Effective Date: April 2, 2018.

DIGITAL SIGNATURE. By clicking to accept a counseling session, Host and Counselor are deemed to have executed this Agreement electronically, effective on the date Counselor clicks to accept the Engagement, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.). Doing so constitutes an acknowledgement that the User is able to electronically receive, download, and print this Agreement and the Escrow Instructions it contains.
MAKING OR RECEIVING HOURLY PAYMENT.
Transaction Logs. Reports of hours billed (“Transaction Logs”) are generated each time a Host starts a counseling session. Counselor irrevocably authorizes and instructs the Company, as its agent, to (i) create an invoice on behalf of Counselor for payment due based upon the hours recorded on the Transaction Log; and (ii) submit the invoice on behalf of Counselor to Counselor’s Host for payment. By recording time on a Transaction Log and allowing an invoice to be created based on that Transaction Log, Counselor represents and warrants that (y) Counselor has completed the applicable Counselor Services fully and satisfactorily; and (z) the hours Counselor reports are true, accurate, and complete.
Transaction Log Review. Host must review and approve or dispute the Transaction Log within seven (7) days following submission of the Transaction Log. Payments will be held in escrow during the Dispute Period (defined below), providing 4 additional days to review and dispute work before funds are released. During the Dispute Period, Host may initiate a Dispute as to some or all of the time recorded on the Transaction Log. After the seven (7) day period following submission of the Transaction Log, Host will be deemed to have approved all undisputed time, and the Company, will release escrow funds as described in this Agreement.
MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT. Host may also pay Counselor a bonus, tip, expense, or other miscellaneous payment, at Host’s discretion, using the Platform. To pay a bonus to a Counselor, Host must follow the instructions and links on the Platform and provide the information requested. If Host clicks to pay a bonus to Counselor the Company will release escrow funds as described in this Agreement.
RELEASE AND DELIVERY OF AMOUNTS IN ESCROW. In addition, the Company is authorized to and will release applicable portions of the Host Escrow Account (each portion, a “Release”) to the Counselor Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise permitted by applicable law. The amount of the Release will be delivered to the Counselor Escrow Account, in accordance with Counselor’s and Host’s instructions, as applicable, these Escrow Instructions, and the other agreements.
RELEASE CONDITIONS. As used in these Escrow Instructions, “Release Condition” means any of the following:
Host and Counselor have submitted joint written instructions for a Release.
Host has approved all or a portion of the Counselor’s Transaction Log. This Release Condition will apply to and only for time recorded by the Counselor that Host has approved.
Host has not disputed time recorded on Counselor’s Transaction Log during the Dispute Period pursuant to this Agreement. This Release Condition will apply to and only for time recorded by the Counselor that was not disputed by the Host.
The Company reviews Host’s dispute of time recorded on Counselor’s Transaction Log for an Engagement with Work Diaries pursuant to this Agreement and determines that the time is related to the Engagement requirements or Host’s instructions documented in the Work Diaries.
Host initiates a Dispute with respect to Counselor’s Transaction Log for an Engagement without Work Diaries pursuant to this Agreement and Host and Counselor resolve the dispute without the assistance of the Company.
Issuance of the final order of a court of competent jurisdiction from which appeal is not taken.
The Company believe, in the Company’s discretion, that Host or Counselor has committed or is attempting to commit fraud, illicit acts, or has violated the Company Terms of Use, in which case the Company take such actions as it deems appropriate in its sole discretion and in accordance with applicable law.
PAYMENT PROTECTION FOR COUNSELORS. In the rare event that a Counselor’s Host does not make payment for legitimate services performed by a Counselor, the Company will provide limited payment protection to the Counselor as detailed below and in the User Agreement (“Payment Protection”) as a membership benefit to foster fairness, reward loyalty, and encourage the Counselor to continue to use the Platform Services for their business needs. Payment Protection will be offered only if all of the following criteria are met:
Both Host and Counselor must have not disputed that which has been reported about the counseling session, its duration, or the amount posted on the Transaction Log.
Host must have an Account in good standing, a valid and authenticated default Payment Method, and Host must agree to automatically pay for hours billed by Counselor through Work Diaries.
Counselor’s Account must be in good standing.
The Company believe, in the Company’s sole discretion, that fraud, illicit acts, or a violation of the Company’s Agreement has been committed or is being committed or attempted, in which case Host and Counselor irrevocably authorize and instruct the Company to take such actions as the Company deem appropriate in the Company’s sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including to return the proceeds of such acts to their source of payment.

The Company will investigate and determine in its sole discretion whether the above terms and conditions are met.

Payment Protection does not apply to: (1) hours not authorized by Host in the Work Diaries; (2) bonus payments; (3) refunds; (4) manual time; (5) time added after Host has Disputed a billing and before the resolution of that incident; (6) Fixed-Price Contracts; and (7) Engagements prohibited by the Agreement. The maximum rate per hour protected by the Company to Counselor under the Payment Protection for Counselors is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Counselor on the Platform across all Hosts; and (iii) the going rate for the same skills on the Platform in Counselor’s area (such determination to be made in the Company’s sole discretion). The maximum amount of coverage under the Payment Protection for Counselors for the life of a relationship between the same Host and Counselor is $2,500, whichever is less.

PAYMENT PROTECTION FOR HOST. The Company will adjust the invoice to Host for work that is not clearly related to either the agreed-upon counseling session and within the hours authorized for the week, subject to and conditioned on the following terms:
Neither Host nor Counselor shall have disputed the Transaction Log.
Host must have an Account in good standing and a valid and authenticated default Payment Method. Within the Transaction Log Review Period, Host must submit a Dispute specifically identifying the time billed that is not clearly related to the agreed-upon counseling session.

The Company will investigate and determine in its sole discretion whether the above terms and conditions are met.

DISPUTES BETWEEN COUNSELOR AND HOST.
Disputes Initiated via the Platform. Host may dispute Counselor’s hours reported in the Transaction Log for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the five days following the close of the weekly invoice period (Monday 12:00 a.m. midnight UTC to Friday 11:59 p.m. UTC) (the “Dispute Period“). It is Host’s responsibility to review the Transaction Log of every Hourly-Rate Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Host will be deemed to have accepted the Counselor Services and Counselor Fees and can no longer dispute them. Disputes can only address the hours billed, not the quality of the Counselor Services or the Work Product provided under Hourly-Rate Contracts. If Host disputes Counselor’s hours reported in the Transaction Log during the Dispute Period, Host and Counselor are encouraged to resolve the dispute between themselves. If Host and Counselor fail to come to a resolution, the Company will promptly investigate the Transaction Log and determine, in the Company’s sole discretion, whether an adjustment is appropriate. The Company’s determination of such dispute shall be final.If Host’s payment is unsuccessful, the Company will review the work to determine if it qualifies for Payment Protection. If the Company, in its sole discretion, determines that the work qualifies for Payment Protection, it will make payment to the Counselor.Host may choose to approve Counselor’s work prior to the end of the Dispute Period. If Host releases payment to Counselor prior to the end of the Dispute Period, Host certifies that it accepts the work and waives any further right to dispute.

The User further acknowledge and agree that the Company is not and will not be a party to any such dispute. The Company may, at its sole discretion, withhold or delay payment in the event of dispute between a Host and a Counselor.

Company Dispute Assistance. Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Host to Counselor. If Host or Counselor contacts the Company via support ticket within 30 days of the date of the last payment from Host to Counselor and requests non-binding dispute assistance for any dispute among between (a “Dispute”), the Company will attempt to assist Host and Counselor by reviewing the Dispute and proposing a mutual, non-binding resolution. The Company will only review the 30 days of work performed prior to the date a User requests Dispute Assistance.
The Company Disputes team will notify Host and Counselor via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
If both Host and Counselor respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Platform that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
The proposed resolution is non-binding; Host and Counselor can choose whether or not to agree to it. If Host and Counselor agree in writing to the proposed resolution, Host and Counselor agree that the Company is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
If Host and/or Counselor disagree with the Company’s proposed, non-binding resolution then Host and/or Counselor must pursue the Dispute independently.
The Company reserves the right to review the Counselor’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct the Company to make appropriate releases to Host if it finds work that clearly does not relate Hourly Contract requirements or Host instructions or violations of the Agreement during its review of the work.
NO RESPONSIBILITY FOR COUNSELOR SERVICES OR HOST PAYMENTS. The Company merely provides a platform for Internet payment services. The Company does not have any responsibility or control over the Counselor Services that Host purchases. Nothing in this Agreement deems or will be interpreted to deem the Company as Host’s or Counselor’s agent with respect to any Counselor Services, or expand or modify any warranty, liability or indemnity stated in the Agreement. For example, the Company does not guarantee the performance, functionality, quality, or timeliness of Counselor Services.