TERMS OF USE FOR SESSIONZ

Last updated: May 23, 2023

1. 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”). 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. We are an online marketplace for Clients and a network of Hosts that enables Clients to communicate and transact directly with Hosts that are offering services provided by a Host.
      2. We service Client users from across the world. However in order to become a Host, you must be located in Canada or the United States of America and have a Canadian or American bank account to facilitate payouts.
      3. 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 venturer 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.
      4. 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.
      5. 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” ).
      6. For Clients, we provide a marketplace of learning experience offered by Hosts. These experiences may be in the form of in person sessions and events or livestream events. Sessionz does this by providing a network of independent Hosts. Sessionz may, in our sole discretion, permit Clients to review Listings as a registered or unregistered user of our Services; however, if Clients wish to book a session with a Host, to register as a Host, create a Listing as a Host, to use tools available to Hosts or use certain Services, you must first become a registered Host and verify their account information such as email.
      7. When Clients is confirmed a confirmed session with a Host, registers into an event hosted by/chaired by a Host or purchases any offerings available on the Sessionz marketplace listed by a host, they are entering into an agreement directly with each other. Sessionz is a platform that facilitates fair transactions and is not and does not become a party to or another participant in any contractual relationship between Client and Hosts. Sessionz is not acting as an agent in any capacity for any Client, except as specified in the Payments Terms.
      8. Sessionz may make access to and use of the Sessionz Platform, or certain areas or features of the Sessionz Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking, event registration, purchases and cancellation history processed within the Sessionz platform.
      9. USE OF SESSIONZ EITHER AS A CLIENT OR HOST IS AT YOUR OWN RISK; YOU ASSUME ALL RESPONSIBILITY FOR PERSONAL INJURY AND/OR LOSS OF PROPERTY AND USERS OF SESSIONZ RELEASES SESSIONZ FROM ANY CLAIMS ARISING FROM THE USE OF SESSIONZ.
      10. While we may help facilitate the resolution of disputes, Sessionz has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Host’s Services or Products made 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. Any references to a Client or Host being “verified” (or similar language) only indicate that the Client or Host has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Sessionz about any Member, including of the Member’s identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence, common sense and care when deciding whether to participate in a Session or use other Host Services, accept a booking request from a Client, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Sessionz of any Host or Listing.
      11. Like many innovative online applications, Sessionz Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. You understand that Sessionz is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Sessionz of such Third-Party Services.
      12. Due to the nature of the Internet, Sessionz cannot guarantee the continuous and uninterrupted availability and accessibility of the Sessionz Platform. Sessionz may restrict the availability of the Sessionz Platform or certain areas or features thereof if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Sessionz Platform. Sessionz may improve, enhance and modify the Sessionz Platform and introduce new Sessionz Services or functions from time to time.

   4. Eligibility

      1. The Service is not available for use by persons under the age of 18. Any access to or use of our Services by anyone under this age requires consent to this Agreement by a parent or legal guardian. By using our Services, you represent and warrant to us that you are either a legal adult or if under the age of majority, have obtained proper consent from a parent or legal guardian. The Service however offers the ability for a parent to request sessions and enroll their child/children to an in-person or livestream event. By using our Services to enroll a child/number of children, YOU ASSUME ALL RESPONSIBILITY FOR PERSONAL INJURY AND/OR LOSS OF PROPERTY AND USERS OF SESSIONZ RELEASES SESSIONZ FROM ANY CLAIMS ARISING FROM THE USE OF SESSIONZ.
      2. If you use our Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. By using our Services, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
      3. You may not authorize third parties to use your Account.
      4. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services and you may only use the Services for lawful purposes (e.g., no soliciting or appointment reservations for unlawful activities).
      5. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
      6. Sessionz may make access to and use of the Sessionz Platform, or certain areas or features of the Sessionz Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Client’s booking, event registration, Host interactions and cancellation history.
      7. You agree to comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Host Service(s) are located or take place in a country that is subject to a Canadian Government embargo, or that has been 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.
      8. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Client or Host’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Clients and Hosts to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Clients and Hosts, (ii) screen Clients and Hosts against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
      9. The access to or use of certain areas and features of the Sessionz Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions from Sessionz or Third Party Providers (such as Stripe, Inc.). If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Sessionz Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.
      10. If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Sessionz Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service
      11. Hosts alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Hosting Services. For example, some cities have laws that restrict their ability to host paying Clients for short periods or provide certain Hosting Services. In some cities, Hosts may have to register, get a permit or obtain a license before providing certain Host Services (such as preparing food, serving alcohol for sale, guiding tours or operating a vehicle). Each host is responsible for identifying and obtaining any required licenses, certifications, education permits, permits, or registrations for any Host Services they offer. Certain types of Host Services may be prohibited altogether. Penalties may include fines or other enforcement. We provide some information in our Help Centre to help you identify some of the obligations that apply to you. If you have questions about how local laws apply to your Listing(s) and Host Service(s) on Sessionz, you should always seek legal guidance.
      12. Sessionz may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an incident, involving you and a Host and such information or data is necessary to resolve the complaint, dispute, conflict or issue.

   5. Account Registration & Membership

      1. You may use some of our Services at no direct cost. However, in order to access additional features and Services, including the ability to book sessions or enroll in an event, you must become a registered Client Member. To become a Client Member, you agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete throughout your use of the Services. A Client Member may not have more than one active Client Sessionz Account. We reserve the right to suspend or terminate any Client Sessionz Account and access to our Services for any reason.
      2. As a Host user, in order to access additional features and Services, including the ability to accept session requests, manage bookings, manage Listings, access calendars and receive payments from Clients, you must become a registered Host Member and be located in a Country supported by Sessionz (see 1.3.2). To become a Host on Sessionz, you agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete throughout your use of the Services. As a Host, you agree to provide truthful information about statements and descriptions described in your listings offerings, your qualifications, experience, and service undertakings. A Host Member may not have more than one active Host Sessionz Account. We reserve the right to suspend or terminate a Host Account on Sessionz and access to our Services for any reason.
      3. As a Client Member, you will have the ability to request, book and pay for sessions, register into events, manage your session requests and bookings, communicate with Hosts, access help documents, and use any other Services provided to Client Members. As a Client, you must continually comply with this Agreement and the Client Member Policies.
      4. You can register for a Sessionz Account using an email address and creating a password. 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 known as a “Verified User Program”. If you agree to enroll in this program, you agree to give Sessionz the permission to use Third Party Services or perform in house background check activities about you that may include performing financial background checks, public criminal record verifications, and sex offender registry searches. Upon successful completion of this program, Sessionz may assign verification badges to signify you have successfully enrolled in the Verified Host Program. You agree that Sessionz may charge you a yearly fee for conducting this background check. You agree that we reserve the right to cancel any existing bookings, suspend or terminate your Account on Sessionz if the background check proves to be concerning and pose a risk to Members using Sessionz.
      3. As a Client, you will be required to provide payment for sessions in advance and manage billing & account status via your Sessionz account accessible via the Sessionz Mobile App.
      4. Subject to meeting any requirements (such as completing any verification processes) set by Sessionz and/or the Host, you can book a session, register into events, and purchase products available on the Sessionz Platform by following the respective booking process. All applicable fees, including the Session/Event Fee, Service Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a session, registering into an event or making a purchase. As a Client, you agree to pay the Total Fees for any purchases being requested in connection with your Sessionz Account. You have the right to cancel any request or confirmed booking and understand and comply with our Cancellation and Refund Policy. You also have the right to drop-out of an event you are registered into and comply with the Host’s Cancellation and Refund Policy. You understand and agree that some Hosts may offer full refunds, full refund if your drop out by a certain date or other. Any refund provided are subject to the Cancellation and Refund Policy of a Host.
      5. 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.
      6. As a Client, you agree that if inclement weather creates an unsafe or uncomfortable scenario for a session or event to be hosted, it is at the discretion of the Host to modify or cancel a confirmed session booking in accordance with the Sessionz Cancellation and Refund Policy.
      7. In certain circumstances, Sessionz may decide, in its sole discretion, that it is necessary to cancel a confirmed booking or event and make appropriate refund. 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.
      8. 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.
      9. As a Client, you agree to contact a Host for any purpose other than asking a question related to a Listing, your own booking or an event. 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, 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 known as a “Verified User Program”. If you agree to enroll in this program, you agree to give Sessionz the permission to use Third Party Services or perform in-house background check activities about you that may include performing financial background checks, public criminal record verifications, and sex offender registry searches. Upon successful completion of this program, Sessionz may assign verification badges to signify you have successfully enrolled in the Verified Host Program. You agree that Sessionz may charge you a yearly fee for conducting this background check. You agree that we reserve the right to cancel any existing bookings, suspend or terminate your Account on Sessionz if the background check proves to be concerning and pose a risk to Members using Sessionz.
      3. As a Host, you will be required to provide all necessary information required by Third Party Service Providers (such as Stripe, Inc.) to setup your Payout Settings. You acknowledge that this information is not stored by Sessionz and that this information collected is required by Stripe to be compliant with regulators. The information is also intended to promote transparency and prevent individuals from using complex company structures to hide terrorist financing, money laundering, tax evasion, and other financial crimes.
      4. As a Host, you acknowledge that in order to receive payouts, you must be located in North America, have your Payout Settings be linked to an accepted Bank Account and you account must be in “Successfully Verified” status in order to receive payouts by Sessionz. You acknowledge that you may experience payout delays if there are any issues with completed bookings, event registrations or items sold in the marketplace, your personal information, identity verification or banking information.
      5. 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.
      6. You are solely responsible for setting a price (including any Taxes if applicable) for your Session Listing (“Session Rate”). Once a Client requests a session booking from you, you may not request that the Client pays a higher price than in the booking request. When you accept or have pre-approved a booking request by a Client, you are entering into a legally binding agreement with the Client and are required to provide your Host Service(s) to the Client as described in your Session Listing at the scheduled and confirmed time. You also agree to pay the applicable Session Service Fee (to Sessionz) and any applicable Taxes.
      7. 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.
      8. AS A HOST, YOU AGREE AND ARE SOLELY RESPONSIBLE FOR AND UNDERSTAND THAT CLIENTS WHO MAY USE ANY PROPERTY OWNED BY YOU THAT INCLUDES EQUIPMENT, RESOURCES, AND MATERIALS DURING A CONFIRMED SESSION OR IN PERSON EVENT, THE HOST ASSUMES ALL RISK OF DAMAGES, LOSS OR DEFICIENCIES. YOU AGREE NO TO HOLD THE CLIENT OR SESSIONZ RESPONSIBLE AND RELEASES SESSIONZ FROM ANY CLAIMS ARISING FROM DAMAGES, LOSS OR DEFICIENCIES THAT MAY OCCUR.
      9. As a Host, you agree not to use the Sessionz Platform to independent of the Sessionz Platform, to circumvent any Service Fees or for any other reason.
      10. You represent and warrant that any Listing you publish and the booking or event registration of, or a Client’s purchase for your hosting products/services will (i) not breach any agreements you have entered into with any third parties and (ii) comply with all applicable laws (such as zoning laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Host, you are responsible for your own acts and omissions.
      11. 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.
      12. You understand that while it is not mandatory for you to have insurance to join Sessionz as a Client or Host, Sessionz recommends that Hosts obtain appropriate insurance for their services being offered. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Clients (and the individuals the Client has booked for, In-Person Events that are being attended, if applicable) while attending your Host Service.
      13. 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.
      14. 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.
      15. 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.
      16. 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.
      17. As a Host, you agree that if inclement weather creates an unsafe or uncomfortable scenario for a session or event to be hosted, you have the right to modify or cancel a confirmed session booking or event. You agree to make best effort to reschedule the affected session or event with Client(s) impacted. You agree that in some instances you may be required to contact support@sessionz.com for assistance in cancelling an event.
      18. As a Host, you agree that if you create an event listing and receive registrations to attend the event you are hosting, you are responsible for honoring the event by hosting and delivering the event to the expectations described in your event listing. If you are hosting an event and do not attend  or deliver an event experience that is inadequate, earnings may be forfeited and refunded back to guests.
      19. As a Host, you agree that if you create and event listing and receive registrations, you may be prevented from cancelling the event if the cost of cancelling results in a negative loss to the Platform due to payment processing transaction fee costs associated to your cancelled event. You acknowledge that if you cancel an event multiple times, you may be blacklisted or blocked from using Sessionz.
      20. 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.
      21. 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.
      22. As a Host, you understand and comply with our Code of Conduct. You agree that we reserve the right to cancel any existing booking requests, confirmed bookings, event, suspend or terminate your Account on Sessionz if any of the agreements in the Code of Conduct are not abided by.
      23. 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 Code of Conduct, we reserve the right to cancel the session, refund the Client and void the payout to you.
      24. 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;
      25. 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 reserves the right to charge service fees to Hosts (“Host Fees”) and/or Clients (“Client Fees”) (collectively, “Service Fees”) in consideration for the use of the Sessionz Platform
      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. Sessionz reserves the right to charge Client users a flat fee of $2.50 if the total amount of the session booking fee is $50.00. We charge Clients a service fee of 5% if the total amount of the session booking fee is above $50.00. Sessionz reserves the right cap Service Fee for a session booking to a fixed amount depending on the type of purchase being made. This amount will be reflected during the check out process.
      4. For event listings, Sessionz reserves the right to charge hosts a service fee of 7% however may be amended based on the type of event, size of event and type of Host. This is calculated based on total amount of the event fee paid by a Client and is automatically deducted from the host’s payout. Sessionz reserves the right cap Service Fee for an Event Registration to a fixed amount depending on the type of purchase being made. This amount will be reflected during the check out process.
      5. Any applicable Service Fees (including any applicable Taxes) will be displayed to a Client prior to submission of a session booking request or payment towards the registration of an event. Fees will be displayed to a Host on email notification about the purchase and at the time of acceptance of the session request or event. Sessionz reserves the right to waive the Service Fees for a Host, change the Service Fees at any time, and it not obligated to provide any advance notice of any 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. A Client is entitled to 100% refund equivalent to the Total Price paid if the Client cancels more than 48 hours before the start time of the scheduled confirmed session. A Host is not entitled to any earnings if a Client cancels more than 48 hours before the start time of the scheduled confirmed session.
      2. A Client is entitled to 100% refund equivalent to the Total Price paid if the Host cancels a scheduled confirmed booking. The Host in question is not entitled to any earnings if the Host cancels a confirmed session.
      3. A Client is entitled to 100% refund equivalent to the Total Price paid if Sessionz cancels a scheduled confirmed booking. The Host is not entitled to any earnings if Sessionz cancels a confirmed session.
      4. A Client is not entitled to any refund if the client cancels a scheduled confirmed booking within 48 hours before the start time of a scheduled confirmed session. The Host is entitled to all payable earnings after Session Services Fees as outlined in Services Fees Policy.
      5. A Client agrees that if a refund is warranted, refunds will be processed within a commercially reasonable time of the cancellation.
      6. A Client must report an issue up within the app or by contacting Session at support@sessionz.ccom up to 3 hours after completing a booking in order for Sessionz to perform investigation procedures that may or may not result in a 100% refund. You agree that we reserve the right to not offer any refund or compensation if a Client violates Client Member Policies against the confirmed booking of where the issue took place. The Host may not be entitled to any payable earnings if a Host violates any policy found in the Code of Conduct.
      7. Client Users acknowledge and agree that Hosts manage their own drop out policies for Events and that there is no obligation to provide a refund if the Host has chosen to not issue refunds for dropping out of event registrations. Every host may have different policies for their Event listing and it is stated on the event listing itself for a Client user to be aware of in advance of purchasing the registration into the event.
      8. Clients Users acknowledge and agree that some events are non-refundable while others offer a full or partial refund depending on the registration drop out policy in place. If an event is offered a refund for drop outs, Client user registered into the event must drop out by a certain date to qualify fort the refund. Client users acknowledge and agree that transaction fees are NOT refundable.
      9. Client Users acknowledge and agree that if a Host cancels a single day event or event series, a full refund will be issued. Sessionz will also refund the Transaction Fees back to the original payment method used by the Client user at the time of booking, however Sessionz reserves the right to not refund any Transaction Fees if the Event was created fraudulently by a Host or if the financial impact as a result of an event cancellation reaches above a particular limit.
      10. Client Users acknowledge and agree that if a Host cancels an occurrence in an event series, a partial refund will be issued that is calculated based on the value of the event occurrences being cancelled. For this scenario, Sessionz reserves the right to not refund any Transaction Fees.

   10. Code of Conduct while using our Services you agree to

       1. Not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive Services from Third Party Providers facilitated by the Sessionz App unless they are accompanied by you.
       2. You will not, in your use of the Services, cause nuisance, harass, stalk, and cause annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party.
       3. Restrict or inhibit any other visitor or Member from using our Services, including, without limitation, by means of “hacking” or “cracking” or defacing any portion of our Services;
       4. Comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes and not use our Services for any unlawful purposes;
       5. Express or imply that any statements you make are endorsed by us, without our prior written consent;
       6. Transmit (a) any content, language, imagery, or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
       7. Engage in spamming or flooding;
       8. Host User agree not to spam or send threatening, harassing, abusive, libelous, defamatory, obscene to the guestlist of an Event. Host Users acknowledge and agree that if such actions are made, Sessionz reserves the right to flag, block and/or black list the Host User from using the Sessionz Platform.
       9. Breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
       10. Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
       11. Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Website or our Services;
       12. Remove any copyright, trademark, or other proprietary rights notices contained on the Website or applied to our Services;
       13. “Frame” or “mirror” any part of the Website or our Services without our prior written authorization;
       14. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
       15. Harvest or collect information about Website visitors or Members without their express consent;
       16. Create more than one profile without our express written consent;
       17. Permit anyone else whose account or subscription was terminated, or who is not a Member, to use our Services through your subscription, username or password;
       18. Engage in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes;
       19. Transfer your account or user ID to another party without our consent;
       20. Be disruptive in any session;
       21. Solicit any instructor or user to work with or for another company for employment, independent contracting services, performances, or other service; or
       22. Engage in any communication related to sexual conduct, nudity, or which expresses profanity.
       23. Sessionz reserved the right to temporarily or in case of severe or repeated offences permanently suspend your Sessionz Account and stop providing access to the Sessionz Platform.

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)

                             Content

1. Sessionz may, in Sessionz’s sole discretion, permit you from time to time 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. 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.
3. 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.
4. To promote the Sessionz Platform and to increase the exposure of Listings to potential Clients, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member 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 Google other translation services. Google 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.
5. Sessionz may, in Sessionz’ sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Sessionz establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Sessionz; (iii) may be disabled by Sessionz at any time for any reason without liability to Sessionz; (iv) may only be used pursuant to the specific terms that Sessionz establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Sessionz reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Sessionz determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
6. You acknowledge that Sessionz has no obligation to monitor the access to or use of the Sessionz Platform by any Member 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.
   

7. 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.
   4. Sessionz may, at its sole discretion, enable Clients and Hosts to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Sessionz Platform (“Client/Host Content”); and (ii) access and view Client/Host Content and any content that Sessionz itself makes available on or through the Sessionz Platform, including proprietary Sessionz content and any content licensed or authorized for use by or through Sessionz from a third party (“Sessionz Content” and together with Client/Host Content, “Collective Content”).
      

   5. 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.

   6. 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.

   7. Payments

      You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). After you have received services or goods obtained through your use of the Service, Sessionz will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Sessionz via the form of a Cancellation Policy. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. All Client Charges are collected when a Host accepts a session request or a payment is made towards the purchase of a service such as an event registration. The payment will be facilitated by Sessionz using the preferred payment method designated in your Account, after which Sessionz will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Sessionz may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available. As between you and Sessionz, Sessionz reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Sessionz’s sole discretion. Sessionz may from time to time provide certain Clients with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to a confirmed appointment (“Sessions”) with a Third Party Provider (Host), in which case you may be charged a cancellation fee. This payment structure is intended to fully compensate the Third Party Provider (Host) for the services or goods provided. Sessionz does not designate any portion of your payment as a tip or gratuity to the Third Party Provider (Host). Any representation by Sessionz (on Sessionz’s website, in the Application, or in Sessionz’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Sessionz provides any additional amounts, beyond those described above, to the Third Party Provider (Host). You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider (Host) who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you may have the opportunity to rate your experience and leave additional feedback about your Third Party Provider (Host).

   8. Taxes

      1. As a Host, you are responsible for determining your obligation to report, collect, remit or include in your Session 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.
         

      8. 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.

      9. Restrictions & Prohibited Activities

         1. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Sessionz Platform. In connection with your use of the Sessionz Platform, you will not assist or enable others to:
         2. Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
         3. Use the Sessionz Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Sessionz endorsement, partnership or otherwise misleads others as to your affiliation with Sessionz;
         4. Copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Sessionz Platform in any way that is inconsistent with Sessionz’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
         5. Use the Sessionz Platform in connection with the distribution of unsolicited commercial messages (“spam”);
         6. Offer, as a Host, create a Listing or Service that you do not yourself have the ability or knowledge specific to Host;
         7. Unless Sessionz explicitly permits otherwise, book any Session or register into an Event if you will not actually be using the Host Services yourself or if booking or registering for your child/children;
         8. Request, accept or make any payment for Listing Fees outside of the Sessionz Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Sessionz harmless from any liability for such payment;
         9. Misuse or abuse any Session Listings or services associated with the Sessionz program as determined by Sessionz in its sole discretion.
         10. Use, display, mirror or frame the Sessionz Platform or Collective Content, or any individual element within the Sessionz Platform, Sessionz’s name, any Sessionz trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Sessionz Platform, without Sessionz’s express written consent;
         11. Dilute, tarnish or otherwise harm the Sessionz brand in any way, including through unauthorized use of Collective Content, registering and/or using Sessionz or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Sessionz domains, trademarks, taglines, promotional campaigns or Collective Content;
         12. Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Sessionz Platform for any purpose;
         13. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Sessionz or any of Sessionz’s providers or any other third party to protect the Sessionz Platform;
         14. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Sessionz Platform;
         15. Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Sessionz Platform;
         16. Export, re-export, import, or transfer the Application except as authorized by Canadian law, the export control laws of your jurisdiction, and any other applicable laws; or
         17. Violate or infringe anyone else’s rights or otherwise cause harm to anyone.
         18. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Sessionz; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
             

         19. 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.

         20. 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.

         21. Intellectual Property & Copyright

         22. 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.
         23. 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.
         24. 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.
         25. 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.
         26. 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.

      10. 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.
             

          6. Disclaimers

          7. 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.
          8. 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.
          9. 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.
          10. 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.
          11. 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.
              

          12. Liability

          13. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT NOT ALL USERS ON THE PLATFORM HAVE BACKGROUND CHECKS. THE EXTENT OF OUR BACKGROUND CHECK IS LIMITED BY THE QUALITY AND SCOPE OF SERVICE PROVIDED BY OUR THIRD PARTY INVESTIGATIVE SERVICE AND THE LIMITATIONS OF COMPUTER ACCESSIBLE PUBLIC RECORDS. NOT ALL JURISDICTIONS OR CRIMES ARE EVALUATED AS PART OF THE CRIMINAL BACKGROUND CHECK. WE DO NOT ATTEMPT TO VERIFY THE QUALIFICATION OR STATEMENTS OF OUR MEMBERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS.
          14. NO MEMBER IS OBLIGATED TO MEET IN PERSON WITH ANY OTHER MEMBER. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF OUR SERVICES. YOU UNDERSTAND THAT WE MAKE NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE EXPERIENCE WITH MEMBERS YOU MEET THROUGH OUR SERVICES. YOU DO SO AT YOUR OWN RISK AND AT YOUR OWN PERIL.
          15. 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, AND/OR INCIDENTAL, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING 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, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF OUR SERVICES OR PERSONS YOU MEET THROUGH OUR SERVICES, OR OTHERWISE.
          16. 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
          17. 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.
          18. 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
              

          19. Release and Indemnification

              IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE MEMBERS OR OTHER USERS OF OUR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN MEMBERS REGARDING ANY TRANSACTION OR USER CONTRIBUTED CONTENT) OR ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE SESSIONZ AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE WEBSITE AND OUR SERVICES.

              UNLESS OTHERWISE PROHIBITED BY LAW, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOUR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

              YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD SESSIONZ AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE WEBSITE, OUR SERVICES OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER MEMBER OR THIRD PARTY), ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF OR POSTED BY OTHER USERS OF YOUR ACCOUNT TO THE WEBSITE, ANY USE OF ANY SERVICES OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, ANY USE OF A TOOL OR SERVICES OFFERED BY US THAT INTERACTS WITH A THIRD PARTY WEBSITE, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENCE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

          20. Feedback

              We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Sessionz Platform (“Feedback“). You may submit Feedback by emailing us at support@sessionz.com. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.