Terms of Service.

Agreement

These Terms constitute a legally binding agreement between you (or, if you are acting on behalf of an organization, that organization) and Belman Ventures, LLC, a Texas limited liability company ("Belman," "we," "our," "us"). References to "you" apply to individual users and, where applicable, to the business or organization you represent.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and the term "you" refers to that organization.

Services

Belman operates the following services:

• belman.ai: our public website, providing information about Belman's products and services.
• Expert Network: a platform that connects businesses with domain experts for AI evaluation and deployment engagements. These Terms govern your use of the Expert Network.
• Nexus: AI evaluation and deployment infrastructure software and hardware delivered under a separate Enterprise Agreement. To the extent of any conflict between these Terms and a Nexus Enterprise Agreement, the Enterprise Agreement controls.

We reserve the right to modify, suspend, or discontinue any service or feature at any time with reasonable notice. Belman is not liable for any modification, suspension, or discontinuation of services.

Eligibility and Accounts

Eligibility

To use the Expert Network, you must be at least 18 years of age and legally capable of forming a binding contract under applicable law. By using the platform, you represent that you meet these requirements.

Account creation

You must provide accurate, current, and complete information when creating an account and keep that information updated. You may not create an account using a false identity, impersonate another person, or use the platform on behalf of an organization without authorization.

Third-party sign-in

You may create or access your account using Continue with Google or Sign in with Apple. If you do, your use of those authentication services is also subject to Google's and Apple's respective terms of service and privacy policies. Belman is not responsible for the acts or omissions of those providers. Revoking Belman's access through your Google or Apple account settings will prevent further sign-in through that provider but does not close your Belman account or delete your data; to close your account, follow the account termination process on belman.ai.

Account security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately if you suspect unauthorized access. Belman is not liable for losses resulting from unauthorized account use that you failed to report promptly.

One account per user

Each individual may hold only one account. Organizations may hold one account per authorized representative, subject to Belman's approval.

Expert Network

Business users

Businesses may use the Expert Network to post AI deployment problems and be matched with domain experts or AI labs for paid engagements. By posting a project, you represent that the description is accurate and that you are authorized to disclose the information provided. You are responsible for evaluating whether any matched expert is appropriate for your needs.

Expert users

Domain experts may apply to join the Expert Network and be considered for engagements. By registering as an expert, you represent that all credentials, experience, and professional information in your profile are accurate and current. You must notify Belman promptly of any material change to your qualifications or availability.

Experts participate in engagements as independent contractors through Belman. Nothing in these Terms or in any engagement creates an employment, partnership, joint venture, or agency relationship between you and Belman.

Platform role

Belman is the contracting party in all Expert Network engagements. Belman is not a passive marketplace. We evaluate expert qualifications, structure engagements, and remain responsible for delivering agreed scope under the applicable engagement agreement.

Engagements

Each engagement between Belman and a business client is governed by a separate Statement of Work, engagement agreement, or order form ("Engagement Agreement") that specifies deliverables, timeline, fees, and any special terms. In the event of a conflict between these Terms and an Engagement Agreement, the Engagement Agreement controls for the scope of that engagement.

Changes to scope, timeline, or fees during an engagement require written agreement from both parties. Verbal agreements regarding changes are not binding.

Belman reserves the right to decline, suspend, or terminate any engagement at its discretion, including where Belman determines that the requested scope presents legal, ethical, or reputational risk.

Fees and Payment

Engagement fees

Fees for engagements are specified in the applicable Engagement Agreement. Payment terms are as stated in that agreement. Unless otherwise specified, invoices are due within 30 days of issuance.

Platform fees

Access to the Expert Network platform may be subject to fees described at the time of account registration or as communicated to you in writing. Belman reserves the right to introduce or modify platform fees with at least 30 days' advance notice to existing users.

Late payment

Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Belman may suspend access to services for accounts with overdue balances.

Taxes

Fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and assessments imposed by any governmental authority on transactions with Belman, other than taxes on Belman's net income.

Disputes

To dispute an invoice, you must notify Belman in writing within 15 days of receipt, specifying the basis for the dispute. Undisputed portions of any invoice remain due and payable on the original due date.

Intellectual Property

Belman property

Belman owns all right, title, and interest in and to the Expert Network platform, the Nexus software, the belman.ai website, and all associated intellectual property, including software, algorithms, designs, trademarks, and documentation. These Terms do not transfer any ownership interest in Belman's intellectual property to you.

Your content

You retain ownership of content you submit to the platform, including project descriptions, expert profiles, and communications. By submitting content, you grant Belman a limited, non-exclusive license to store, display, and use that content to operate and improve the platform and to deliver your engagement.

Engagement deliverables

Ownership of deliverables produced in connection with an engagement (including reports, rule libraries, code, and documentation) is governed by the applicable Engagement Agreement. Unless the Engagement Agreement specifies otherwise, deliverables are provided to the business client under a license, not a transfer of ownership.

Feedback

If you submit suggestions, ideas, or feedback regarding our services, you grant Belman a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation or compensation to you.

Confidentiality

Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with an engagement that is marked as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform obligations or exercise rights under these Terms or the applicable Engagement Agreement; and (c) disclose Confidential Information only to employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as those in this section.

Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) was independently developed by the receiving party without use of Confidential Information; or (d) is disclosed with the disclosing party's prior written consent.

Required disclosure

A party may disclose Confidential Information if required by law, court order, or regulatory authority, provided that (to the extent legally permitted) it gives the disclosing party prompt prior written notice to allow the disclosing party to seek a protective order.

Duration

Confidentiality obligations apply during the term of your account and for three years after account closure or completion of the last engagement, whichever is later. Obligations regarding trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

Prohibited Conduct

You may not use the Expert Network or any Belman service to:

• Violate any applicable law, regulation, or legal obligation.
• Infringe any patent, trademark, copyright, trade secret, or other intellectual property right of any party.
• Misrepresent your identity, credentials, organizational affiliation, or authority to act.
• Post project descriptions or expert profiles that are false, misleading, or fraudulent.
• Solicit, recruit, or engage domain experts identified through the platform for engagements outside the platform in order to avoid platform fees.
• Transmit malware, viruses, or other harmful code.
• Attempt to gain unauthorized access to our systems, accounts, or data.
• Scrape, harvest, or systematically extract data from the platform.
• Use the platform to build a competing service or to evaluate competitors' offerings against Belman's.
• Harass, threaten, or abuse any other user of the platform.

Belman may suspend or terminate your account and pursue applicable legal remedies for any violation of this section.

Disclaimer of Warranties

Belman does not warrant that: (a) the platform will be uninterrupted, error-free, or secure; (b) any defect will be corrected; (c) expert credentials or qualifications are verified to any particular standard beyond Belman's internal screening process; or (d) results obtained from the platform will meet your requirements.

Your use of the platform and any reliance on content, recommendations, or deliverables is at your own risk. Some jurisdictions do not permit the exclusion of certain implied warranties; in those jurisdictions, the foregoing exclusions apply to the fullest extent permitted by law.

Limitation of Liability

In all cases, Belman's total cumulative liability to you for any claim arising out of or related to these Terms or your use of our services will not exceed the total fees paid by you to Belman in the twelve months immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the theory of liability (contract, tort, statute, or otherwise) and even if any limited remedy fails of its essential purpose. Some jurisdictions do not permit certain limitations of liability; in those jurisdictions, Belman's liability is limited to the fullest extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless Belman and its officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of any Belman service; (b) your breach of these Terms or any Engagement Agreement; (c) your violation of any applicable law or regulation; (d) any content or information you submit to the platform; or (e) any dispute between you and any other user of the platform.

Belman reserves the right to assume exclusive control of any matter subject to indemnification, in which case you agree to cooperate with Belman's defense of that claim at your expense.

Governing Law and Dispute Resolution

Governing law

These Terms and any dispute arising from them are governed by the laws of the State of Texas, without regard to its conflict of law provisions.

Informal resolution

Before initiating formal proceedings, you agree to contact Belman and attempt to resolve any dispute informally for at least 30 days.

Binding arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, or validity thereof will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Houston, Texas. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver

You and Belman each agree to resolve disputes only on an individual basis and not as part of any class, consolidated, or representative action. To the extent permitted by law, you waive any right to bring or participate in a class action against Belman.

Exceptions

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Houston, Texas to prevent irreparable harm pending the outcome of arbitration. Claims relating to intellectual property infringement or misuse of confidential information may be brought in court without first pursuing arbitration.

Termination

By you

You may close your account at any time by following the account termination process on belman.ai. Termination does not relieve you of any payment obligations for completed or in-progress engagements.

By Belman

Belman may suspend or terminate your account and access to its services: (a) immediately and without notice for material breach of these Terms, including any violation of Section 9 (Prohibited Conduct); or (b) with 30 days' written notice for any other reason at Belman's discretion.

Effect of termination

Upon termination, your right to access the platform ceases. Active engagements at the time of termination are governed by the applicable Engagement Agreement. Sections 7 (Intellectual Property), 8 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law), and 16 (General) survive termination.

Changes to These Terms

Belman may update these Terms from time to time. If we make material changes, we will provide at least 30 days' advance notice by email to registered account holders or by posting a notice on the platform.

Your continued use of any Belman service after the effective date of updated Terms constitutes your acceptance of those Terms. If you do not agree to the updated Terms, you must stop using the service before the effective date and close your account.

General

Entire agreement

These Terms, together with any applicable Engagement Agreement and our Privacy Notice, constitute the entire agreement between you and Belman with respect to the subject matter herein and supersede all prior or contemporaneous agreements, representations, or understandings.

Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms continue in full force and effect.

No waiver

Belman's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Belman to be effective.

Assignment

You may not assign or transfer your rights or obligations under these Terms without Belman's prior written consent. Belman may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets, with notice to you.

Force majeure

Belman is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, government action, labor disputes, power outages, or failures of third-party infrastructure.

Notices

Notices from Belman to you will be delivered to the email address associated with your account. Notices from you to Belman must be submitted in writing via our contact form. Notices are effective upon delivery.

Contact

For questions about these Terms, to report a violation, or to submit a legal notice, contact us.