Please read these "Terms of Service" fully and carefully
before using https://maestra.ai
(the "Maestra Website") and any of the services, features,
Content (defined below) or applications made available by Katara Tech Inc. and its
affiliates, (“Maestra”, "we",
"us" or "our") in connection with Maestra’s platform (the
"Platform") or any other Maestra services or platform that
links to these Terms of Service (collectively, the
"Services")
These Terms of Service incorporate Katara Tech Inc.'s Privacy Policy
https://maestra.ai/privacy-policy,
which is hereby made a part of these Terms of Service.
These Terms of Service set forth the legally binding terms and
conditions for your use of the Services.
By clicking on the “Accept,” "sign up free,"
"upgrade your plan," or equivalent access, agreement or
purchasing button, you or the company or entity that you represent
("you," "your," "yours" or
"customer") are consenting to be bound by and are becoming a
party to these Terms of Service. You are also representing and
warranting that the individual clicking on the button is authorized to
enter into this agreement and bind such entity. Your continued use of
any portion of the services shall also constitute assent to the terms
of these Terms of Service. If you are using the services on behalf of a
company or other entity, then all references to "you" or
"your" herein shall refer to both the individual and the
entity.
If you do not unconditionally agree to all of the terms of these Terms
of Service, you will have no right to use the Services (and you should
immediately cease all such use). If these terms are considered an
offer, acceptance is expressly limited to these terms to the exclusion
of all other terms.
Acceptance of Terms of Service
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By registering for and/or using any of the Services in any manner,
including visiting or browsing the Maestra Website, you agree to
these Terms of Service, and all other operating rules, policies, and
procedures that we may publish from time to time through the Services,
each of which is incorporated by reference, and each of which may be
updated from time to time without notice to you.
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Certain of the Services may be subject to additional terms and
conditions specified by us from time to time; your use of such
Services is subject to those additional terms and conditions, which
are incorporated into these Terms of Service by this reference.
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These Terms of Service apply to all users of the Services,
including,
without limitation, users who are contributors of content,
information, and other materials or services, registered or otherwise.
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Arbitration notice and class action waiver: except for certain types
of disputes described in the arbitration section below, you agree that
disputes between you and us will be resolved by binding, individual
arbitration and you waive your right to participate in a class action
lawsuit or class-wide arbitration.
Eligibility
You represent and warrant that you are at least 18 years of age. If you
are under age 18, you may not, under any circumstances or for any
reason, register for an Account (defined below) or use the Services.
Furthermore, you must be at least 18 years of age to use any Premium
Services or any other portion of the Services that requires you to make
any payment. We may, in our sole discretion, refuse to offer the
Services to any person or entity and change its eligibility criteria at
any time. You are solely responsible for ensuring that these Terms of
Service and your use of the Services (a) are in compliance with all
laws, rules and regulations applicable to you and (b) do not violate any
other agreement to which you are a party. The right to access the
Services is revoked where these Terms of Service or use of the Services
is prohibited or to the extent offering, sale or provision of the
Services conflicts with any applicable law, rule or regulation. Further,
the Services are offered only for your use, and not for the use or
benefit of any third party.
Registration and User Seats
To sign up for the Services, you must register for an account on the
Services (an "Account"). You must provide accurate and complete
information for your Account.
Please note that if you are a User of an Account purchased by your employer or another
person or entity, then these Terms of Service allow such person or entity to provision
additional services, or to change or limit your access to the Services at any time. It is up
to that person or entity to inform you of any particular rules, requirements or limitations
regarding your use beyond those set forth in these Terms of Service. You agree to look
solely to such person or entity regarding any dispute relating to such additional rules,
requirements, or limitations.
The Services
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Services. Subject to these Terms of Service, Maestra will use
commercially reasonable efforts to make the Services available to
you.
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Content. "Content" means information, data, text, fonts,
photographs, videos, audio clips, written posts and comments,
software, scripts, graphics, and interactive features generated,
provided, or otherwise made accessible on or through the Services. As
between the parties, all Content, except for Customer Data (as defined
below), is owned by Maestra or its licensors. You acknowledge
that all Content accessed by you using the Services is at your own
risk and you will be solely responsible for any damage or loss to you
or any other party resulting therefrom. Subject to these Terms of
Service, Maestra (i) grants to you a worldwide, non-exclusive,
non-sublicensable, and non-transferable license to use (i.e. to
download and display locally) Content solely for purposes of using the
Services for your internal use.
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Restrictions on Use of the Services. You will not directly or
indirectly:
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sell, license, sublicense, distribute, copy, rent, or lease the
Services, or include the Services in a service bureau, time-share
outsourcing offering, or otherwise make the Services available to, or
use the Services for the benefit of, any third party, or transfer any
of the rights that you receive hereunder;
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interfere with or disrupt the integrity or performance of the
Services or any third-party data contained therein or attempt to gain
unauthorized access to the Services or its related systems or
networks;
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copy, modify, translate, or create derivative works based on the
Services or any underlying software or any part, feature, function, or
user interface thereof, including by framing (except as expressly
allowed by Maestra) or mirroring any part of any Services or any
Content;
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access or use the Services for benchmarking or similar competitive
analysis purposes or in order to build a competitive product or
service;
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decompile, disassemble, decipher, or reverse engineer the Services,
or otherwise attempt to derive any source code or underlying ideas or
algorithms of any part of the Services, (except to the extent such
restriction is prohibited by applicable statutory law);
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remove any copyright notices, information, and restrictions
contained
in the Services or any Content;
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bypass, circumvent, or attempt to bypass or circumvent any measures
we may use to prevent or restrict access to the Services (or other
accounts, computer systems or networks connected to the Services) or
take any action that imposes or may impose (as determined by us in our
sole discretion) an unreasonable or disproportionately large load on
our (or our third-party providers’) infrastructure;
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use manual or automated software, devices, or other processes to
"crawl" or "spider" any page of the Maestra
Website or Services; or
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otherwise take any action in violation of our guidelines and
policies, including these Terms of Service.
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Availability. We are not and will not be responsible or liable for
any failure in the Platform or Services resulting from or attributable
to (i) Customer Data or failures to deliver Customer Data to
Maestra; (ii) failures in any telecommunications, network or
other service or equipment inside or outside
of Maestra’s facilities; or (iii) any force
majeure or other cause beyond Maestra’s reasonable control.
We do not guarantee that the Services or any Content will be
available, or that any Content that is available is or will continue
to be accurate. We reserve the right, but do not have any obligation,
to remove, edit, modify, or block access to any Content in our sole
discretion, at any time, without notice to you and for any reason
(including upon receipt of claims or allegations from third parties or
authorities relating to such Content or if we are concerned that you
may have violated these Terms of Service).
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Limits. We may impose certain limits on the use of the Services,
including usage limits for different Service plans, including without
limitation the amount of Customer Data that may be stored, features
that may be accessed number of users, or other rate or usage
limitations at any time in our sole discretion.
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Proprietary Rights. As between the parties, all right, title and
interest in and to the Services and Content, and all copies,
modifications and derivative works thereof is and will remain the sole
and exclusive property of Maestra. Except as expressly set forth
herein, no license or other right, title or interest in the Services
or Content is granted by Maestra to you.
Customer Data
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Definition. "Customer Data" means any and all electronic
data, Content, and information uploaded or submitted to the Services
by you or by a third party on your behalf. You
retain all of your
rights to your Customer Data.
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License to Customer Data. You hereby grant Maestra a
non-exclusive, worldwide, royalty-free, fully paid-up right and
license to use, copy, access, process, reproduce, perform, display,
modify, distribute, and transmit your Customer Data in connection with
the Services, and to share data with third party vendors in connection
with the Services. You acknowledge and agree that (i) the quality of
the Services and the Platform depend on the uploading or other
provisioning of the Customer Data into the Platform or the Services,
as applicable and (ii) Maestra will not assume any responsibility
for, or undertake to verify, the accuracy or completeness of the
Customer Data entered by you.
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Aggregate Data. Notwithstanding anything to the contrary set forth
herein,
Maestra may collect and use data regarding the use and performance of the Service,
to analyze and
improve the Service.
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Representations and Warranties. You represent, warrant, and covenant
that (i) all Customer Data is accurate and compliant with all
applicable laws, rules, and regulations; (ii) you own all rights,
title, and interest in and to the Customer Data, or have otherwise
secured all necessary rights in the Customer Data as may be necessary
to permit the access, use, and distribution thereof as contemplated by
these Terms of Service; (iii) you shall only use the Services in
accordance with all applicable laws, rules, and regulations, these
Terms of Service and any relevant documentation provided by
Maestra and (iv) you will not, and will not permit any third
party to upload, download, post, submit, provide, transmit,
distribute, or otherwise make available to or through the Services any
Customer Data that (A) is unlawful, infringing, deceptive, fraudulent,
invasive of another’s privacy, tortious, obscene, or that
otherwise violates any other right of any third party, including any
intellectual property, proprietary, or privacy rights, or that is
otherwise inappropriate, as determined by us in our sole discretion;
(B) contains any viruses, code, files, or programs designed or
intended to disrupt, damage, limit, or interfere with the proper
function of any software, hardware, or telecommunications equipment or
that is or can be otherwise malicious or disruptive; (C) constitutes
unauthorized or unsolicited advertising, junk, or bulk email
("spamming") or otherwise violates federal CAN-SPAM
regulation; or (D) contains any personally identifying information
subject to specialized security regimes including without limitation
the Health Insurance Portability and Accountability Act
("HIPAA"), and the standards promulgated by the PCI Security
Standards Council ("PCI"). You acknowledge and agree that
Maestra is not a "Business Associate" under HIPAA, and
you will not provide any protected health information to Maestra.
You will not provide Maestra with any personally identifying
information except for User information as necessary to allow Users to
access the Services as set forth in these Terms of Service. You are
responsible for complying with CAN-SPAM, including without limitation
for supplying an "Unsubscribe" link in any emails required
to include such link.
Third-Party Services
The Services may permit you to link to other websites, services, or resources on the
Internet, and other websites, services, or resources may contain links to the Services.
Additionally, third-party vendors may provide advertising services on or related to the
Services, such as by serving ads to users using cookies on the Maestra Website. For more
information about third-party advertising, cookies, and opt-outs, please visit Maestra’s
privacy policy at https://maestra.ai/privacy. When you access third-party
resources on the Internet, you do so at your own risk. These other resources are not under
our control, and you acknowledge that we are not responsible or liable for the content,
functions, accuracy, legality, appropriateness, or any other aspect of such websites or
resources. The inclusion of any such link does not imply our endorsement or any association
between us and their operators. You further acknowledge and agree that we shall not be
responsible or liable, directly or indirectly, for any damage or loss caused or alleged to
be caused by or in connection with the use of or reliance on any such content, goods or
services available on or through any such website or resource. Maestra will also not be
responsible or liable for any failure in the Services attributable to your or any third
party’s products, services, negligence, willful misconduct, breach of these Terms of
Service, or other unauthorized access or use.
YouTube Terms of Service Acknowledgment
If you use the YouTube integration feature within Maestra, you acknowledge and agree to be bound by the
YouTube Terms of Service.
Our service uses the YouTube API, and by interacting with Maestra, you are also
subject to the terms and conditions of the YouTube platform. It's important to understand how your data is
handled in this context. Please review the
Google Privacy Policy.
Your security is a priority. If you wish to manage or revoke Maestra's access to your data
on Google, you can do so at any time. For detailed instructions and options for managing your
security and privacy settings, please visit the
Google Security Settings
page.
ElevenLabs Terms of Service Acknowledgment
If you use the voice cloning integration within Maestra, you acknowledge and agree to be bound by the
ElevenLabs Terms of Service.
Our service uses the ElevenLabs Voice Cloning API, and by interacting with Maestra, you are also
subject to the terms and conditions of their platform. It's important to understand how your data is
handled in this context. Please review the
Eleven Labs Privacy Policy.
You can reach out to our support through support@maestra.ai
to request of the deletion of your data. Deleting your Maestra account will also delete your data from
any other 3rd party provider automatically.
Payments and Billing
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Services. Certain of our Services may be subject to payments now or
in the future (the "Services"). Please see our Services page
on https://maestra.ai for a
description
of the currently available Services and the
payment amounts ("Fees") and terms applicable to such
Services. Please note that any payment terms presented to you in the
process of using or signing up for Services are deemed part of
these Terms of Services. All amounts are stated in, and shall be paid
in, U.S. dollars. If you have any questions, please contact our support
department: support@Maestra.ai.
We may revise
the rates for Services at any time, or impose
additional fees or charges. If you are a subscriber to our Services,
we will provide prior notice of any increase of fees, by a message to
the contact person listed on your account, or by posting on the
Service or on our pricing page, or some other means as set forth in
Section 15, below. We may also periodically review your usage and bill
you for any overages or increased usage (e.g. additional user seats)
at our then-current rates.
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Payment; Late Fees. By signing up to receive any Premium Services,
you (i) agree to pay us, in accordance with all applicable payment
terms set forth on https://maestra.ai and herein, the applicable Fees for such Services; (ii)
authorize us, through the Payment Processor (defined below), to charge
your chosen payment provider ("Payment Method") for the
applicable Fees and (iii) agree to make payment using that selected
Payment Method. Unpaid invoices are subject to a finance charge of
1.5% per month on any outstanding balance, or the maximum permitted by
law, whichever is lower, plus all expenses of collection. If our
collection efforts fail, unpaid debts will be reported to all
available credit reporting agencies.
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Taxes. All Fees are exclusive of taxes, duties, levies, tariffs, and
other governmental charges (including, without limitation, VAT)
(collectively, "Taxes"). You shall be responsible for paying
all Taxes associated with the Services (without any offset or
deduction to the fees paid to Maestra) other than U.S. taxes
based on Maestra’s net income.
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Billing. We use a third-party payment processor (the "Payment
Processor") to bill you through a payment account linked to your
Account on the Services (your "Billing Account") for use of
our Services. The processing of payments will be subject to the terms,
conditions, and privacy policies of the Payment Processor in addition
to these Terms of Service. We are not responsible for error by the
Payment Processor. We reserve the right to correct any errors or
mistakes that the Payment Processor makes even if the Payment
Processor has already requested or received payment. The terms of your
payment will be based on your Payment Method and may be determined by
agreements between you and the financial institution, credit card
issuer, or other provider of your chosen Payment Method. If we,
through the Payment Processor, do not receive payment from you, you
agree to pay all amounts due on your Billing Account upon
demand.
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Auto-Renewal. Fees for certain Services are automatically charged on
a recurring basis, and when signing up for a Service with a recurring
payment obligation, you will be able to select a recurring billing
level and renewal term that will apply to your receipt of such
Services ("Subscription") (e.g. monthly or annual payment).
Unless you cancel or change your Subscription in accordance with these
Terms of Service, any Subscriptions you have signed up for will be
automatically extended for successive renewal periods of the same
duration as the Subscription originally selected, at the then-current
non-promotional rate. By signing up for a Subscription, you agree that
we may submit the charges associated with such Subscription for
payment on the applicable schedule and you will be responsible for
such charges. Your charges may be payable in advance, in arrears, per
usage, or as otherwise described when you initially selected to use
the Service and/or Subscription. BY SIGNING UP FOR A SUBSCRIPTION YOU
ACKNOWLEDGE AND AGREE THAT WE MAY SUBMIT PERIODIC CHARGES (E.G.,
MONTHLY OR EVERY THIRTY DAYS) WITHOUT FURTHER AUTHORIZATION FROM
YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY
US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR
PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE
WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE
YOUR PAYMENT METHOD, GO TO THE BILLING SECTION OF THE SERVICE. PLEASE
CONTACT US AT SUPPORT@MAESTRA.ai IF YOU
NEED ANY ASSISTANCE. This does not waive our right to
seek payment directly from you.
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Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE, AND
ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY
UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE
AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER,
OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR
OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR
LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF
SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT
CREDENTIALS OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE
DIRECTLY BY YOU USING THE SERVICE. PLEASE CONTACT US AT SUPPORT@MAESTRA.ai IF YOU NEED ANY
ASSISTANCE. IF YOU
FAIL TO PROVIDE ANY OF THE
FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR
ANY USE OF PREMIUM SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE
TERMINATED YOUR PREMIUM SERVICES AS SET FORTH ABOVE.
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Cancelling or Changing Services. To change or resign your Services at
any time, go to Account settings. Please contact us at support@Maestra.ai if you need any
assistance. Any
request for cancellation must
be sent three (3) days prior to the end of the Subscription term to
allow for adequate processing time. Your non-termination or continued
use of the relevant Service reaffirms that we are authorized to charge
your Payment Method the Fees for such Service, including any
associated fees (e.g. overage fees or late fees, to the extent
applicable). If you terminate a Service, you will be downgraded to the
"Free Trial" plan level at the time of your termination;
your paid Subscription will not be renewed. You will not be eligible
for a prorated refund of any portion of any Fees paid.
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Change in Amount Authorized. If the amount to be charged to your
Billing Account varies from the amount you preauthorized (other than
due to the imposition or change in the amount of state sales taxes),
you have the right to receive, and we shall provide, notice of the
amount to be charged and the date of the charge before the scheduled
date of the transaction. Any agreement you have with your payment
provider will govern your use of your Payment Method. You agree that
we may accumulate charges incurred and submit them as one or more
aggregate charges during or at the end of each billing cycle.
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Refunds at our discretion. Once initiated by you, payment
obligations
are non-cancelable. Except as expressly set forth in these Terms of
Service, Maestra will, at our discretion, issue refunds or
pro-rate any Fees for early cancellation or termination of the
Services.
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Chargeback Policy; Disputes. If you have a question about charges
made to your Account, please contact us immediately. If the charges
were made in error, we will credit your Billing Account or Payment
Method for the appropriate amount. Please note that Maestra has a
zero tolerance policy for chargebacks. Any customer who disputes a
credit card payment that is found to be valid will be permanently
banned from use of any and all Maestra Services.
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Free Trials and Other Promotions. Any free trial or other promotion
that provides access to a Premium Service must be used within the
specified time of the trial.
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Feedback. At all times Maestra will have the unrestricted right
to use and act upon any suggestions, ideas, enhancement requests,
feedback and recommendations you provide specifically relating to the
features, functionality and performance of the Services.
Copyright Policy
We have adopted the following general policy toward copyright infringement in accordance
with the Digital Millennium Copyright Act
(http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of the Designated Agent
to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of
this policy.
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Procedure for Reporting Copyright Infringement:
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If you believe that material or content residing on or accessible
through our websites, application, or services infringes a copyright,
please send a notice of copyright infringement containing the
following information to the Designated Agent listed below:
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A physical or electronic signature of a person authorized to act on
behalf of the owner of the copyright that has been allegedly
infringed;
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Identification of works or materials being infringed;
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Identification of the material that is claimed to be infringing
including information regarding the location of the infringing
materials that the copyright owner seeks to have removed, with
sufficient detail so that we are capable of finding and verifying its
existence;
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Contact information about the notifier including address, telephone
number and, if available, email address;
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A statement that the notifier has a good faith belief that the
material is not authorized by the copyright owner, its agent, or the
law; and
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A statement made under penalty of perjury that the information
provided is accurate and the notifying party is authorized to make the
complaint on behalf of the copyright owner.
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Please contact the Designated Agent to Receive Notification of
Claimed Infringement for Maestra at:
- support@Maestra.ai
Confidentiality
“Confidential Information” means all information disclosed by Maestra to the you, whether
orally or in writing, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the circumstances of
disclosure. Maestra’s Confidential Information includes the Services and Content, as well as
business and marketing plans, technology and technical information, product plans and
designs, source code and business processes disclosed by Maestra. You will use a reasonable
degree of care to protect the Confidential Information. You will not use any Confidential
Information for any purpose outside the scope of these Terms of Service or disclose
Confidential Information to any third party. You may disclose Confidential Information to
the extent compelled by law, provided you give Maestra prior notice of the compelled
disclosure (to the extent legally permitted) and reasonable assistance, at Maestra’s cost,
if Maestra wishes to contest the disclosure.
Data Security
Maestra shall maintain appropriate administrative, physical, and technical safeguards
designed to protect the security of the Services and Customer Data. If Customer’s use of the
Services involves processing personal data pursuant to Regulation 2016/679 (the “GDPR”)
and/or transferring personal data outside the European Economic Area or Switzerland to any
country not deemed by the European Commission as providing an adequate level of protection
for personal data, the terms of the data processing addendum shall apply to such personal
data and be incorporated into the Terms of Service upon the Effective Date.
Termination
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Termination by Either Party. You have the option of canceling your
Account at any time by following the instructions on the Maestra
Website or through the Services or by contacting us at support@Maestra.ai. We reserve the right
to terminate your
Account or access to all or
any part of the Services at any time, with or without cause, with or
without notice, effective immediately. All provisions of these Terms
of Service which by their nature should survive termination or
expiration shall survive termination, including provisions regarding
ownership, aggregate data use, payment (to the extent any payment
obligations remain outstanding), warranty disclaimers, indemnity and
limitations of liability.
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Customer Data After Termination. Termination or cancellation of your
Account by either party may result in the forfeiture and destruction
of all information and data, including Customer Data, associated with
your Account. Termination, cancellation or expiration of your Account
will result in a loss of your Customer Data; we may delete or destroy
all copies of your Customer Data in our systems or otherwise in our
possession or control, unless legally prohibited. We reserve the
right, including after termination, to access, read, preserve, and
disclose any information, including without limitation Customer Data,
as we reasonably believe is necessary to (i) satisfy any applicable
law, regulation, legal process or governmental request; (ii) enforce
these Terms of Service, including investigation of potential
violations hereof; (iii) detect, prevent, or otherwise address fraud,
security or technical issues; (iv) respond to user support requests or
(v) protect the rights, property or safety of us, our users and the
public.
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Fees Due Upon Termination. In the event of termination, you shall
pay
Maestra all Fees due for the entire subscription period.
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Prohibited Transactions. Maestra is generally prohibited from
providing services to parties located in countries that are the target
of U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (OFAC) and to parties that are
included on U.S. sanctions lists. We reserve the right to refuse
transactions (or terminate Accounts) in compliance with sanctions from
administered by OFAC.
Warranty Disclaimer
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You release us from all liability for you having acquired or not
acquired Content through the Services. We make no representations
concerning any Content contained in or accessed through the Services,
and we will not be responsible or liable for the accuracy, copyright
compliance, or legality of material or Content contained in or
accessed through the Services.
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THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS
AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR
USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR
DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT
PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR
ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT
OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR
REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN
RISK.
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You shall and hereby do waive California Civil Code Section 1542 or
any other similar law of any jurisdiction, which says in substance:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which, if known by him must have materially
affected his settlement with the debtor".
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Some jurisdictions do not allow the exclusion of implied warranties,
so the above exclusion may not apply to you. You may have other rights
which vary from jurisdiction to jurisdiction.
Indemnification
You are solely responsible for your conduct and your data related to the Service. You shall
defend, indemnify, and hold harmless us, our affiliates and each of our and their respective
employees, contractors, directors, suppliers and representatives from all liabilities,
claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to
your use or misuse of, or access to, the Services, Content, or otherwise from your Customer
Data, violation of these Terms of Service, or infringement by you, or any third party using
your Account or identity in the Services, of any intellectual property or other right of any
person or entity. We reserve the right to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you will assist and
cooperate with us in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT
PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL
OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (A) FOR ANY LOST PROFITS, DATA LOSS, COST
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,
COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (B) FOR ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (C)
FOR ANY DIRECT DAMAGES.
ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR
LEGAL RIGHTS
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ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES
BETWEEN
YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH
REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION
DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES,
AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY
BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED
ARBITRATION RULES AND PROCEDURES OF JAMS THEN IN EFFECT, AND YOU AND
WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO
THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO
VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR
OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF
NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY
MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD
HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE,
YOU MAY BRING YOUR CLAIM IN YOUR LOCAL "SMALL CLAIMS" COURT,
IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH
COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED
OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR
OWN BEHALF. NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR
CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THESE TERMS OF
SERVICE TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A
CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE
AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY
CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to
participate in claims brought in a private attorney general or
representative capacity, or consolidated claims involving another
person's account, if we are a party to the proceeding.
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Severability. If the prohibition against class actions and other
claims brought on behalf of third parties contained above is found to
be unenforceable, then all of the preceding language in this
Arbitration and Class Action Waiver section will be null and void.
This arbitration agreement will survive the termination of your
relationship with us.
Governing Law and Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the
State of Delaware, including its conflicts of law rules, and the United States of America.
You agree that any dispute arising from or relating to the subject matter of these Terms of
Service shall be resolved in Delaware.
Modification
We reserve the right, in our sole discretion, to modify or replace any of these Terms of
Service, or change, suspend, or discontinue the Services (including without limitation, the
availability of any feature, database, or content), with or without notice. If we make
material changes to these Terms of Service that negatively affect you, or materially reduce
the Services, we will notify you by posting a notice or new version of these Terms of
Service on the Site or Service, or by sending you notice through the Services, via email or
by another appropriate means of electronic communication. We may also impose limits on
certain features and services or restrict your access to parts or all of the Services
without notice or liability. While we will timely provide notice of material modifications,
it is also your responsibility to check these Terms of Service periodically for changes.
Your continued use of the Services following notification of any changes to these Terms of
Service constitutes acceptance of those changes, which will apply to your continued use of
the Services going forward. Your use of the Services is subject to the Terms of Service in
effect at the time of such use.
Miscellaneous
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Entire Agreement and Severability. These Terms of Service are the
entire agreement between you and us with respect to the Services,
including use of the Site, and supersede all prior or contemporaneous
communications and proposals (whether oral, written or electronic)
between you and us with respect to the Services. If any provision of
these Terms of Service is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent
necessary so that these Terms of Service will otherwise remain in full
force and effect and enforceable. The failure of Maestra to
exercise in any respect any right provided for herein shall not be
deemed a waiver of any further rights hereunder.
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Force Majeure. We shall not be liable for any failure to perform our
obligations hereunder where such failure results from any cause beyond
our reasonable control, including, without limitation, mechanical,
electronic or communications failure or degradation.
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Subcontractors. We use subcontractors to provide certain aspects of
the Services and in some cases permit them to access Customer Data
subject to appropriate obligations of security, confidentiality and
compliance with applicable laws. We are not responsible for our subcontractors’ compliance with these
Terms of Service with respect to their services provided
hereunder.
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Assignment. These Terms of Service are personal to you, and are not
assignable, transferable or sublicensable by you except with our prior
written consent. We may assign, transfer or delegate any of our rights
and obligations hereunder without consent.
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Agency. No agency, partnership, joint venture, or employment
relationship is created as a result of these Terms of Service and
neither party has any authority of any kind to bind the other in any
respect.
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Notices. Unless otherwise specified in these Term of Service, all
notices under these Terms of Service will be in writing and will be
deemed to have been duly given when received, if personally delivered
or sent by certified or registered mail, return receipt requested;
when receipt is electronically confirmed, if transmitted by facsimile
or email; or the day after it is sent, if sent for next day delivery
by recognized overnight delivery service. Electronic notices should be
sent to support@Maestra.ai.
You acknowledge
and agree that Maestra may occasionally send
you communications regarding your account or the Services via email or
by posting on the Services. You acknowledge and agrees that
Maestra may occasionally send notices to you regarding your
Account or the Services via email or via the Services.
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No Waiver. Our failure to enforce any part of these Terms of Service
shall not constitute a waiver of our right to later enforce that or
any other part of these Terms of Service. Waiver of compliance in any
particular instance does not mean that we will waive compliance in the
future. In order for any waiver of compliance with these Terms of
Service to be binding, we must provide you with written notice of such
waiver through one of our authorized representatives.
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Open Source. The Service may contain or be distributed with open
source software or other third-party software which may be covered by
a different license. Notwithstanding anything to the contrary, the
obligations of Maestra set forth in these Terms of Service do not
extend to any open source software or such other third-party software
which may be made available by Maestra, or otherwise obtained or
used by you. You agree that all open source software or such other
third-party software shall be and shall remain subject to the terms
and conditions under which it is provided, and you shall be
responsible for compliance with such terms. To the fullest extent
possible, Maestra disclaims all warranties and liability
regarding such open source and third-party software in accordance with
the terms of these Terms of Service.
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Headings; Interpretation. The section and paragraph headings in
these
Terms of Service are for convenience only and shall not affect their
interpretation. Any use of "including" "for
example" or "such as" in these Terms of Service shall
be read as being followed by "without limitation" where
appropriate.
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Publicity. You hereby consent to inclusion of your name and logo in
client lists that may be published as part of Maestra’s
marketing and promotional efforts.
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Any claim related to these Terms of Service, the Site(s) or the
Service must be brought within one year. The one-year period begins on
the date when the claim first could be filed. If it is not filed, then
that claim is permanently barred. This applies to you and your
successors.
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The parties agree that the United Nations Convention on Contracts
for
the International Sale of Goods is specifically excluded from
application to these Terms of Service.
Contact. You may contact us at the following email address: at
support@Maestra.ai