PERSONAL INFORMATION WE COLLECT
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information”.
We collect Device Information using the following technologies:
- “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
- “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.- “Web beacons”, “tags”, and “pixels” are electronic files used to record information about how you browse the Site.
- Depending on how you found our website, you may have interacted with one of the third party services we use to market and advertise our website to you. These third party services are provided by Google LLC, Facebook Inc. and Twitter Inc. amongst others. Our business partners have outlined their own data collection and privacy policies and the governance of these policies is not controlled by Caspian Creates or its affiliates.
To speak with us about the third parties we use and learn how to contact them for their privacy policies, keep reading this agreement or please send an email to email@example.com and our team will get back to you as soon as possible.
Additionally, when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information (including credit card numbers, your relevant PayPal information or other relevant information depending on the payment option you choose and the payment processing provider used), email address, and phone number. We refer to this information as “Order Information”.
Caspian Creates may also use any of the information collected from our third party advertising partners to target ads and make them more relevant to you. If you choose to opt out of this, you may contact Google LLC, Facebook Inc. (Instagram) or Twitter Inc.
HOW DO WE USE YOUR PERSONAL INFORMATION?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations).
Additionally, we use this Order Information to:
- Communicate with you;
- Screen our orders for potential risk or fraud; and
- When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns). We may also use this information to make our advertising campaigns more relevant to you.
SHARING YOUR PERSONAL INFORMATION
We share your Personal Information with third parties to help us use your Personal Information, as described above.
We use Google Analytics to help us understand how our customers use the Site -- you can read more about how Google uses your Personal Information here:
In addition to Google, we also use Facebook Pixel to track how users interact with our website.You may opt out of Facebook’s data collection here:
Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.
As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.
You can opt out of targeted advertising by using the links below:
- Facebook: https://www.facebook.com/settings/?tab=ads
Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.
DO NOT TRACK
Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.
If you are a European resident, you have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below.
Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example, if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.
When you place an order through the Site, we will maintain your Order Information for our records unless and until you ask us to delete this information. While we are capable of deleting some information, we are required to retain some information about you. This information is basic and includes, but is not limited to: the amounts of any transactions you conduct using our Service, your full legal name and your current address at the time the order was placed. We retain this information for our own internal use as it pertains to accounting and financial records that we are legally required to maintain in order to comply with local and federal laws.
The Site is not intended for individuals under the legal age at which an individual is considered an adult in the applicable jurisdictions. Please note that laws may differ by state and/or local jurisdictions. If the individual using this service is legally considered a minor, said minor's legal guardian agrees to this policy on their dependent's behalf. The minor's legal guardian also agrees to waive any and all claims of liability resulting from their own use or their dependent's use of the Site as otherwise outlined in this agreement.
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by email at firstname.lastname@example.org or by mail using the details provided below:
Caspian Group, INC. D/B/A Caspian Creates
[Re: Privacy Compliance Officer]
1609 N Street, Franklin, Nebraska 68939
This website and any service attached to such (collectively, the "Site") is operated by Caspian Group, INC. D/B/A Caspian Creates or "Caspian Creates." Throughout the site, the terms “we”, “us” and “our” refer to Caspian Group, INC. D/B/A Caspian Creates or "Caspian Creates." Caspian Creates offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content submitted on this website, including, but not limited to, form submissions or publicly posted content (not including credit card information, new account applications, data otherwise regarded as sensitive, or interactions or content accessed through or submitted to our online portal), may be transferred un-encrypted and involve:
(a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting networks or devices.
YOU AGREE TO HOLD CASPIAN GROUP, INC., ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS OR OTHERS HARMLESS IN THE EVENT THAT YOU USE THE CONTACT FORM ON THIS WEBSITE OR ANY OTHER UNSECURED CHANNEL THAT IS PUBLICLY ACCESSIBLE, OTHER THAN THOSE DEEMED BY US TO BE SECURED CHANNELS, TO SUBMIT SENSITIVE INFORMATION PERTAINING TO YOUR ACCOUNT WITH US OR YOUR BUSINESS. SECURE CHANNELS FOR PROVIDING US INFORMATION INCLUDE, AND ARE LIMITED TO, OUR USER PORTAL ACCESSIBLE AT HTTPS://USERS.CASPIANCREATES.COM, OUR NEW ACCOUNT APPLICATION FORM, ANY CHANNELS USED FOR BILLING PURPOSES. ANY OTHER CHANNELS ARE NOT REGARDED AS SECURED CHANNELS AND CASPIAN GROUP, INC., ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS OR OTHERS ARE NOT LIABLE FOR INFORMATION YOU SUBMIT VIA AN UNSECURED CHANNEL BECOMING COMPROMISED. IN THE EVENT THAT A THIRD PARTY DATA PROCESSOR CONTRACTED BY US BECOMES COMPROMISED, WE ARE NOT RESPONSIBLE FOR THE LOSS OF ANY INFORMATION PERTAINING TO THE RELATIONSHIP WITH THE THIRD PARTY, AND ALL INCLUSIONS OF LIABILITY MUST BE DIRECTED TO AND DISCUSSED WITH THE AFFECTED THIRD PARTY AND THEIR DATA SECURITY AND LEGAL TEAMS.
Credit card and/or other financially-related information, new account applications, data otherwise regarded as sensitive, or interactions or content accessed through or submitted to our online portal is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products and/or services are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy, if said policy applies.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected unless otherwise specified by mutual agreement between Caspian (provider) and you (client).
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools "as is" and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, but not limited to, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction.
Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request or under your own self-direction, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us.
We are and shall be under no obligation:
(1) to maintain any comments in confidence;
(2) to pay compensation for any comments; or
(3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.
You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy.We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally, there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose; or
(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.
We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchant-ability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Caspian Group, INC. D/B/A Caspian Creates, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Caspian Creates and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the United States, the laws of The State of Nebraska, and any other laws that may be applicable and enforceable in the state in which you reside.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes.
Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. To learn more about your California privacy rights, contact us.
California’s “Shine the Light” law (Civil Code Section § 1798.83) permits users of our Site that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please write or email to us at the address indicated herein.
SECTION 21 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at email@example.com.
You may also mail written correspondence to the address below:
Caspian Group, INC.
ATTN: Compliance Officer
1609 N Street, Franklin, Nebraska 68939
1. LEGAL AGREEMENT
Read this policy carefully, as you are automatically agreeing to these Terms set forth in this Master Services Agreement ("Agreement") by purchasing, using, or otherwise interacting with, any of the services or products provided to you ("Client") in connection with Caspian Group, INC., DBA Caspian Creates ("Caspian Creates," "Company," "Caspian Group, INC.," "Caspian Group"), this website, or any services performed on your behalf by our Company, unless expressly agreed otherwise and approved by both parties.
This Master Services Agreement (Agreement) is between Caspian Group, INC., DBA Caspian Creates, a Nebraska for profit corporation ("Caspian Creates," "Company," "Caspian Group, INC.," "Caspian Group") and Client (you, your company, and anyone involved with you or your business in a contractual capacity). Caspian Creates and Client may be referred to individually as a Party, and collectively as the Parties. The Parties agree as follows:
2. SCOPE OF WORK
2.1. Services. This Agreement governs all of the Services that Caspian Creates performs for Client. Services means those services and goods to be provided by Caspian Creates to Client, as described in one or more statements of work (each a SOW) entered into by Caspian Creates and Client. Services includes any Deliverable (defined in Section 2.4) to be provided under any SOW. Services also include all other services, goods, and other deliverables provided by Caspian Creates to Client, whether or not described in a SOW.
2.2. SOW (Statement of Work).
A SOW is effective when mutually agreed to by Caspian Creates and Client. A mutual agreement may be indicated by signing and returning the SOW (or a signed electronic or paper copy) or by electronic acceptance (for example, by a confirming email from Client, by using software provided by Caspian Creates or other means).
2.3. Contractors. Caspian Creates may use contractors to provide any part of the Services. Caspian Creates remains responsible for performance of all Services under this Agreement.
2.4. Deliverables. Caspian Creates will provide the deliverables, if any, described in any SOW (Deliverable). In those cases, where there is no SOW and Caspian Creates creates and delivers any end product to Client as a result of work billed to Client, then the portion of the end product created by Caspian Creates that is Intellectual Property owned by Caspian Creates is also a Deliverable.
2.5. Independent Contractor. Caspian Creates is an independent contractor. Nothing in this Agreement or any SOW will be construed to create any partnership, joint venture, or employment relationship between Client and Caspian Creates.
2.6. No Restrictions on Caspian Creates to Provide Services or Deliverables to Others. Nothing in this Agreement or any SOW prohibits or restricts Caspian Creates from performing similar Services, selling or licensing the Deliverable (not including any Client Materials), or developing and delivering any item similar to any Deliverable for any person or entity.
3. CLIENT OBLIGATIONS
3.1. Authorized Contacts. Caspian Creates is entitled to rely on any directions or consent provided by Client and its representatives who are authorized in this Agreement or a SOW to provide directions or consent for Client (each an Authorized Contact). If no Authorized Contact is identified in an applicable SOW, then the Authorized Contact will be the person who signed this Agreement for Client and the person who signed or authorized the applicable SOW on behalf of Client.
3.2. Client Cooperation.
(A) To the extent reasonably necessary for Caspian Creates to provide the Services and any Deliverable, Client will provide Caspian Creates with:
(B) Client will cooperate with Caspian Creates in the performance of the Services.
(C) Client will provide all Client content necessary for the Services or any Deliverable in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly permitted by any SOW. For example, any text, photographs, videos, Client logo or other branding if the Deliverable is a website or other digital media to be produced for Client.
(D) Client is responsible for all final proofing of any Client Materials to be incorporated into or included with any Deliverable. Unless otherwise provided in the applicable SOW, Client is responsible for the additional cost of correcting or revising any Client Materials incorporated into or included with any Deliverable.
(E) If any SOW provides for deadlines or time periods for Client to provide any Client Materials, comments, corrections, revisions. review, approval, objections, or other action required of Client, Client will comply with all deadlines and time periods.
(F) If comments, corrections, revisions, objections or other communications between Client and Caspian Creates are unclear, Caspian Creates may request clarification, and Client will promptly clarify the communication.
(G) Caspian Creates is not responsible for errors or delays attributable to Client’s failure to meet its obligations under this Section 3. Any delay by Caspian Creates caused by Client’s failure to meet any of its obligations under this Section 3 or any applicable SOW will not be deemed a breach by Caspian Creates.
3.3. Software Licensing. If any software is necessary to operate or use any Deliverable or other Service (other than software that is a Deliverable), Client will license (or purchase) and maintain that software.
4. FEES, EXPENSES, AND PAYMENTS
4.1. Payment. Client will pay to Caspian Creates the fees described in each SOW or this Agreement. If the SOW does not include a fee and/or payment schedule, then Client will pay Caspian Creates on an hourly basis at its then-standard hourly rates schedule, which is subject to change without prior notice. Caspian Creates’s current standard hourly rate schedule is available on request. Unless otherwise stated in a SOW, all invoiced fees and expenses are due and payable no later than 30 days after the invoice date.
4.2. Expenses. Client will reimburse all expenses incurred by Caspian Creates that have been authorized in writing in advance by Client. Expenses will only include those for additional services requested by Client as part of a SOW or otherwise.
4.3. Interest. Fees and expenses that remain unpaid for more than 30 days after the invoice date are subject to interest at 5% per month or the maximum allowable interest rate permitted by applicable law.
4.4. Suspension of Services. If Client does not pay fees and expenses when due, Caspian Creates may suspend its work on some or all of the Services after serving prior notice to Client. Time is of the essence in the performance of all payment obligations by Client. Work may include payments to vendors, contractors or other third parties in connection with services performed by Caspian Creates.
5.1. Ownership. Except as expressly provided in any applicable SOW, Caspian Creates and its licensors own all rights in and to the Services and Deliverables, including all intellectual property rights (Caspian Creates Intellectual Property). Client will not reverse engineer, create derivative works of, or otherwise disclose or use the Services or any Deliverable in a manner that is not permitted in this Agreement or SOW or that violates any applicable law. Caspian Creates reserves all rights in the Ownership of any previous works developed by Caspian Creates Intellectual Property. In regards to Caspian Creates Intellectual Property, Client will not copy, modify, create derivative works of, use, resell, distribute, sublicense, reproduce, rent, lease, share, or transfer the Services. Under this Agreement and any SOW, once payment is made in full, Caspian Creates hereby irrevocably assigns and transfers to Client and its heirs, successors and assigns all of Caspian Creates right, title and interest in and to the Deliverables for Client and all Project Intellectual Property embodied therein. Client then becomes the owner and has all right to work finished by Caspian Creates for Client.
5.2. Client Materials. All materials (including, but not limited to, patents, provisional patents, existing intellectual property, intellectual property in development, source code, documents, drawings, models, trademarks, service marks, logos, branding, sketches, designs, visual images, audio files, recordings, and text) furnished to Caspian Creates by Client (Client Materials) are either the sole and exclusive property of Client or Client has a license to use the Client Materials.
(A) The Disclosing Party is the Party who discloses Confidential Information to the Receiving Party.
(B) The Receiving Party is that Party who receives Confidential Information from the Disclosing Party.
(C) Confidential Information means all nonpublic data and information of the Disclosing Party that is of value to the Disclosing Party, and that is not generally known to competitors of the Disclosing Party, or that Disclosing Party has an obligation to keep confidential. Caspian Creates’s Confidential Information includes the terms of this Agreement and each SOW, all pricing for the Services and Deliverables, all Deliverables, and all other Caspian Creates Intellectual Property. Confidential Information does not include information that is:
(D) Both parties and their employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of either party, or divulge, disclose, or communicate in any manner, any information that is proprietary to either party. Caspian Creates, Client and their employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by Caspian Creates OR Client of these confidentiality obligations which allows either party to disclose the other party’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
6.2. Confidentiality Obligation.
(A) The Receiving Party will not use or disclose to any third party any of the Disclosing Party’s Confidential Information, except:
(B) If the Receiving Party is required by law to disclose any Confidential Information, the Receiving Party will promptly notify the Disclosing Party and reasonably assist the Disclosing Party in obtaining a protective order or in securing any other reasonable method for maintaining the confidentiality of the Disclosing Party’s Confidential Information, at the Disclosing Party’s expense.
(C) The Receiving Party will use the same standard of care to avoid disclosure of any of Disclosing Party’s Confidential Information as it uses with respect to the Receiving Party’s own confidential or proprietary information, but no less than a reasonable standard of care.
(D) Each Party is liable for any breach of this Section 6.2 by any of its owners, directors, officers, employees, or agents.
7. REPRESENTATIONS AND WARRANTIES
7.1. By Caspian Creates. Caspian Creates represents and warrants that all Services will be performed in a professional, workmanlike manner.
7.2. By Client. Client represents and warrants that it has all legal consents, rights, and licenses necessary to provide and authorize Caspian Creates to use all Client Materials.
7.3. Remedies. Client’s sole and exclusive remedy, and Caspian Creates’s sole liability to Client, for any breach of any representation or warranty by Caspian Creates will be, at Caspian Creates's option, re-performance of the applicable Service or repair or replacement of the affected Deliverable.
7.4. Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7,
8.1. By Caspian Creates.
(A) Except as provided in Section 8.1 (B) below and as otherwise limited by this Agreement, Caspian Creates will defend and indemnify Client and its owners, directors, officers, managers, members, employees, and other authorized agents (all Client Indemnified Persons, including Client) from any claim, demand, lawsuit, loss, cost, damage, expense (including reasonable attorney’s fees), and any other liability (Loss) arising out of any third party claim asserted against any Client Indemnified Person alleging:
(B) Caspian Creates is not liable for any Loss if and to the extent the Loss relates to:
8.2. By Client.
(A) Except as provided in Section 8.2(B) below and as otherwise limited by this Agreement, Client will defend and indemnify Caspian Creates and its shareholders, directors, officers, other authorized agents, affiliates (including Caspian Web Services or others), and its affiliates’ owners, directors, officers, managers, members, employees, and other authorized agents (all Caspian Creates Indemnified Persons, including Caspian Creates) from and against any Loss arising out of any third party claim asserted against any Caspian Creates Indemnified Person alleging:
(B) Client is not liable for any Loss if and to the extent it relates to:
8.3. Indemnity Process. The Party seeking indemnity under this Section 8 will provide the indemnifying Party with prompt written notice of the Loss and cooperate in the defense of the Loss, at the indemnifying Party’s request.
(A) The indemnifying Party has sole control of the defense and settlement the indemnified Loss, except the indemnifying Party may not enter into any settlement admitting liability on the part of the indemnified Party without the indemnified Party’s prior written consent.
(B) If the Loss relates to a third party infringement claim for which the indemnifying Party is responsible for indemnifying or defending under this Agreement, the indemnifying Party has the right, in its discretion, to:
8.4. Limitation of Third Party Infringement Claims. THIS SECTION 8 STATES EACH PARTY’S SOLE AND EXCLUSIVE LIABILITY AND REMEDY REGARDING ANY THIRD PARTY INFRINGEMENT CLAIM.
9. LIMITATION OF DAMAGES
9.1. Limitation on Amount of Damages. Caspian Creates’s total cumulative liability under this Agreement is limited to the total amount of fees paid by Client to Caspian Creates for the Services or Deliverables giving rise to any alleged liability.
9.2. No Indirect, Consequential, Incidental, Special, Punitive, or Exemplary Damages. In no event will Caspian Creates be liable to Client or any third party for any indirect, consequential, incidental, special, punitive, or exemplary damages of any kind, including lost profits, business interruptions, loss or damage to data or business information, loss of goodwill, or cost of replacement goods or services, whether the damages arise under contract, tort, negligence, or any other theory of liability, and whether or not Caspian Creates is advised in advance of the possibility of those damages. Even if any the remedies available under this Agreement are deemed to fail of their essential purpose, this Section 9.2 remains effective, and is a part of Caspian Creates’s consideration for entering into this Agreement.
10. ADDITIONAL TERMS AS PART OF SOW
10.1 Additional Terms. Additional terms may apply to any specific Statement of Work (SOW). Such terms will be mutually agreed upon by both parties before becoming a part of this agreement. Additional terms will only govern the specific SOW they are a part of and will not amend the terms of any other SOW unless explicitly stated herein.
11. THIRD-PARTY GOODS AND SERVICES
11.1. Generally. Portions of the Services may be acquired from, or rely on the services of, third party manufacturers or providers, such as data hosting services, domain registration services, or other third party software providers, etc. (Third-Party Goods & Services). Not all Third-Party Goods & Services may be expressly identified in a SOW, and at all times Caspian Creates reserves the right to use the services of any third-party provider, or change third-party providers in Caspian Creates’s sole discretion, as long as the change does not materially diminish the Services or any Deliverable to be provided to Client under a SOW.
11.2. End User License Agreements. Portions of the Services may require Client to accept the terms of one or more third-party end user license agreements (EULAs). EULAs may contain service levels, warranties, and liability limitations that are different than those contained in this Agreement. Client will be bound by the terms of any EULAs, and will look only to the applicable third-party provider for the enforcement of the terms of any EULAs. If, while providing the Services, Caspian Creates is required to comply with a third-party EULA and the third-party EULA is modified or amended, Caspian Creates reserves the right to modify or amend any applicable SOW with Client to ensure Caspian Creates’s continued compliance with the terms of the third-party EULA. Such changes will be communicated to the Client in advance, should said changes materially affect the quality of service being provided to Client.
12. DISPUTE RESOLUTION; GOVERNING LAW; ATTORNEYS’ FEES
12.1. Arbitration. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
Any controversy or claim arising out of or relating to this Agreement, with the exception of a claim for immediate injunctive relief by either Party, will be submitted to arbitration before one neutral arbitrator. The Parties will select an arbitrator. If the Parties cannot agree on an arbitrator, one may be appointed by the Lancaster County District Court. The final decision and award of the arbitrator will be binding and may be entered as a judgment in any court of competent jurisdiction. Each Party will pay one-half of the arbitrator’s fees and costs.
12.2. Governing Law. This Contract shall be construed in accordance with the laws of the State of Nebraska.
12.3. Attorneys’ Fees. The arbitrator may award the substantially prevailing Party its reasonable attorneys’ fees and costs.
13. TERM AND TERMINATION
13.1. Term. The term of this Agreement begins when it is first signed by both Parties, and remains in effect until terminated.
(A) Mutual Agreement. This Agreement and any uncompleted SOW may be terminated by written agreement of the Parties.
(B) For Cause for Failure to Pay. Caspian Creates may terminate this Agreement or any SOW for cause if Client fails to pay when due any amount owed to Caspian Creates under Section 4, and Client’s failure pay is not cured within 30 days after written notice to Client of nonpayment.
(C) For Cause for Any other Breach. Except for failure to pay amounts owed to Caspian Creates under Section 13.2(B), either Party may terminate this Agreement or a SOW for cause
(D) Without Cause. Either Party may terminate this Agreement without cause by giving at least 30 days’ written notice to the other Party. But if there is an active SOW in place, then the termination will be effective only on the completion or termination of the active SOW.
13.3. Effect of Termination. On termination of this Agreement or any SOW for any reason,
(A) Client will promptly pay to Caspian Creates all fees owed under this Agreement and all terminated SOWs, or Caspian Creates will promptly refund to Client all fees prepaid for Services or any Deliverable not rendered or delivered, as applicable;
(B) all rights and licenses granted by Caspian Creates under this Agreement terminate unless otherwise provided in this Agreement or a SOW (except that any license granted by Caspian Creates that survives termination of this Agreement may be terminated if Client or Client’s permitted assignee violates any surviving provisions of this Agreement); and
(C) the Parties’ rights and obligations under Section 2.4(A) and Sections 5-9, 13.2(C), 13.3, and 14 and the provisions of each SOW that by its terms survive termination, survive termination of this Agreement.
14. MISCELLANEOUS PROVISIONS
(A) Notice under this Agreement must be in writing. Notice is effective when received, and will be deemed given:
(B) The address information for Caspian Creates is below its signature line. The address for Client is in Section 1.
(C) Each Party may change its address for purposes of notice by giving the other Party notice of the change.
14.2. Force Majeure. Each Party’s obligations under this Agreement and any SOW will be excused or delayed to the extent caused by circumstances beyond either Party’s reasonable control, including any earthquake, epidemics, pandemics, quarantine restrictions, lightning, fire, flood, weather conditions, or other acts of God, fire suppression, water damage, explosion, electrical faults, vandalism, cable cut, action of any governmental or military authority, national emergency, insurrection, riot, war, acts of terrorism or civil disturbance, strikes, lockouts, work stoppages or other labor difficulties, supplier failure, shortage, or telecommunication or other Internet provider failure.
14.3. Severability. If any part of this Agreement is invalid or unenforceable, the invalid or unenforceable part will in no way be deemed or construed to affect in any way the enforceability of the other parts of this Agreement.
14.4. Entire Agreement. This Agreement, including all SOWs, represents the entire agreement between the Parties regarding its subject matter. No amendment or modification of this Agreement is valid unless agreed to in writing by the Parties. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
14.5. Non-waiver. The failure of either Party to insist in one or more instances on performance of any of the terms or conditions of this Agreement will not be construed as a waiver or a relinquishment of any right, or of the future performance of any term, covenant. or condition.
14.6. Headings; Including. The headings or title of each section are provided for convenience of the Parties and do not define, limit, or describe the scope of the section. The word “including” has its ordinary meaning. It is not a restrictive or limiting term, and has the same meaning as “including, but not limited to” and similar phrases.
14.7 Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
14.8 Assignment. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, for which approval shall not be unreasonably withheld.
14.9 Amendment. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
14.10 Applicability. This contract and any of the terms contained herein do not apply to clients onboarded before May 2nd, 2022. This agreement may also be overridden by both parties if another Master Service Agreement is signed and agreed to by both Parties. At any such point that another Master Service Agreement with differing terms from this agreement is signed and enforceable, said terms of overriding Master Service Agreement shall contain, wholly and entirely, all terms applicable to relationship between Caspian Creates and Client. Stated overriding Master Service Agreement shall contain all enforceable terms, and shall also render this specific Master Service Agreement null and void, and overriding Master Service Agreement containing agreed upon terms shall govern the relationship between Caspian Creates and Client. If any other Master Service Agreement is not signed and agreed to by both Parties and on file with both Parties, this agreement shall be deemed effective and all terms stated herein shall apply to Client and Caspian Creates, unless expressly agreed otherwise.