1. Independent Contractor Status

1.1 No Employment Relationship. AI Expert is an independent contractor and not an employee, partner, joint venturer, franchisee, or agent of NeironHub, INC. (a Delaware corporation) or any Client. Nothing in this Agreement creates an employment relationship, and AI Expert has no authority to bind NeironHub.

1.2 Tax Obligations. AI Expert is solely responsible for all taxes, including but not limited to federal and state income taxes, self-employment taxes, payroll taxes, GST/HST/PST, CPP/QPP, EI premiums, workers' compensation insurance, and any other statutory remittances or benefits applicable in AI Expert's jurisdiction.

1.3 Control of Work. Except for the specifications set forth in each Project agreement, AI Expert retains full control over the manner, means, methods, and location of performing services. AI Expert supplies their own tools, equipment, and workspace, and assumes all overhead costs associated with performing services.

1.4 Professional Insurance. AI Expert is encouraged to maintain appropriate professional liability insurance and general liability insurance. NeironHub provides no insurance coverage for AI Expert's activities.

2. AI Expert Verification & Trust Criteria

To maintain marketplace quality and trust, AI Experts must meet and continuously maintain the following verification requirements. NeironHub maintains a rigorous vetting process with an approximately 90% rejection rate to ensure only qualified experts join the platform:

2.1 Badge Revocation. NeironHub reserves the right to revoke "Verified Expert" badges, suspend listings, or terminate accounts that fail to maintain these verification criteria or that receive consistent negative feedback from Clients.

2.2 Ongoing Verification. AI Experts must update verification information annually and immediately notify NeironHub of any material changes to their qualifications, legal status, or compliance standing.

3. Platform Access & Account Responsibilities

3.1 Account Security. AI Expert is responsible for maintaining the confidentiality of account credentials and for all activities under their account. AI Expert must immediately notify NeironHub of any unauthorized use or security breach.

3.2 Accurate Information. AI Expert warrants that all information provided in their profile, proposals, and communications is accurate, current, and not misleading. Material misrepresentations may result in immediate account termination.

3.3 Professional Conduct. AI Expert agrees to maintain professional standards of conduct, respond to Client inquiries within 24 hours during business days, and use the Platform's communication and project management tools for all Project-related activities.

3.4 Compliance with Platform Policies. AI Expert agrees to comply with all NeironHub Platform Policies as updated from time to time, including but not limited to the Acceptable Use & AI Policy, Data Security Standards, and Privacy Policy. These policies are incorporated into this Agreement by reference and are available on the Platform. AI Expert acknowledges receipt of and agrees to review all Platform Policies regularly.

4. Project Formation & Deliverables

4.1 Binding Offer. Submitting a proposal through the Platform constitutes a binding offer to perform services. Acceptance by the Client forms a Project Contract governed by this Agreement, the ToS, and the specific terms outlined in the proposal and Project brief.

4.2 Project Scope & Requirements. AI Expert must carefully review all Project requirements and clarify any ambiguities before accepting a Project. Once accepted, scope changes require mutual written agreement through the Platform's project management tools.

4.3 Milestones & Deadlines. AI Expert agrees to deliver each milestone by the agreed deadline and upload all Deliverables via the Platform's secure file transfer system. NeironHub's project monitoring systems track progress to ensure timely delivery.

4.4 Quality Standards. All services must be performed with professional diligence and in accordance with industry best practices and standards applicable to AI/ML development. Deliverables must be production-ready unless otherwise specified as proof-of-concept or prototype work.

4.5 Testing Environment. Where applicable, AI Expert may utilize NeironLab, NeironHub's secure testing environment, to prototype and test AI solutions before deployment. Use of such testing environments is subject to separate usage terms and security requirements.

5. Intellectual Property Rights

5.1 License Grant to Client. AI Expert retains all ownership rights, title, and interest in and to the Deliverables, including all intellectual property rights therein. Upon receipt of full payment for a milestone, AI Expert grants to Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, prepare derivative works of, distribute, publicly display, and publicly perform the Deliverables for Client's business purposes. Client may sublicense these rights to its affiliates, contractors, and end-users as reasonably necessary for Client's business operations.

5.2 Moral Rights Waiver. AI Expert waives all moral rights, rights of integrity, rights of attribution, and similar rights in the Deliverables to the fullest extent permitted by applicable law.

5.3 Pre-Existing Intellectual Property. AI Expert retains ownership of any background technology, libraries, frameworks, tools, or templates created independently outside the Project ("Pre-Existing IP"). AI Expert grants Client an irrevocable, perpetual, royalty-free, non-exclusive license to use such Pre-Existing IP solely as embedded in or necessary for use of the Deliverables.

5.4 Third-Party Components. AI Expert must disclose all open-source software, third-party libraries, APIs, pre-trained models, and other third-party components included in Deliverables, along with their respective licenses. No GPL-2.0, GPL-3.0, or other "copyleft" code may be included without Client's express prior written consent. AI Expert warrants compliance with all third-party license terms.

5.5 Training Data & Models. For AI/ML Projects, AI Expert warrants that all training data, datasets, and pre-trained models used comply with applicable data protection laws and do not infringe third-party intellectual property rights. AI Expert must document data sources and obtain Client approval for any external datasets.

5.6 Excluded Materials. Notwithstanding the above, Client does not acquire rights to: (i) AI Expert's general knowledge and skills, (ii) AI Expert's development tools and methodologies used but not delivered, or (iii) improvements to AI Expert's Pre-Existing IP that are separable from the Deliverables.

6. Payment Terms & Commission Structure

6.1 Escrow System. All Project payments are processed through Stripe escrow. Client deposits funds for each milestone before work begins. Funds are held securely in escrow and released to AI Expert upon Client approval of milestone Deliverables, typically within 2 business days of approval.

6.2 Platform Commission. AI Expert authorizes NeironHub to deduct a 20% commission from each escrow release. This commission is all-inclusive and covers Stripe payment processing fees, platform maintenance, matching services, security infrastructure, and dispute resolution services. No additional platform fees apply.

6.3 Payment Timing. Upon Client approval of a milestone, NeironHub releases payment (minus the 20% commission) to AI Expert's verified Stripe Connect account within 2 business days. AI Expert is responsible for any additional fees imposed by their banking institution.

6.4 Currency & Exchange Rates. All payments are processed in USD unless otherwise agreed. For Projects quoted in other currencies, the exchange rate is locked at Project initiation. NeironHub is not responsible for currency fluctuations after rate lock.

6.5 Payment Disputes. If Client disputes a milestone delivery, the escrow funds are frozen pending resolution. Both parties must engage in good faith dispute resolution through NeironHub's mediation process before escalating to arbitration per Section 11. The Platform's monitoring systems provide early intervention to help prevent disputes.

6.6 Refunds & Chargebacks. AI Expert may be liable for refunds or chargebacks arising from: (i) Non-Delivery (complete failure to deliver milestone), (ii) Material Non-Conformity (Deliverable substantially fails to meet documented requirements), or (iii) breach of warranty.

6.7 Invoicing. NeironHub automatically generates invoices and tax documentation for all transactions. AI Expert must maintain accurate tax information in their account settings.

7. Confidentiality & Data Security

7.1 Mutual Confidential Information. All non-public information exchanged between AI Expert and Client in connection with a Project, including but not limited to business plans, technical specifications, data, code, algorithms, models, methodologies, tools, proprietary techniques, and business information, constitutes "Confidential Information." Each party ("Receiving Party") agrees to: (i) use Confidential Information of the other party ("Disclosing Party") solely for Project purposes, (ii) protect it with at least the same degree of care used for Receiving Party's own confidential information (but no less than reasonable care), and (iii) not disclose it to third parties without prior written consent of the Disclosing Party. This mutual confidentiality obligation applies equally to both AI Expert and Client.

7.1A Exceptions to Confidentiality. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement, (ii) was rightfully in the Receiving Party's possession before disclosure, (iii) is rightfully received from a third party without breach of confidentiality obligations, (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (v) is required to be disclosed by law or court order (provided the Receiving Party gives prompt notice to allow the Disclosing Party to seek protective measures).

7.2 Security Requirements. AI Expert must implement and maintain security measures consistent with NeironHub's SOC2 Type II requirements, including: (i) encryption of data in transit and at rest, (ii) secure access controls, (iii) regular security updates, (iv) secure disposal of Confidential Information after Project completion, and (v) immediate notification of any security incidents.

7.3 Data Protection Compliance. When handling personal data, AI Expert must comply with all applicable data protection laws including GDPR, CCPA, PIPEDA, PIPA, and Law 25 (Quebec). AI Expert acts as a data processor and must execute a Data Processing Addendum if required by Client.

7.4 Subcontractors. AI Expert may not engage subcontractors or delegate work without Client's prior written consent. Any approved subcontractors must execute confidentiality agreements no less protective than this Agreement.

7.5 Duration. Confidentiality obligations survive for three (3) years following Project completion, except that obligations concerning trade secrets continue indefinitely or until the information ceases to qualify as a trade secret.

7.6 NeironHub Security Infrastructure. AI Expert acknowledges that NeironHub maintains SOC2 Type II compliant infrastructure, end-to-end encryption, and secure collaboration tools. AI Expert agrees to utilize Platform tools for file sharing and communications to maintain security standards.

7.7 Automatic NDA Activation. The mutual confidentiality obligations in this Section 7 automatically apply from the earlier of: (a) Project acceptance by both parties, or (b) the date parties first exchange non-public information in connection with a potential Project, including during discovery calls, proposal discussions, or requirements gathering. No separate NDA signature is required. By accepting a Project, both AI Expert and Client agree to these mutual confidentiality terms. Clients acknowledge and agree to these terms when confirming a Project through the Platform or when engaging in pre-Project discussions with AI Experts.

8. Representations, Warranties & Disclaimers

8.1 Performance Warranty. AI Expert warrants that all Deliverables will: (i) conform to documented specifications and requirements, (ii) be free from material defects, (iii) be of professional quality, and (iv) perform substantially as intended for thirty (30) days following Client acceptance. AI Expert will promptly correct any non-conformities discovered during this warranty period at no additional cost.

8.2 Intellectual Property Warranty. AI Expert warrants that: (i) Deliverables and all components thereof do not infringe any third-party intellectual property rights, (ii) AI Expert has all necessary rights to grant the licenses and assignments in Section 5, (iii) Deliverables are free of viruses, malware, backdoors, and malicious code, and (iv) training data and AI models comply with all applicable laws and license terms.

8.3 Professional Standards. AI Expert warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for similar AI/ML services.

8.4 No Conflicts. AI Expert represents that entering into this Agreement and performing services does not conflict with any other agreement or obligation AI Expert may have.

8.5 Compliance Warranty. AI Expert warrants compliance with all applicable laws, including export controls, sanctions, anti-bribery, data protection, and AI ethics regulations.

8.6 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, AI EXPERT PROVIDES SERVICES AND DELIVERABLES "AS IS" WITHOUT WARRANTY OF ANY KIND. NEIRONHUB MAKES NO WARRANTIES REGARDING THE PLATFORM AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Indemnification & Liability

9.1 AI Expert Indemnity. AI Expert agrees to indemnify, defend, and hold harmless NeironHub, Client, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (i) breach of this Agreement, (ii) infringement of intellectual property rights, (iii) violation of applicable laws, (iv) gross negligence or willful misconduct, or (v) unauthorized disclosure of Confidential Information.

9.2 Indemnification Process. The indemnified party must: (i) promptly notify AI Expert of any claim, (ii) provide reasonable cooperation, and (iii) allow AI Expert to control defense and settlement (provided settlements do not admit liability or impose obligations on indemnified party without consent).

9.3 Limitation of Liability Between AI Expert and Client. EXCEPT FOR BREACHES OF SECTION 7 (CONFIDENTIALITY) OR SECTION 9.1 (INDEMNIFICATION), IN NO EVENT SHALL AI EXPERT'S OR CLIENT'S AGGREGATE LIABILITY TO EACH OTHER EXCEED THE TOTAL FEES PAID OR PAYABLE TO AI EXPERT FOR THE SPECIFIC PROJECT GIVING RISE TO LIABILITY. This limitation does not apply to NeironHub, whose liability is governed exclusively by the limitation of liability provisions in the NeironHub Terms of Service.

9.4 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

9.5 Exceptions. The limitations in Sections 9.3 and 9.4 do not apply to: (i) indemnification obligations, (ii) breaches of confidentiality, (iii) infringement of intellectual property rights, (iv) gross negligence or willful misconduct, or (v) liabilities that cannot be limited by law.

9.6 Insurance. AI Expert is encouraged to maintain professional liability insurance (errors & omissions) and general liability insurance with coverage of at least $1,000,000 per occurrence.

10. Term & Termination

10.1 Account Term. This Agreement becomes effective when AI Expert creates an account and remains in effect until terminated by either party.

10.2 Project Completion. Individual Project Contracts terminate upon: (i) completion of all milestones and final payment, or (ii) earlier termination by mutual agreement with appropriate refunds processed through escrow.

10.3 Termination for Cause by NeironHub. NeironHub may immediately suspend or terminate AI Expert's account for: (i) material breach of this Agreement or ToS, (ii) violation of law, (iii) fraudulent activity, (iv) pattern of poor performance or Client complaints, (v) failure to maintain verification requirements, or (vi) conduct that harms NeironHub's reputation or other users.

10.4 Termination for Convenience. Either party may terminate this Agreement without cause upon thirty (30) days' written notice. Such termination does not affect ongoing Project Contracts, which must be completed or terminated separately.

10.5 Effect of Termination. Upon termination: (i) AI Expert's access to the Platform is revoked, (ii) all pending Projects must be completed or cancelled with appropriate refunds, (iii) all outstanding payments are settled, (iv) Confidential Information must be destroyed or returned, and (v) AI Expert must cease using NeironHub marks and materials.

10.6 Survival. Sections 5 (IP Rights), 6.6 (Refunds), 7 (Confidentiality), 8 (Warranties), 9 (Indemnification), 11 (Dispute Resolution), and 12 (General Provisions) survive termination.

11. Dispute Resolution & Governing Law

11.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles, as specified in the NeironHub Terms of Service.

11.2 Informal Resolution. Before initiating formal proceedings, parties agree to attempt good faith resolution through NeironHub's internal dispute resolution process facilitated by the Platform's support team.

11.3 Mediation. If informal resolution fails within thirty (30) days, parties agree to participate in mediation administered by a mutually agreed mediator or mediation service. Mediation costs are shared equally.

11.4 Arbitration. Any dispute not resolved through mediation shall be settled by binding arbitration in accordance with the arbitration provisions set forth in the NeironHub Terms of Service. The seat of arbitration shall be New York, New York, as specified in the master Terms of Service.

11.5 Class Action Waiver. Parties agree to resolve disputes individually. AI Expert waives any right to participate in class actions, class arbitrations, or representative proceedings, as set forth in the master Terms of Service.

11.6 Exceptions. Either party may seek equitable relief (injunctions, specific performance) in courts of competent jurisdiction for breaches of confidentiality or intellectual property rights.

11.7 Consumer Protection. Nothing in this Section limits any non-waivable consumer protection rights AI Expert may have under applicable law.

12. General Provisions

12.1 Entire Agreement. This Agreement, together with the NeironHub Terms of Service and all Platform Policies incorporated by reference therein (including but not limited to the Acceptable Use & AI Policy, Privacy Policy, and Data Security Standards), constitutes the entire agreement between parties regarding AI Expert services and supersedes all prior agreements and understandings.

12.2 Amendments. NeironHub may update this Agreement with thirty (30) days' notice posted via dashboard notification and email. Continued use of the Platform after the effective date constitutes acceptance. Material changes affecting active Projects require affirmative consent.

12.3 Assignment. AI Expert may not assign, delegate, or transfer any rights or obligations under this Agreement without NeironHub's prior written consent. NeironHub may assign this Agreement in connection with a merger, acquisition, or sale of assets. This Agreement binds and benefits permitted successors and assigns.

12.4 No Waiver. Failure to enforce any provision does not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

12.5 Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be reformed to achieve the parties' intent to the extent possible.

12.6 Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control (natural disasters, war, terrorism, pandemics, government actions, utility failures, internet disruptions), provided the affected party promptly notifies the other and uses reasonable efforts to mitigate impact.

12.7 Notices. All notices must be in writing and delivered via: (i) Platform messaging system, (ii) email to registered email address, or (iii) certified mail to registered address. Notices are deemed received upon delivery.

12.8 Relationship of Parties. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Neither party may bind the other or incur obligations on the other's behalf.

12.9 Third-Party Beneficiaries. This Agreement is for the benefit of NeironHub and AI Expert only. No third party has any right to enforce any provision of this Agreement, except that Clients are express third-party beneficiaries of AI Expert's obligations under Sections 4 (Project Formation & Deliverables), 5 (Intellectual Property Rights), 7 (Confidentiality), and 8 (Warranties) for active Project Contracts to which they are a party. Clients may enforce these specific provisions directly against AI Expert but are not parties to this Agreement and have no other rights or obligations hereunder.

12.10 Export Compliance. AI Expert agrees to comply with all export control laws and regulations, including U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and Office of Foreign Assets Control (OFAC) sanctions. AI Expert will not provide services involving export-controlled technology to prohibited destinations or parties.

12.11 Compliance with Laws. AI Expert agrees to comply with all applicable federal, state, provincial, and local laws, including anti-discrimination, anti-bribery, labor, environmental, and data protection laws.

12.12 Language. This Agreement is executed in English. Any translation is for convenience only, and the English version controls in case of conflict.