Conelo Expert Agreement

Last updated: June 1, 2026 Effective date for Expert: the date Expert clicks to accept this Agreement in the Conelo onboarding flow.

This Expert Agreement (the "Agreement") is a binding contract between Conelo, a Delaware unincorporated business ("Conelo," "we," "us," or "our"), and you, the individual or entity applying to list, or listing, services on the Conelo marketplace as an "Expert" ("Expert," "you," or "your").

By clicking "I agree" (or any equivalent acceptance control) during the Expert application or onboarding flow, you agree to be bound by this Agreement. If you do not agree, do not submit an Expert application and do not use the Conelo platform as an Expert.

1. Defined terms

The following capitalized terms have the meanings set out below. Other terms are defined inline.

"Acceptable Use Policy" means the Conelo Acceptable Use Policy in effect from time to time, available at https://www.conelo.co/legal/acceptable-use, which is incorporated by reference into this Agreement.
"Buyer" means any individual or entity that purchases an Engagement from an Expert through the Conelo platform.
"Buyer Content" means any content submitted by a Buyer through the Conelo platform, including questions, briefs, attachments, messages, and Reviews.
"Conelo Platform" or "Platform" means the Conelo website at https://www.conelo.co, the underlying services, APIs, communications channels, dashboards, and any other software or services that Conelo makes available to Experts and Buyers.
"Engagement" means a paid interaction between a Buyer and an Expert sold through the Conelo Platform, in any of the formats Conelo supports, currently the Q&A format, the 1:1 Video Session format, and the Workshop format, and any other formats Conelo may launch.
"Expert Content" means content submitted by Expert through the Platform, including profile bio, headshot or portrait, professional title, services listings, availability, Q&A messages, uploaded portfolio or sample items, and communications with Buyers conducted through the Platform.
"Held Funds Model" means the payment model described in Section 5, under which Conelo holds Buyer payments for an Engagement until verifiable delivery of the Engagement, then releases the funds, minus the Platform Fee, to Expert's connected Stripe account.
"Introduced Buyer" means a Buyer that Expert engages with for the first time as a direct result of an Engagement purchased through the Conelo Platform. A Buyer that Expert already had a documented professional relationship with prior to that Engagement is not an Introduced Buyer.
"Platform Fee" has the meaning given in Section 5.
"Stripe" means Stripe, Inc. and its affiliates, which provide payment processing services to Conelo.
"Stripe Connect Account" means the account Expert holds with Stripe through the Stripe Connect program, used to receive payouts from Conelo.

2. Eligibility and application

2.1 Eligibility

To apply as an Expert, you must:

Be at least 18 years old.
Have the legal authority to enter into this Agreement, including, if applying on behalf of an entity, the authority to bind that entity.
Not be barred from receiving services under U.S. law or the laws of any other jurisdiction that applies to you.
Not be on any U.S. government list of restricted or prohibited persons.
Provide accurate, current, and complete information in your application and keep it accurate, current, and complete throughout the term of this Agreement.

2.2 Application review

Conelo reviews each Expert application. Conelo may approve, reject, or request additional information for any application, in Conelo's sole discretion. Approval is required before Expert may list Engagements for sale. Conelo may retain application materials for rejected applicants for up to twelve (12) months, after which the materials will be deleted or anonymized except as required for legal, regulatory, or audit purposes.

2.3 No guarantee of sales

Conelo makes no representation or guarantee about the volume of Engagements, the level of Buyer interest, the price Expert will be able to charge, or the income Expert will receive from the Platform. Earnings depend on factors outside Conelo's control, including Expert's positioning, pricing, responsiveness, and market demand.

3. Independent contractor status

3.1 Relationship

Expert is an independent contractor and not an employee, agent, partner, joint venturer, or franchisee of Conelo. Nothing in this Agreement creates an employer-employee, principal-agent, partnership, joint venture, or franchise relationship between Expert and Conelo. Expert has no authority to bind Conelo to any obligation.

3.2 No control over performance

Conelo does not control:

When Expert works. Expert sets their own availability, schedule, and working hours.
What Expert charges. Expert sets their own prices for each Engagement format, within any minimum or maximum price floors or ceilings that Conelo may publish from time to time. As of the effective date, Conelo does not impose floors or ceilings.
How Expert delivers advice. Expert determines the form, method, content, and tools used to deliver advice in an Engagement, subject only to the platform-level standards described in this Agreement and the Acceptable Use Policy.
Where Expert works. Expert chooses their own location, equipment, and software, subject to the technical requirements of the Engagement format (for example, a 1:1 Video Session requires a working camera, microphone, and internet connection sufficient to use Google Meet).

3.3 No exclusivity

Expert is free to provide similar or identical services through other channels, including other consulting platforms, direct client engagements, employment, or any other lawful arrangement, subject only to the non-circumvention obligation in Section 4. Expert is free to list on competing platforms.

3.4 Taxes, benefits, expenses

Expert is solely responsible for:

Reporting and paying all income, self-employment, social security, and other taxes arising from amounts Expert receives under this Agreement.
Expert's own business expenses, equipment, software, office, insurance, and other costs.
Any benefits Expert may seek for themselves (Expert is not eligible for Conelo employee benefits and Conelo will not provide workers' compensation, unemployment insurance, retirement plan contributions, paid leave, or similar benefits to Expert).

Conelo and its payment processor will issue tax forms as described in Section 6.

4. Non-circumvention

4.1 Obligation

For a period of 12 months following the date of the first Engagement between Expert and an Introduced Buyer (the "Non-Circumvent Period"), Expert shall not, directly or indirectly:

Solicit the Introduced Buyer for paid services of the same or substantially similar nature outside the Conelo Platform.
Accept paid engagements from the Introduced Buyer for services of the same or substantially similar nature outside the Conelo Platform.
Encourage, induce, or assist any third party to do either of the above.

4.2 Scope

The Non-Circumvent Period applies only to Introduced Buyers. It does not restrict Expert from working with any other client, including clients Expert had a documented professional relationship with before the Conelo Engagement. If Expert is uncertain whether a Buyer is an Introduced Buyer, Expert should ask Conelo in writing; Conelo will respond in good faith.

4.3 Material breach

A violation of Section 4.1 is a material breach of this Agreement. In addition to any other remedy available to Conelo, Conelo may:

Suspend or terminate Expert's listing.
Recover the Platform Fee that Conelo would have earned on the off-platform engagement, calculated as 15% of the off-platform fees paid to Expert by the Introduced Buyer for the same or substantially similar services during the Non-Circumvent Period.
Pursue any other remedy at law or in equity.

4.4 Buyer-initiated off-platform requests

If an Introduced Buyer asks Expert to work off-platform during the Non-Circumvent Period, Expert must decline and direct the Buyer back to Conelo, or notify Conelo in writing so that Conelo can address the request. A Buyer-initiated request does not waive the Non-Circumvent obligation.

5. Pricing, Platform Fee, and Held Funds Model

5.1 Pricing

Expert sets the price of each Engagement. Conelo displays the gross price (the price the Buyer pays before any applicable taxes) on the Expert's profile and at checkout. Conelo may add applicable sales tax, VAT, or similar transaction taxes to the Buyer's checkout total. Those taxes are not part of the gross price and are not subject to the Platform Fee.

5.2 Platform Fee

Conelo retains a platform fee equal to 15% of the gross price of each Engagement (the "Platform Fee"). The Platform Fee is calculated on the gross price, before transaction taxes. Expert receives the gross price minus the Platform Fee, minus any third-party processing fees that Stripe withholds under Stripe's agreement with Expert.

Example, for illustration only, using a placeholder fee of 15%:

Buyer pays Conelo $500.00 for an Engagement.
Sales tax, if any, is collected separately by Conelo and remitted to the relevant tax authority. It is not part of the $500.00.
Conelo retains the Platform Fee from the $500.00.
Conelo releases the remainder to Expert's Stripe Connect Account on the trigger described in Section 5.4. Stripe may withhold additional fees per Expert's Stripe Connect agreement.

5.3 Held Funds Model

Conelo operates a Held Funds Model. At checkout, Buyer pays Conelo. Conelo holds those funds (less any pre-authorized Stripe processing reserves) and does not transfer them to Expert until the Engagement reaches a release trigger described in Section 5.4.

5.4 Release triggers

Funds are released to Expert's Stripe Connect Account, less the Platform Fee, on the following triggers:

Q&A Engagement. Funds release when Expert posts the second Expert response in the Q&A thread (which closes the Engagement). The release runs inline at the time of the response.
1:1 Video Session. Funds become eligible for release twenty-four (24) hours after the scheduled end time of the session, provided the Buyer has not filed a dispute or no-show report. Conelo runs a periodic payout sweep that releases eligible Engagements.
Workshop. Funds become eligible for release twenty-four (24) hours after the scheduled end time of the Workshop session, provided no dispute or no-show report has been filed.

Once Conelo initiates the release, Stripe's standard Connect payout schedule applies to the transfer from the Stripe Connect Account to Expert's bank account.

5.5 Cancellations and refunds

Buyer cancellation, more than 24 hours before start. Buyers may cancel a scheduled 1:1 Video Session or Workshop up to 24 hours before the scheduled start time, for a full refund. No Platform Fee is retained on a fully refunded Engagement.
Buyer cancellation, within 24 hours of start. Refunds are not automatic in this window and are reviewed case by case.
Q&A non-delivery. If Expert does not post the first response within the published service-level window, Buyer may request a refund through the Platform. Conelo reviews and resolves the request.
Dispute or no-show report. A Buyer dispute or no-show report blocks the release of funds until Conelo resolves the dispute under Section 8.
Effect on Platform Fee. On a full refund, the Platform Fee is also refunded; Conelo does not retain the Platform Fee on a refunded Engagement. On a partial refund, the Platform Fee is reduced pro-rata.

5.6 Stripe Connect onboarding

Expert must complete Stripe Connect onboarding, including identity verification and the addition of a valid bank account, before any Engagement is sellable from Expert's profile. Until onboarding is complete, Conelo will not enable Engagements for purchase. Expert is responsible for keeping the Stripe Connect Account in good standing. Stripe's terms govern the Stripe Connect Account and Conelo is not a party to that relationship.

5.7 Failed transfers

If a transfer from Conelo to Expert's Stripe Connect Account fails (for example, because the connected account is missing required information or has a verification hold), the payout enters a failed state. Conelo will notify Expert and may retry the transfer once the underlying issue is resolved. Conelo is not liable for delays caused by Expert's failure to maintain a valid Stripe Connect Account.

5.8 Chargebacks

If a Buyer initiates a chargeback on a card payment, Stripe holds the disputed funds until the chargeback is resolved. Conelo will provide evidence to Stripe in good faith. If the chargeback is lost, the amount, including any chargeback fee, is reversed from the Engagement; if the funds were already released to Expert, Expert agrees to repay Conelo the amount of the lost chargeback, including any chargeback fee assessed by Stripe.

6. Taxes and tax forms

6.1 Expert's responsibility

Expert is solely responsible for determining, reporting, and paying all federal, state, local, and foreign taxes that apply to amounts received from Conelo or from Buyers through the Platform. Expert is responsible for any business registration, tax registration, or licensing required to operate in Expert's jurisdiction.

6.2 Tax forms

U.S. Experts. Expert must furnish a valid IRS Form W-9 through the Stripe Connect onboarding process. Stripe issues IRS Form 1099-K (or other applicable forms) to U.S. Experts who meet the IRS reporting thresholds in effect for the relevant tax year. If Expert does not furnish a valid W-9 by the IRS deadline, backup withholding may apply to Expert's payouts at the rate set by the IRS.
Non-U.S. Experts. Expert must furnish a valid IRS Form W-8BEN, W-8BEN-E, or other applicable form through the Stripe Connect onboarding process. Withholding may apply per Stripe's policy and applicable treaty.

6.3 Sales tax / VAT

Conelo may collect sales tax, VAT, GST, or similar transaction taxes on Engagements where Conelo is required by law to do so. Conelo remits those taxes to the relevant authority. Where Conelo is not the legal collector, Expert is responsible for collecting and remitting any transaction taxes that apply to Expert's services.

7. Vetting, suspension, and removal

7.1 Standards

Expert must maintain accurate profile information, deliver Engagements with reasonable skill and care consistent with the represented expertise, respond to Buyers within published service-level windows, and comply with this Agreement and the Acceptable Use Policy.

7.2 Suspension and removal

Conelo may, at any time, with or without prior notice:

Reject an Expert application.
Suspend an Expert's listing or account.
Remove an Expert's listing or account.
Withhold payouts pending investigation.

Grounds include, but are not limited to:

Misrepresentation of credentials, identity, experience, or any other material fact.
Quality concerns identified by Conelo, Buyers, or third-party sources.
A pattern of Buyer disputes, refund requests, no-show reports, or low Review scores.
Violation of this Agreement or the Acceptable Use Policy.
Fraud, criminal conduct, attempted manipulation of the Platform, attempted circumvention, or any conduct Conelo considers an urgent risk to Buyers, other Experts, or Conelo.
Inactivity for an extended period.

For non-urgent grounds, Conelo will provide notice and, where reasonable, a chance to cure. For urgent grounds (fraud, criminal conduct, safety risk, or attempted circumvention), Conelo may act without prior notice.

7.3 Effect of suspension or removal

In-flight Engagements at the time of suspension or removal will be addressed in good faith. Conelo may, in its discretion, allow Expert to complete in-flight Engagements, transfer them to another Expert, or refund the Buyer.

8. Disputes between Buyer and Expert

8.1 Conelo's role

Conelo is not a party to the Engagement contract between Buyer and Expert. Conelo facilitates the Engagement, processes payment under the Held Funds Model, and provides a dispute resolution process for the limited purpose of deciding how held funds are released or refunded.

8.2 Dispute process

If a Buyer files a dispute or no-show report, Conelo will:

Notify Expert of the dispute.
Request relevant information from both parties (transcripts, Meet attendance, briefs, materials shared).
Decide, in good faith, whether to release the held funds, refund the Buyer, or split the funds.

8.3 Finality for held funds

Conelo's decision is final for the purposes of how held funds are released or refunded. Nothing in this Section 8 waives any other legal remedy Expert may have against a Buyer outside the Conelo Platform, subject to the non-circumvention obligation in Section 4 if Expert wishes to engage the Buyer for paid services.

9. Content licensing and ownership

9.1 Ownership of Expert Content

Expert retains ownership of Expert Content. Nothing in this Agreement transfers ownership of Expert Content to Conelo.

9.2 License to Conelo

Expert grants Conelo a non-exclusive, worldwide, royalty-free, sublicensable (only to sub-processors operating the Platform) license to host, display, format, transcode, store, cache, index, and otherwise process Expert Content for the sole purpose of operating, securing, supporting, and improving the Conelo service.

The license includes the right to:

Display Expert Content on the Conelo Platform to Buyers, prospective Buyers, and search indices.
Resize, reformat, and compress Expert Content for performance.
Provide copies of Expert Content to Conelo's sub-processors who help operate the Platform (hosting, email, analytics, payments, customer support), each under appropriate confidentiality terms.
Retain Expert Content as necessary for legal, regulatory, audit, security, and fraud-prevention purposes.

The license terminates with respect to new uses when this Agreement terminates, except for the purposes set out in Section 14 (Survival) and Section 9.5 (Marketing use).

9.3 Expert representations regarding Expert Content

Expert represents and warrants that Expert owns or has the rights to all Expert Content Expert submits, that Expert Content does not infringe any third party's intellectual property, privacy, publicity, or other rights, and that the Expert Content complies with the Acceptable Use Policy and applicable law.

9.4 Buyer Content

Buyer Content is owned by the Buyer who submitted it. Expert receives the limited rights necessary to read, review, and respond to Buyer Content for the purpose of delivering the Engagement. Expert may not redistribute Buyer Content, use it for purposes other than delivering the Engagement, or train any model on Buyer Content.

9.5 Name, likeness, and marketing

Expert grants Conelo the right to use Expert's name, headshot or portrait, professional title, biographical summary, and short Review excerpts in Conelo marketing surfaces, including the Conelo website, social media accounts, sales decks, and case studies. Expert may revoke this consent for future use by written notice to Conelo. Consent for material already distributed in channels that cannot be recalled (for example, printed sales decks already in circulation) is not revocable, but Conelo will remove Expert's name and likeness from active and controllable marketing surfaces within 30 days of a revocation notice.

For more invasive uses of Expert's name or likeness, including paid advertising campaigns or video case studies, Conelo will obtain Expert's separate written consent before use.

10. Reviews

10.1 Buyer Reviews

Conelo solicits honest Reviews from Buyers after Engagement delivery. Reviews are Buyer Content and reflect the Buyer's opinions, not Conelo's.

10.2 Expert obligations

Expert shall not:

Solicit a Review from a Buyer in exchange for payment, discount, refund, or any other incentive.
Solicit a Review from anyone who has not actually purchased and received an Engagement from Expert.
Submit a fake or fraudulent Review of Expert's own services, or arrange for any third party to do so.
Pressure, threaten, or retaliate against a Buyer for leaving a Review.
Attempt to suppress, manipulate, or game the Review system in any way.

These obligations align with the U.S. Federal Trade Commission's rule on the use of consumer reviews and testimonials, 16 C.F.R. Part 465 (effective October 2024), and similar rules in other jurisdictions.

10.3 Conelo's moderation

Conelo may remove Reviews that are fake, off-topic, harassing, defamatory, or otherwise in violation of the Acceptable Use Policy. Conelo will not remove Reviews simply because Expert disagrees with them.

11. Advice disclaimer and regulated professions

11.1 Informational only

Expert acknowledges that Engagements provided through Conelo are for informational purposes. Engagements are not a substitute for licensed legal, medical, accounting, tax, securities, investment, immigration, or other regulated professional advice in the Buyer's jurisdiction, except as expressly described in Section 11.2.

11.2 Regulated professional advice

Expert agrees not to provide regulated professional advice through the Platform unless Expert:

Is properly credentialed and in good standing to provide that advice in the Buyer's jurisdiction.
Has separate engagement letters, disclaimers, and professional-liability arrangements in place that cover the regulated-profession risk.
Discloses Expert's credentials and the scope of the engagement on Expert's profile and at the start of the Engagement.

Expert is solely responsible for compliance with the rules of any profession Expert is licensed in (including bar rules, medical-board rules, CPA rules, securities rules, and similar).

11.3 No reliance representation by Conelo

Conelo does not certify, verify, or guarantee any Expert's credentials, licensure, or fitness for any particular engagement, beyond the limited application review described in Section 2.

12. Confidentiality

12.1 Buyer-confidential information

During an Engagement, Buyer may share questions, briefs, documents, business context, or other information that Buyer expects to be kept confidential ("Buyer-Confidential Information"). Expert shall:

Use Buyer-Confidential Information only for the purpose of delivering the Engagement.
Not disclose Buyer-Confidential Information to any third party, except as required by law and with prompt notice to the Buyer (and Conelo) where notice is permitted.
Protect Buyer-Confidential Information with the same care Expert uses for Expert's own confidential information, and in no event less than reasonable care.

These obligations survive for 3 years after the Engagement ends.

12.2 Exclusions

Buyer-Confidential Information does not include information that:

Is or becomes publicly available through no fault of Expert.
Was in Expert's possession before the Engagement, without confidentiality obligation.
Is independently developed by Expert without use of or reference to the Buyer-Confidential Information.
Is rightfully received from a third party without confidentiality obligation.

12.3 Conelo confidentiality

Expert shall also keep confidential any non-public information Conelo provides to Expert about the Platform, including pricing structures, technical details, internal processes, and business plans, on the same terms as Buyer-Confidential Information.

13. Insurance

Pre-launch, Conelo does not require Expert to carry errors-and-omissions (professional liability) insurance. Conelo strongly recommends that Expert carry professional liability insurance appropriate to Expert's services, and Conelo may require it as the Platform scales. Expert is solely responsible for arranging and paying for any insurance coverage Expert chooses or is required to carry.

14. Term, termination, and survival

14.1 Term

This Agreement begins when Expert accepts it and continues until terminated under Section 14.2.

14.2 Termination

Either party may terminate this Agreement, with or without cause, on 14 days' prior written notice to the other. Conelo may also suspend or terminate immediately under Section 7.2 (for cause described there). Expert may close Expert's Conelo account at any time through the account-closure flow or by written notice to support@conelo.co.

14.3 Effect of termination

On termination:

Engagements in flight at the time of termination will be honored under this Agreement.
Held funds for completed Engagements will be released on the normal Held Funds Model schedule.
Expert's listing will be removed from the public-facing Platform.
Conelo may retain Expert's account record, Engagement records, and limited Expert Content for legal, regulatory, audit, security, fraud-prevention, and dispute-resolution purposes, subject to the Conelo Privacy Notice.

14.4 Survival

The following Sections survive termination, in addition to any other Section that by its nature should survive:

Section 4 (Non-circumvention), for the duration of the Non-Circumvent Period.
Section 5.5 (refund mechanics for in-flight Engagements), Section 5.8 (chargebacks).
Section 6 (Taxes).
Section 9.1 and 9.2 (ownership and license, for material already displayed prior to termination, for the limited purpose of Conelo continuing to operate and to maintain historical records).
Section 10 (Reviews already submitted remain published per Section 10.3).
Section 11 (Advice disclaimer).
Section 12 (Confidentiality), for the duration set in Section 12.1.
Section 15 (Indemnification).
Section 16 (Limitation of liability).
Section 17 (Dispute resolution and arbitration).
Section 18 (Governing law).

15. Indemnification

Expert shall indemnify, defend, and hold harmless Conelo, its affiliates, and its and their officers, directors, employees, and agents from and against any third-party claim, demand, action, or proceeding, and any related damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Expert's negligent, reckless, or wrongful provision of advice or services through the Platform.
Expert Content infringing or misappropriating any third party's intellectual property, privacy, publicity, or other rights.
Expert's breach of this Agreement or the Acceptable Use Policy.
Expert's violation of any law, regulation, or professional rule.
Expert's tax obligations.

Conelo will give Expert prompt notice of any claim subject to this Section, cooperate reasonably in the defense, and not settle any such claim without Expert's prior written consent (not to be unreasonably withheld). Expert may not settle any claim in a way that imposes any obligation on Conelo without Conelo's prior written consent.

16. Disclaimers and limitation of liability

16.1 Platform "as is"

The Conelo Platform is provided "as is" and "as available." Conelo disclaims all warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. Conelo does not warrant that the Platform will be uninterrupted, error-free, or secure, or that any particular volume of Engagements will result.

16.2 Cap

To the maximum extent permitted by law, Conelo's total aggregate liability to Expert under or in connection with this Agreement, in any twelve (12) month period, will not exceed the greater of (a) the total Platform Fees that Conelo retained from Expert's Engagements in the twelve (12) months immediately preceding the event giving rise to the claim, and (b) 500 U.S. dollars.

16.3 Excluded damages

To the maximum extent permitted by law, Conelo will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost goodwill, or loss of data, even if Conelo has been advised of the possibility.

16.4 Carve-outs

Sections 16.2 and 16.3 do not apply to (a) Expert's indemnification obligations in Section 15, (b) Expert's breach of Section 4 (Non-circumvention), (c) Expert's breach of Section 12 (Confidentiality), or (d) any liability that cannot be limited under applicable law.

17. Dispute resolution and arbitration

17.1 Informal resolution first

Before filing a claim, the parties will attempt in good faith to resolve any dispute informally by written notice and a thirty (30) day discussion period.

17.2 Binding arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement (other than the claims carved out in Section 17.4) shall be finally resolved by binding arbitration administered by the American Arbitration Association under its the American Arbitration Association's Commercial Arbitration Rules in effect at the time of filing, by a single arbitrator. The seat of arbitration is Wilmington, Delaware. The arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class action waiver

To the maximum extent permitted by law, each party waives any right to bring or participate in a class, collective, or representative action against the other. Disputes will be resolved on an individual basis only.

17.4 Carve-outs

Either party may seek (a) injunctive or equitable relief in court to protect intellectual property, confidential information, or non-circumvention rights, and (b) relief in small-claims court for claims that qualify under the rules of that court.

17.5 Arbitration opt-out

Expert may opt out of the arbitration and class-action-waiver provisions in Sections 17.2 and 17.3 by sending a written opt-out notice to support@conelo.co within thirty (30) days of first accepting this Agreement. Opting out does not affect any other part of this Agreement.

18. Governing law

This Agreement is governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any claim not subject to arbitration.

19. Changes to this Agreement

Conelo may modify this Agreement from time to time. For non-material changes (typographical, clarifying, or non-substantive updates), the updated Agreement is effective when posted, with the "Last updated" date updated at the top.

For material changes, Conelo will provide Expert with reasonable advance notice (by email to the address on file or by an in-Platform notice) and will require Expert to re-accept the updated Agreement in the Expert dashboard before Expert can continue to use the Platform. If Expert does not accept the updated Agreement, Expert's only recourse is to terminate this Agreement under Section 14.2.

20. Miscellaneous

20.1 Entire agreement

This Agreement, together with the Acceptable Use Policy, the Conelo Privacy Notice, and any other Conelo policies incorporated by reference, constitutes the entire agreement between the parties on the subject matter and supersedes any prior or contemporaneous agreements on the subject.

20.2 No waiver

A failure to enforce any provision of this Agreement is not a waiver of that provision. A waiver in one instance is not a waiver in any other.

20.3 Severability

If any provision is held unenforceable, the rest of this Agreement remains in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

20.4 Assignment

Expert may not assign this Agreement, in whole or in part, without Conelo's prior written consent. Conelo may assign this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets, on notice to Expert.

20.5 Notices

Notices to Expert may be sent to the email address on file in Expert's account or by an in-Platform notification. Notices to Conelo must be sent to support@conelo.co, with a copy by certified mail to 1203 N. Washington Ave #1015, Durant, OK 74701.

20.6 Force majeure

Neither party is liable for a delay or failure caused by an event outside that party's reasonable control, including natural disaster, war, terrorism, civil unrest, labor dispute, government action, internet or utility outage, or pandemic, provided the affected party uses reasonable efforts to resume performance.

20.7 Headings

Headings are for convenience only and do not affect interpretation.

20.8 Language

The English version of this Agreement controls. Any translations are provided for convenience.

20.9 Electronic acceptance

Expert acknowledges that clicking to accept this Agreement is the legal equivalent of a handwritten signature. Conelo may retain records of acceptance, including IP address, timestamp, and the version of the Agreement accepted.