUNT PAID
    9. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SESSIONZ PLATFORM, ANY  LISTINGS, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF SESSIONZ WHETHER IN PERSON OR ONLINE REMAINS WITH YOU.
    10. YOU ACKNOWLEDGE AND AGREE THAT NEITHER SESSIONZ NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SESSIONZ PLATFORM, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SESSIONZ PLATFORM, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SESSIONZ PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT

24. Release and Indemnification

    In the event that you have a dispute with one or more members or other users of our services, including any dispute regarding a transaction or user-contributed content, or any third-party website linked to or interacting with our services, you agree to release, remise, and forever discharge Sessionz, its agents, directors, officers, employees, and all other related persons or entities from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements arising from or connected to such dispute or your use of the website and our services.

    To the extent permitted by law, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor does not know or suspect to exist in their favor at the time of executing the release, and that, if known by them, would have materially affected their settlement with the debtor.”

    Furthermore, you agree to indemnify, defend, and hold Sessionz, its agents, directors, officers, employees, and all other related persons or entities (collectively, the “Indemnified Parties”) harmless from any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising from your use of the website, our services, or any communication, transaction, or dispute between you and another member or third party. This includes any content posted by you or on your behalf, any use of services provided by third-party providers, any use of tools or services that interact with third-party websites, and any breach of these terms, representations, warranties, and covenants made by you herein. This indemnification includes attorneys’ fees and costs. You agree to cooperate fully in the defense of any claim and grant us the right to assume exclusive defense and control of any matter subject to indemnification by you. You shall not settle any matter without our written consent. This section survives the termination of this agreement.

25. Feedback

    We greatly appreciate and value your feedback, comments, and suggestions for improving the Sessionz Platform (“Feedback”). You can submit Feedback by emailing us at support@sessionz.com. Please note that any Feedback you provide is considered non-confidential and non-proprietary. By submitting Feedback to us, you grant Sessionz a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, perpetual license to use and publish your ideas and materials for any purpose, without any obligation to compensate you.