This Expert Independent Contractor Agreement ("Agreement") is entered into between
ProPass LLC, a Connecticut limited liability company ("ProPass," "we," "us," or "Platform"),
and the individual accepting this Agreement electronically through the ProPass mobile application ("Expert," "you").
By checking the acceptance box during the expert onboarding process in the ProPass app, you acknowledge that you
have read, understood, and agree to be bound by this Agreement. Your electronic acceptance constitutes a legally
binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.
You are an independent contractor, not an employee, agent, partner, or joint venturer of ProPass. Nothing in this Agreement shall be construed to create an employment relationship between you and ProPass. You have no authority to bind ProPass to any obligation.
As an independent contractor, you are solely responsible for:
ProPass is a marketplace platform that connects subscribers with independent professionals ("Experts") across non-regulated fields including fitness, business, technology, creative services, career coaching, and lifestyle. ProPass provides the technology infrastructure; Experts independently provide all professional content and services.
As an Expert, you may offer:
To be eligible as a ProPass Expert, you must:
ProPass serves experts in non-regulated fields only. You represent and warrant that you are NOT a licensed professional in any of the following regulated fields and will NOT provide services requiring such licensure:
All content and services you provide must be clearly framed as educational and informational only, not as professional advice in regulated fields. You must include appropriate disclaimers in your profile, posts, packages, and booking descriptions.
Experts explicitly designated by ProPass as "Founder Experts" receive the following revenue share:
Founder Expert status is granted solely at ProPass's discretion and applies only to the first 100 approved experts on the platform. This status is permanent for qualifying experts.
All other experts receive the following revenue share:
Payments are processed as follows:
ProPass does not earn revenue from ProPass Premium ($9.99/month) subscriptions on your behalf. Premium subscriptions are platform revenue used to fund operations and grow the subscriber base.
Stripe (Bookings): Earnings are subject to Stripe's standard settlement period (typically 2–7 business days after a transaction). You must complete Stripe Connect onboarding to receive payouts. Pending earnings before Stripe Connect completion will be held and processed upon completion.
Apple IAP (Packages & Tips): Earnings from Apple In-App Purchases are paid out by Apple directly on a monthly basis, approximately 45 days after the end of the calendar month in which the transaction occurred. Apple handles all IAP payouts — ProPass has no control over Apple's payout schedule or timing.
As a ProPass Expert, you agree to offer one (1) free 15-minute discovery call per user (limit: one free call per user per expert). This is a platform-wide program:
You agree to:
You must NOT:
⚠️ ProPass is NOT an emergency service. If a subscriber expresses intent to harm themselves or others, you must:
Failure to follow this protocol may result in immediate account termination.
You retain full copyright ownership of all original content you create and post on ProPass. By posting content, you grant ProPass a non-exclusive, royalty-free, worldwide license to display, distribute, and promote your content within the ProPass platform and for marketing purposes.
You represent and warrant that:
ProPass retains all rights to its platform, technology, branding, and proprietary systems. This Agreement does not grant you any rights to ProPass's intellectual property.
During the term of this Agreement and for twelve (12) months following termination, you agree not to:
This section does not restrict you from marketing your services generally on social media or other platforms, provided you are not directly soliciting ProPass users away from the platform.
You agree to indemnify, defend, and hold harmless ProPass LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising from or related to:
ProPass provides the platform "AS IS" without warranties of any kind. ProPass does not warrant that the platform will be uninterrupted, error-free, or free from security vulnerabilities.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPASS SHALL NOT BE LIABLE FOR:
ProPass's total liability to you under this Agreement shall not exceed the total platform fees retained by ProPass from your earnings in the three (3) months preceding the claim.
This Agreement begins upon your electronic acceptance and continues until terminated.
You may terminate this Agreement at any time by providing 30 days written notice to will@propassapp.com and ceasing use of the platform.
ProPass may terminate or suspend your expert account immediately, with or without notice, for:
Upon termination, your right to use the platform ends immediately. Pending earnings will be processed per Stripe's standard settlement timeline. ProPass reserves the right to withhold earnings subject to active disputes or chargebacks.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
Informal Resolution: Before initiating any formal proceeding, you agree to contact ProPass at will@propassapp.com to attempt informal resolution. ProPass will respond within 5 business days.
Arbitration: If informal resolution fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Connecticut. The arbitrator's decision shall be final and binding.
Class Action Waiver: You agree to resolve disputes individually and waive any right to participate in class action lawsuits or class-wide arbitration against ProPass.
Small Claims Exception: Either party may bring qualifying claims in small claims court for disputes under $10,000.
You acknowledge that you will have access to subscriber interaction data solely for the purpose of delivering your services on the ProPass platform. You agree to:
ProPass reserves the right to modify this Agreement at any time. Material changes will be communicated via in-app notification or email with at least 14 days advance notice. Continued use of the platform after the effective date of changes constitutes your acceptance of the updated Agreement.
A copy of this Agreement is always available at propassapp.com/expert-agreement or upon request by emailing will@propassapp.com.
This Agreement, together with the ProPass Terms of Service, Community Guidelines, and Privacy Policy, constitutes the entire agreement between you and ProPass regarding your role as an Expert on the platform. It supersedes all prior agreements and understandings.
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
ProPass LLC
Email: will@propassapp.com
Website: propassapp.com
Danbury, Connecticut, United States