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This AI Expert Agreement (the “Agreement”) sets out the rights and obligations of Users who register as AI Experts on the NeironHub Platform. It is Schedule F to, and is governed by, the NeironHub Terms of Service (the “ToS”). By registering as an AI Expert, completing the review process, or submitting a proposal, you (“AI Expert,” “you”) agree to be bound by this Agreement. Capitalized terms not defined here have the meanings given in the ToS.

1. Independent Contractor Status

No employment relationship. The AI Expert is an independent contractor and not an employee, partner, joint venturer, or agent of NEIRONHUB INC or of any Client. Nothing in this Agreement creates an employment, partnership, or agency relationship, and the AI Expert has no authority to bind NeironHub.

Control and tools. Except for the specifications in each Project, the AI Expert controls the manner, means, and location of performing services and supplies their own tools, equipment, and workspace.

Insurance. The AI Expert is encouraged to maintain professional liability (errors & omissions) and general liability insurance. NeironHub provides no insurance coverage for the AI Expert’s activities.

2. Review and onboarding

Review process. AI Experts must complete NeironHub’s applicable review process before being approved to participate in the AI Expert network. The process is rigorous and may include review of relevant experience, technical depth, project history, portfolio materials, a technical interview, communication quality, project readiness, references, and Platform compliance requirements. NeironHub may deny, limit, suspend, or revoke AI Expert status if an applicant or AI Expert does not meet or maintain NeironHub’s standards.

Payment onboarding. Before receiving any payout, AI Experts must complete Stripe Connect onboarding, including identity verification, KYC, tax, and payout-method verification. Stripe Connect onboarding supports payment, KYC, and payout eligibility only and does not constitute Stripe verification of an AI Expert’s technical skills or professional qualifications.

Ongoing compliance. AI Experts must keep profile, qualification, and compliance information accurate and current, and must promptly notify NeironHub of material changes to their qualifications, legal status, or compliance standing. Material misrepresentation may result in immediate removal from the AI Expert network.

3. Account and conduct

Account security. The AI Expert is responsible for safeguarding account credentials and for all activity under the Account, and must promptly report any unauthorized use or security incident.

Accurate information. The AI Expert warrants that profile, proposal, and communication information is accurate, current, and not misleading. P

rofessional conduct. The AI Expert will maintain professional standards, communicate through the Platform for Project-related matters, and respond to Client inquiries within a reasonable time.

Policy compliance. The AI Expert agrees to comply with all Platform Policies, including the Acceptable Use & AI Policy and the Privacy Policy, which are incorporated by reference.

4. Projects and deliverables

Binding offer. Submitting a proposal through the Platform is a binding offer to perform services. Client acceptance forms a Project governed by this Agreement, the ToS, and the proposal and brief.

Scope and acceptance criteria. The AI Expert must review Project requirements, clarify ambiguities before acceptance, and ensure each milestone has clearly documented acceptance criteria. Scope changes require mutual written agreement through the Platform.

Delivery and revisions. The AI Expert must deliver each milestone by the agreed deadline, upload Deliverables through the Platform, and address reasonable revision requests within the agreed correction window. If no correction window is specified in the Project terms, the AI Expert must use commercially reasonable efforts to correct verified non-conformities within ten (10) business days.

Quality. Services must be performed with professional diligence consistent with industry standards. The AI Expert provides a limited performance warranty for thirty (30) days following acceptance, as described in Section 8.

Communication and non-circumvention. The AI Expert must conduct Project communications and payments through the Platform and must not solicit or accept off-Platform payment or otherwise circumvent Platform fees or safeguards, as further described in the ToS and the Payment, Milestone Protection & Refund Terms.

5. Intellectual property

Ownership of Deliverables. Unless the parties expressly agree otherwise in writing through the Platform, upon full payment of the applicable Project or milestone fees, and except for AI Expert pre-existing materials, third-party materials, open-source components, and separately identified tools or frameworks, the Client owns the Deliverables and AI Outputs specifically created for the Client under the Project.

Pre-existing materials. The AI Expert retains ownership of pre-existing tools, frameworks, methodologies, templates, know-how, and reusable components used to create the Deliverables, and grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use such pre-existing materials solely as incorporated into the Deliverables.

Moral rights. To the extent permitted by law, the AI Expert waives moral rights in the Deliverables as incorporated into the Client’s permitted use.

Third-party and open-source components. The AI Expert must disclose all third-party AI models, APIs, pre-trained models, and open-source components in Deliverables, with their licenses, in the proposal or milestone documentation and in any event before delivery. No “copyleft” code (for example, GPL-2.0 or GPL-3.0) may be included without the Client’s prior written consent.

Training data and inputs. For AI/ML work, the AI Expert warrants that training data, datasets, and models comply with applicable law and do not infringe third-party rights, must document data sources, and must obtain Client approval for external datasets. The AI Expert must not use data obtained through prohibited scraping or in violation of data-protection laws, terms of service, or robots.txt directives.

Subject to limitations. All ownership and license rights are subject to applicable law, third-party rights, open-source licenses, AI model provider terms, and any limitations disclosed in the Project terms. AI Outputs may not be unique, and NeironHub does not guarantee that any Deliverable or AI Output is unique, copyrightable, registrable, protectable, or non-infringing.

6. Payment, commission, and taxes

Commission. The AI Expert authorizes NeironHub to deduct the commission disclosed in the accepted proposal, Statement of Work, and applicable payment record from each release. The disclosed commission covers payment processing, Platform access, the protected milestone payment workflow, dispute support, and Platform support.

Release timing. After Client acceptance, auto-acceptance, or dispute resolution, NeironHub instructs payout release within two (2) business days, subject to payment clearing, KYC, tax, fraud, sanctions, and processor requirements, as detailed in the Payment, Milestone Protection & Refund Terms.

Refunds and chargebacks. The AI Expert may be responsible for refunds or chargebacks arising from non-delivery, material non-conformity, or breach of warranty, as described in the Payment, Milestone Protection & Refund Terms.

Taxes. The AI Expert is solely responsible for all taxes on amounts earned, must provide valid tax documentation, and acknowledges that missing documentation may result in withholding or held payouts. NeironHub does not provide tax advice.

7. Confidentiality and data handling

Mutual confidentiality. Non-public information exchanged in connection with a Project is Confidential Information. Each party must use it only for Project purposes, protect it with at least reasonable care, and not disclose it without the other party’s consent. Standard exceptions apply for information that is public, already known, independently developed, or required to be disclosed by law (with notice where permitted).

Automatic confidentiality. These mutual confidentiality obligations apply automatically from the earlier of Project acceptance or the first exchange of non-public information, without a separate signature, and survive for three (3) years after Project completion (indefinitely for trade secrets).

Security and data handling. The AI Expert must follow NeironHub’s security, confidentiality, and data-handling requirements when accessing or handling Client data, including using approved Platform tools and communication channels, applying reasonable technical and organizational safeguards (such as access controls and encryption where appropriate), securely disposing of Confidential Information after Project completion, and promptly reporting security incidents. When handling personal data, the AI Expert must comply with applicable data-protection laws and execute a data processing addendum if required by the Client.

Subcontractors. The AI Expert may not delegate work or engage subcontractors without the Client’s prior written consent and NeironHub’s prior approval through the Platform; approved subcontractors must be bound by confidentiality and other obligations no less protective than this Agreement, and the AI Expert remains fully responsible for their work and compliance.

No training on Client data. The AI Expert may not use Client Confidential Information, Client data, Project materials, Deliverables, or uploaded files to train, fine-tune, evaluate, or improve any AI model or external system, except as expressly authorized by the Client in writing through the Platform and only as necessary for the Project.

External AI tools. The AI Expert must not submit Client Confidential Information, regulated data, uploaded files, source code, credentials, or proprietary materials to third-party AI tools or model providers unless such use is disclosed, necessary for the Project, permitted by the Client, and compliant with the Privacy Policy, the Acceptable Use & AI Policy, and applicable law.

Portfolio and marketing. The AI Expert may not use Client names, logos, Project descriptions, Deliverables, screenshots, or case studies for marketing or portfolio purposes without the Client’s prior written consent.

8. Warranties

Performance warranty. The AI Expert warrants that Deliverables will conform to documented acceptance criteria, be free from material defects, be of professional quality, and perform substantially as intended for thirty (30) days after acceptance, and will correct non-conformities discovered during that period at no additional cost.

IP and compliance warranties. The AI Expert warrants that Deliverables do not infringe third-party rights, that the AI Expert holds all rights necessary to grant the licenses in Section 5, that Deliverables are free of malware and malicious code, and that the AI Expert complies with applicable laws including export controls and sanctions.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 8, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” NEIRONHUB MAKES NO WARRANTIES REGARDING THE PLATFORM AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS FURTHER PROVIDED IN THE ToS.

9. Indemnification and liability

AI Expert indemnity. The AI Expert will indemnify, defend, and hold harmless NeironHub, the Client, and their respective officers, directors, employees, and agents from third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from the AI Expert’s breach of this Agreement, infringement of third-party rights, violation of law, gross negligence or willful misconduct, or unauthorized disclosure of Confidential Information.

Liability between Users. Except for breaches of confidentiality, indemnification obligations, unauthorized use of Client data, unauthorized AI model training or fine-tuning, misuse of Client materials, intentional misconduct, or other liability that cannot be limited by law, neither the AI Expert nor the Client will be liable to the other for amounts exceeding the fees paid or payable for the Project giving rise to the claim, and neither will be liable for indirect, incidental, special, consequential, or punitive damages. NeironHub’s liability is governed exclusively by the ToS.

10. Suspension, removal, and termination

Removal for cause. NeironHub may suspend or remove an AI Expert from the network for material breach of this Agreement or the ToS, violation of law, fraud, a pattern of poor performance or Client complaints, failure to maintain review or compliance requirements, or conduct that harms NeironHub or other Users.

Termination for convenience. Either party may terminate this Agreement on thirty (30) days’ written notice; active Projects must be completed or wound down separately. On termination, Platform access is revoked, pending Projects are completed or cancelled with appropriate refunds, outstanding amounts are settled, and Confidential Information is returned or destroyed.

Survival. Sections 5 (IP), 6 (Payment, Commission, and Taxes), 7 (Confidentiality), 8 (Warranties), and 9 (Indemnification and Liability) survive termination.

11. Dispute resolution and general provisions

Dispute resolution. Disputes are governed by the dispute-resolution, arbitration, class-action-waiver, governing-law, and venue provisions of the ToS. Either party may seek injunctive relief for breaches of confidentiality or IP rights. Nothing limits non-waivable consumer-protection rights.

Third-party beneficiaries. Clients are express third-party beneficiaries of the AI Expert’s obligations under Sections 4, 5, 7, and 8 for the Projects to which they are a party, and may enforce those provisions directly.

General. This Agreement, together with the ToS and incorporated Policies, is the entire agreement regarding AI Expert services. NeironHub may update it with thirty (30) days’ notice; material changes affecting active Projects require affirmative consent. The AI Expert may not assign this Agreement without consent; NeironHub may assign it in a corporate transaction. If any provision is unenforceable, the remainder stays in effect. The English version controls.

NeironHub Inc.

2101 5th Avenue, 4S

New York, NY 10027

USA