TRANSLATION SERVICE AGREEMENT

By consenting and clicking on the consent box ("I agree with the terms"), this Translation Service Agreement ("Agreement") is entered into by You and NEULINKS, a Canadian company ("NEULINKS"), Business Number:75030 3281, and is a legally binding agreement between You and NEULINKS. By Your Consent, You represent and warrant that You have read, understood and expressly agreed to be bound by the terms and conditions contained in this Agreement.

1. DEFINITIONS

   1.1 "NEULINKS" means NEULINKS, a Canadian company ("NEULINKS"), Business Number:75030 3281.

   1.2 "You" shall mean but not be limited to the individual person, program, operating system, end user, entity, electronic agent or system consenting to and entering into this Agreement on the Website.

   1.3 "Source Materials" means the documents, webpages, materials, and other items You provide to NEULINKS for Translation Services under this Agreement.

   1.4 "Translation" means the final, translated version of the Source Materials provided by NEULINKS to the Client.

   1.5 "Delivery Date" shall mean the date that NEULINKS shall provide the Translation to You.

   1.6 "Translation Services" shall mean the License to utilize the NEULINKS translation services You purchase from NEULINKS or the Website.

   1.7 "NEULINKS translation services" shall mean the services provide through the revocable Licenses granted by NEULINKS to You, including but not limited to, the following services: Website Translator, Translation API, Text/Document Translator, Email Translator, Browser Translator, Chat Translator, and any other services offered or to be offered on the Website as revocable Licenses.

   1.8 "Consent" shall mean Your placement of a check mark in the box set forth on the applicable page of the Website indicating Your consent to be bound by this Agreement.

   1.9 "Website" shall mean NEULINKS.com and all pages of NEULINKS.com.

   1.10 "Deposit" shall mean (a) in the event of Translation Services for any duration between one (1) year to five (5) years term an amount equal to three (3) months of the Price of the Translation Services and (b) for any duration of one (1), three (3), or six (6) months an amount equal to one (1) month of the Price of the Translation Service. The Deposit shall be nonrefundable upon NEULINKS’s receipt of the funds and shall be applied to the Price.

   1.11 "Price" shall mean the total amount that You agree to pay to NEULINKS for the granting of the revocable license for the Translation Services payable on a monthly basis.

   1.12 "Modifications" shall mean any revisions, alterations, amendments, changes, modifications or other requests to modify the Source Materials or the Translation by You.

   1.13 "Term" shall mean for Translation Services any period of between one (1) month and five (5) years.

   1.14 "Gist" shall mean a Translation of circa 70% accuracy, sufficient for a user to understand the gist of the translation.

2. FREE TRIAL

   2.1 Free Trial for Translation Service.

   2.1.1 When you sign up new account, you automatically gain the access to Translation Services Free, you can translate up to 5 webpages with the total of less than 100,000 characters to be translated without any charge.

   2.1.2 No billing information is needed to be provided by You to use Translation Services Free.

   2.1.3 You can cancel your free trial at any time by informing NEULINKS via email info@neulinks.com or by submitting online request on contact us page.

   2.1.4 NEULINKS reserves the right to contact You via the contact information You input when You sign up the login in order to collect user feedback to keep improving Translation Services.

   2.1.5 NEULINKS reserves the right to modify, cancel and/or limit the Translation Services Free without notice at any time.

3. PAYMENT and DELIVERY DATES

   3.1 Payment Terms for Advanced Translation Services.

   3.1.1 You hereby agree to pay NEULINKS the Non-Refundable Deposit for NEULINKS’s granting of the revocable license for the use of the Translation Services.

   3.1.2 NEULINKS shall notify You via an email notification the Price for the Translations Services license prior to providing any Translation Services to You.

   3.1.3 You agree that the Price for the Translation Services is owed and earned by NEULINKS upon providing the initial Translation Service to You although the payment of the Price may be made in monthly installments. By way of example, in the event You have agreed to a Price for 12 months of the revocable License for Translation Services payable monthly, the Non-Refundable Deposit and all additional payments for the entire 12 month period is owed to NEULINKS on the first date NEULINKS provides You Translation Services and by Your Consent, you agree to pay the Price to NEULINKS regardless of Your cancellation of the Translation Services.

   3.1.4 You agree to pay NEULINKS interest on any late payments or failure to pay the Price when due at a rate of two percent (2%) per month on any outstanding amounts owed until such late payment or Price with interest is received by NEULINKS.

   3.1.5 Should NEULINKS need to engage the services of a law firm, solicitor, or debt collection agency to collect the late payment or Price and interest from You (collectively "Collection Services"), You agree to pay NEULINKS all costs of such Collection Services when due plus an additional administrative fee of Two Thousand Dollars ($2,000.00) US currency to compensate NEULINKS for collection of the outstanding amounts owed to NEULINKS.

4. TRANSLATION SERVICES.

   4.1 Source Materials.

   4.1.1 You hereby agree to timely provide the Source Materials in a format that is readily accessible and legible to NEULINKS and NEULINKS shall not be liable to You for any damages or in any manner for Your failure to timely provide: (a) the Source Materials; or (b) readily accessible and legible Source Materials.

   4.1.2 Unless otherwise notified and approved by NEULINKS (which approval shall be given or withheld in NEULINKS’s reasonable discretion), NEULINKS shall provide the Translation Services in NEULINKS’s usual and customary practice. For the purposes of this Agreement NEULINKS’s usual and customary practice shall mean that the Translation will be a ‘Gist" translation based on usual and conventional meanings of the information contained in the Source Materials.

   4.1.3 You may provide an approved glossary of terms with the Source Materials, from which NEULINKS may create one or more customized dictionaries (custom terminology). However, any incorrect terms contained in the approved glossary and incorporated into the Translation shall be at Your sole risk (the "Approved Glossary"). To the extent any warranties are provided under this Agreement regarding the Translation, upon Your request of the utilization of an Approved Glossary You provide, NEULINKS specifically disclaims any liability for the Translation incorporating the terms from the approved glossary.

   4.1.4 You hereby represent and warrant that the requested Translation Services are for lawful purposes only. You further represent and warrant not to use the Translation Services or the Translation to translate any Source Materials that include but are not limited to defamatory, obscene, stolen, or other unlawful material (collectively "Unlawful Information"); and/or confidential, proprietary, trademarks or copyrighted information, belonging to a third party (collectively "Proprietary Information"), without the express written authorization of the rightful owner of the Proprietary Information.

5. DEFAULT.

   5.1 Default by You. You will be deemed in default of this Agreement if:

   5.1.1 You fail to pay the Price in immediately available funds;

   5.1.2 You fail to timely submit Source Materials;

   5.1.3 You cause any credit card payments made to be reversed/charged back;

   5.1.4 You submit trademark, copyrighted, confidential, protected or any proprietary information without authority for Translation.

   5.1.5 You fail to perform any material obligation pursuant to the terms of this Agreement; or

   5.1.6 Any of the representations You make during the terms of this Agreement are untrue.

   5.2 Default by NEULINKS. NEULINKS will be deemed in default of this Agreement if after You provide NEULINKS a detailed notice of default including the precise nature of the default (the "Default Notice"), and, the default is not cured within fifteen (15) days or if the nature of the default is such that the default can not be cured within fifteen (15) days, so long as, NEULINKS commences to cure the default within the fifteen (15) days and diligently pursues to cure the default within a reasonable amount of time(the "Cure Period"); the expiration of the Cure Period NEULINKS shall not have:

   5.2.1 Delivered the Translation by the Delivery Date or any Extended Delivery Date subject to any Force Majeure and the Cure Period set forth above.

   5.2.2 NEULINKS fails to perform any of its material obligations pursuant to the terms of this Agreement; or

   5.2.3 Any of the representations NEULINKS makes during the term of this Agreement are untrue.

6. REMEDIES.

   6.1 NEULINKS Remedies for a Buyer Default.

   6.1.1 NEULINKS shall be entitled to and You agree to pay to NEULINKS the Price plus interest at fifteen percent (15%) per annum minus any deposits and payments made by You; and

   6.1.2 NEULINKS shall be entitled to and You agree to pay NEULINKS’s attorneys fees and costs and any costs associated with litigation, arbitration or mediation; and

   6.1.3 NEULINKS shall be entitled to any and all other legal and equitable remedies available to NEULINKS in the event of a Buyer default.

   5.2 Buyer Remedies for NEULINKS Default.

   6.2.1 Buyer shall only be entitled to a refund of moneys paid to or as deposits to NEULINKS for that portion of the Translation Service not provided (the "Refund");

   6.2.2 Buyer hereby expressly waives and releases NEULINKS from any an all Damages, subject to Section 5.2.1 above, arising from a NEULINKS default of this Agreement. Damages shall include, but not be limited to, any and all monetary amounts arising out of or related in any manner to this Agreement whether actual, direct, indirect, consequential, future, expectant, loss profits, punitive or otherwise.

   6.2.3 You further expressly understands and agrees that NEULINKS would not have entered into this Agreement with Buyer if NEULINKS could be found liable for any Damages other than the Refund, and as such NEULINKS relies on You to represent and warrant that You will not pursue any Damages other than the Refund in the event of a NEULINKS Default.

7. TERMINATION. NEULINKS expressly reserves to right to cancel this Agreement at any time upon: (a) written notice to You (the "Cancellation Notice"); and (b) refund of any unexpended amount of the Price after deducting for the Translation Services provided to You.
8. INDEMNIFICATION. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS NEULINKS, ITS OWNERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO LEGAL FEES, EXPERT FEES AND COSTS THAT MAY ARISE OUT OF OR INCIDENT TO THE TRANSLATION, TRANSLATION SERVICES, SOURCE MATERIALS, THIS AGREEMENT, THE WEBSITE, INFRINGEMENT OF COPYRIGHT, TRADEMARK, PATENT, INTELLECTUAL PROPERTY, OR PROPRIETARY RIGHTS OF ANY NATURE WHATSOEVER, AND NOT CAUSED BY THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF NEULINKS. YOU FURTHER ACKNOWLEDGE, AGREE AND WAIVE ANY CLAIMS OF YOURS FOR DAMAGES YOU SUFFER, OR FOR ANY CLAIM AGAINST YOU MADE BY ANY THIRD PARTY, ARISING FROM OR RELATING TO THE TRANSLATION, TRANSLATION SERVICES, SOURCE MATERIALS, THIS AGREEMENT, THE WEBSITE, INFRINGEMENT OF COPYRIGHT, TRADEMARK, PATENT, INTELLECTUAL PROPERTY, OR PROPRIETARY RIGHTS OF ANY NATURE WHATSOEVER REGARDLESS OF THE NATURE OF THE CLAIM, OR THE CAUSE OF ACTION ANDON ANY THEORY OF LIABILITY, EXCEPT FOR ANY CLAIMS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF NEULINKS.
9. WARRANTIES AND DISCLAIMERS. NEULINKS PROVIDES THE TRANSLATION SERVICES, THE TRANSLATION, AND THE LICENSE FOR TRANSLATION SERVICES, WITHOUT WARRANTY OF ANY KIND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WITHOUT MAKING ANY WARRANTIES THAT THE TRANSLATION, AND THE LICENSE FOR MACHINE TRANSLATION SERVICES WILL BE ACCURATE, CORRECT, USABLE, RELIABLE, MEET YOUR EXPECTATIONS, BE UNINTERRUPTED, SECURE, OR TIMELY.
10. CONFIDENTIALITY. This Agreement is subject to the Privacy Policy of NEULINKS which is set forth on the Website.
11. MISCELLANEOUS

    11.1 Choice of Law and Venue. The laws of Canada without giving effect to its choice of law principles shall govern the applicability, interpretation and validity of these Terms and Conditions. You hereby agree that the Provincial and Federal Courts located in Richmond Hill, Ontario in Canada shall be the exclusive venue for any dispute, action, claim or contest arising out of or related in any manner to the Terms and Conditions.

    11.2. Construction. As used in these Terms and Conditions, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context so requires. These Terms and Conditions shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the Party causing these Terms and Conditions or any part of these Terms and Conditions to be drafted. The Parties acknowledge that each Party has reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel. If any words or phrases in this Agreement are stricken or otherwise eliminated, whether or not other words or phrases have been added, these Terms and Conditions shall be construed as if the words or phrases stricken or otherwise eliminated were never included in these Terms and Conditions, and no implication or inference will be drawn from the fact that the words or phrases were stricken or otherwise eliminated.

    11.3 Entire Agreement. These Terms and Conditions are the entire agreement between You and NEULINKS pertaining to Your access and use for any purpose whatsoever of the Website. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the acceptance by You of the Terms and Conditions. NEULINKS may amend, modify, change, revise or alter in any manner NEULINKS deems necessary and its absolute and sole discretion the Terms and Conditions of the Website without notice to You and without Your consent.

    11.4 Section Headings. The section headings in these Terms and Conditions are inserted only for convenience and reference and the parties intend that they shall be disregarded in interpreting these Terms and Conditions.

    11.5. Waiver. No delay or failure by NEULINKS in exercising any of its rights or enforcing any of the provisions of the Terms and Conditions shall constitute a waiver of that right or provision.

    11.6 Force Majeure. No Party shall be liable for any delay or failure in performance of any part of this Agreement (other than obligations to pay money) if the delay or failure in performance is related to unusually severe weather, flood, fire, lightning, epidemic, quarantine restriction, war, sabotage, act of a public enemy, earthquake, insurrection, riot, civil disturbance, strike, work stoppage caused by jurisdictional and similar disputes, restraint by court order or public authority, or action or nonaction by or inability to obtain authorization or approval from any Governmental Authority, or any combination of these causes, which by the exercise of due diligence and foresight such Party could not reasonably have been expected to avoid and which by the exercise of due diligence is unable to overcome (a "Force Majeure Event"). If a Party is unable to perform any part of this Agreement by reason of a Force Majeure Event, the nonperforming Party shall give prompt written notice of such fact to the other Party. In the event of a Force Majeure the Party that is unable to perform shall: (1) exercise all reasonable efforts to continue to perform its obligations under this Agreement; (2) expeditiously take action (if possible) to correct or cure the event or condition excusing performance so that the suspension of performance is no greater in scope and no longer in duration than is dictated by the problem; (3) exercise all reasonable efforts to mitigate or limit damages to the other Party; and (4) provide prompt notice to the other Party of the cessation of the event or condition giving rise to its excuse from performance.