Maestro provides the Service that allows you to access, stream, and manage your digital content remotely from a variety of online and mobile devices through the use of the Software and data servers which are connected to the internet, in addition to a broad range of entertainment related content and merchandise. Maestro reserves the right to modify this Agreement and/or the Service and may discontinue or revise any or all other aspects of the Service at any time. Once you subscribe to the Service, you shall receive a password and user name for your account. You are solely and entirely responsible for maintaining the confidentiality of your password. Furthermore, you are solely and entirely responsible for any and all activities, which occur under your account. You agree to immediately notify Maestro of any unauthorized use of your account or any other breach of security known to you.
2. ENROLLMENT IN THE SERVICES
In exchange for applicable fees, if any, and subject to the Agreement and the limitations described below, you will be granted the right to access, manage, and stream music tracks that are available as part of the applicable Service(s) according to the terms specified during the registration process, and simultaneously have access to our broad range of contextual information about the artists you are listening to, information on their recordings, related content, merchandise, in addition to the social connectivity, discovery, and messaging features. In order to access your Service(s), you must possess the hardware and software required by the Application, and be connected to the Internet. By subscribing to or accessing the Service, you are representing to us that you are authorized to use the credit card you submit for payment, when applicable.. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of said person, any charges associated with that person's use of any of the Services, and that person's compliance with this Agreement. You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold MAESTRO and its affiliates and distribution and syndication partners harmless from any breach of this Agreement.
3. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Maestro grants to you a non-exclusive, non-transferable right to (i) use the Software on your personal computer, (ii) use the applicable software on its mobile applications and (iii) use all electronic or written user guides, manuals, literature, drawings, materials and other documentation for and related to the Software generally made available by Maestro to end users ("Documentation"), solely during the term of this Agreement.
4. TERM, FEES AND PAYMENTS
Applicable fees for Services may include a periodic (e.g., monthly, quarterly or annual) subscription fee based on the particular Service requested, transaction fees, and taxes.
(a) Free Trial Period
Once you have registered for a subscription to the Service(s) of your choice, we may offer you a one-time, free trial period during which you can try out such Service(s) for free ("Free Trial Period"). The length of any such Free Trial Period, and the particular Services included, may vary, and will be indicated at the time you register for your subscription. If you terminate your subscription prior to the expiration of the Free Trial Period, you will not have any financial obligation with respect to your subscription, and your credit card will not be charged for your use of the Service. The Free Trial Period will expire at midnight Eastern Standard Time on the last day of the Free Trial Period, and your initial paid subscription will automatically be activated at 12:01am on the day following the last day of your Free Trial Period ("Activation Date"). If offered, each user is entitled to a Free Trial Period only one time per Service. If you subscribe to a Service after you have already received a Free Trial Period on such Service, your credit card will be billed immediately upon registration. Free trials are also limited to one per credit card. Should two customers use the same credit card to subscribe to MAESTRO, only the first customer is eligible to receive a Free Trial Period.
(b) Initial Subscription Payment
By registering for one of the Services, you agree that if you do not cancel your subscription before the expiration of your Free Trial Period, if offered, you will pay the applicable fees for the Service that you select upon registration. If you do not cancel your subscription prior to the expiration of the Free Trial Period, if offered, we will charge your credit card, on your Activation Date, the applicable fees indicated at the time you registered for the subscription. Your applicable fees will automatically be charged to the credit card you designated as the credit card to be billed for your account.
(c) Automatic Subscription Renewal
Unless you notify us of your decision to terminate your subscription, your subscription will automatically renew at the end of each subscription term. Your renewed subscription will have the same duration as the subscription being renewed (e.g. one month, annual, etc.). At the time of renewal, your credit card will be charged our then-current fees for the applicable subscription, provided that if the fee for your renewal Service has increased, we will do our best to notify you at your designated email address at least fourteen (14) days prior to renewal so that you have an opportunity to elect not to renew.
(d) Your Billing Date
Your credit card will be charged for the renewal term of your Service on your billing date ("Billing Date"), based on the type of subscription (e.g., on a particular date each month for a monthly subscription, etc.). If, however, your Activation Date is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Billing Date for that particular renewal will be on the last day of the month in which your Billing Date would otherwise be.
(e) Early Termination
Some subscription plans may be provided and priced based on your commitment to subscribe for a minimum period of time, e.g. six months. In said case, such minimum commitment will be based on your Billing Date, rather than the first or last day of a calendar month. You acknowledge that, in the event of early termination by you, we may incur costs and/or diminution in the value of the agreement that may be difficult to measure. Therefore, in the event of early termination for any reason (including voluntary termination by you or credit card expiration), an early termination fee, stated at the time of registration if applicable, may be charged to you as MAESTRO's liquidated damages resulting from your early termination.
(f) No Warranties
WITHOUT LIMITING ANY PROVISION HEREIN, MAESTRO MAKES NO WARRANTY THAT ANY PARTICULAR COMPUTER, PORTABLE DEVICE, OR OTHER HARDWARE WILL BE COMPATIBLE WITH MAESTRO APPLICATIONS. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR PLAYBACK SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE APPLICATIONS.
(g) No Refunds
All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.
(h) Methods of Payment and Credit Card Terms
All payments must be made by VISA, MasterCard, American Express, Discover Card, or PayPal. We do not accept cash, checks or any other payment form. AS BETWEEN YOU AND MAESTRO, YOU - AND NOT MAESTRO - ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHO HAD ACCESS TO YOUR CREDIT CARD OR CREDIT CARD NUMBER, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU. You agree to pay all fees and charges incurred in connection with your subscription and its password (including any applicable taxes) at the rates in effect when the charges were incurred. If MAESTRO does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by MAESTRO.
(i) Unauthorized Charges
Unless you notify MAESTRO of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your credit card statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release MAESTRO from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to MAESTRO within sixty (60) days of its first appearance on an invoice or credit card statement.
(j) Late Payments
Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription to the applicable Service(s).
The price for service excludes all taxes unless stated otherwise. We collect taxes at the rate in effect at the time your transaction is completed. If the tax rate changes before the transaction is completed, the new tax rate in effect will apply. We cannot accept exemption certificates for purchases made online. Contact customer service if you wish to prove any transaction is exempt from tax.
(l) Transaction Fees
MAESTRO may impose an additional transaction fee based on transactions associated with the Services, including a transaction fee applied to your periodic subscription fee. Such transaction fee will be disclosed to you prior to your agreement to the relevant transaction, such as through the order path for a subscription Service, by email notification concerning your Services and applicable fees, through the order path for downloadable tracks, goods, merchandise, or in a similar, explicit manner.
(m) Credit Card Authorization
If you request access to the online marketplace, or to certain other Services for which a fee is charged based on each individual transaction (typically, the purchase of downloadable tracks, goods, or burns), MAESTRO may seek authorization of your credit card to validate your ability to charge the fees to access the applicable Services prior to the first purchase. The authorization amount is typically $20, but may vary based on the relevant Services. This is standard for online music. This authorization is not a charge. However, this authorization may reduce your available credit by the authorization amount until your bank's next processing cycle.
(n) Modifications to Fees or Billing Terms
MAESTRO RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT OR SERVICES PROVIDED BY MAESTRO, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED MAESTRO ACCOUNT OR EMAIL ADDRESS. IF ANY SUCH CHANGE IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE YOUR SUBSCRIPTION BY CONTACTING CUSTOMER SERVICE. YOUR CONTINUED USE OF THE SERVICE(S) FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO FEES OR BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. YOUR ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU GIVE CONSENT TO MAESTRO TO EMAIL YOU WITH NOTICES CONCERNING A MATERIAL CHANGE IN THE TERMS OF THIS AGREEMENT, THE APPLICATION OR SERVICE(S) TO WHICH YOU HAVE SUBSCRIBED.
(o) “Invite Friends” or “Refer a Friend” Campaigns
If You are taking part in one of MAESTRO's “Invite Friends” or “Refer a Friend” promotions or campaigns then by accepting the Agreement, You are also agreeing to the following specific terms.
1. A Qualified Referral is defined as the first credit card trial started on the Web at the www.maestro.fm site (the "Site") by a person (a "Referred Customer") who has not previously taken a trial via the Site, and who arrives at the Site not via another person's Invite Friends or Refer-a-Friend Program link ("Personal Link"). Only one Qualified Referral can be earned for each Referred Customer.
2. Personal Links will be issued only to individuals. An individual must be registered at the Site to be issued a Personal Link, but the individual does not have to have to be a paid subscriber yet.
3. The individual who was issued a Personal Link by MAESTRO will be considered to be the "Referring Customer" for all Qualified Referrals made using that Personal Link, regardless of whether a Referred Customer obtained the Personal Link directly from the Referring Customer or from another source.
4. For each three (3) new Qualified Referrals that sets up an account with MAESTRO, downloads the MAESTRO Connector, adds their media, and adds an avatar, and invites their friends, you will earn two (2) free gigs of digital space within the MAESTRO service, up to the annual maximum number of Qualified Referrals allowed. Trials sign ups cancelled by the Referred Customer prior to completing the registration process do not qualify as a valid referral.
5. Rewards credits will be issued to your account once the requirements have been met and validated.
6. If a Referring Customer provides a Personal Link to another person by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends and family members. Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of the Referring Customer's account and deactivation of the Personal Link.
7. MAESTRO Music, Inc. reserves the right to cancel the Refer-a-Friend Program or to change these terms and conditions at any time in its sole discretion.
8. MAESTRO expressly reserves the right to close the account(s) of any referring customer and/or friend, and to request proper payment if the referrer and/or friend attempts to use the Tell A Friend Program in a questionable manner or referral link in breach of these Terms and Conditions or in violation of any law, statute or governmental regulation.
9. MAESTRO does not guarantee delivery time on any rewards earned, nor does it guarantee receipt of any rewards.
IN NO EVENT SHALL MAESTRO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR PARTICIPATION IN THE REFERRAL PROGRAM, INCLUDING - BUT NOT LIMITED TO - SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF MAESTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAESTRO'S MAXIMUM AGGREGATE LIABILITY TO REFERRER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE ZERO DOLLARS ($0). REFERRER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.
5. TERM AND TERMINATION
This Agreement is effective from the date you download or install the Software and with respect to the use of the Software, unless earlier terminated, and continues for the duration of Maestro's Copyright in the Software. The following Sections shall survive termination of this Agreement for any reason: [5, 7, 12, 14, 16, 17, 20, 21, 22, 24]
(b) Termination By You
To cancel your subscription to any of the Services, please sign in to your account, and contact Customer Service by email with clear directions to “Cancel” your Subscription. Your Subscription will be terminated upon acceptance of the email by MAESTRO, and accounted for on that date. Once you have terminated your subscription, we will stop billing your credit card until and unless you re-subscribe to a Service. However, please note that there may be an early termination fee, as described in Section 2(e) above, based on your subscription. All fees paid and charges made prior to termination as provided herein are nonrefundable, including any advance charge or payment for the subscription term during which you terminate your subscription. Termination of your subscription shall not relieve you of any obligations to pay accrued charges. Upon termination of this Agreement for any reason, you agree to destroy all copies of the Software.
(c) Termination By Us
You agree that MAESTRO, in its sole discretion, with or without prior notice, may freeze or terminate your username, password or use of the Application and/or Service(s) (or any part thereof) for any reason, including, without limitation, if MAESTRO believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. MAESTRO may also, in its sole discretion and at any time, modify or discontinue providing the Application and/or any Service, or any part thereof, with or without notice. Further, you agree that MAESTRO shall not be liable to you or any third-party for any interference with or termination of your access to the Application and/or any Service.
6. SUPPORT AND CUSTOMER SERVICE
MAESTRO may, but is not required to, provide you with customer support ("Support"). Unless you have entered into a separate written support agreement with MAESTRO with respect to the Service, MAESTRO may terminate any Support it provides at any time in its sole discretion. MAESTRO makes no warranties or representations regarding the availability, accuracy or response time of such Support. Additional information regarding the Software and the Service is available on-line at MAESTRO's knowledge base accessed from within the product interface.
You understand and agree that MAESTRO is solely responsible for all customer service, help, billing and account issues related to your subscription. Neither your ISP nor any third party website through which you may have accessed any Service is responsible for customer service, help, billing and account issues related to your subscription. You agree not to direct any questions, requests for assistance, or inquiries about the Application or any Service to your ISP or to any third party website through which you may have accessed the Application or any Service. For assistance, please contact Customer Service.
Authorized third-party software that uses the Service is not supported by MAESTRO and you should contact the provider of such software for support, if any.
See the MAESTRO Privacy Statement at http://www.maestro.fm/privacy for disclosures relating to the collection and use of your information.
8. YOUR ACCOUNT INFORMATION
(a) True and Complete
You agree to provide true, accurate, current and complete information about yourself and your billing information as prompted by the subscription process (such information being the "Account Information").
(b) Updating Your Account Information
You may update any of your Account Information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated card by selecting "Payment Info" from the My Account Settings option and then modifying and submitting the appropriate fields.
(c) Our Use of Account Information
(d) Stolen Account Information Your Responsibility
You are solely and entirely responsible for maintaining the confidentiality of your password, and for any and all activities that occur under your account. If you believe someone has accessed any Service using your user name and password without your authorization, it is your responsibility to set up a new password by selecting "Password Change" from the My Account Settings option.
You acknowledge and agree that the Software and the Service enable you to personally access digital content that you have stored on your personal computer, on MAESTRO servers, or regularly access on the web. You further acknowledge and agree that it is your sole responsibility to determine that you have all rights necessary under Copyright law to store and view the selected digital content through the use of the Software and the Service, and to ensure that you use the Software and the Service in compliance with any and all restrictions placed on your use of such digital content, whether such restrictions are imposed by the applicable content owners or by your service providers. Presentation or use of any content or media, which you have not obtained in a legal or otherwise lawful manner may violate current copyright laws. MAESTRO reserves the right to remove any such content upon acknowledgement of the offending works, and may ban any user found to be purposely infringing on said copyright laws and intellectual property rights.
10. SOFTWARE UPDATES
(a) Automatic Update Feature
You understand that from time to time, MAESTRO may elect to update the MAESTRO Software, but that MAESTRO is under no obligation to furnish such updates. This EULA does not grant you any right, license, or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the MAESTRO Software or the MAESTRO Service, or supporting documentation. MAESTRO may automatically update or otherwise modify the MAESTRO Software, for example for purposes of enhancement of security functions, error correction and improvement of updating functions at such time as you interact with MAESTRO's or MAESTRO's designee's server(s). Any such updates or modifications shall be deemed MAESTRO Software for the purposes of this EULA and your agreement to such terms shall be evidenced by your continued use the MAESTRO Software after such updates. Additionally, by acceptance of this EULA, you consent to any such automated updates or modifications.
11. TECHNOLOGY LIMITATIONS AND MODIFICATIONS TO SERVICE
MAESTRO will make reasonable efforts to keep your account and the Service(s) operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We will make reasonable efforts to notify you at least twenty-four (24) hours in advance of any downtime that we anticipate will exceed one hour. MAESTRO also reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, functions and features of the Application and Service(s) with or without notice. Due to contractual or other limitations, from time to time, some tracks available in any particular catalog may no longer be available. MAESTRO reserves the right to change or remove available content at any time. MAESTRO shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance of or interruption to and/or of any of the Service(s).
12. OWNERSHIP AND RESTRICTIONS
(a) No Sale of Software
This Agreement does not constitute a sale of the Software or any copy of the Software. An express condition of this Agreement is that MAESTRO and its licensors retain all worldwide ownership of and rights, title and interest in and to the Software, and all copies and portions thereof, the Service and the Documentation, including without limitation, all copyrights, moral rights, trademark rights, trade secret rights and other proprietary rights therein and thereto, regardless of the form or media in or on which the Software, the Service, the Documentation or copies may exist.
(b) General Restrictions
You agree not to do any of the following while using the Site, Content or Services: (1) post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another's rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (2) access, tamper with, or use non-public areas of the Site, MAESTRO's computer systems, or the technical delivery systems of MAESTRO's providers; (3) attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures; (4) attempt to access or search the Site, Content or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by MAESTRO or other generally available third party web browsers (such as Microsoft Internet Explorer or Firefox or Safari or Google Chrome); (5) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Content or Services; or (5) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site. Additionally, do not use MAESTRO to engage in any type of criminal or tortuous behavior, including but not limited to child pornography, solicitation, trafficking in obscene material, illegal narcotics distribution, gambling, stalking, building or distributing illegal weapons and/or bombs, fraud, intellectual property infringement, theft of trade secrets, computer crimes, privacy violations or harassment.
(c) Right to Prosecute Violations
(d) Registration and Passwords
Some areas of the MAESTRO Service may require that you register in order to gain access to those areas. If you elect to register, you must submit a valid e-mail address and select a username and password during the registration process and be at least  years of age. You are responsible for safeguarding the password that you use to access any secure areas of the MAESTRO Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify MAESTRO of any unauthorized use of your password. MAESTRO reserves the right to refuse to provide services or access to the MAESTRO Services and/or the MAESTRO Software to any user, and to delete accounts created by users who appropriate the name, likeness, email address or other personally identifiable information of another individual.
The MAESTRO web site may contain links to other web sites that are completely independent from MAESTRO and MAESTRO makes no representation or warranty as the accuracy, completeness or authenticity of the information contained on such web sites. You understand and agree that MAESTRO shall not be liable in any way for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, linked or otherwise made available via the MAESTRO web site. You are also fully responsible for any content you post and utilize in connection with the MAESTRO Software and the MAESTRO Service and to the consequences of your use of any such content.
(f) Computer Safety
Nobody should create or disseminate computer viruses, hacks or intrusions on or using MAESTRO. Nor should users disrupt or interfere with MAESTRO. This Agreement applies whether you are simply visiting the website or whether you participate in the MAESTRO community. And to be clear, this Agreement applies to all aspects of the Service from now until eternity. And, this Agreement does not replace other MAESTRO policies.
You agree to keep information contained in MAESTRO Software and the MAESTRO Service, which is not publicly known confidential to yourself, and not to disclose such information to others without MAESTRO's prior written approval.
13. DISCLAIMER OF WARRANTY
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", DURING WHICH CONTINUED MODIFICATIONS CAN, AND WILL, BE MADE, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAESTRO, ITS LICENSORS, AND ITS DISTRIBUTION AND SYNDICATION PARTNERS, DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MAESTRO NOR ITS AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE FOR LOSS, DESTRUCTION, OR ALTERATION OF PROGRAMS, CONTENT, DATA, AND OTHER INFORAMTION RESULTING FROM THE USE OF THE SOFTWARE. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE PRODUCT IS AT LICENSEE'S OWN RISK. THE PRODUCT AND ANY SUPPORT SERVICES ARE PROVIDED TO LICENSEE ON AN "AS IS" "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND. MAESTRO MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES MAESTRO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE. MAESTRO MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MAESTRO OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
14. LIMITATION OF LIABILITY
THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE SERVICE(S) REMAINS WITH YOU. IN NO EVENT SHALL MAESTRO OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (COLLECTIVELY, THE "MAESTRO PARTIES") BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, ECONOMIC, COVER, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE ANY SERVICE OR SOFTWARE, THE DOCUMENTATION, OR RELATED ON-LINE SUPPORT OR OTHER TECHNICAL SUPPORT, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, OR COMPUTER PROGRAMS, EVEN IF MAESTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL MAESTRO OR ANY OF OUR LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC PORTION OF THE SERVICE OR ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, MAESTRO'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE SECTIONS ON LIMITATION OF LIABILITY, WARRANTIES AND DISCLAIMER OF WARRANTIES ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OF THE SUBSCRIPTION FEES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY HEREUNDER.MAESTRO'S LICENSORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT, AND SHALL HAVE THE RIGHT TO ENFORCE THIS AGREEMENT AGAINST YOU.
15. MODIFICATION OF AGREEMENT
MAESTRO may modify this Agreement at any time at its sole discretion. If we make a material change to this Agreement, a "change of terms" notice will be posted and we will use reasonable efforts to notify you by email at the email address on file for your account. If any modification is unacceptable to you, you agree that your only recourse is to terminate your subscription to any of the Service(s) as provided herein. Your continued use of any Service following our posting of a change of terms notice, an email notice to you, or a new Agreement on the Service will constitute your binding acceptance of the change.
You shall indemnify MAESTRO, its employees and agents from and against all costs, claims, demands, expenses, fines, penalties and liabilities whatsoever which may be made against, sustained, paid or incurred by MAESTRO, its employees or agents as a direct or indirect result of your breach of this Agreement, negligence, breach of statutory duty or other act or omission.
17. NO EXPORT
The Application is provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. You acknowledge that none of the Application may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Serbia (except Kosovo), Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Application you are agreeing to the aforementioned and are representing and warranting that you are not located in, under the control of, or a national or resident of, any such country or on any such list. In addition, any software or any technology subject to this Agreement may not be exported, reexported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
18. INTERACTION WITH THIRD PARTY SITES AND SERVICES
19. SOFTWARE AVAILABLE ON THE SERVICE
You will not disassemble, decompile, or reverse engineer the Software. All Software is protected by copyright laws and international treaty provisions. Any unauthorized reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S.A. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S.A. export restrictions.
Your license to use the Software with the Service terminates when you terminate your use of the Service. Your license to use the Software with the Service may also terminate if MAESTRO, in its sole discretion, modifies the Service to no longer support such Software.
20. MATERIALS YOU POST OR PROVIDE ON THE SERVICE
MAESTRO does not claim ownership of the materials you provide to MAESTRO (except feedback and suggestions on the Service) or post, upload, input or submit to the Service for view by MAESTRO and other users of the Service (each a Submission and collectively Submissions).
No compensation will be paid with respect to the use of your Submission, as provided herein. MAESTRO is under no obligation to post of use any Submission you may provide and MAESTRO may remove any Submission at any time in its sole discretion.
HOWEVER, PLEASE NOTE THAT ANY SUBMISIONS YOU MAKE TO MAESTRO REGARDING THE SERVICE *EXPLICITLY* ASSIGNS ALL RIGHT IN THE SUBMISION, INCLUDING ANY APPLICABLE COPYRIGHTS, PATENTABLE IDEAS, OR PATENTS, TO MAESTRO. PLEASE DO NOT SUBMIT ANY IDEAS ABOUT THE SERVICE THAT YOU DO NOT WISH TO ASSIGN TO MAESTRO. YOUR RIGHT TO USE THIS SERVICE SERVES AS CONSIDERATION. YOUR USE OF THIS SERVICE SERVES AS ACCEPTANCE OF THESE TERMS.
21. ARBITRATION IS THE CHOICE OF LAW
You and MAESTRO agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this Agreement, the Application, or your use of the Application or the Service (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or MAESTRO toward the other, shall be determined exclusively by final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators and conducted in the State of Georgia. You and MAESTRO also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. You and MAESTRO may litigate in court only to compel arbitration under this End User License Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this End User License Agreement in any manner which violates or may violate MAESTRO's or any of its licensor's intellectual property rights, or may cause continuing or irreparable harm to MAESTRO (including, but not limited to, any breach that may impact MAESTRO's or its licensor's intellectual property rights, or a breach by reverse engineering), MAESTRO may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. You and MAESTRO must commence an arbitration by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. (If applicable law prohibits a one-year limitations period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.) To the fullest extent permitted by applicable law: no arbitration under this End User License Agreement shall be joined to an arbitration involving any other current or former licensee of MAESTRO, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and MAESTRO); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and MAESTRO).
This End User License Agreement shall be governed by the laws of the State of Georgia and the Federal Arbitration Act, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Georgia. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
22. ELECTRONIC NOTICES
You consent to MAESTRO providing you any information regarding the Service in electronic form. MAESTRO may provide such information to you via e-mail at the e-mail address you specified when you registered for the Service, by instant message to your account, or by access to a MAESTRO web site. As long as you access and use the Service, you will have the necessary software and hardware to receive such notices. If you do not consent to receive any notices electronically, you must discontinue your use of the Service.
23. INTELLECTUAL PROPERTY NOTICES
All contents of any MAESTRO Web site related to the Service are: Copyright © 2003-2011 Maestro Music, Inc. and/or its suppliers, c/o Maestro Music, Inc., 800 Peachtree Street Suite 8604, Atlanta, GA 30308, U.S.A. All rights reserved.
TRADEMARKS. The MAESTRO trademark has been published by Maestro Music Inc. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
COPYRIGHT. All title and copyright in and to the MAESTRO Software and the MAESTRO Service (including, but limited to, any images, photographs, animation, video, audio, music, text and "applets", incorporated into the MAESTRO Software and the MAESTRO Service), and any copies of the MAESTRO Software, are owned by MAESTRO or its licensors. You agree to comply with all applicable copyright laws in connection with your use of the MAESTRO Software and the MAESTRO Service. In addition to the terms provided in this EULA, MAESTRO may take appropriate measures to protect the copyrights in and to the MAESTRO Software and the MAESTRO Service. Such measures include, but are not limited to, counting the frequency of your backup and restoration through a function in the MAESTRO Software and termination of this EULA and your access to the MAESTRO Software or the MAESTRO Service in case MAESTRO deems, in its sole discretion, that your use of the MAESTRO Software or the MAESTRO Service violates the terms and conditions set forth in this EULA or exposes MAESTRO to any liability.
Content served by MAESTRO or third parties directly through an Application is the property either of MAESTRO or its licensors, partners, and/or advertisers. Title, ownership rights and intellectual property rights in and to such Content is the property of either MAESTRO or third-party content owners and copyright holders and is protected by applicable copyright and other law. Other than as expressly provided herein, this Agreement gives you no express or implied license to the Content, including without limitation, any right to use, sell, rent, copy, distribute, broadcast, modify, perform or publicly display any Content.
24. NOTICES AND PROCEDURES FORM MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
You may not upload or download, or encourage others to upload or download copyrighted works, trademarks or other proprietary information without obtaining the prior written consent of the owner of the rights. In the event a user repeatedly infringes a copyright, MAESTRO may terminate the user's rights to use MAESTRO. If you are a copyright or trademark owner who believes that your rights have been violated on MAESTRO, please send a notice to our Copyright Agent pursuant to 17 USC §512. That notice should contain an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work, a description of the copyrighted work that you claim has been infringed, a description of where the infringing material is located, your address, telephone number and email address, and a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner nor any entity authorized to act on the copyright owner's behalf. MAESTRO's Copyright Agent can be contacted at email@example.com.
Our agent for notice of alleged copyright infringement on an Application is:
Maestro Muisc, Inc.
800 Peachtree Street
Atlanta, GA 30308
United States of America
Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Service must be a written communication addressed to a designated agent as set forth above, and must include substantially all of the following:
1. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed upon;
2. Specific identification of the copyrighted work claimed to have been infringed upon, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed upon;
3. Information related to the work(s) reasonably sufficient for MAESTRO to promptly locate the work (e.g. title of work, location within the Service, etc.);
4. Information reasonably sufficient to permit MAESTRO to directly contact the complaining party, such as a complete name and address, telephone number, and an email address;
5. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement requesting that MAESTRO take a specific act with respect to the alleged infringement (e.g., to remove it, or restrict or disable access to it); and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. [L&W: The DMCA notification procedure above is covered in a separate document located at MAESTRO.com/copyright.]
ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE FOUNDATION OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior or contemporaneous oral or written agreements and any other communications between the parties relating to the subject matter of the Agreement. No waiver of any right under this Agreement shall be deemed effective unless contained in writing and signed by a duly authorized representative of MAESTRO, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement. If any provision in this Agreement is invalid or unenforceable, that provision shall be reformed to the maximum extent allowed by law to reflect the same economic effect as the invalid or unenforceable provision, and the other provisions of this Agreement shall remain in full force and effect. Except for the obligation to pay Subscription Fees, a party's performance under this Agreement is excused if that party is unable to perform under this Agreement due to an event beyond its reasonable control, including without limitation, natural disasters, labour unrest, governmental restrictions, and the like. You shall be responsible for payment of all taxes and duties due pursuant to this Agreement. The section headings appearing in this Agreement are for the convenience of the parties and do not define or limit the scope or intent of such sections. No modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties. The English language will be the controlling language of this Agreement. All communications and notices given pursuant to this Agreement will be in the English language. Should you have any questions concerning this Agreement, please contact MAESTRO in writing at the address given below:
Attn: General Counsel
800 Peachtree Street, Suite 8604, Atlanta, GA 30308
26. EXTRA MISCELLANEOUS
Please state the following
You represent and warrant that:
Your registration information is true and accurate, and you will update it as necessary;
You are at least 13 years of age;
You are not violating any rules or laws in using MAESTRO.
You own or posses the right to post any text, images, videos, audio and other files (“Content”) you post to MAESTRO.
You have not violated anybody's rights, including privacy, intellectual property and publicity rights, by posting Content.
MAESTRO is about personal use
You are invited to use MAESTRO for personal use. MAESTRO is not, however, to be used by its members for commercial purposes unless expressly approved by MAESTRO. This means, among other things, that you may not post advertisements on MAESTRO, frame MAESTRO, or compile user names, user pages or email addresses from MAESTRO. It also means that you may not use it to send junk mail, chain letters, mass mailings, spimming or spamming.
MAESTRO needs money to survive
MAESTRO is not self-sustaining. It must be able to earn money to survive and grow. Among the things that it does to earn money is sell advertising, sell entertainment, goods, merchandise, and charge a subscription fee. If you like what you see, then help us improve the Service by opting into the Subscription tiers and purchasing content and merchandise from these amazing Artists.
MAESTRO suggest you protect your password
The password you select for your MAESTRO account is your responsibility. That means that you must maintain it as confidential if you want it to be confidential. If you have lost, forgotten or need to change your password, it is your responsibility to contact MAESTRO at firstname.lastname@example.org. Similarly, if you suspect that somebody is using your password improperly or otherwise accessing your MAESTRO account, you should contact email@example.com for assistance.
MAESTRO is your media profile
You agree that anything you post to MAESTRO may be copied, modified, translated, publicly performed, stored or distributed by MAESTRO. This may even occur after you terminate your account.
MAESTRO is all-powerful
MAESTRO retains all of the legal rights to control its site, service and membership. This means that MAESTRO has the absolute right to unilaterally delete anything that is posted to any webpage, and to terminate your account at any time for any reason.
MAESTRO is powerless
MAESTRO recognizes that its users have significant power and control regarding what is posted on it. Despite retaining total legal control, MAESTRO has neither the ability nor the desire to monitor all posts at all times. And, even if MAESTRO does become aware of a particular post, MAESTRO may not remove the post when others think that it should. As such, MAESTRO assumes no obligation to monitor or control what Content is posted. MAESTRO cannot be responsible for the accuracy or opinions of what is posted on it. Nor can MAESTRO be responsible for what its advertisers promote or sell.
MAESTRO is indemnified
You agree to indemnify and hold MAESTRO, its subsidiaries and affiliates, and its officers, directors, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your use of the Service or violation of this Agreement.
This Agreement applies whether you are simply visiting a MAESTRO Website, using any MAESTRO Application (including that of the music service) or whether you simply choose to participate in the MAESTRO community or use another part of the Service without accessing all the other great things we offer.
If MAESTRO is not for you or you do not agree to any of the terms set forth above, please do not visit our website(s) or participate in the community. We get it, and we won't be offended.
Thanks as always.