Terms of Use

Effective Date:  December 20, 2010

Welcome to NeuLexa.com, a web site (the “Website”) operated by NeuLexa Corp. and its subsidiaries (collectively, “NeuLexa,” “we” or us”) to facilitate the exchange of information, materials, data, files, programs, ideas and opinions among its users in order to collaborate and transact on various projects.

By accessing or otherwise using any webpage, feature, software, application, program, plug-in, or service available through NeuLexa.com, (hereinafter collectively the “Services”), or by clicking the “Sign Up” button during the registration process, you agree to become a NeuLexa user (“User”) and be bound by our Privacy Policy, Fee Schedule (Addendum A) and the terms and conditions contained herein.

You acknowledge that NeuLexa may amend these terms including the attached Fee Schedule (Addendum A) and the Privacy Policy by notifying you via your registered e-mail address 30 days prior to the effective date (“Effective Date”) of any amended terms.  You agree that such e-mail notification shall constitute reasonable notice of such amendment, and that your continued use of the Website after the Effective Date shall be deemed acceptance of such amendment.

ELIGIBILITY

To access the Services, you must be a duly formed legal entity in good standing or a natural person of 18 YEARS OF AGE OR OLDER.

USER AND OUR RESPONSIBILITIES

When posting or exchanging content, all users must comply with applicable laws and rules. We treat user content confidential and will use commercially reasonable efforts to protect the confidentiality of such user content.  Publication of user content on our website does not imply our consent, approval, verification of accuracy or legality, or responsibility for such content.

You are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under your account.  You agree to immediately notify us of any unauthorized use of your account or any other breach of security.  You acknowledge that we cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

Professionals agree that NeuLexa may, in its reasonable effort to maintain a minimum level of professional quality and competence on the site, audit the accuracy and truthfulness of their profiles and credentials posted or otherwise represented on the site.

USER REPRESENTATIONS AND WARRANTS

Depending on your activities on the Website, you may be a client (“Client”) who receives services from another User and/or a service provider (“Provider”) who provides services to another User.  You may be rendering services to one User on one project while receiving services from another User on a different project.  

As a Client, you represent and warrant that you or the entity you duly represent has the legal capacity to enter into a service agreement with your counterparty and the financial capacity to fulfill the payment obligations pursuant to the service agreement.

As a Provider, you represent and warrant that you or the entity you represent possesses the requisite license(s), authority and skills to perform any service(s) requested by a Client and the legal capacity to enter into a legally binding relationship with your counterpart.  You further represent and warrant that your profile information posted on the Website is true and correct and will use commercially reasonable efforts to update and maintain the accuracy of your profile information so as not to mislead or deceive other users on the Website.  You agree that your services or activities on the Website comply with any and all relevant and applicable laws, regulations, and ethical codes and rules.

CONFIDENTIALITY OF USER DATA

To the extent the information, messages, data, files, and materials (“User Content”) exchanged between Clients and Providers or uploaded for storage are intended to be confidential (e.g. attorney-client privileged information, attorney work products) and not waived (by conduct or agreement) by the Users, NeuLexa agrees to use commercially reasonable efforts to secure the confidentiality of such User Content.  We do not review any User Content except to scan it for viruses or malware that may harm the Website.

We shall use commercially reasonable efforts to notify you of any security breach of your confidential data within a reasonable time of our learning of such incident. 

PAYMENTS AND FEES

 We offer three different membership plans with different privileges to our Users.  Basic membership plan with limited privileges is free to all registered users.  Under Premium membership plan, Users pay a monthly recurring membership fee for an expanded set of privileges including an increased allowed amount of data transferred to and from the Website and data storage used.  By default, the membership fee, any applicable taxes,will be assessed against your validated credit card/PayPal account on a recurring monthly basis.  However, you may cancel this default option by going to your Profile Settings.  Please contact NeuLexa (contact@neulexa.com) for the Enterprise membership plan.

We also offer a Transaction service (i.e. a payment service) to collect and disburse funds between the Client and the Provider.  NeuLexa charges the Provider a service fee and payment processing cost to cover our handling fees and processing costs incurred with third party payment processors such as credit card companies and banks. These fees and costs will be deducted from payments made to a Provider for milestones completed through the Website, prior to the transfer of funds to the Provider.  In addition, prior to posting a new project, the Client is required to pay an activation fee using a validated credit card (See Fee Schedule). 
 
You agree that we are acting solely as an intermediary between clients and service providers with respect to the collection of fees.  Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do not offer tax advice to our Users including clients and service providers.

 While NeuLexa allows various methods of payments, you acknowledge that the different payment methods require different periods for the clearing of funds due to constraints of the financial institutions.  As specified in the Fee Schedule, NeuLexa provides several payment methods from which the User may select for the transfer or receipt of funds from NeuLexa, and such payment methods may be restricted by the physical location of the Users, i.e. inside or outside of U.S. 

When Client transfers funds to NeuLexa for the purpose of paying a Provider using the Transaction service, Client represents and warrants to Neulexa that Client has completely reviewed and fully accepted the service rendered by the Provider.  As such, Client agrees that its instructions to Neulexa to pay its Provider is irrevocable.  Accordingly, once NeuLexa processed the payment to the Provider, Client agrees not to request its payment processors such as credit card company, bank or otherwise to reverse charges for any reason.  If Client violates this clause, Client agrees to repay NeuLexa for such amounts, plus reasonable attorney’s fees and collection costs.

Clients

Once you engaged a Provider or Professional who responded to your project proposal submitted via our platform, you are required to make payments to such Professional through NeuLexa pursuant to the terms herein for such project.  If you decide to opt-out of this requirement, you will be obligated to pay NeuLexa an Opt Out fee per the Fee Schedule, which you agree is reasonable to compensate NeuLexa for the loss of revenue during this six-month period.  We note that Professionals, not Clients, are responsible for the Transaction Fees.  See Fee Schedule below.

You will be informed of the payment status in the Milestone area of the Transaction module of your Dashboard.  The various payment statuses are defined as follows:

1.         “Payment Initiated” – Client has initiated payment to Provider for the completion of an agreed milestone and NeuLexa is awaiting receipt of funds and/or processing payment to the Provider.

2.         “Complete” – NeuLexa has received funds from the Client and has initiated payment to the Provider.

How to make payments to Provider using the Transaction Service

A.        ACH (US clients only)

1.        Contact your bank for specific information about arranging an ACH transfer from your bank directly to NeuLexa’s bank account.

2.         Make the transfer payable to NeuLexa and include your NeuLexa username (i.e. your registered email address) and NeuLexa Account Number in the reference area.  Your Neulexa Account Number is displayed at the top of your Account Activity page beginning with the letters “NL” and followed by a sequence of numbers.

3. Send your ACH transfer by providing your bank with the following information:

Beneficiary/Recipient Name:  Neulexa

Recipient Address:        NeuLexa Corp.
                                      369 Lexington Avenue, 2nd Floor
                                      New York, NY 10017

To:
            TD Bank
            [Address]
           
            FedWire Routing number:  [XXXXXXXXX]

            Account number: [XXXXXXXXXX]

            Amount:  [Please enter the payment amount.]

            Reference Area:  [Please insert your NeuLexa username (i.e. your registered email address)] and NeuLexa Account Number.

B.         Wire Transfer (US and International)

If you select this option, your payment must exceed a minimum payment of US$500.

1.         Contact your bank for specific information about arranging a wire transfer from your bank directly to NeuLexa’s bank account.  For international clients, please notify your bank that the funds are going to a U.S. Dollar account.

2.         Make the transfer payable to NeuLexa, and include your NeuLexa username (i.e. your registered email address) and NeuLexa Account Number in the reference area.  Your Neulexa Account Number is displayed at the top of your Account Activity page beginning with the letters “NL” and followed by a sequence of numbers.

3.         Request the wire transfer from your bank and provide the following information:

            Beneficiary/Recipient Name:  Neulexa

            Recipient Address:      NeuLexa, Corp.
                                                369 Lexington Avenue, 2nd Floor
                                                New York, NY 10017

            To:

            TD Bank
            [Address]

            FedWire Routing number:  [XXXXXXXXX]

            SWIFT number (Int’l):  [XXXXXXXX]

            Account number: [XXXXXXXXXX]

            Amount:  [Please enter the payment amount.]

            Reference Area:  [Please insert your NeuLexa username (i.e. your registered email address)] and NeuLexa Account Number.

Providers or Professionals

NeuLexa, after receipt of funds from your Clients, will send you payments net any applicable transaction and processing fees (as indicated in the Fee Schedule) using any of the following payment methods you selected in the Transaction area of your Dashboard.  You will be informed of the payment status in the Milestone area of the Transaction module of your Dashboard.  The various payment statuses are defined as follows:

1.         “Payment Initiated” – Client has initiated payment to you for the completion of an agreed milestone and NeuLexa is awaiting receipt of funds and/or processing payment to you.

2.         “Complete” – NeuLexa has received funds from the Client and has initiated payment to you.

How to receive Client payments using the Transaction Service

You may receive payments from any of the following method (depending on your physical location), which you selected in the Transaction area of your dashboard.

A.        Wire Transfer (International only)

This option is available only to you if the amount you will receive exceeds a minimum payment of US$500.  To receive funds by wire transfer, provide the following information in the Finance Info of the Transaction area of your Dashboard:

            Beneficiary/Recipient Name:  [Your firm or your name on the Bank Account]

            Recipient Address:        [Your firm name or your name

                                                Address on the Bank Account]

            To:

            [Name of your bank]

            [Address of your bank]

            FedWire Routing number:  [XXXXXXXXX]

            SWIFT number (Int’l): 

            Account number: [XXXXXXXXXX]

            Amount:  [Please enter the payment amount.]

            Reference Area:  [Your NeuLexa Account Number and any other info].

B.         ACH Bank Transfer (US Only)

By selecting this option, you authorize NeuLexa to make an electronic deposit into your bank account. 

To select this option, you click the ACH Transfer option on the Finance Info tab of the Transaction module and fill in the name of the bank and its 9-digit ABA routing number.  The ABA routing number may be located at the bottom left-hand corner of any check issued in connection with the checking account.  Please also indicate the account number and whether it is a checking or savings account.

C.         Check Payment (US Only)

By selecting this option in the Transaction module, you authorize us to send funds to you via check.  The check will be made payable to the registered user name or a firm name provided in the Finance Info tab, and will be mailed to the billing address of your validated credit card.

CANCELLATION POLICY

You may cancel your Premium membership plan at anytime, and cancellation will be effective at the end of your billing cycle. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH MEMBERSHIP PERIODS. To cancel, click the words "Cancel Membership" on the Status tab of your "Profile" page and follow the instructions for cancellation under the heading "Cancel Membership."

ACCEPTABLE USE POLICY

As a user of the Website, you agree to the following Acceptable Use Policy:

1.   You may not attempt to harm, disrupt, or otherwise engage in any activity, directly or indirectly, that tends to diminish the value of the Website or the Services.

2.   You may not attempt to interfere or cause interference with the Services.

3.   You may not or cause others to deceive or mislead us or other users.

4.   You may not attempt or cause others to gain unauthorized access to any account, computers or networks related to the Services.  

5.   You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.

6.   You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.

7. You may not use the Services to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.

8. You may not use the Services to send or otherwise making available any material that you know, or reasonably should know, contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

12. You may not use the Services to download any material sent by another User of the Services that you know, or reasonably should know, cannot be legally distributed in such manner.

13. You may not use the Services to harvest or otherwise collect information about others, including e-mail addresses.

14. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided in connection with the Services.

15. You may not download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms of Use), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, reverse engineer, create derivative works from, or offer for sale any information contained on, or obtained from, the Website (excluding materials owned and shared by the Users), without our express written consent. 

16. You may not frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Website without our express written consent.

17. You may not use any meta tags or any other "hidden text" utilizing the NeuLexa name or trademarks without our express written consent.

Your access to and use of any blog, interest group, message board or other community features on this Website are subject to our right to block or delete user posted content (including but not limited to content that contains undesirable images of or links or references to profanity, pornography, violence or prejudicial content) that may be deemed, in our sole discretion, illegal, harmful, or otherwise inappropriate or unsuitable.

Any unauthorized use of the Website or its contents will terminate the limited license granted by us without notice whatsoever, and you may incur liability for such authorized usage.

INDEPENDENT CONTRACTORS

We are not your agent in any transaction between a Client and Provider using the Services except as expressly provided herein.  The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.  Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content.  You agree that we shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any User.  You are solely responsible for your dealings with any third party related to the Services, including the services provided by a Provider. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

DISPUTES BETWEEN NEULEXA AND USERS

Any and all disputes between you and NeuLexa arising from your use of the Website, and which cannot be resolved within thirty (30) days after notification of such disputes shall be resolved pursuant to arbitration conducted in New York, New York under the rules of the American Arbitration Association.  You agree and acknowledge that your failure to notify NeuLexa within 30 days after a cause of action arises will bar such cause of action.

In the event disputes exist between NeuLexa and User, the then-effective Terms of Use Agreement and Privacy Policy shall govern, supersede and be employed as the sole basis for determining resolutions of such disputes.

DISPUTES BETWEEN CLIENTS AND PROVIDERS

Any dispute between Client and Provider shall be governed by the applicable retainer or engagement agreement entered into by such parties.  The parties agree that NeuLexa is not obligated to serve as an agent of either party for the purpose of arbitrating or otherwise resolve such dispute. 

INTELLECTUAL PROPERTY

All rights to intellectual property, including but not limited to copyrights, patents, software, trademarks and service marks, shall remain the sole property of the owner of such intellectual property.

Subject to the terms and conditions of this Agreement, NeuLexa grants to Users a non-exclusive, non-transferable, worldwide license to access Services on the Website.  NeuLexa and our licensors retain all of the rights, title, and interest in and to the intellectual property including, without limitation, patents, copyrights, trade secrets, trademarks, trade dress, and know-how relating to the Website and Services.

DISCLAIMER OF WARRANTIES

We intend for the information contained on its Site and Services to be accurate and reliable; however, errors sometimes may occur.  Accordingly, we make no warranties or representations regarding the accuracy or completeness of the information presented on this website.  In addition, we may make changes and improvements to the information provided herein at any time. 

WE PROVIDE ITS SITE AND SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.  WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.



LIMITATIONS OF LIABILITY




We are in no way liable for loss of customer data. Under no circumstances will we be held accountable for any loss of customer data. By becoming a User, you acknowledge that you forfeit the right to hold us accountable for any and all technical errors, including loss of user files or customer data.

IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SOFTWARE OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE EXCLUSION OF DAMAGES UNDER THIS SECTION IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. 

In the event that, notwithstanding the foregoing disclaimers and indemnification, we are found responsible to any User for any reason whatsoever, our responsibility shall be limited to the amounts actually paid by such user for the Services, and shall NOT include punitive damages or consequential or resulting damages of any nature.



CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION.



WE MAY CHANGE THE SOFTWARE AND SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON.  WE ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WE ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SOFTWARE AND SERVICES, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICES IN AN ACCURATE OR TIMELY MANNER, (4) ANY LOSS OF USER DATA, INCLUDING, WITHOUT LIMITATION, DAMAGED OR LOST USER FILES, THROUGH USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE DESKTOP SOFTWARE, OR (5) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SOFTWARE AND SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.



INDEMNIFICATION




You agree to indemnify, defend and hold harmless, NeuLexa, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement by you. We reserve the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.



TERMINATION OF SERVICE




We reserve the right to terminate without notice your password, account or use of the Services and delete any data within the Services, in our sole discretion, without cause and/or without notice. You may terminate your user account upon notice to us at any time. Upon termination by us or at your direction, you may request a file of your data, which we will make available for a fee. You must make such request at the notification of termination to receive such file within thirty (30) days of termination. Otherwise, ANY DATA YOU HAVE STORED ON OUR SYSTEMS MAY NOT BE RETRIEVED, and we shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party.

In addition to other termination provisions, Basic Members are subject to termination if: (a) the Basic Member does not use the Services within thirty (30) days of registration, or (b) the Basic Member does not engage in any activity on the Website for any period of 120 consecutive days. We will send you an email describing the situation and informing you that your account will be closed within seven (7) days unless you begin to use the account during that period. At the conclusion of that seven (7) day period, absent any such activity we will close the account. Any data you may have stored will be lost.



CHOICE OF LAW AND VENUE FOR RESOLVING DISPUTES




These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts-of-law principles. Please note that your use of the Services may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with NeuLexa or relating in any way to your use of the Services resides in the courts of New York City and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of New York City in connection with any such dispute including any claim involving NeuLexa or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.



USERS IN THE EUROPEAN UNION




By using the Services, Users in the European Union understand and consent to the processing of personal information in the United States.



MISCELLANEOUS




If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.  A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  All rights not expressly granted herein are reserved.

We may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement, or any part of it, to any other party. Any attempt by you to do so is void.  ANY CLAIM RELATED TO THIS AGREEMENT OR THE SOFTWARE AND SERVICE MUST BE BROUGHT WITHIN ONE YEAR.  THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS.  IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS.  The failure of NeuLexa to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.

Except for the payment of fees to NeuLexa, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.



NOTICES TO NEULEXA




You may notify us by e-mail at legal@neulexa.com to report any violations or disputes relating to this Terms of Use agreement.

For all other questions, please email us at contact@neulexa.com



Addendum A

 NeuLexa


Fee Schedule


Transaction Fee:         Professional pays NeuLexa 6% of each milestone payment earned for work completed on a Project.   This fee and any applicable processing costs below shall be deducted from client’s payment prior to the transfer of the remaining portion to the Professional.

Opt Out Fee:  Client pays US$500 or 3% of the value of the accrued services billed or to be billed by the Professional during the remainder of the Project, whichever is greater.

Membership Plans:

1.         Basic                Basic membership is free.  Each user (Client or Professional) is required to pay an account activation fee of US$1.00 using a validated credit card or PayPal account prior to the creation or participation on a Project.

2.         Premium:          The membership fee is US$49 per month per account.  Billing period begins on the date of subscription payment, and membership fees are billed at the beginning of each period.

3.         Enterprise:        Contact us for pricing and customized services.

Payment Processing Costs for Providers

Below are NeuLexa processing costs associated with the payment methods selected by Providers.

Type

US

International

ACH/Check

Free

Not Available

Wire Transfer

Not Available

US$40

     


Payment Processing Costs for Clients

Minimum Wire Transfer Amount:  There is a minimum payment amount of US$500 for Clients who wish to pay by wire transfer.