Terms of Service

The following Terms of Service and conditions are entered into between the customer identified on the applicable Quote (as defined below) (“You” or “Your”) and the Caspian entity identified on the Quote (as defined below) (“Caspian”). These terms of service and conditions, together with any documents Caspian expressly incorporates by reference (collectively, these “Terms of Service”) govern Your access to and use of Caspian’s proprietary, hosted platform for automating custom duty refund processing (“Caspian Platform”), as well as any related content, products, tools and consulting services provided by Caspian (collectively, the “Services”) and constitute a binding legal agreement between You and Caspian.

You must read these Terms of Service carefully. By agreeing to and executing the Caspian Quote (“Quote”), You hereby confirm that You have read, understood, and agreed to these Terms of Service. If You agree to these Terms of Service on behalf of a corporation or any other legal entity, You hereby represent and warrant that You have the authority to bind that entity to these Terms of Service. 

1. SERVICES.

1.1. Account. Subject to Your compliance with these Terms of Service, Caspian offers You access to certain Services through the Caspian Platform as described in the applicable Quote. Each Quote is to be separately executed, and when executed these Terms of Service are incorporated into and are a part of the Quote, which Quote and Terms of Service are legally binding. To the extent a conflict exists between the Terms of Service and an executed Quote, these Terms of Service shall govern, except to the extent expressly provided otherwise in the applicable Quote with reference to the Section of this Terms of Service that is amended. The Services are intended to assist You in leveraging the Caspian Platform and other Caspian Services, including, but not limited to the preparation and filing of drawback claims. You hereby confirm that all information, including data, that You provide to Caspian on the Caspian Platform, or otherwise in writing is true, accurate and up to date at all times.

1.2. License. By accepting these Terms of Service and conditioned upon Your timely payment of the Fees, Caspian hereby grants You a non-exclusive, revocable, limited, personal, non-transferable, non-sublicensable license to access and use the Services (including the Caspian Platform), subject to the Terms of Service and conditions of these Terms of Service.

1.3. Prohibited Uses. You will not, nor will You permit any third party to: (a) copy, modify, download, adapt, translate or create derivative works of the Caspian Platform, (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Caspian Platform, (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Caspian Platform or the Services, (d) remove any proprietary notices or labels from the Services, (e) interfere with or disrupt the operation of the Caspian Platform or the Services, (f) use the Caspian Platform or the Services to build or test a competitive product, (g) use the Caspian Platform or Services in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be made available to the public, (h) directly or indirectly take any action to contest Caspian’s intellectual property rights or infringe or misappropriate them in any way, or (i) allow any third party to access the Caspian Platform.

1.4. Caspian Rights. Caspian has the right to: (a) monitor Your use of the Caspian Platform and the Services, (b) inspect Your compliance with these Terms of Service, and (c) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use. Without limiting the foregoing, Caspian reserves the right to access, read, preserve, and disclose any information obtained in connection with the Services or access to the Caspian Platform as necessary to: (i) comply with applicable law or legal process, (ii) enforce these Terms of Service, (iii) detect, prevent, or address fraud, security or technical issues, or (iv) respond to support requests.

1.5. Third-Party Services. The Services may contain links to third-party websites, applications, services, products or resources (the “Third-Party Services”). Such links are provided for convenience only, and Your use of Third-Party Services is at Your own risk and subject to their Terms of Service. Caspian disclaims any responsibility for Third-Party Services.

2. PAYMENTS.

2.1. Fees and Invoices. You shall pay Caspian the commissions, fees and expenses for the Services as specified in the applicable Quote (the “Fees”). Unless otherwise specified in the applicable Quote, invoiced Fees are due upon the invoice date. All payment obligations are non-cancelable, and Fees paid are non-refundable. Any late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permissible under applicable law, and you shall reimburse Caspian for all reasonable costs incurred by Caspian in collecting any late payments or interest, including attorney’s fees, court costs, and collection agency fees.

2.2. Taxes. Unless a Quote specifically states otherwise, all Fees set forth Quote exclude any and all applicable national, federal, state and/or local taxes, withholdings, duties, tariffs, excise fees, and similar charges (“Tax(es)”) imposed by any government or regulatory authority with respect to the Services provided. You shall pay such Taxes (other than income Tax owed by Caspian) to the appropriate governmental or regulatory authority when due and are solely responsible for all penalties, interest, additional Taxes or other charges that are demanded from, levied or assessed against Caspian as a result of any delay or failure by You to pay a Tax, file a return or provide information required by applicable laws or the Quote.

3. CHANGES.

3.1. Changes to these Terms of Service. Caspian may update these Terms of Service from time to time. When Caspian makes changes, Caspian will update the “Last Revised” date at the top of this page and will also provide notice through the Services or by email. Your continued use of the Services after such updates constitutes Your acceptance of the revised Terms of Service. 

4. CASPIAN IP.

4.1. Caspian IP. Caspian owns and shall retain all right, title and interest in and to the Services, the Caspian Platform, and all modifications, enhancements, customizations, updates, upgrades and derivative works thereof (collectively, the “Caspian IP”). Caspian IP expressly excludes User Content (as defined below) and Third-Party Services.

4.2. Feedback. Any error reports, feature requests, ideas, concepts and other feedback or suggestions related to the Caspian Platform or the Services (collectively, “Feedback”) that You provide to Caspian is owned exclusively by Caspian. You hereby irrevocably assign and transfer all right, title and interest in and to such Feedback, including all intellectual property rights therein, and waive any rights of attribution or authorship, without additional consideration. To the extent that any such assignment or transfer of Feedback is not permitted, You hereby grant to Caspian an exclusive, perpetual, irrevocable, worldwide, fully paid-up, and royalty-free license (with the right to sublicense) to use, reproduce, modify, distribute, display, perform, and otherwise exploit such Feedback in any manner and for any purpose.

4.3. Caspian Marks. All trade names, trademarks, service marks, logos, and domain names associated with Caspian or the Services, whether registered or unregistered (collectively, “Caspian Marks”), are and shall remain the exclusive property of Caspian and its third-party licensors. You agree not to use or register, or assist others to use or register, any Caspian Marks or confusingly similar marks without Caspian’s prior written consent, in each instance. Any permitted use of Caspian Marks shall inure solely to Caspian’s benefit, including all goodwill arising from such use. 

5. USER CONTENT.

5.1. Ownership. As between the parties, You are and shall remain the sole and exclusive owner of all data, information, and other content submitted or uploaded by You through the Services (“User Content”). By submitting or uploading User Content, You grant Caspian a worldwide, perpetual, non-exclusive, royalty-free, transferable, and sublicensable right and license to use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works on such User Content, in whole or in part, in any media, (a) solely as necessary to provide, maintain and improve the Services, (b) as required to comply with applicable law, including for record-keeping obligations with U.S. Customs and Border Patrol for a period of seven (7) years following termination of these Terms of Service or any Quote, and (c) irrevocably for purposes of internal development, testing, training, evaluating, modifying, enhancing, supporting, and creating software and algorithms for the Caspian Platform and any improvements and enhancements thereto.Caspian may use the Caspian Platform for its and its affiliate’s internal and commercial purposes.

5.2. Restrictions. You agree not to upload, transmit, or share through the Services any content that is defamatory, obscene, harassing, unlawful, infringes intellectual property rights, promotes violence, or otherwise violates applicable law. Caspian reserves the right to remove or refuse to post any User Content for any reason, including content that violates these standards.

5.3. Data Security. Caspian will maintain a security program materially in accordance with industry standards that is designed to (a) ensure the security and integrity of User Content, (b) protect against threats or hazards to the security or integrity of User Content, and (c) prevent unauthorized access to User Content. You acknowledge that security cannot be guaranteed, however, and agree that Caspian will have no liability or responsibility for damages resulting from unauthorized access to or disclosure of User Content, other than access or disclosure to the extent resulting directly from gross negligence or willful misconduct of Caspian.

6. TERM & TERMINATION.

6.1. The term of these Terms of Service shall continue for the term specified on the Quote (the “Term”) and shall expire at the end of such Term, unless earlier terminated pursuant to the Terms of Service hereof. 

6.2. Either party may terminate these Terms of Service or any Quote at any time with or without cause for its convenience, effective upon thirty (30) days notice to the other party. Either party may terminate these Terms of Service, effective on written notice to the other party, if the other party materially breaches these Terms of Service, and such breach (a) is incapable of cure, or (b) being capable of cure, remains uncured seven (7) days after the non-breaching party provides the breaching party with written notice of such breach.

6.3. Caspian may suspend, limit or terminate Your access to the Service at any time where such action is justified by specific reasons, including if: (a) You violate these Terms of Service, (b) continued access may result in harm to the Caspian Platform or Services, (c) Caspian receives a judicial or governmental order requiring such action, or (d) Caspian reasonably believes that Your continued access to or use of the Services violates applicable law. Where practicable, Caspian will provide notice prior to suspension or limitation, except where immediate action is necessary to prevent imminent harm.

7. CONFIDENTIALITY. 

7.1. Definition. “Confidential Information” means all trade secrets or confidential or proprietary information, including, but not limited to, sales and operating information, User Content, existing and potential business and marketing plans and strategies, development plans, pricing (including the fees payable by You hereunder), financial information, personal information, policies and procedures, information relating to processes, specifications, programs and any other materials (tangible or intangible, machine- or human-readable) that the Disclosing Party (as defined below) considers confidential and/or proprietary and that are disclosed by or through the Disclosing Party to the Receiving Party (as defined below), either in writing, orally, electronically, photographically, or in any other recorded form, or by observation. The Caspian Platform and Caspian’s machine learning models, methodologies, work approaches, tutorials, procedures, techniques, algorithms, and processes constitute Caspian Confidential Information. Notwithstanding anything herein to the contrary, however, “Confidential Information” shall not include any information to the extent it: (a) is or becomes a part of the public domain through no act or omission on the part of the Receiving Party, (b) is in the Receiving Party’s possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under these Terms of Service, as evidenced by the Receiving Party’s written records, (c) is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto and who obtained such information lawfully, (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records, or (e) is released from confidential treatment by written consent of the Disclosing Party.

7.2. Obligation of Confidentiality. The parties acknowledge that each party, as recipient (a “Receiving Party”), may receive Confidential Information of the other party (a “Disclosing Party”). The parties shall treat all Confidential Information as confidential and proprietary. The Receiving Party agrees to hold all Confidential Information in strict confidence and not to (a) copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than the Receiving Party’s or its affiliate’s employees, or its employees, agents, or subcontractors (in the case of Caspian), in each case who have a need to know in connection with the performance of these Terms of Service or the exercise of the Receiving Party’s rights hereunder, or (b) use such Confidential Information for any purposes whatsoever other than the performance of these Terms of Service or as otherwise permitted hereunder. The Receiving Party agrees to advise its employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential and shall be responsible for any wrongful disclosure or use by any such persons.

7.3. Cooperation to Prevent Disclosure of Confidential Information. Receiving Party will use, at a minimum, the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information of like importance, but in no event less than commercially reasonable efforts. Without limiting the foregoing, Receiving Party will advise Disclosing Party immediately in the event Receiving Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of these Terms of Service and each Receiving Party will cooperate with Disclosing Party in seeking injunctive or other equitable relief against any such person.

7.4. Remedies for Breach of Obligation of Confidentiality. Each of the parties acknowledges that breach of a Receiving Party’s obligation of confidentiality may give rise to irreparable injury to Disclosing Party, which damage will be inadequately compensable in the form of monetary damages. Accordingly, Disclosing Party may seek to obtain injunctive and equitable relief against the breach or threatened breach, without the obligation of posting a bond, of the foregoing undertakings in any court of competent jurisdiction, in addition to any other legal remedies which may be available.

8. REPRESENTATIONS AND WARRANTIES.

8.1. Caspian Warranties. Caspian represents, warrants and covenants that: (a) it has obtained and will maintain all necessary licenses, permits, and approvals required by applicable law to perform the Services contemplated under these Terms of Service, and (b) it will perform the Services in a professional and workmanlike manner, using a degree of skill, care, and diligence consistent with generally accepted industry standards for similar services.

8.2. Your Warranties. You represent, warrant and covenant that: (a) You have full power and authority to execute, deliver, and perform Your obligations under these Terms of Service, including the right to disclose and grant the rights contemplated with respect to the User Content, (b) You are the lawful owner of, or otherwise possess sufficient rights, licenses, consents, and permissions in and to the User Content to permit its disclosure and use by Caspian for the Services without violating the rights of any third party, (c) the User Content provided is true, complete, and accurate in all material respects as of the date such User Content is made available to Caspian, and You have not intentionally omitted, modified, or suppressed any material information necessary to render the User Content misleading in any material respect, and (d) You have obtained all necessary consents (or have another appropriate lawful basis) and have provided all information, notices, and choices required under applicable data protection laws relating to the processing of User Content pursuant to these Terms of Service.

8.3. No Reliance. The information presented on or through the Services is made available solely for general information purposes. Caspian does not warrant the accuracy, completeness, or usefulness of this information. Caspian relies exclusively on User Content supplied by You and does not undertake any independent verification of such User Content. Accordingly, Caspian shall have no liability for any inaccuracies, omissions, or errors in the User Content provided, and any such errors or inaccuracies shall be the sole responsibility of You. Any reliance by You on such information is strictly at Your own risk, and you further acknowledge that laws, orders and regulations applicable to the Services may change at any time with or without notice resulting in the loss of, termination, clawback or other interference with any drawbacks, refunds, credits, reimbursements or otherwise described under the Services. Caspian does not recommend, endorse or represent the efficacy, appropriateness or suitability of any specific tests, procedures, treatments, services, opinions, or other information that may be made available through the Services. Caspian disclaims all liability and responsibility arising from any reliance placed on such materials by You. Caspian may update the information on the Services from time to time.

8.4. You understand and agree that the Services are provided on an “as is” and “as available” basis. To the fullest extent permissible pursuant to applicable law, Caspian and its affiliates, licensors and service providers disclaim all warranties of any kind, whether express, implied, statutory or otherwise, including, without limitation, warranties of title, non-infringement, accuracy, reliability, availability, merchantability and fitness for a particular purpose.

8.5. Without limiting the foregoing, Caspian and its affiliates, licensors and service providers make no warranty that: (a) the Services will meet Your requirements or expectations, (b) the use of the Services will be uninterrupted, timely, secure, or error-free, (c) defects will be corrected, (d) any data used to train or operate the Services will be entirely free of biases, or omissions, or will be periodically reviewed or updated. Any content accessed, downloaded or otherwise obtained on or through the use of the Caspian Platform is used at Your own discretion and risk. Caspian does not accept any responsibility and shall not be held liable for any damage to Your computer system, loss of data, or any other harm that may arise from the download or use of any content on the Caspian Platform.

9. LIMITATIONS OF LIABILITY.

9.1. Except as set forth in Section 7.4, to the maximum extent permitted by law, Caspian shall not be liable to You for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any lost profits, lost data, business interruption, reimbursements, refunds, penalties, fines or forfeitures, changes in law, whether based on contract, tort, or any other legal theory, even if it has been informed of the possibility of such damages. To the fullest extent permitted by applicable law, the total liability of Caspian and its affiliates, licensors, service providers, employees, agents, officers, and directors, for any claims arising out of or in connection with the Services, regardless of the legal basis (including contract, tort, or otherwise), shall be limited to the lesser of (a) the amount of Fees paid by You under the particular Quote upon which the applicable Services are provided, or (b) the aggregate amount of Fees paid by You to Caspian for the Services giving rise to the claim in the twelve (12) month period immediately preceding the event giving rise to such claim. 

9.2. Each party understands and agrees that the foregoing limitations and exclusions are essential elements of these Terms of Service, and such limitations and exclusions shall apply notwithstanding any failure of essential purpose of any limited remedy.

9.3. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

10. INDEMNIFICATION.

10.1. You shall defend, indemnify and hold harmless Caspian, its subsidiaries, affiliates, officers, directors, agents, employees and assigns, from and against all third party claims and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) payable to third parties arising out of or relating to: (a) Your use or misuse of the Services or the Caspian Platform, including any violation of these Terms of Service or applicable law, (b) any data, information, or User Content submitted, uploaded, or transmitted by You or on Your behalf, or (c) any breach of any of the representations, warranties, or covenants set forth in these Terms of Service or the Quote.

11. MISCELLANEOUS.

11.1. Entire Agreement; Amendment. These Terms of Service, including the Quote, sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between the parties with respect to the subject matter hereof. No subsequent alteration, amendment, change or addition to these Terms of Service shall be binding upon the parties unless reduced to writing and signed by an authorized officer of each party.

11.2. Governing Law; Venue. These Terms of Service are governed by the laws of the State of California without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. You irrevocably consent to the personal jurisdiction of the state and federal courts located in California for any suit or action arising from or related to these Terms of Service and waive any right You may have to object to the venue of such courts. You further agree that these courts will have exclusive jurisdiction over any such suit or action initiated by You against Caspian.

11.3. Severability. If, for any reason, any part of these Terms of Service is adjudicated invalid, unenforceable, or illegal by a court of competent jurisdiction, such adjudication shall not, to the extent feasible, affect or impair, in whole or in part, the validity, enforceability, or legality of any remaining portions of these Terms of Service. All remaining portions will remain in full force and effect.

11.4. Assignment. You may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Caspian. Caspian may assign these Terms of Service or any of its rights under these Terms of Service to any third party without Your consent. Any purported assignment or delegation in violation of this Section 11.4 will be null and void. These Terms of Service are binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

11.5. Waiver. The failure of a party to insist upon strict performance of any provision of these Terms of Service or to exercise any right arising out of these Terms of Service shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such party.

11.6. Force Majeure. Neither party shall be responsible to the other for any failure or delay in performing any of its obligations under these Terms of Service or for other nonperformance hereunder (excluding, in each case, the obligation to make payments when due) if such delay or nonperformance is caused by strike, fire, flood, earthquake, accident, war, act of terrorism, act of God, epidemic, pandemic, or of the government of any country or of any local government, or by any other cause unavoidable or beyond the control of any party hereto (each, a “Force Majeure Event”). In the event of a Force Majeure Event, such affected party shall use commercially reasonable efforts to resume performance of its obligations and will keep the other party informed of actions related thereto. If performance is excused because of a Force Majeure Event for more than thirty (30) days, these Terms of Service may be terminated by the party not claiming the Force Majeure Event upon written notice to the other party.

11.7. Counterparts; Electronic Signatures. These Terms of Service may be executed in any number of counterparts, each of which is deemed an original, but all of which together constitute one instrument. These Terms of Service may be executed and delivered electronically and upon such delivery such electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

11.8. No Third Party Beneficiary Rights. These Terms of Service are not intended to and shall not be construed to give any third party any interest or rights (including any third party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby, except as otherwise expressly provided for in these Terms of Service, including with respect to the license granted to You in Section 11.8 hereto.

11.9. Construction. Section headings are included in these Terms of Service are merely for convenience of reference; they are not to be considered part of these Terms of Service or used in the interpretation of these Terms of Service. No rule of strict construction will be applied in the interpretation or construction of these Terms of Service.

11.10.Cumulative Remedies. No remedy referred to in these Terms of Service is intended to be exclusive unless explicitly stated to be so, but each shall be cumulative and in addition to any other remedy referred to in these Terms of Service or otherwise available under law.