# TraitTune Practitioner Agreement (Independent Contractor)

**In plain words.** TraitTune is the seller of every session and takes care of the routine —
payments, payouts, tax forms — so you can focus on coaching. On clients you bring, TraitTune earns
nothing; you pay only the payment service for your country (in the US 3.25 % + $1.05 a session, so a
$100 session pays you $95.70). On clients we bring, we keep 20 % of your price, all in, and you earn
80 %. Every client, person or company, pays the one price you set and your catalog shows. No fee is
added to that price for anyone; only sales tax is added where the law requires it. Before you save an
offer you see what you earn per session. You are paid after each session as soon as the payment is
final, with daily payouts and no holding period. We never debit your bank. Money already paid to you
comes back only if the session never took place, for fraud, or when a client's bank decides a payment
dispute about your session against us after we defended it with your evidence.

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## 0. How this agreement is accepted

You accept this Agreement by ticking the box and pressing the button that creates your practitioner
account in TraitTune. TraitTune records who accepted, the version and language of the text you were
shown, its fingerprint (hash), the date and time, your IP address and device, and the annexes that apply
to you. You can open the exact version you accepted at any time from your practice settings, and ask
legal@traittune.com for a copy. If TraitTune publishes a new version with a material change, you accept
it under Section 18 before your offers can be bought again.

These annexes form part of this Agreement:

- **Annex A — Fee Schedule**, including the Payment Service rate table (end of this document);
- **Annex DP — Data Protection Schedule** (end of this document);
- **Annex C — Coaching-only addendum for licensed clinicians** (end of this document), for every
  practitioner who holds, or has held, a licence or registration in a health profession;
- **Annex US — United States terms** (at the end of this document), for every practitioner who
  lives in the United States or delivers Sessions from there;
- **Annex EU — Platform terms for Europe**, for practitioners established in the EU or the EEA and,
  by TraitTune's choice, the United Kingdom and Switzerland. TraitTune publishes it and asks you to
  accept it before your paid offers can be bought, if you are established in one of those places.

If an annex conflicts with the body of this Agreement, the annex wins for the practitioners it
covers.

---

## 1. Parties

1.1 **TraitTune** means TraitTune, Inc., a Delaware corporation, 1007 N Orange St, 4th Floor 3460,
Wilmington, Delaware 19801, United States. Contact: legal@traittune.com, billing@traittune.com,
+1 (833) 785-2999.

1.2 **You** (the **Practitioner**) means the individual who accepts this Agreement in TraitTune,
identified by the account used to accept it. If you later record a business entity in payout setup and
confirm that you may bind it, that entity also becomes a party and "you" then means that entity; the
individual coach who delivers Sessions for it must also follow Sections 4, 11 and 13. Creating or
changing a Payout Account does not otherwise change the contracting party. Annex US Parts 4 and 5 say when you must contract through a business entity.

---

## 2. Definitions

- **Agreement** — this Practitioner Agreement with its annexes.
- **Client** — the individual who receives a Session.
- **Buyer** — whoever buys the Session from TraitTune: the Client (a **Person-paid Session**) or a
  company for its employee or member (a **Company-paid Session**).
- **Own Client** and **TraitTune Client** — a person or company you brought to TraitTune, or one
  TraitTune brought to you, as recorded under Annex A §A0.
- **Session** — one live, non-clinical coaching session delivered by you to a Client through
  TraitTune, as one unit of a **Package** (a single session is a Package of one).
- **Session Price** — the price per Session that you set in TraitTune for an offer.
- **Delivered Session** — a Session with the outcome `held`, or a Session that counts as used under
  your Session Change Rule (a late cancel, a late reschedule beyond the free ones, or a Client
  no-show), as recorded in TraitTune. A Client no-show means the Client has not joined 15 minutes
  after the scheduled start.
- **Not-Held Session** — a Session recorded as held, or as a Client no-show, that in fact did not
  take place because you did not attend or did not deliver it.
- **Session Change Rule** — the notice period (0 to 72 hours; 24 hours recommended) and the free
  late reschedules you set, as shown to the Client before booking.
- **Final Payment** — a Buyer payment that has settled and can no longer fail in the ordinary
  course. A card payment is final for this purpose when Stripe reports it as succeeded.
- **Service Fee** — the 20 % of the Session Price that TraitTune keeps on a Session for a
  TraitTune Client, whether a person or a company pays (Annex A §A2). It is all in: it includes the
  Payment Service and every other cost, and nothing else is subtracted with it.
- **Payment Service** — the fixed amount per Session, set by the rate for the country of your
  Payout Account in Annex A §A5, that is subtracted from the Session Price for an Own Client in
  working out your Earnings (Section 7.3). It is never subtracted for a TraitTune Client.
- **Payment Dispute** — a chargeback, or a dispute or claim a Buyer brings through its card issuer,
  bank or pay-over-time provider about a payment for a Session. It is a **Service Dispute** when the
  reason given is that the Session was not provided, not as described, or cancelled, and a **Fraud
  Dispute** when the reason is that the account holder did not authorise the payment.
- **Earnings** — for each Delivered Session, the amount TraitTune owes you under Section 7.
- **Payout Account** — your connected account with Stripe, set up inside TraitTune.
- **Stripe** — Stripe, Inc. and its affiliates, TraitTune's payment services provider.
- **Stripe Terms** — the Stripe Connected Account Agreement
  (https://stripe.com/connect-account/legal/full), which includes the Stripe Services Agreement
  (https://stripe.com/legal/ssa), as Stripe may change them from time to time.
- **Client Data** — any information about a Client or a Buyer that you receive through TraitTune or
  in a Session, including profile results, Passport content, notes, messages and recordings.
- **Clinical Services** — diagnosis, assessment or treatment of any mental or physical health
  condition, psychotherapy, counselling as a licensed health service, prescribing, medical nutrition
  therapy (an individualised diet or nutrition plan to treat or manage a disease or medical condition),
  ordering or interpreting laboratory or diagnostic tests, recommending or selling medication or
  supplements to treat a condition, or any service that requires a health-care licence where either
  you or the Client is physically located.
- **Licensed Clinician** — a practitioner who holds, or has held, a licence or registration in a
  health profession, for example a psychologist, psychiatrist or other physician, licensed professional
  counsellor (LPC/LMHC), licensed clinical social worker (LCSW), licensed marriage and family therapist
  (LMFT), registered dietitian or dietitian-nutritionist (RD/RDN/LDN), nurse, or the equivalent
  anywhere.

---

## 3. What this Agreement is

3.1 **TraitTune sells the Sessions.** TraitTune is the seller and the merchant of record of every
Session sold through TraitTune, to companies and to individuals. Each Buyer contracts with
TraitTune, pays TraitTune, and has its rights against TraitTune under TraitTune's terms. TraitTune
provides customer service for every Session, and every receipt names TraitTune, Inc. as the seller.

3.2 **You coach them as TraitTune's independent contractor.** TraitTune engages you to deliver the
Sessions it sells. You are not TraitTune's employee, partner, joint venturer or franchisee, and
TraitTune is not your agent. The price a Buyer pays is TraitTune's own revenue. TraitTune pays you
your Earnings under this Agreement from its own funds.

3.3 **Your separate Stripe relationship.** Payment processing services for practitioners on
TraitTune are provided by Stripe and are subject to the Stripe Terms. By accepting this Agreement or
continuing to deliver Sessions through TraitTune, you agree to be bound by the Stripe Terms, as Stripe
may modify them from time to time; you also accept them in Stripe's onboarding inside TraitTune. As a
condition of TraitTune enabling payment processing services through Stripe, you agree to give
TraitTune accurate and complete information about you and your business, and you authorise TraitTune
to share it, and transaction information about your use of Stripe's services, with Stripe. Stripe
processes your personal data as described in its Privacy Policy (https://stripe.com/privacy). If you
are in Canada, Stripe may obtain information from credit agencies to verify your identity. This
Agreement does not otherwise restate or change the Stripe Terms. Stripe, not TraitTune, verifies your
identity, your tax form and your bank account.

3.4 **No Buyer is your customer through TraitTune.** For Sessions sold by TraitTune, you do not
invoice the Buyer, take payment from the Buyer, or offer the Buyer your own terms of sale. When you
invite someone to buy your Sessions in TraitTune, you tell them that TraitTune sells and supports
the Sessions. You do not describe TraitTune as a way of paying you.

---

## 4. Your services

4.1 **Scope.** You deliver live coaching Sessions (video, phone or in person, as the offer says) in
the disciplines you list and TraitTune has verified (for example coaching, career, leadership,
team facilitation, mentoring).

4.2 **Non-clinical only.** Through TraitTune you provide only non-clinical coaching. You do not
diagnose, treat, provide therapy or psychotherapy, prescribe, or give medical advice in a Session
sold by TraitTune, even if you hold a clinical licence. Clinical Services cannot be sold through
TraitTune. If you are a Licensed Clinician, Annex C also applies to you.

4.2A **Nutrition and wellness coaching.** If you coach on food, eating, movement, sleep or other
wellness habits, you do so as a wellness coach for adults who want to build healthy habits. In a
Session sold by TraitTune you do not: (a) design an individualised diet or nutrition plan to treat,
manage, cure or prevent a disease or medical condition (for example diabetes, kidney disease, an
eating disorder, obesity as a diagnosed condition, a food allergy or a gastrointestinal disease), or
present general guidance as such a plan; (b) order, request or interpret laboratory or diagnostic
tests, or arrange them through TraitTune; (c) recommend, sell or supply medication, supplements or
other products to treat a condition, or earn a commission on any product you recommend to a Client;
or (d) advise a Client to change or stop a treatment, medication or diet prescribed by their
health-care provider. General nutrition education and non-clinical habit support are permitted only
where lawful both where you are and where the Client is. You do not assess individual nutritional
needs, prescribe individualised nutrient targets or meal plans, or provide any service that requires a
health-care licence in either place. Supporting a Client's plan from their own clinician is limited to
non-clinical accountability, without interpreting, changing or managing that plan. If a Client describes a medical condition, an eating disorder or a prescribed diet, you tell them to take
it to their health-care provider and you keep coaching only within this Section.

4.3 **Signs of risk.** If a Client appears to be in crisis or at risk of harm, you stop coaching,
point the Client to emergency services or a crisis line, and follow TraitTune's safety guidance.
Where the Client needs clinical care, you suggest they seek it outside the Session. You may report a
safety concern to TraitTune at support@traittune.com.

4.4 **How you work is yours.** You decide your methods, how you prepare, your availability and which
bookings you offer. TraitTune does not set your hours, supervise how you coach, require a script,
or require training in any coaching method. TraitTune's guidance on safety, privacy, law and the
platform's features is not control over your methods.

4.5 **Non-exclusive.** You may coach outside TraitTune, work for others (including other platforms)
and keep your own clients. TraitTune may engage other practitioners.

4.6 **Your own tools and costs.** You supply your own equipment, internet, workspace and, where you
use it, your own video-call account. You bear your own business expenses.

4.7 **Substitutes.** A Client chooses you; you may not send another person to deliver a Session in
your place without the Client's and TraitTune's prior agreement.

4.8 **Standards.** You deliver Sessions with reasonable skill and care, on time, and in line with
the description of your offer and the Session Change Rule you set.

4.9 **Conduct and safeguarding.** Sessions are for adults (18 or over) only. You do not harass or
exploit a Client, and you do not start a romantic or sexual relationship, or a lending, investment or
other exploitative financial relationship, with a Client while you coach them or for 12 months after
(buying Sessions through TraitTune is not such a relationship). This is a minimum contractual
restriction; any longer or permanent professional prohibition that applies to you continues to apply. You follow any duty to report harm that the law
of your place of work imposes on you.

---

## 5. Eligibility and verification

5.1 You must be at least 18, legally able to contract, not on a sanctions list, and not in or
ordinarily resident in a sanctioned territory. Payout setup and paid offers open only for countries
TraitTune has expressly enabled after completing the applicable reporting and eligibility requirements
(including the seller-reporting registration in Section 10.4); accepting this Agreement does not
itself enable payouts or paid offers. These payout-country and paid-offer requirements apply before you
publish or deliver Sessions sold by TraitTune; they do not prevent you from using TraitTune's other
tools. You do not deliver Sessions from a sanctioned territory. If you deliver Sessions from California,
Massachusetts or New Jersey, Annex US Parts 4 and 5 apply before you may do so.

5.2 You provide accurate information about your identity, business, qualifications and
certifications, and keep it current. TraitTune publishes only qualifications it has verified. A
clinical licence you hold is shown on your profile only together with the statement that your
Sessions through TraitTune are non-clinical coaching. Credentials must accurately state the
profession, the issuing jurisdiction and current status, without implying authorisation in the
Client's jurisdiction or that clinical care is offered. You do not present AI-generated advice,
assessments, reports or messages as coming from a licensed human professional. You confirm, before you
deliver Sessions, where you are and that the Sessions you offer are lawful for you there and where your
Clients are.

5.3 You hold any licence, registration or permit that your work and the place you work require, and
you tell TraitTune promptly if one lapses, is restricted or is under investigation.

5.4 **Insurance.** To deliver any Session sold by TraitTune, whether a person or a company pays for
it, you maintain professional liability (errors and omissions) insurance that covers the coaching you
deliver through TraitTune, of at least US$1,000,000 each claim and US$1,000,000 in the annual
aggregate (or the equivalent in your currency), with any general liability cover the law of your place
of work requires. The cover must include you and every coach who delivers Sessions for you, the
coaching activities you actually deliver, your delivery methods (including remote Sessions) and the
places you serve. If the policy is claims-made, you keep continuous cover or an extended reporting
period for claims about Sessions you delivered through TraitTune. You choose your insurer. You give
TraitTune a certificate of insurance before your first paid offer is published and again whenever the
policy renews or changes, and you tell TraitTune within 5 business days if the cover is cancelled,
lapses or no longer meets this Section, and you provide policy schedules or your insurer's
confirmation of these points on request. You stop delivering Sessions sold by TraitTune at once when
the required cover ends. TraitTune does not publish or sell a paid offer of yours while
it holds no valid certificate. A Licensed Clinician's malpractice policy counts only if it covers the
non-clinical coaching you deliver through TraitTune (Annex C).

5.5 **Where you work.** You confirm the country (and US state) from which you deliver Sessions.
Before you deliver a Session while physically in a different country or US state, you record it in
TraitTune, because this can change your tax treatment and the terms that apply.

5.6 **Background checks.** TraitTune does not run criminal or credit checks on practitioners. If it
starts to, it first gives you a separate disclosure and asks for your separate authorisation, as the
US Fair Credit Reporting Act and state laws such as California's ICRAA require. Such an authorisation
is never part of accepting this Agreement.

---

## 6. Offers, prices and bookings

6.1 **You set your Session Price.** TraitTune sets no minimum or maximum. Before you save an offer,
TraitTune shows you what you earn per Session, worked out under Annex A, for your Own Clients and
for TraitTune Clients ("You earn $X per session"). Every Buyer pays your Session Price. TraitTune may
refuse an offer whose Session Price would not cover the Payment Service.

6.2 **Changes.** A price change applies only to Packages bought after you save it.

6.3 **Session Change Rule.** You set it within the limits in Annex A §A4. It is shown to the Client
before booking, and each booking keeps the rule it was made under; a later change never affects an
existing booking.

6.4 **Clinical offers.** You may not publish an offer that is or includes Clinical Services.

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## 7. How you are paid (rate and method of compensation)

7.1 **What you earn per Delivered Session.** Your Earnings for each Delivered Session are worked out
by the formula in Annex A §A5.3:

| Who the client is (person or company) | What the Buyer pays TraitTune | What TraitTune keeps | What you earn |
|---|---|---|---|
| Your Own Client | your Session Price, plus any sales tax | no fee; the Payment Service pays for taking the payment and paying you | your Session Price **minus** the Payment Service |
| A TraitTune Client | your Session Price, plus any sales tax | the Service Fee: 20 % of your Session Price, all in | **80 %** of your Session Price |

7.2 **When you earn it.** You earn the amount for a Session when it becomes a Delivered Session.
TraitTune's duty to pay you does not depend on whether, when or how the Buyer pays TraitTune. You
earn nothing for a Session that you cancel or miss, or that was not held, except a Session that
counts as used under your Session Change Rule (for example a Client no-show), which is a Delivered
Session. If you excuse a used Session after you have been paid for it, TraitTune bears that cost unless
you separately agree to repay it.

7.3 **The Payment Service.** The Payment Service is part of how your Earnings are calculated. Yours is
the fixed rate for the country of your Payout Account: a percentage of the Session Price plus a fixed
amount per Session, set in Annex A §A5 (for example 3.25 % + US$1.05 in the United States). You see your
country's rate, and what you earn per Session at it, before you accept this Agreement. It does not change with the Buyer's card, country or payment
method. The rate for a Session is the one in force when its Package was bought and never changes for
that Package. The Payment Service applies only to Sessions for your Own Clients; for a TraitTune
Client the Service Fee already includes it and nothing is subtracted in addition. TraitTune keeps or
absorbs any difference between the Payment Service or the Service Fee and its actual costs. No other
payment, payout, account, tax-form, tax-calculation or acquisition cost is ever charged to you.
TraitTune changes the rate table only under Section 18.

7.4 **Payment timing.** TraitTune transfers your Earnings for each Delivered Session to your Payout
Account right after the Session, as soon as the Buyer's payment for it is a Final Payment. There is no
review period or holding period. Stripe then pays your Payout Account balance to your bank by
automatic daily payouts, as fast as Stripe allows for your country. If the Buyer's payment is not final by then, or the Buyer pays
on invoice, TraitTune does not wait for it: **in every case TraitTune transfers your Earnings no later
than 30 days after the Session is delivered.** The only exceptions are an amount that a court or the
law requires TraitTune to hold, and a delay because Stripe is waiting for information it asked you
for; in those cases TraitTune transfers within 5 business days after the cause ends. Stripe's usual
timing for a first payout is about 7 to 14 days while it verifies your account; that is Stripe's
timing, not a TraitTune promise. **No suspension, restriction, insurance lapse, termination,
payment-provider delay or force-majeure event postpones payment of Earnings already earned beyond a
mandatory legal deadline;** where necessary TraitTune uses another lawful payment method, unless
payment itself is prohibited by law or a court order.

7.5 **Currency.** Session Prices and Earnings are in the currency TraitTune shows for the offer. If
your bank account is in another currency, Stripe converts the payout. That conversion is covered by
the Payment Service and costs you nothing extra.

7.6 **Statements and self-billing.** TraitTune gives you, in the app and by email (Section 12): a
payout statement for each payout; a monthly statement on the 1st (Sessions, Session Prices, Service
Fee, Payment Service, reversals, Earnings, payouts, referral reward totals); and an annual summary by
31 January (with Form 1099-NEC for US practitioners, your tax-form status if you are not in the US,
and the seller-reporting notice under Section 10.4 where it applies). Each
statement shows the Payment Service per Session in money. Every statement can be downloaded at any
time. Each statement is also TraitTune's self-billed statement of what it owes you for those
Sessions. You do not issue your own invoice to TraitTune or to any Buyer for the same Sessions. For
practitioners in the EU or EEA, the statement carries the note "Services supplied to a business
established outside the EU: place of supply outside the EU (Article 44, Directive 2006/112/EC); no EU
VAT charged". For the United Kingdom: "Services supplied to a business belonging outside the UK:
outside the scope of UK VAT (VATA 1994 s. 7A)". For Switzerland: "Service to a recipient domiciled
abroad: not subject to Swiss VAT (Art. 8 para. 1 MWSTG)". If your own tax law requires a different
note, or your own invoice, tell TraitTune; it adds the note or accepts your invoice for the same
amounts. The monthly statement, the annual summary and the payout-sent email are on by default and
can be switched off (Section 12.2); every statement stays available in the app.

7.7 **No other deductions.** TraitTune makes no deduction from your Earnings other than the Service
Fee (for a TraitTune Client) or the Payment Service (for an Own Client), an offset under Section
8.5, a reversal for a lost Service Dispute under Section 8.7, a voluntary refund you agree to under
Section 8.6, the correction of a technical error under Section 8.9, and amounts the law requires
TraitTune to withhold.

7.8 **One price for every Buyer.** Every Buyer, person or company, pays your Session Price, the one
price your catalog shows. TraitTune charges no Buyer a fee in addition to it. Where sales tax or VAT
applies, it is added for the Buyer; it is tax, not a fee, and is neither part of your Earnings nor
part of TraitTune's share.

7.9 **Unclaimed Earnings.** If TraitTune cannot transfer Earnings to you for 12 months because your
Payout Account is closed or restricted, TraitTune contacts you at your last known email and address.
Amounts still unclaimed are handled under the unclaimed-property law that applies.

---

## 8. Dispute and Quality Procedure

This Section is the only way an amount connected with a Session can affect what you are paid.

8.1 **Refunds to Buyers are TraitTune's decision.** TraitTune alone issues refunds to Buyers, under
its published terms and the law. You do not promise Buyers refunds that TraitTune's terms do not
give.

8.2 **Undelivered Sessions never cost you anything.** Because you are paid per Delivered Session, a
refund of an unused Session or of a Session you did not deliver does not touch your Earnings.

8.3 **Paid Earnings stay paid.** TraitTune never takes back Earnings it has paid you, and never
reduces a later transfer because of an earlier Session, without your consent given under Section 8.6.
The only exceptions are a Not-Held Session and fraud (Sections 8.4 and 8.5), and a lost Service
Dispute (Section 8.7).

8.4 **The two exceptions.** TraitTune may recover the Earnings paid for a Session only if (a) it was a
Not-Held Session, or (b) the transfer resulted from your fraud or from information you knew was
false. In case (b) TraitTune may also recover any dispute fee Stripe charged TraitTune for that
Session.

8.5 **How the exceptions work.**
(a) Before it recovers anything, TraitTune tells you in writing (email and in the app) which Session
it concerns, the facts and the evidence it relies on, and gives you **10 business days** to respond.
(b) A person at TraitTune considers your response and decides. TraitTune tells you the decision and
its reasons in writing.
(c) If TraitTune decides to recover, it does so only by offsetting the amount against your future
transfers, by no more than half of any one transfer.
(d) If an amount remains unrecovered 90 days after this Agreement ends, TraitTune may send you an
invoice for it, payable within 30 days.
(e) You may challenge the decision under Section 15.2 within 30 days. If the challenge succeeds,
TraitTune pays the amount back with your next transfer.

8.6 **Quality complaints after you are paid.** If a Client or Buyer complains about a Delivered
Session after TraitTune has transferred your Earnings for it, and the complaint is not about a
Not-Held Session or fraud:
(a) TraitTune sends you the complaint, with the facts you need and nothing more of the Client's
private information, and asks you to resolve it within **10 business days**.
(b) You choose one of three answers: offer the Client a **redo** Session at no charge; agree to a
**voluntary refund** of the amount you choose, which you confirm in the app for that complaint only
(TraitTune then offsets that amount against your next transfers, or you pay it in Settings); or
**contest** the complaint and give your side.
(c) A person at TraitTune reviews the facts and both sides and tells you the outcome and its reasons
in writing.
(d) If TraitTune decides the Client should have a refund, it refunds the Client at its own cost
unless you agreed to a voluntary refund. Nothing is taken from you without your consent.
(e) If TraitTune can show, from the documented facts, that you were at fault, and you have declined
both a redo and a voluntary refund, TraitTune may end this Agreement permanently under Section 17.3
because of that documented fault. Declining a redo or a refund is never, alone, a ground for any
measure against you. If you contested and TraitTune does not find you at fault, nothing changes for
you.
(f) Your consent under (b) is given per complaint, after the complaint is made. It is never given in
advance, in this Agreement or otherwise.

8.7 **Payment disputes (chargebacks).**
(a) TraitTune handles every Payment Dispute as the seller. When a Service Dispute opens about one of
your Sessions, TraitTune tells you and asks for the booking and attendance facts under Section 8.11,
and it contests the dispute with that evidence where it reasonably can.
(b) If the card network, bank or provider decides a **Service Dispute** against TraitTune after
TraitTune has contested it with your evidence, the Earnings for the disputed
Session are reversed, in proportion to the amount lost, together with the dispute fee Stripe charged
for it. The reversal comes out of your Payout Account balance or, if that balance is not enough, out
of your next transfers. It never debits your bank account. TraitTune tells you the outcome and the
amount in writing, and you may challenge it under Section 15.2. Nothing is reversed while a dispute
is still open, or when TraitTune wins it. A dispute TraitTune voluntarily accepts or does not contest
is TraitTune's loss, unless recovery is independently permitted under Section 8.5 or you give specific
consent under Section 8.6.
(c) A **Fraud Dispute** is always TraitTune's loss, because fraud screening is TraitTune's job.
Nothing is reversed, unless Section 8.4(b) applies.
(d) This Section 8.7 is part of the method of compensation stated in your Engagement Statement (Annex
US Part 1). It is not a condition for being paid for any other Session.

8.8 **What is always TraitTune's loss.** A lost Fraud Dispute, a failed or returned Buyer payment, a
refund TraitTune gives as goodwill or under its consumer terms, a refund under Section 8.6(d), a won
or still-open Payment Dispute, and a refund or dispute caused by TraitTune's own error.

8.9 **Correcting technical errors.** If a technical error causes TraitTune to transfer more than this
Agreement provides, the excess was never Earnings. TraitTune may offset it against your future
transfers within 90 days of the transfer, after telling you the amount and the cause. You may
challenge it under Section 15.2.

8.10 **No bank debits.** This Agreement does not authorise TraitTune to debit your bank account.
TraitTune recovers an amount allowed by this Section 8 only from your Payout Account balance or your
later transfers, as each Section says. Stripe's own rights under the Stripe Terms are separate and are
not described or changed by this Agreement.

8.11 **Evidence.** You help TraitTune answer a complaint or dispute by giving, within 5 business days
of a request, the booking and attendance facts you hold, without disclosing Session content.

---

## 9. Holds

9.1 TraitTune may hold a transfer for a Session only (a) while a report, made before the transfer,
that it was a Not-Held Session is decided under Section 8.5, (b) while Stripe requires information
from you, (c) where TraitTune has written evidence of fraud by you, or (d) where the law or a court
requires it.

9.2 TraitTune tells you why a hold applies, unless the law forbids it, and releases the held amount
when the reason ends.

9.3 A hold under 9.1(a) or (c) never delays a transfer past the 30-day deadline in Section 7.4.

9.4 Stripe may separately hold or delay payouts under the Stripe Terms.

---

## 10. Taxes

10.1 **Your taxes.** You are responsible for your own income tax, self-employment tax, social
contributions and any VAT or sales tax that applies to your own business. TraitTune does not withhold
income tax from your Earnings unless the law requires it (for example US backup withholding where a
valid taxpayer identification number is missing, or withholding on a Session you deliver while in the
United States without a valid treaty claim).

10.2 **Tax forms.** You give a valid Form W-9 (US persons) or Form W-8BEN / W-8BEN-E (non-US persons)
through Stripe's onboarding, and keep it current.

10.3 **US reporting.** For US practitioners paid US$2,000 or more in a calendar year (or any updated
IRS threshold), TraitTune files Form 1099-NEC reporting the Earnings and any cash referral rewards
(Section 20) it paid you in that year, and gives you a copy by 31 January. You can choose electronic
delivery of tax forms in a separate consent in payout setup; if you do not, TraitTune mails them.

10.4 **Seller reporting outside the US.** TraitTune treats itself as a reporting platform operator
under the EU directive known as DAC7, under Canada's rules for platform operators, and under any
similar law that applies.
(a) Before it opens paid offers to practitioners covered by such a law, and in any case before it
first pays one, TraitTune documents its reporting status and completes the registration that law
requires: for DAC7, a single registration in the Netherlands or Ireland; for Canada, a non-resident
business number and its reporting account.
(b) TraitTune collects the information the law requires: your name, address, date of birth (for
individuals), tax identification number and issuing country, VAT number, business registration
number, permanent establishments, and the bank account to which your Earnings are paid.
(c) TraitTune reports, per quarter: the consideration paid or credited to you (your Earnings), the
number of relevant activities (Sessions), and the fees, commissions and taxes TraitTune withheld or
charged (the Service Fee and the Payment Service). It gives you a copy of the reported data by
31 January of the following year.
(d) If you do not give required information, TraitTune sends one request and two reminders. If the
information is still missing 60 days after the first request, TraitTune applies the measure the
implementing law requires, which may include stopping new bookings or withholding payment of your
Earnings until you provide it.

10.5 **Sales tax collected from Buyers** is TraitTune's, is never part of your Earnings, and is not
deducted from them.

---

## 11. Confidentiality and Client Data

11.1 **Confidential.** Client Data and TraitTune's non-public information are confidential. You use
them only to deliver Sessions to that Client, and you disclose them to no one, except where the
Client asks you in writing, where the law requires it, or where there is a serious and imminent risk
of harm.

11.2 **TraitTune's privacy model.** You access Client Data only through the grants the Client gives
in TraitTune, and only while they last. You do not copy Client Data out of TraitTune except for your
own Session notes, which you keep secure and delete when you no longer need them, and at the latest
7 years after your last Session with that Client unless the law requires you to keep them.

11.3 **Never to the employer.** For a Company-paid Session you tell the company, its managers or its
staff nothing about the Client: not that you coach them, not the topic, not what was said, and not
any result. TraitTune's reports to companies contain only aggregate figures for groups of at least
three people and never name the practitioner or the topic, with one exception in TraitTune's
published terms: a per-person count of late cancels and no-shows on company-paid development
Sessions. Only the company's owners and admins see it. It is off by default for Members in the EEA,
the United Kingdom and Switzerland. Clients are told before they book. You do not add to this.

11.4 **Recordings and AI tools.** You record a Session only with the Client's prior agreement in
TraitTune and only through TraitTune's recording feature. You do not put Client Data or Session audio
into any third-party AI tool or note-taker unless the Client has agreed to it in TraitTune.

11.5 **Data protection.** Annex DP sets out your role and duties under data protection law.

11.6 **Security incidents.** You tell TraitTune at security@traittune.com within **24 hours** if you
learn of any unauthorised access to Client Data.

11.7 These duties survive the end of this Agreement.

---

## 12. Communications

12.1 TraitTune sends you emails about your payouts, notices under this Agreement, and changes to it.
It sends no marketing under this Agreement. The payout emails are: payouts connected (once);
information needed (each new request, with up to two reminders three days apart); payouts paused;
first payout on its way (once); and payout sent, with a PDF payout statement (at most one a day).

12.2 The monthly statement, the annual summary and the payout-sent emails are on by default and you
can switch them off in notification settings; the statements stay available in the app. The
"information needed" and "payouts paused" emails, notices under Sections 8, 17 and 18, and tax
notices cannot be switched off while your Payout Account is open.

12.3 Stripe may send you compliance emails that TraitTune cannot switch off.

12.4 You agree to receive this Agreement, its changes, notices and statements electronically. Tax
forms follow your separate choice in Section 10.3.

---

## 13. Your conduct

13.1 You do not: take payment from a Buyer for a Session sold through TraitTune; misrepresent your
qualifications; discriminate against a Client on a ground the law protects; use Client Data for
marketing; or contact a company about its employees' use of coaching.

13.2 You comply with the laws that apply to your work, including consumer, privacy, anti-bribery and
sanctions law.

13.3 **Working with a TraitTune Client outside TraitTune.** You may work with anyone, anywhere. If,
within 12 months after a TraitTune Client's first booking with you, you sell coaching to that person
(or, for a company that is a TraitTune Client, to that company) outside TraitTune, you pay TraitTune a
one-time conversion fee of the greater of US$250 and 20 % of what that person or company paid
TraitTune for your Sessions in the 6 months before. You can pay it in Settings; otherwise
TraitTune invoices it, payable within 30 days. It is never deducted from your Earnings. After 12
months there is no fee.

13.4 **Reviews.** If TraitTune shows reviews, you do not write, buy or ask for fake reviews, offer
anything for a review, or ask only satisfied Clients to review you. TraitTune shows reviews only
from Clients who had a Delivered Session with you, and removes a review only if it is unlawful,
fake, abusive, discloses personal or health information, or is about something other than the
Session; it tells you and the reviewer the reason.

---

## 14. Intellectual property

14.1 **Your materials.** You keep all rights in your own methods, materials and content. You grant
TraitTune the rights needed to supply to a Client any materials you provide with a Session. The
Client who receives them may keep and use them, without end, for their own personal and internal
professional development, but may not redistribute or resell them. You confirm you have the right to
grant this.

14.2 **Your profile.** You grant TraitTune a non-exclusive, worldwide, royalty-free licence to display
your profile, photo, name, business name and offer descriptions in TraitTune, and to use them to
promote your offers in TraitTune, while this Agreement lasts. TraitTune uses your name or photo in
its marketing outside TraitTune only if you opt in, and stops within 30 days after you withdraw.

14.3 **TraitTune's rights.** TraitTune keeps all rights in the platform, its assessments, profiles,
reports and brand. You get a limited, revocable licence to use them only to deliver Sessions.

14.4 **Feedback.** TraitTune may use any suggestion you give about the platform without obligation to
you.

---

## 15. Questions, complaints and disputes

15.1 **Ask first.** Write to support@traittune.com (payments: billing@traittune.com) or use the help
form in the app. TraitTune answers within 5 business days.

15.2 **Complaints.** You may file a complaint about any TraitTune decision that affects you
(including a recovery, an offset, a hold, an attribution record, a restriction, a suspension or a
ranking matter) through the complaint form or legal@traittune.com. TraitTune reviews it free of
charge, by a person, and tells you the outcome and the reasons within 30 days.

15.3 **Governing law.** Delaware law governs this Agreement, without its conflict-of-laws rules,
except where a mandatory law of your place of residence or work applies (including the laws in
Annex US).

15.4 **Arbitration.** Any dispute between you and TraitTune about this Agreement or your work through
TraitTune, including whether you are an employee, is resolved by binding arbitration administered by
the American Arbitration Association under its Commercial Arbitration Rules, or the rules the AAA
decides apply to an individual working through a platform (and its Mass Arbitration Supplementary
Rules where they apply), before one arbitrator, by video or in the county where you live. TraitTune pays all arbitration fees beyond the filing fee you would pay in court.
Claims are brought only individually, not as a class, collective or representative action. Either
party may instead bring an individual claim in small-claims court. Nothing in this Section
requires arbitration or waives joint proceedings where 9 U.S.C. §§401–402 makes such an agreement
unenforceable at the claimant's election, and a court decides the applicability of that statute
notwithstanding any delegation provision. This Section does not cover representative claims under
California's Private Attorneys General Act that cannot be waived. Any stay of non-arbitrable
proceedings is subject to applicable law and court order. Otherwise the arbitrator decides whether a
dispute must be arbitrated, except the class-waiver sentence, which only a court may interpret or
enforce. You may opt out of this Section within 30 days of first accepting
this Agreement by writing to legal@traittune.com. Practitioners covered by Annex EU keep the right in
Annex EU §8.1 to go to their own courts. The Federal Arbitration Act governs this Section.

---

## 16. Liability and indemnity

16.1 **Your responsibility.** You are responsible for the Sessions you deliver. You indemnify
TraitTune against third-party claims arising from your Sessions, your breach of this Agreement, or
your breach of law, except to the extent TraitTune caused them.

16.1A **TraitTune's responsibility.** TraitTune indemnifies you against third-party claims that the
TraitTune platform, as TraitTune provides it, infringes intellectual property, and against claims by
a Buyer about TraitTune's own terms of sale, prices, taxes or payment handling, except to the extent
you caused them.

16.1B **How claims are handled.** The party seeking indemnity tells the other promptly, lets it
control the defence and settlement (no settlement may admit fault for, or bind, the indemnified party
without its consent), and gives reasonable help at the other's cost.

16.2 **Your limit.** Except for fraud, wilful misconduct, breach of Section 11 or Annex DP, and claims
for bodily injury, your total liability under this Agreement is limited to the greater of the
Earnings paid to you in the 12 months before the claim and the limit of any insurance you hold under
Section 5.4.

16.3 **TraitTune's limit.** Except for unpaid Earnings and other amounts due to you, breach of
confidentiality, and liability that cannot be limited by law, TraitTune's total liability to you
under this Agreement is limited to the greater of the Earnings paid to you in the 12 months before
the claim and US$1,000.

16.4 **No indirect loss.** Neither party is liable for lost profits or indirect or consequential
loss, except for breach of Section 11 or the indemnity in 16.1.

16.5 **Platform as is.** TraitTune provides the platform as is. It does not promise a number of
bookings or any level of income.

16.6 **Force majeure.** Neither party is liable for a delay caused by events beyond its reasonable
control. This never delays the payment of Earnings for Delivered Sessions beyond the deadline in
Section 7.4 once the event ends.

---

## 17. Restriction, suspension and termination

17.1 **You may end this Agreement** at any time by closing your practice in Settings. Booked Sessions
you choose not to deliver are refunded to Buyers and are not paid to you.

17.2 **TraitTune may end this Agreement** for any reason with **30 days' written notice**.

17.3 **TraitTune may restrict, suspend or end** your listing, bookings or payouts (payouts always
subject to Sections 7 to 9) where: you
materially breach this Agreement; a Client is at risk; you offer Clinical Services; your
verification fails, a licence lapses or your insurance under Section 5.4 lapses; repeated practitioner-caused missed Sessions (3 in 90 days)
are not resolved after TraitTune has talked to you; TraitTune has found you at fault under the
Dispute and Quality Procedure (Section 8.6(e)); Stripe closes or restricts your Payout Account; or
the law, a regulator or a court requires it. A measure for client risk, Clinical Services, a lapsed
licence or insurance, Stripe, or the law may take immediate effect. For any other ground, TraitTune first tells
you the facts and gives you at least 5 business days to respond, unless the delay would put a Client
at risk. TraitTune never restricts you for a rating alone.

17.4 **Reasons.** Whenever TraitTune restricts, suspends or ends your use of TraitTune, it gives you
its reasons in writing (email and in the app), stating the facts and the grounds, at the time it acts
or, for a 30-day termination, at the time of notice, unless the law forbids it. A decision is taken
by a person, not by an automated system alone. You may challenge the decision under Section 15.2.

17.5 **After the end.** TraitTune pays your Earnings for all Delivered Sessions within the deadline
in Section 7.4, less only amounts allowed by Section 8. Sections 7.6, 7.9, 8, 10, 11, 13.3, 14, 15,
16, 19.5, 19.7–19.10, 20.7(c)–(d), Annex DP and this Section 17.5 survive.

---

## 18. Changes to this Agreement

18.1 TraitTune gives you at least **30 days' notice** by email and in the app of a material change (at
least 15 days for a change required by law, or immediately where the law requires that). The notice
says what changes and when.

18.2 A change to the Fee Schedule, including the Payment Service rate table, never applies to
Sessions in Packages bought before the change.

18.3 If you do not agree, you may end this Agreement before the change takes effect, with no penalty,
and you are paid for your Delivered Sessions.

18.4 After a material change takes effect, your offers are not available for new purchases until you
accept the new version. Sessions in Packages bought before then continue under the version in force
when they were bought, and you are paid for them on time whatever you decide.

---

## 19. General

19.1 **Entire agreement.** This Agreement (with its annexes and the policies it names) is the entire
agreement about its subject.

19.2 **Order of precedence.** For your work as a practitioner, this Agreement prevails over
TraitTune's consumer Terms of Service. TraitTune's Terms of Service and Privacy Policy govern your
use of TraitTune as a user. The Stripe Terms govern only your relationship with Stripe.

19.3 **Assignment.** You may not assign this Agreement without TraitTune's written consent. TraitTune
may assign it to an affiliate or a successor of its business, with notice to you.

19.4 **Notices.** TraitTune sends notices to your account email and in the app; you send them to
legal@traittune.com or TraitTune, Inc., 1007 N Orange St, 4th Floor 3460, Wilmington, Delaware 19801,
United States.

19.5 **Record keeping.** TraitTune keeps the version you accepted, your Engagement Statement and your
statements for at least six years.

19.6 **Severability, waiver, language.** If a provision is unenforceable, it is enforced to the
greatest extent the law allows and the rest stands. A failure to enforce is not a waiver. The English
version governs; translations are for convenience, except where the law of your country requires its
own language version to prevail.

19.7 **Independent parties; no third-party beneficiaries.** Nothing in this Agreement makes either
party the other's employee, agent or partner, or lets either bind the other. No Client, Buyer or other
person has rights under this Agreement.

19.8 **Sanctions, export and anti-bribery.** Each party complies with the sanctions and export laws
that apply to it (including those of the United States, the EU and the United Kingdom) and with
anti-bribery laws (including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010). You do
not offer or accept anything of value to obtain or reward a booking, a review or a decision by a
Buyer's staff. TraitTune may stop bookings and transfers to the extent a sanctions law requires.

19.9 **Electronic contract.** This Agreement is made and signed electronically (Section 0) and is a
written contract for every law that requires one.

19.10 **Interpretation.** Headings are for convenience. "Including" means including without
limitation. "Business day" means a weekday that is not a public holiday in Delaware.

---

## 20. Referral Program

20.1 **What it is.** You can earn a referral reward when another coach or a company you refer pays
TraitTune. The rules below are the same as in TraitTune's referral system and its Terms of Service
§3.8; for practitioners this Section governs.

20.2 **Rewards.**

| You refer | Reward | For how long | Cap |
|---|---|---|---|
| Another coach (their paying practice workspace) | 20 % of the net revenue TraitTune earns from that referred account | 12 months from the lock | US$500 per referred account |
| A company (any other workspace) | 10 % of the net revenue from that company's seat fees | 24 months from the lock | US$5,000 per referred account |

There is no overall cap per referrer; each referred account has its own cap.

20.3 **Definitions.** **Net revenue** is the amount the referred account paid TraitTune, less taxes,
payment processing fees and refunds. For a referred coach it includes their seat fees, TraitTune's
fees on their directory clients, and their clients' plans, when TraitTune records those. The **lock**
is the referred account's first paid invoice; it fixes the reward type and the period.

20.4 **When you qualify.** For a referred coach: from their second paid seat invoice. For a referred
company: when it has at least 3 paid seats on an invoice at least 60 days old and at least 3 seats on
its latest invoice. A reward that qualifies late catches up, within the cap and the period.

20.5 **Who referred whom is recorded once.** A referral is recorded when the person you refer redeems
your trial code, or creates their account within 90 days after first opening your referral link.
The first code or link wins. A later code or link never changes the record.

20.6 **No self-referral.** A referral is void, and earns nothing, if: you and the referred account are
the same person; you share an email domain that is not a public mail domain; you are a member of the
referred account's paying workspace; the referred account paid with a card you also paid with; or
both accounts signed in on the same device. TraitTune checks this when the referral is recorded, at
the lock and before each monthly booking. A void referral is shown as void on your statement.

20.7 **How it is paid.** TraitTune books rewards monthly, on the 2nd, for the previous month.
(a) **Cash, if you have finished payout setup.** A reward booked while your Payout Account is set up
and able to receive transfers is paid in cash through it, on the same rail as your Earnings.
(b) **Credit otherwise.** A reward booked while you have not finished payout setup is booked as
platform credit, usable for TraitTune's own services. Once you finish payout setup, later rewards are
paid in cash.
(c) Credit already booked stays credit. It is never converted to cash or paid out.
(d) Your statement shows your referral rewards as totals per month and per reward type (cash or
credit), never an amount per referred person. It shows a referred person's or company's name only if
that person or company was told at sign-up that you would see it; otherwise the referral is shown
without a name.

20.8 **Taxes.** Cash referral rewards are reported on Form 1099-NEC together with your Earnings
(Section 10.3) and, where it applies, in seller reporting under Section 10.4. If you are not a US
person, your Form W-8BEN or W-8BEN-E from payout setup covers them. Platform credit is a discount on
TraitTune's own services and is not paid to you.

20.9 **Changes.** TraitTune may change or end the program under Section 18. A change never reduces a
reward already booked, or the terms of a referral already locked.

---

## Annex A — Fee Schedule

**A0. Who brought the client.** For each person and each company, TraitTune records once, at that
person's or company's first contact with you through TraitTune (their first booking, purchase or
booking request with you, whichever comes first), whether you brought them (an **Own Client**) or
TraitTune did (a **TraitTune Client**).
- You brought them if, before that first contact, (a) they used your personal invitation link or
  code, or (b) you registered them in **Settings → Clients** as an existing client and they confirmed
  it.
- Everyone else is a TraitTune Client, including anyone who first reached you through TraitTune's
  directory, marketplace, search or matching.
- Paying with a company's growth budget is a way of paying, not a way of being introduced. It never
  changes this record.
- A Company-paid Session follows the record for the company. A Person-paid Session follows the record
  for the person.
- You can see the record for each client in the app and may challenge it under Section 15.2 within
  30 days of the first contact. After that it is final and does not change.

**A1. One price for every Buyer.** Every Buyer, whether a person or a company, pays your Session
Price, the one price your catalog shows, plus any sales tax or VAT where it applies. No Buyer pays a
fee in addition to your price. Company-paid and Person-paid Sessions follow the same rule.

**A2. What TraitTune keeps.**

| Client (person or company) | TraitTune keeps | Payment Service | You earn |
|---|---|---|---|
| Your Own Client | no fee | subtracted (A5) | Session Price minus the Payment Service |
| A TraitTune Client | **20 %** of the Session Price (the Service Fee), all in | not subtracted; included in the 20 % | **80 %** of the Session Price |

The Service Fee is all in. It covers card and other payment processing, currency conversion, payouts,
account fees, tax forms, tax calculation and the cost of finding the client. Nothing else is
subtracted from you for that Session.

The Service Fee for a TraitTune Client applies for as long as you work with that client. It never
steps down.

**A3. Conversion period for Section 13.3.** 12 months from the TraitTune Client's first booking with
you. A TraitTune Client who keeps booking you in TraitTune after that period still carries the fee
in §A2.

**A4. Session Change Rule.** You choose a notice of 0–72 hours (24 hours recommended) and the free late
reschedules per Package (1 by default; 0 to unlimited). A late cancel, a late reschedule beyond the
free ones, or a Client no-show uses the Session; you are paid for it as for a held Session, by the
formula in §A5.3. You may excuse a used Session at any time; if you do, it is returned to the Client
and is not a Delivered Session. If you cancel late or do not show, the Session is not deducted from
the Package (or is refunded) and you are not paid for it.

**A5. Payment Service.**

A5.1 **Rate table.** The rate depends only on the country of your Payout Account. Within one country
the rate is fixed: it does not vary from Session to Session or with the Buyer's card, and the rate in
force when a Package is bought applies to every Session in it. Before you accept this Agreement, and
before you save each offer, TraitTune shows you your own country's rate and what you earn per Session
at that rate. The Payment Service applies only to Sessions for your Own Clients (§A2).

| Payout Account country | Percentage of the Session Price (r) | Fixed amount per Session (f) | Available |
|---|---|---|---|
| United States (offers in US$ only) | 3.25 % | US$1.05 | when enabled under Section 5.1 |
| United Kingdom, Switzerland, Canada, and each EEA country (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden) | 6.9 % | 1.05 in the offer currency (see below) | prospective rate; only when enabled under Section 5.1 |
| Every other country (paid through Stripe Global Payouts) | 7.65 % | US$3.55 | prospective rate; a country opens only after notice under Section 18 |

**Fixed amount in the offer currency.** f is US$1.05 converted at a fixed rate that never changes for a
Package: €1.05, £1.05, CHF 1.05, C$1.68, A$1.89, NZ$2.10, SEK 13.65, NOK 13.65, DKK 8.40, PLN 5.25,
CZK 29.40, RON 5.78. A currency not on this list cannot be used for an offer until it is added under
Section 18.

**Why the rates differ.** The US rate is Stripe's typical cost of a domestic card payment and of
paying you (card processing, payout, the monthly account fee spread over a typical month, the US tax
form). The non-US rate adds what selling from a US platform costs on top: an international card,
currency conversion of the payment and of the transfer, and the cross-border payout. These are typical
figures; TraitTune bears any session that costs more.

A5.2 **What the rate covers.** The rate is set to cover every cost of taking the Buyer's payment and
paying you, for your country. No other payment, payout, account, currency-conversion, tax-form or
tax-calculation cost is charged to you. TraitTune keeps or absorbs any difference from its actual
costs, in either direction.

A5.3 **Formula.** For each Delivered Session:

```
P   = Session Price, in the offer currency
r,f = the rate and fixed amount in A5.1 for your Payout Account country,
      in force when the Package was bought
Own Client:
  PS  = ceil(P × r) + f                 -- the Payment Service
  E   = P − PS                          -- your Earnings for that Session
TraitTune Client (person or company):
  SF  = round(P × 0.20)                 -- the Service Fee, all in; no PS
  E   = P − SF                          -- your Earnings for that Session
ceil() = up to the next minor unit of the currency (cent, penny)
round() = to the nearest minor unit, halves rounded up
An offer whose P would not exceed PS cannot be saved.
```

Sales tax or VAT added for the Buyer is not part of P and not part of this formula.

A5.4 **Examples.** United States: a US$100 Session for your Own Client gives PS = 3.25 + 1.05 =
US$4.30, so you earn **US$95.70 per session**; at US$120, PS = 3.90 + 1.05 = US$4.95 and you earn
**US$115.05**. Germany: a €100 Session for your Own Client gives PS = 6.90 + 1.05 = €7.95, so you earn
**€92.05**. For a TraitTune Client, person or company, the Buyer pays the same price plus any tax,
TraitTune keeps 20 % (US$20.00 or €20.00 on a 100 Session), and you earn **80.00 per session**, with
nothing else subtracted.

A5.5 **What you see.** Before you save an offer, TraitTune shows one figure: "You earn $X per session",
worked out by this formula, for your Own Clients and for TraitTune Clients. Each statement shows P,
SF or PS, and E per Session.

**A6. Optional services.** Instant payouts, if TraitTune offers them, cost the fee shown at the time,
and only when you choose them.

**A7. Software plans.** Any TraitTune software plan you buy for your practice is a separate
purchase under TraitTune's Terms of Service, billed to your own payment method at the price shown when
you subscribe. It is never deducted from your Earnings and is not a fee on your Sessions. You do not
need a paid plan to sell Sessions to your Own Clients through TraitTune. If TraitTune ever makes a paid
plan a condition of being listed in its directory, it gives you 30 days' notice under Section 18 first.

---

## Annex DP — Data Protection Schedule (Practitioner)

**DP1. Roles.** For Client Data that TraitTune gives you access to:
(a) Under the GDPR, the UK GDPR and the Swiss FADP, TraitTune and you are each an **independent
controller**: TraitTune for its platform, bookings, payments, grants and records; you for your own
Session notes and how you use Client Data in coaching.
(b) Under the CCPA and similar US state laws, you are TraitTune's **contractor**: TraitTune is the
business that sells the Session, and you receive personal information only to deliver it.

**DP2. Purpose.** You use Client Data only to deliver the Sessions TraitTune sold to that Client, to
keep records the law requires of you, and to answer a complaint or claim. You do not use it for
marketing, profiling, training any AI model, or any other purpose.

**DP3. Your duties as a controller.** You:
(a) identify and document an applicable Article 6 lawful basis for your processing and, before you
process special-category data such as information about health, also an applicable Article 9
condition (accepting this Agreement or TraitTune's session terms is not explicit consent to processing
health data), and tell the Client, at or before the first Session, how you keep them, for how
long, and how to contact you;
(b) keep Client Data secure, with at least: device encryption, a strong unique password and
multi-factor sign-in for any account that holds it, and no shared devices;
(c) keep your notes no longer than DP6 allows;
(d) answer a Client's request to see, correct or delete your notes within the time the law gives, and
tell TraitTune within 5 business days of any request about data TraitTune holds;
(e) do not pass Client Data to anyone else, and do not use third-party AI tools or note-takers on it,
except under Section 11.4.

**DP4. CCPA terms.** As TraitTune's contractor you: do not sell or share Client Data; do not keep, use
or disclose it for any purpose other than delivering the Sessions, or outside your direct relationship
with TraitTune; do not combine it with personal information you receive from others or collect
yourself, except as the CCPA allows; give it the same level of privacy protection the CCPA requires
of TraitTune; tell TraitTune within 5 business days if you can no longer meet these duties; allow
TraitTune to take reasonable steps to stop and fix any use that breaks them; and certify that you
understand and will follow these limits.

**DP5. International transfers.** If you are outside the EEA, the United Kingdom, Switzerland and the
countries the European Commission has found adequate, and you receive Client Data about people in
those places, the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914),
**Module 1 (controller to controller)**, are incorporated into this Agreement, with TraitTune as data
exporter and you as data importer, together with the UK International Data Transfer Addendum and the
Swiss amendments. Selected options: clause 7 (docking) included; clause 11 optional redress body not
selected; clause 13 supervisory authority: the authority of the Member State where TraitTune's GDPR Art. 27
representative is established once appointed, and until then the authority of the Member State in
which the data subjects whose data is transferred are located; clause 17 governing law Ireland;
clause 18 courts Ireland. **Annex I:** the parties are TraitTune (exporter, contact
privacy@traittune.com) and you (importer, contact your account email); the data subjects are
Clients; the data are the Client Data in Section 2, which may include information about health or
wellbeing that a Client chooses to share; the transfer is continuous for the purpose in DP2, for as
long as DP6 allows. **Annex II:** the measures in DP3(b) and Section 11.

**DP6. Retention.** You delete your Session notes when you no longer need them to coach that Client,
and at the latest at the end of the period in Section 11.2, unless the law requires you to keep them.

**DP7. Incidents.** You tell TraitTune within 24 hours of learning of unauthorised access to Client Data
(Section 11.6) and help TraitTune meet its own notice duties.

**DP8. End of the Agreement.** When this Agreement ends you stop using Client Data received through
TraitTune, except notes the law requires you to keep, which stay subject to this Schedule.

---

## Annex C — Coaching-only addendum for licensed clinicians

This Annex applies to you if you are a Licensed Clinician. It forms part of this Agreement and prevails
over the body of the Agreement where they differ.

**C1. Coaching only.** Every Session you deliver through TraitTune is intended solely as non-clinical
coaching. You do not deliver Clinical Services in, before or after a Session booked through TraitTune,
by any channel TraitTune provides (sessions, chat, files, notes or recordings). The legal
classification of what you do, any professional relationship it creates, and any recordkeeping,
confidentiality, reporting or safeguarding duties depend on the law that applies to you and on what you
actually do; this Annex does not exclude those duties.

**C2. No clinical work, whatever your licence allows.** Through TraitTune you do not assess, screen
for or diagnose a condition; give psychotherapy, counselling as a health service, a treatment plan or
a clinical intervention for a condition; prescribe or advise on medication; provide medical nutrition
therapy or a therapeutic diet (Section 4.2A); or order or interpret laboratory or diagnostic tests. This
is so even where your licence and the Client's location would allow it. Holding a licence never
reopens a service this Agreement excludes.

**C3. How you present yourself.** You may list your licence on your profile, as verified by TraitTune,
only with the statement TraitTune shows next to it that your Sessions through TraitTune are
non-clinical coaching. You do not call your offer therapy, counselling, treatment or clinical care, or
suggest that a Client is receiving care from a licensed clinician. A coaching statement does not cure
a presentation that, taken as a whole, offers clinical care. Section 5.2 applies to your credentials
and to any AI feature you use. Your offer descriptions,
messages and materials follow Section 4.2 and this Annex.

**C4. Telling the Client.** At or before the first Session with a Client you tell them, in words or in
writing, that the Session is intended as coaching and not therapy or clinical care, and that they
should see a health-care provider for any health concern.
TraitTune shows the same statement to the Client before booking.

**C5. Your existing patients.** You do not move a current or former patient or therapy client into
coaching through TraitTune, or run coaching through TraitTune alongside therapy you give them
elsewhere, unless your professional rules allow it and you have ended or clearly separated the
clinical relationship in writing first. You do not use TraitTune to recruit Clients into your
clinical practice; if a Client needs clinical care, you refer them to their own provider, to a
service in their area, or to a referral TraitTune offers, and you may offer your own clinical
services only if your professional rules allow it and outside TraitTune. Written termination or
separation does not by itself establish that coaching is permissible, or end duties that arise from a
clinical relationship. You do not switch roles to avoid professional restrictions, and you document
the lawful basis, your conflicts assessment and any required informed consent before coaching a
current or former patient.

**C6. Professional rules.** You follow the rules of your licensing body on dual relationships,
advertising, confidentiality and duties to report or warn. If those rules conflict with this
Agreement, you follow the stricter rule and tell TraitTune. You tell TraitTune within 5 business days
if your licence is suspended, restricted or under investigation (Section 5.3).

**C7. Records and insurance.** You keep your Session notes under Annex DP and under any recordkeeping
duty your professional rules impose. Your insurance under Section 5.4 must cover non-clinical coaching; a malpractice
policy that covers only clinical practice does not meet Section 5.4.

**C8. Crisis.** If a Client appears to be at risk of harm, you follow Section 4.3. Doing what an
emergency requires is never a breach of this Annex.

**C9. Breach.** Delivering Clinical Services through TraitTune may result in immediate restriction,
suspension or termination under Section 17.3.

---

---

## Annex US — United States Terms to the TraitTune Practitioner Agreement

**In plain words.** Every US coach gets the written contract that New York, Illinois and California
require: what you deliver, what you earn (in the US, your price minus 3.25 % + $1.05 on your own
clients, or 80 % on clients we bring), how and when you are paid (after each session, never later
than 30 days), and the few cases where money paid can come back. We never retaliate if you use these
rights. Coaching from California, Massachusetts or New Jersey stays closed until we have a documented
lawful path for you.

### 0. When this annex applies

This annex applies to every practitioner who lives in the United States or delivers Sessions from
there. TraitTune applies the same protections in Parts 1–3 to every US practitioner, whatever the
state. Parts 4 and 5 add conditions for California, Massachusetts and New Jersey, which apply by the
state **from which you deliver Sessions** (Practitioner Agreement §5.5). If you move, tell TraitTune
before you deliver from the new state.

Capitalised terms have the meaning in the Practitioner Agreement.

---

### Part 1 — Engagement Statement (all US practitioners)

This is the one-page written contract that the New York, Illinois and California freelance laws
require. TraitTune applies it to every US practitioner. It generates it, filled in, at acceptance and
whenever you save an offer or change a price, keeps a frozen copy for each Package's terms, and shows
it in your practice settings.

| Item | Statement |
|---|---|
| Hiring party | TraitTune, Inc., 1007 N Orange St, 4th Floor 3460, Wilmington, Delaware 19801, United States |
| Freelance worker | `[name and mailing address from your Payout Account]` |
| Services | Live, non-clinical coaching Sessions as listed in each of your offers in TraitTune, delivered to Clients who buy them from TraitTune. Each offer's list of Sessions (title, length, format, number per Package), as frozen when a Package is bought, itemises the services and is part of this statement. |
| Value of services | The Session Price you set for each offer, per Session. |
| Rate of compensation | Per Delivered Session: for your Own Client, your Session Price minus the Payment Service (for a US Payout Account, 3.25 % of the Session Price + US$1.05; US$95.70 on a US$100 Session); for a TraitTune Client, person or company, 80 % of your Session Price (TraitTune keeps the 20 % Service Fee, all in, and nothing else is subtracted), as set in Practitioner Agreement Annex A §A2. The Payment Service rate is locked when the Package is bought and computed by the formula in Annex A §A5.3. Your figure, "You earn $X per session", is shown in money before you save each offer. |
| Method of compensation | Electronic transfer from TraitTune to your Stripe Payout Account per Delivered Session, then Stripe's automatic daily payout to your bank. TraitTune's duty to pay does not depend on whether, when or how the Buyer pays. Earnings for a Session are reversed only as Practitioner Agreement §8 states: a Session that never took place, your fraud, or a Service Dispute that the card network, bank or provider decides against TraitTune after TraitTune has contested it with your evidence (taken from your Payout Account balance or later transfers, never your bank). |
| Date of payment | Right after each Delivered Session once the Buyer's payment is final, and in any case **no later than 30 days after the Session is delivered**. |
| Deadline for your list of services rendered | None required: TraitTune records each Session's outcome itself. If you dispute a recorded outcome, tell TraitTune within 30 days of the Session. |

---

### Part 2 — Protections for every US practitioner

These protections follow New York State General Business Law Art. 44-A ("Freelance Isn't Free Act",
§§1410–1415), New York City Administrative Code §20-927 et seq., the Illinois Freelance Worker
Protection Act (820 ILCS 193) and California Business and Professions Code §18100 et seq. TraitTune
applies them to every US practitioner.

2.1 **Written statement for every engagement**, whatever its value (the state thresholds are NY $800,
IL $500 in 120 days, CA $250).

2.2 **Payment** on the date in Part 1, and if no date applies, no later than 30 days after the Session
is completed.

2.3 **No condition on payment.** Once you have begun delivering under an engagement, TraitTune will not
require you, as a condition of timely payment, to deliver more services, accept less compensation, or
give up rights. TraitTune never takes back paid Earnings without your consent, except as stated in
advance in the method of compensation in Part 1: a Not-Held Session or your fraud (Practitioner
Agreement §8.4–8.5, by offset against future transfers after notice and a chance to respond), and a
Service Dispute decided against TraitTune by a third party (§8.7). None of these is ever a condition
of being paid for any other Session you delivered. A voluntary refund under §8.6 needs your consent
for that complaint, given after it is made.

2.4 **No retaliation.** TraitTune will not penalise, threaten, blacklist or otherwise retaliate against
you for exercising or trying to exercise your rights under these laws, or for declining a voluntary
refund.

2.5 **Records.** TraitTune keeps the Engagement Statement and your statements for at least six years.

2.6 **Your agencies.** You may contact the New York State Department of Labor, the New York City
Department of Consumer and Worker Protection, the Illinois Department of Labor or the California
Labor Commissioner about these laws.

---

### Part 3 — State-specific notes (informational)

3.1 **New York.** The Engagement Statement is given even under $800 (alone or with other engagements
in 120 days). The State law (GBL Art. 44-A, in force since 28 August 2024) and the New York City law
provide for damages, including double damages for payment violations, and attorney's fees.

3.2 **Illinois.** The statute requires the contractual payment mechanism to stay within the 30-day
ceiling (820 ILCS 193/15). TraitTune keeps records for six years (Part 2.5).

3.3 **California.** The Freelance Worker Protection Act (SB 988) applies from 2025-01-01; TraitTune
keeps records for at least four years under it, and six under Part 2.5. Part 4 also applies.

---

### Part 4 — California

4.0 **No California Sessions until a documented path exists.** TraitTune does not authorise you to
deliver Sessions from California unless TraitTune has documented, for you, an applicable exemption
from Labor Code §2775 and the resulting classification analysis, or has engaged you through a
compliant employment arrangement. A business entity, an EIN or a contractual statement of
independence does not, alone, establish eligibility. Until TraitTune opens California, a practitioner
who delivers from California cannot publish paid offers.

4.1 **When California opens (the business path).** You contract with TraitTune only through a
corporation or limited liability company you own (your **Business**). When you accept, and once a year
after that, you confirm and give TraitTune evidence that your Business:
(a) has its own federal employer identification number and California registration;
(b) holds the business licence or business tax registration its city or county requires;
(c) employs you, the coach, on its own payroll, and you deliver Sessions under the Business's name;
(d) regularly contracts with other businesses for coaching, and advertises and offers coaching to the
public outside TraitTune;
(e) has a business location separate from TraitTune's (which may be your home);
(f) sets its own prices, hours and place of work, and uses its own tools; and
(g) carries the insurance in Practitioner Agreement §5.4.
"You" in the Agreement then means the Business.

4.2 **Classification statement.** You and TraitTune intend that your Business is an independent
business. It is free from TraitTune's control and direction in how it coaches, under the contract and
in fact; it may and does offer coaching to others outside TraitTune; and it decides its own hours and
the bookings it accepts.

4.3 **Re-check.** If any fact in 4.1 stops being true, you tell TraitTune within 10 business days and
stop accepting new California bookings until TraitTune re-checks.

---

### Part 5 — Massachusetts and New Jersey

5.1 **Massachusetts.** TraitTune does not authorise Sessions delivered from Massachusetts at launch.
M.G.L. c.149 §148B applies an ABC test whose prong 2 (service outside the usual course of the
business) has no business-to-business exemption. Whether contracting through an entity takes a coach
outside §148B is **UNKNOWN** (not settled in sources reviewed). The only lawful path TraitTune has
identified is employment through an employer of record.

5.2 **New Jersey.** TraitTune does not authorise Sessions delivered from New Jersey until it has
documented a classification analysis for the coach. New Jersey's ABC test (unemployment and wage
laws, N.J.S.A. 43:21-19(i)(6)) lets prong B be met if the service is outside the usual course of
business **or** performed outside all of the enterprise's places of business; remote coaching from the
coach's own premises may meet the second limb. The status of New Jersey's 2025 proposed ABC-test
regulations is **UNKNOWN**. When New Jersey opens, the business path in Part 4.1 applies, with
remote-only delivery.

---

### Part 6 — Other states and cities

TraitTune's uniform Part 2 meets the core of every freelance-payment ordinance known to it. Also noted:
- Seattle Independent Contractor Protections Ordinance (SMC 14.34): written terms and timely payment;
  covered by Parts 1–2.
- Los Angeles Freelance Worker Protections Ordinance: in force since 1 July 2023 for work in the
  City valued at US$600 or more; contracts made from 1 January 2025 fall under California's SB 988
  instead (City rules as revised). California is closed under Part 4.0 in any case.
- Seattle app-based-worker ordinances: monitor at 250+ workers.
- TraitTune makes no deduction from your pay other than those Parts 1 and 2 describe.

---