In these Terms and Conditions, the words “Maestro,” “we,” and “us” refer to Maestro Interactive, Inc. The word “you” refers to the user who purchases access to content through or otherwise accesses the Maestro Services. You may not use the Maestro Services unless you accept these Terms and Conditions and have the power and legal right to form a contract with us.
1. "Streaming Data” means the video content, data and information made available to Maestro for the purpose of an event made available through the Maestro Service. For clarity, Streaming Data may include User Data and third-party Intellectual Property Rights. Streaming Data does not include Platform Generated Data."
2. "Intellectual Property Rights” means any and all rights arising from or under any of the following, whether protected, created or arising under the laws of the United States of America or any other jurisdiction in the world: patents (including, but not limited to, any applications, extensions, divisions, continuations,continuations-in-part, reexaminations, reissues, and renewals related thereto), copyrights (including, but not limited to, any applications, registrations and renewals related thereto), trademarks and service marks (including, but not limited to, applications, registrations, and renewals related thereto), trade dress, trade names, trade secret and know-how and any other intellectual property or proprietary rights of any nature, by whatever name or term known or however designated."
3. "Maestro Platform” means the hosted, web-based technology platform developed by Maestro that permits third parties to upload, host, manage and edit content so that users may access and use such content, including all Updates, all Software incorporated therein, any written materials and other documentation that Maestro may make available, and all Intellectual Property Rights in the foregoing."
4. "Maestro Services" means access to and use of the Maestro Platform and the Platform Generated Data pursuant to the Section entitled "Services And License" below.
5. "Order" means the purchase made by you and accepted by Maestro, that specifies the licenses and services being purchased by you, and that references these Terms and Conditions or is otherwise made a part of the Agreement.
6. "Platform Generated Data” means any data which may be generated, recorded or automatically collated by the Maestro Platform in the course of providing the Service including, without limitation, aggregated or anonymized data that cannot be linked to individual end-users, data relating to the frequency and mode of use of the features and functionality of the Service by end-users, preference settings and personalization of the Service by end-users, the time spent on different elements of the Service, the geographical location of end-users, types of browsers and devices and other technical and statistical information derived from the operation of the Maestro Platform and its use by end-users. For the avoidance of doubt, Platform Generated Data excludes User Data.
7. "Software” means all software, technology, implementation tools, editing tools, documentation, text, typefaces, graphics, logos, button icons, images, audio clips, designs, illustrations, configurations, displays, screens, concepts, storyboard process, and other materials.
8. "Update” means any functional improvement, bug fix or other development that is incorporated into the Maestro Platform other than a Modification.
9. "User Data” means the data and information provided by you the end user to either a third party or to Maestro in accordance with this Agreement, including, but not limited to, end user names, email or postal addresses, phone numbers and account information (excluding, for the avoidance of doubt, data generated or collected automatically by the Maestro Platform in the course of or in connection with end-users’ use of the Service).
3. Services And License
1. Service. Subject to your compliance with these Terms and Conditions, Maestro will provide you with access to and use of the Maestro Services. The Maestro Services may be accessed only through Maestro’s designated web-based interface or other tools provided by Maestro, as applicable.
3. Your Data and Security. Maestro shall put in place all commercially reasonable security measures to protect against unauthorized access, alteration, disclosure, and destruction of your Data, where possible employing industry standard technologies to do so.
4. Usage Limitations. In addition to these Terms and Conditions, your rights to access and use the Maestro Services are subject to any limitations and restrictions indicated in the Order.
5. Availability. We will use reasonable efforts to make the Maestro Services available without material interruption, subject to periodic downtime for scheduled maintenance; however, the parties recognize that Internet connectivity issues, unavailability of third-party databases and systems, or other factors outside of our reasonable control may limit or restrict this availability from time to time. We will use reasonable efforts to restore service in the event of unplanned unavailability within our control, and to provide you with advance notice of any scheduled unavailability.
4. Your Responsibilities
1. Generally. You retain full responsibility for your use of the Maestro Services. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Maestro Services, including, without limitation, modems, hardware, software (including web browsers and operating systems), networking, web servers and the like, and for ensuring the security of such equipment, including account passwords and files, and the use of such equipment. You shall also be responsible for maintaining the security of such equipment, your account, passwords and files, and for all uses of your account or equipment with or without your knowledge or consent. For clarity, the preceding sentence does not diminish any usage restrictions or limitations set forth in the Agreement.
2. General Restrictions. You may not: (i) copy, reproduce, modify, adapt, decompile, disassemble, or reverse engineer the Maestro Services or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) use, modify, reproduce, sublicense, distribute, loan, lease, sell, license, or otherwise distribute or provide third parties with access to the Maestro Services, or use them for time sharing or similar purposes for the benefit of any third party, except as expressly permitted under this Agreement; (iii) remove, modify or obscure any copyright or proprietary notices contained in the Maestro Services or any output thereof; (iv) breach, disable, tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Maestro Services; (v) provide Content that is unlawful, offensive or harassing; (vi) introduce or transmit any virus or other malicious code to or through the Maestro Services; (vii) access or use (or permit a third party to access or use) the Maestro Services for purposes of monitoring the availability, performance or functionality of the Maestro Services or for any other benchmarking or competitive purposes (viii) access or use (or permit a third party to access or use) the Maestro Services for any unlawful purpose or any manner not authorized by this Agreement.
3. Compliance. You are solely responsible for ensuring that you are aware of and comply with these Terms and Conditions, and all laws and regulations that pertain to your use of the Maestro Services or the information made available through the Maestro Services.
5. Fees And Payment
Fees. In consideration for our providing the license and services under the Agreement, you agree to pay us the fees set forth in your Order. We will process your payment via credit card in US dollars using systems in compliance with PCI DSS standards.
6. Intellectual Property, Data, And Security
1. Maestro Intellectual Property. Maestro is and will remain the sole owner of the Maestro Services and all software and technologies embodied in or used to provide the Maestro Services, including the Maestro Platform and the Platform Generated Data, and all Intellectual Property Rights therein or relating thereto. We reserve all rights in the foregoing other than the limited, non-exclusive license and access rights that we expressly grant to you in these Terms and Conditions. If you provide any suggestions or other feedback in relation to our products and services, we will be free to use (or not use) the same without restriction and without any compensation or other obligations to you.
2. Our Security Measures. We will employ reasonable and appropriate (and all legally mandated) environmental, safety and facility procedures, data security and backup procedures, and other safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss or alteration of your User Data as stored or otherwise processed by the Maestro Services.
1. Obligations. “Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed by one party to the other in connection with the Agreement or the Maestro Services that is designated as confidential or should be reasonably understood to be confidential (including our pricing). The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party without prior written authorization, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly reserved or granted under these Terms and Conditions. Notwithstanding the foregoing, the receiving party may disclose the other party’s Confidential Information (a) to employees and personnel, including the employees, agents, and personnel of affiliates and its subcontractors, that have a need to know such information, provided that each such person is under a duty of nondisclosure that is consistent with the confidentiality and nondisclosure provisions herein, and (b) to the extent the receiving party is legally compelled to disclose such Confidential Information, provided that the receiving party shall give advance notice of such compelled disclosure to the other party, and shall cooperate with the other party in connection with any efforts to prevent or limit the scope of such disclosure or use of the Confidential Information. The receiving party will promptly return or destroy the other party’s Confidential Information upon request.
2. Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; or (iii) was independently developed by the receiving party without violation of these Terms and Conditions.
3. Remedies. The parties recognizes that the Confidential Information is of a special, unique, extraordinary and intellectual character, which gives it peculiar value, the loss of which may not be reasonably or adequately compensated in damages in any action at law and that a breach of this Section 8 may cause irreparable injury and damage. In addition to any other remedies in equity or at law, the disclosing party will be entitled to seek the remedies of injunction, specific performance and other equitable relief to prevent a breach of these Terms and Conditions by the receiving party without the necessity of proving damages.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS, THE MAESTRO SERVICES AND ANY RELATED MATERIALS OR SERVICES WE MAY FURNISH UNDER THE AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. MAESTRO DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation Of Liability
1. Wavier of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAESTRO AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, (COLLECTIVELY, THE “MAESTRO ENTITIES”) WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR INFORMATION, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES TO BE PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Liability Cap. THE CUMULATIVE LIABILITY OF THE MAESTRO ENTITIES FOR DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT OR THE SOFTWARE OR SERVICES TO BE PROVIDED HEREUNDER SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO MAESTRO UNDER THE AGREEMENT FOR THE SERVICE PERIOD TO WHICH SUCH DAMAGES PERTAIN.
3. Basis of Bargain. The foregoing exclusions of damages and limitations of liability, and the allocation of risk they represent, are an essential, bargained-for part of the Agreement, and will apply to the fullest extent permitted by law, even if any limited remedy fails of its essential purpose.
1. Arbitration & Class Action Waiver; No Jury Trial. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising out of this Agreement, and whether involving Maestro or any third party (other than any proceeding commenced by either party seeking an injunction, a restraining order, or any other equitable remedy or a proceeding commenced by either party in small claims court), either party may demand that the dispute be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. If AAA is completely unavailable, and if you and we cannot agree on a substitute, then either you or we may request that a court appoint a substitute. The rules in this arbitration agreement will be followed if there is disagreement between the agreement and the arbitration forum’s procedures. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act (FAA). Any such arbitration must be conducted by one arbitrator. If the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; or (ii) through a non-personal appearance-based telephone hearing. YOUMAY ONLY BRING CLAIMS IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME ARBITRATION UNLESS THEY ARISE FROM THE SAME TRANSACTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT CONTEMPLATED HEREBY OR RELATED HERETO AND IN ANY ACTION DIRECTLY OR INDIRECTLY RELATED TO OR CONNECTED WITH THE ISA PROVIDED FOR HEREIN, OR ANY CONDUCT RELATING TO THE ADMINISTRATION OR ENFORCEMENT OF SUCH ISA (INCLUDING WHETHER BY OR AGAINST THE PLATFORM MANAGER OR PROGRAM MANAGER) OR ARISING FROM THE RELATIONSHIP OF ANY OF THE PARTIES REFERENCED HEREIN. YOU ACKNOWLEDGE THAT THIS WAIVER MAY DEPRIVE YOU OF AN IMPORTANT RIGHT AND THAT SUCH WAIVER HAS KNOWINGLY BEEN AGREED TO BY YOU.
2. Assignment. You may not assign the Agreement, in whole or in part, without our prior written consent, which will not be unreasonably withheld. Any attempt by you to assign the Agreement without such consent will be null and of no effect. We may assign the Agreement to any of our affiliates or to any successor or acquirer of our business or of our rights or assets associated with the Maestro Services. Subject to the foregoing, the Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
3. Force Majeure. Neither party shall be liable for any delay or failure in performance (other than non-payment of amounts owing) due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes or labor disputes, civil disturbances or interruptions in power, communications, transportation or the like, so long as such party makes every reasonable effort to perform as circumstances permit.
4. Severability. If any part of the Agreement is held to be unenforceable or invalid, in whole or in part, by a court of competent jurisdiction, its remaining provisions will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
5. Waiver. The waiver of a breach of any provision of the Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of that or any other provision.
6. Notices. All notices permitted or required under the Agreement shall be in writing, will reference the Agreement, and shall be delivered in person, by overnight courier or express delivery service, or by first class, registered or certified mail, postage prepaid, or by confirmed email delivery, to the address of the party specified on the Order or such other address as either party may specify by notice as described above. Notices will be deemed to have been given upon receipt.
7. Governing Law. The Agreement will be governed by both the substantive and procedural laws of California, excluding its conflict of law rules and the United Nations Convention for the International Sale of Goods.
8. Revisions to Terms and Conditions. We may change these Terms and Conditions and our policies from time to time. We may inform you of any such changes by posting the revised version to our website at the same URL as the original version.
9. Entire Agreement. The Agreement constitutes the entire agreement between you and Maestro regarding the Maestro Services and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof.