Terms and conditions.

1. DEFINITIONS. "Celestial" means Celestial Consulting LLC, a limited liability company duly organized and validly existing under the laws of the State of New York, USA, and doing business in such state under the name Pan American Sky Translations (SM). "Client" means the individual or entity contracting for services hereunder or the entity on whose behalf the services are contracted. "Terms and Conditions" means the terms and conditions embodied herein. "Source Materials" means the documents and other materials provided by Client to Celestial for translation hereunder. "Deliverable" shall mean any product or service provided or delivered by or on behalf of Celestial to Client or any designee(s) thereof. "Specifications" means the written specifications agreed to between Celestial and Client with respect to Deliverables. Celestial and Client are sometimes referred to herein as the "Party" or "Parties", as the case may be.

2. FEES. Unless otherwise agreed in writing by Celestial, all fees for Deliverables provided by Celestial hereunder are payable in full upon delivery or provision thereof with an invoice. At Client's request, Celestial shall provide a written estimate of its fees upon review of the Specifications and any Source Materials or other documentation provided by Client. Unless otherwise agreed in writing by Celestial, Client is liable to Celestial for payment in full of Celestial's invoice for Deliverables, whether or not such invoice amount exceeds the amount quoted by Celestial in its written estimate. Client shall pay Celestial such deposit as may be requested by Celestial in writing, prior to commencement of the assignment. Under no circumstances shall Celestial be liable for any delay in delivering or providing the Deliverables if such delay results, directly or indirectly, from (1) the failure or inability of Client to provide Celestial with the fee deposit, complete and/or legible copies of Source Materials, if applicable, (2) the failure of Client to timely comply with any other obligation or to timely provide any other materials or information needed for the preparation and/or delivery of any Deliverables, or (3) instances of force majeure or any other reason beyond the control of Celestial. Client understands and agrees that any change in the Specifications after the acceptance of an estimate by Celestial may result in delays in delivery of the Deliverables and/or additional fees, even if the scope of the project in question is narrower as a result of such change in Specifications. Invoiced Deliverables that are not paid within 30 days of the date of the invoice will be assessed an administrative charge of USD100 and a further 10% of the invoice after 60 days; invoice balances remaining unpaid after 90 days of the date of the invoice will accrue interest at the rate of 16% per annum or the then-current lawful maximum rate, whichever is less. Amounts to be paid by wire have Chase’s USD15 wire fee and any other historical wire fees added in the USD equivalent.

3. LIMITED WARRANTY. Celestial represents and warrants to Client that all translations into a particular target language shall be complete and accurate translations and will otherwise meet all applicable Specifications. In the event that Client has any claim for inaccuracy, incompleteness or any other failure of Deliverables to meet the Specifications, Client must notify Celestial within 30 days from receipt of the Deliverables. Failure by Client to notify Celestial of any claim with respect to the Deliverables within said 30-day deadline shall be deemed a permanent waiver of any such claim. Client understands and agrees that Celestial may, at its sole option and expense, revise Deliverables or retranslate Source Materials in order to make the Deliverables conform to the Specifications. THIS REPRESENTS THE ENTIRE WARRANTY OF CELESTIAL FOR DELIVERABLES HEREUNDER, AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED. CLIENT UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL CELESTIAL BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, WITH RESPECT TO THE SERVICES PROVIDED BY CELESTIAL. CLIENT UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL CELESTIAL'S LIABILITY TO CLIENT EXCEED THE TOTAL AMOUNT OF FEES PAID TO CELESTIAL HEREUNDER.

4. GOVERNING LAW - ARBITRATION. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws principles. Except as regards a collections dispute that can be handled in the New York City Small Claims Court, any dispute arising out of or in connection with these Terms and Conditions shall be referred to an arbitrator selected by the American Arbitration Association's case manager. The arbitration will be held in English in the City of New York, State of New York, under the rules of the American Arbitration Association then in effect, and the award of the Arbitration Panel shall be final and binding on both Parties. Each Party shall bear its own costs, and the arbitrator shall award the prevailing party, if any, as determined by the arbitrator, all of the costs and fees of the arbitrator. The Client hereby irrevocably consents to the jurisdiction of the United States District Court for the Southern District of New York for the limited purposes of judicial recognition and enforcement of an arbitral award rendered hereunder and enforcement of this arbitration provision. Client agrees that in any arbitration conducted hereunder, in any legal proceedings for the judicial recognition and enforcement of an arbitral award rendered hereunder or in any legal proceedings for the enforcement of this arbitration provision, including but not limited to any proceedings required for the purposes of converting an arbitral award into a judgment, it will not raise any defense that it could not raise but for the fact that it is a sovereign state.

5. REPRESENTATIONS OF CLIENT - INDEMNIFICATION. Client represents and warrants to Celestial that (1) it is duly authorized to enter into this agreement; (2) it owns or has the right to use the Source Materials for the purposes contemplated herein; and (3) the translation of the Source Materials shall not infringe any intellectual or industrial property right(s) of any third party. Client hereby agrees to indemnify and hold Celestial harmless from and against any claims, demands, judgment or liability asserted or threatened against Celestial and any of its members, directors, officers, employees and agents, as a result of the use of any Deliverables provided by Celestial hereunder, including without limitation for infringement of copyright, patent, trademark, trade name, service name, or any other intellectual or industrial property right of any third party.

6. CONFIDENTIALITY. The nature of the work performed and any information transmitted to Celestial by Client is confidential. Celestial will not divulge or otherwise disclose such information to any person or third party other than authorized employees or authorized subcontractors of Celestial whose job performance requires such acts, without the prior written consent of Client. This provision will not apply to the extent Celestial is required by law or regulatory authority to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by Celestial.

7. RECORDS RETENTION. Celestial shall keep Deliverables on file for a period of three months following delivery thereof to Client. Thereafter, Celestial may, at its sole discretion, delete or destroy any and all copies of the Deliverables, including without limitation by purging the electronic versions of such Deliverables from its computers and any hard drives, floppy disks or other electronic media, and by shredding or otherwise disposing of all printed copies thereof.

8. NOTICES. All notices required or sought hereunder shall be in writing and sent to the relevant Party at its last known address by certified mail return receipt requested, facsimile with transmission receipt, or overnight courier with signed delivery receipt. Notice shall be deemed given on the date received, if sent by mail or overnight courier, or on the date sent, if sent by facsimile transmission.

9. ENTIRE AGREEMENT. These Terms and Conditions constitute the entire agreement between Celestial and Client, and supersede any prior oral or written understandings, contracts or agreements between the Parties with respect to the subject matter hereof. In the event of any conflict between these Terms and Conditions and the provisions contained in any other communications, proposals, estimates, contracts, agreements, work orders, or other documentation, these Terms and Conditions shall govern. In order to be valid, any amendment to this agreement must be in writing and signed by both parties, and explicitly state the provision hereof which it is intended to replace.

10. MISCELLANEOUS. The Terms and Conditions contained herein which by their sense and context are intended to survive termination, shall survive. The failure by Celestial to enforce any term or condition shall not constitute a general waiver of any other term or condition. If any portion of these Terms and Conditions is held invalid or unenforceable, the balance shall remain unaffected and these Terms and Conditions shall be construed as not containing that portion. Headings in these Terms and Conditions are for convenience purposes only and do not affect the meaning, enforceability or interpretation of any provision.