Master Service Agreement | Caspian Creates

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.

1. LEGAL AGREEMENT

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.

Any Services not provided under a SOW will be billed each month at Caspian Creates’s then-standard hourly rates and prices, which are subject to change without prior notice, unless expressly agreed otherwise. Caspian Creates may proceed with the requested work with Client’s approval, which may be given by a confirming email from Client. 

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).

Each SOW will become a part of this Agreement, and is governed by the terms of this Agreement.

If there is a direct conflict between the terms of this Agreement and a SOW, then the SOW governs, unless the conflicting terms involve any warranty, limitation of liability, ownership of Caspian Creates Intellectual Property (defined in Section 5.1), or termination of this Agreement, in which case the SOW will govern only if the SOW expressly states that the SOW overrides the conflicting provisions of this Agreement, and is signed by a chief officer of Caspian Creates.

The initial SOW entered into at the same time as this Agreement is attached as Attachment 1. If there is no Attachment 1, then the initial work is provided without an SOW. Caspian Creates and Client have no obligation to enter into any additional SOW.

Neither Party may change any SOW without the other Party’s written consent or authorization. Caspian Creates has no obligation to provide any additional Services until the Parties enter into a SOW or a change order to an existing SOW. 

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.

Subject to the terms of this Agreement (including any applicable SOW), Caspian Creates grants to Client a limited, perpetual, nonexclusive, non-sublicensable, nontransferable license to use the Deliverable for Client’s own use. This limited license continues so long as this Agreement is not terminated by Caspian Creates, unless otherwise stated in any applicable SOW, for cause under Sections 13.2(B) or (C). And, if Client is not in default of this Agreement or any SOW, then Client may assign licenses granted under this Agreement to any entity into which Client merges and to any person or entity who purchases all or substantially all of Client’s assets. Any assignee of any license is subject to the terms of this Agreement, along with Client.

Deliverable does not include any Client Materials (as defined in Section 5.2).

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. Each Authorized Contact must have sufficient knowledge and authority to make decisions for Client, without excessive need for internal authorization. Caspian Creates is not responsible for delays due to an Authorized Contact needing to seek approval for decisions. Excessive or repeated delays will be a breach of Client’s obligations under this Agreement and any applicable SOW. Client may change any Authorized Contact by notifying Caspian Creates of the change and identifying the new Authorized Contact.

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:

All Client Materials (defined in Section 5.2); All other information in Client’s custody or control needed to perform the duties outlined in any SOW, now or in the future; and All access to facilities, equipment, and systems in Client’s control, within reasonable confines deemed necessary to fulfill the terms of this agreement or any SOW.

(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. OWNERSHIP

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.

Client grants Caspian Creates a limited, nonexclusive right and license during the term of this Agreement to copy, modify, create derivative works based on, and otherwise use Client Materials solely for the purpose of performing the Services for Client. Caspian Creates may sublicense this limited right to its contractors.

Client also grants Caspian Creates the limited, perpetual right to use for business promotion, portfolio, and archival purposes the Client Materials delivered to Client as a part of any Deliverable. For example, Caspian Creates may keep and share with others for business promotion purposes a copy of Client’s completed website, app, or other product that includes any Deliverable and related Client Material. Client agrees they have the right to grant the licenses provided by Client to Caspian Creates in this Agreement and any SOW.

Caspian Creates has no ownership interest in and no right to use any Client Materials, except for the limited rights granted in this Agreement or any SOW.

6. CONFIDENTIALITY

6.1. Definitions. (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:

already in or subsequently enters the public domain through no fault of the Receiving Party;

known to the Receiving Party or is in Receiving Party’s possession (as shown by tangible evidence) before receipt from the Disclosing Party;

developed independently by Receiving Party (as shown by tangible evidence) by persons who have not had, either directly or indirectly, access to or knowledge of the Confidential Information; or

lawfully received by the Receiving Party from a third party without a duty of confidentiality to the Disclosing Party or the third party.

For the purposes of this agreement, includes, but is not limited to, any information developed for the purposes of promotion of Client’s business by Caspian Creates that is requested by Client to be added to any social media channel, advertisement, website, or any other public facing portion of any deliverable by Caspian Creates, its affiliates, assigns or contractors.

(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: as may be reasonably necessary to perform the Services and provide any Deliverable;

as authorized by the Disclosing Party in writing; or

as required by law.

(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;

ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS; (

Caspian Creates MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR TRADE USAGE;

Caspian Creates DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES; Caspian Creates DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. INDEMNIFICATION

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:

that any Services or any Deliverable provided by Caspian Creates under this Agreement infringe any third-party patent, copyright, trade secret, trademark, right of publicity, or other intellectual property or proprietary right, or bodily injury or property damage directly caused by the negligence or willful misconduct of Caspian Creates.

(C) Caspian Creates is not liable for any Loss if and to the extent the Loss relates to:

any Client Materials;

any instructions or specifications provided by Client;

any Client modification of any of the Services or Deliverable;

Client’s failure to use the most recent version, or any modification of, any Services or Deliverable provided by Caspian Creates;

Client’s breach of this Agreement; or

the negligence or willful misconduct of Client or any other Client Indemnified Person.

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:

that any Client Materials infringe any third party patent, copyright, trade secret, trademark, right of publicity, or other intellectual property or proprietary right; or

bodily injury or property damage directly caused by the negligence or willful misconduct of Client.

(C) Client is not liable for any Loss if and to the extent it relates to: Caspian Creates’s breach of this Agreement; or

the negligence or willful misconduct of Caspian Creates or any other Caspian Creates Indemnified Person.

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:

replace the allegedly infringing item with a substitute;

obtain for the other Party the right to continue using the item; or

terminate the applicable SOW. If Caspian Creates is the indemnifying Party and terminates the applicable SOW, then Caspian Creates will refund to Client a pro rata portion of the fees paid for the affected item, with the refund paid over a period of no more than 36 months, in Caspian Creates’s sole discretion.

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.

13.2. Termination. (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;

if the other Party commits a material breach of this Agreement or a SOW and fails to cure the breach within 30 days of written notice specifying the breach; or

immediately on written notice if the other Party makes a general assignment for the benefit of creditors, or if insolvency, receivership, reorganization, or bankruptcy proceedings are commenced by the other Party (or are commenced against the other Party and not dismissed within 60 days).

(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

14.1. Notices. (A) Notice under this Agreement must be in writing. Notice is effective when received, and will be deemed given:

when received, if personally delivered;

on the earlier of receipt or three days after deposited in the U.S. Mail, if properly addressed, postage prepaid, and sent by certified or registered mail, return receipt requested;

the day after the date sent, if delivered by overnight delivery by FedEx or other nationally-recognized private express courier; or

on acknowledged receipt by the intended recipient, if sent by email or facsimile transmission. An acknowledged receipt is an email or facsimile or other documented acknowledgment of receipt by the intended recipient. An automatic email reply is not an express acknowledgment of receipt.

(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. ‍

14.11 Terms and Conditions, Privacy Policy, and Others Governing Website or Online Services Provided to Client. At no point, now or in the future, shall any provision of this Master Service Agreement, or any other agreement, alter or render null and void, the Terms and Conditions and/or Privacy Policy, or any other policy, governing the use of Caspian Creates's website or any other services operating in connection to or with Caspian Creates' website, user portal, or other service provided in connection with Caspian Creates' website. Said policies shall remain in full effect, and shall survive this Master Service Agreement, regardless of termination of this Master Service Agreement or any other, or any SOW in connection with this Master Service Agreement, or any other. Stated policies will still remain in full effect, and Client will be subject to the terms of any other policy of Caspian Creates that shall survive this contract.