Terms of Service
Effective Date: 3/6/2023
Last Updated: 3/6/2023
By clicking the checkbox which references acceptance of these terms in an online form that we have provided, you (“Customer”, “You” and “Your”) accept that the terms of this Beta Test Agreement (the “Agreement”) governs Your use of the Service (as defined below) provided by Flowdex, Inc. DBA Maestro (“Maestro”, “We”, “Us”, and “Our”). ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN.
Definitions not otherwise defined in this Agreement have the following meanings:
- “Documentation” means user manuals, handbooks, training material, requirements, and other written or electronic materials for the Service.
- “Input Data” means the data that you submit to Maestro or grant Maestro access to in order for you to use the Service.
- “Output Data” means the data generated for and delivered to you by your use of the Service.
- “Personal Data” means any information relating to an identified or identifiable natural person, the processing of which is governed by the privacy and data protection laws, rules, or regulations applicable to You or to Maestro AI. Personal Data does not include Anonymized Data derived therefrom.
- “Service” means the Maestro software made available to you for beta testing.
- “Your Data” means the Input Data and Output Data.
2. Your Use of the Service.
- License. Subject to this Agreement, Maestro grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service and Documentation for the term identified below solely for the purpose of testing and evaluating the Service during the Term. Except for the limited rights expressly granted to You herein, all rights, title, and interest in, and to any and all proprietary rights and intellectual property rights, including but not limited to copyright and patent rights, in the Service, Documentation and Anonymized Data (as defined below), will remain with and be the exclusive property of Maestro. You agree that nothing contained in this Agreement or elsewhere shall be constructed as granting You any ownership rights to the Service, Documentation or any other Maestro Confidential Information. You may use the Service solely for the purpose of testing the Service. The Service is not thoroughly tested and includes pre-release materials that are not intended for public release.
- Limits. You shall not, and shall not assist any third party, to: (i) make, have made, use or sell for any purpose, any product or other item using, incorporating or derived from any Maestro Confidential Information or the Service; (ii) modify, reverse engineer, decompile, create other works from, attempt to derive the source code from, or disassemble any software programs contained in the Service; (iii) access or attempt to access the Service by any means other than through the interface provided by Maestro or as otherwise instructed by Maestro; or (iv) use the Service in violation of applicable laws, rules or regulations, or for fraudulent or illegal purposes, including the storage or transmission of content infringing the intellectual property rights of others.
- Users. You agree to: (i) keep your Maestro password(s) and online ID(s) secure and strictly confidential, providing it only to authorized users of your account; (ii) only provide online ID and passwords to your employees (your “Users”), and instruct each such User that they are not to disclose their online ID or password to any other person; (iii) notify us immediately and select a new online ID and password if you believe any of your passwords may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. You are responsible and liable for: (a) Users’ use of the Service, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to You; (b) any use of the Service through Your account, whether authorized or unauthorized.
3. Your Data
- License; Ownership. You hereby grant Maestro a worldwide, non-exclusive, non-transferable, right to (i) use and otherwise process the Your Data: (x) to provide the Service, and (y) to develop, improve and optimize the Service and related products and services, and (ii) to share Your Data with subcontractors in order to provide, develop, improve and optimize the Service and related products and services. As between Maestro and You, except for the rights expressly granted to Us herein, all rights, title, and interest in Your Data will remain with you and continue be Your property.
- Permissions. You represent and warrant that you have, and shall continue to have throughout your use of the Service all rights, permissions, and consents necessary to: (i) submit Input Data to or otherwise provide the Service with access to the Input Data; and (ii) grant Maestro the rights to process Your Data as set forth herein. If Your Data includes any Personal Data, then, to the extent required by the laws applicable to Your Data, you agree that it is your sole responsibility: (x) to establish the lawful basis for the processing of such Personal Data in accordance with this Agreement, and (y) to provide all necessary notices to, and obtain all necessary consents from, any third parties to process the Personal Data.
- Feedback. The Service is made available to You for purposes of evaluation and feedback, without any compensation or reimbursement of any kind from Maestro. You acknowledge the importance of communication between Maestro and You during your use of the Service, and hereby agree to receive related correspondence and updates from Maestro. During the Term, you will be asked to provide feedback regarding your use of the Service. You grant to Maestro a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any Maestro product or service (including the Service) at any time at the sole discretion of Maestro. Maestro will not publish feedback in a way that is attributable to you without your consent. Maestro is under no obligation to make any changes to the Service based upon feedback received during the Term.
4. Beta Program.
The Service is provided as a beta environment for the purpose of providing Maestro with information about the quality and usability of the Service. You acknowledge that the Service may contain errors, inaccuracies or other bugs that could cause failures, inaccuracies, corruption of data or other loss. The features provided in the Service during the Term may not be available in the final release. Maestro does not represent or guarantee that a non-beta version of the Service will ever be announced or made available. Maestro may discontinue the Service at any time, in its sole discretion, with or without notice.
Maestro may, in its sole discretion, provide support and maintenance in connection with the Service. However, Maestro has no obligation to correct any bugs, defects, or errors in the Service or otherwise support or maintain the Service. The Service may be unavailable and its performance may be negatively affected by scheduled maintenance. No service levels or uptime guarantees apply to the Service.
6. Term and Termination
This Agreement commences on the Effective Date, and unless terminated earlier, will continue until the initial commercial release by Maestro of a generally available version of the Service (the “Term”). Maestro may terminate this Agreement and terminate or suspend Your access to or use of any part of the Service at any time, without notice, and for any reason or no reason. You may terminate this Agreement at any time by sending an email to us at email@example.com. Upon expiration or termination of this Agreement: (i) the rights and licenses granted to You under this Agreement shall immediately terminate, (ii) You shall immediately cease using the Service and Documentation, and (iii) You will return or destroy any Maestro Confidential Information in Your possession or control, as instructed by Maestro.
7. Confidential Information
- “Confidential Information” means technical, business, financial, trade secret, product, services, and other information disclosed by or on behalf of one party (“Discloser”) to the other (“Recipient”), on or after the Effective Date, whether in writing or orally, that (i) is designated as "Confidential" or "Proprietary," or (ii) by the nature of the information or the circumstances surrounding disclosure, would be reasonably understood as confidential or proprietary. Maestro’s Confidential Information includes the Service, Documentation and this Agreement. Your Confidential Information includes Your Data except to the extent set forth below. Your Confidential Information does not include information that: (i) is generated from Your Data and is anonymized, deidentified, aggregated, or otherwise processed in such a way that it is not reasonably likely to be identified or traced back to, an identified or identifiable natural person, You, your users or another third party (“Anonymized Data”), (ii) is already known to Recipient at the time of disclosure without confidentiality obligations; (iii) is or becomes publicly known through no wrongful act or omission of Recipient; (iv) is rightfully received by Recipient from a third party without confidentiality obligations; or (v) was independently developed by Recipient without the use of or referral to any Confidential Information of Discloser.
- Recipient shall (y) safeguard the Confidential Information against unauthorized use, access, and disclosure using at least the safeguards it uses to protect its own confidential information, but no less than a commercially reasonable degree of care, and (z) not disclose it to any other party except as permitted herein. Promptly after becoming aware of any actual or attempted unauthorized use or disclosure of any of Confidential Information, Recipient shall notify Discloser in writing of the Confidential Information used or disclosed, the time of breach, and what actions the Disclosure has made to mitigate the impact of such breach. Additionally, the Recipient will cooperate with Discloser to investigate and mitigate any adverse effects from said unauthorized use or disclosure. If Recipient is required by applicable law or a valid legal order to disclose any Confidential Information, Recipient shall promptly notify Discloser of such requirements so that Discloser may seek, at Discloser’s expense, a protective order or other remedy, and Recipient shall reasonably assist Discloser. If Recipient remains legally compelled to make such disclosure, it shall: (y) only disclose that portion of the Confidential Information that it is required to disclose; and (z) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment. Maestro may disclose Your Confidential Information to its employees, independent contractors, representatives, advisors, subcontractors, vendors, and agents (collectively, “Representatives”) only to the extent such Representatives: (i) need access to such Confidential Information for Maestro to exercise its rights and perform its obligations under this Agreement, and (ii) are bound by written confidentiality obligations no less protective than the confidentiality obligations contained herein.
8. Third Party Software
Maestro offers its Service through integrations with third-party software and services. Any third-party software, services, or other products that you use in connection with the Service are subject to their own terms, and we are not responsible for third party products. By activating the Service, You grant Maestro the permission to access the applicable third party software and Your Data stored in or processed by that third party software.
You agree to defend, indemnify and hold harmless Maestro, its affiliates, licensors, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) made by a third party arising from: (i) access to or use of the Service by you or any person to whom you have provided your online ID and/or password; (ii) your violation of any provision of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any content or materials you submit, post, upload, transmit or otherwise make available to or through the Service. This defense and indemnification obligation will survive termination or expiration of this Agreement and your use of the Service.
10. Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MAESTRO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY MAESTRO, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, MAESTRO DOES NOT WARRANT THAT (I) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS; (II) CUSTOMER’S USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION CUSTOMER OBTAINS AS A RESULT OF USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR (V) ANY OF YOUR DATA WILL BE SECURE OR NOT LOST OR DAMAGED.
11. Limitation of Liability
IN NO EVENT WILL MAESTRO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE SERVICE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF MAESTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAESTRO’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED $50.00. SOME JURISDICTIONS PROHIBIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THE ALLOCATION OF RISK SET FORTH IN THIS SECTION AND THAT MAESTRO WOULD NOT ENTER INTO THIS AGREEMENT WITH CUSTOMER WITHOUT THESE LIMITATIONS AND EXCLUSIONS OF LIABILITY.
12. Injunctive Relief
You hereby agree that actual or threatened breach of this Agreement by you or your Users will cause Maestro irreparable damage for which recovery of monetary damages would be inadequate. In the event of any actual or threatened breach of this Agreement by You or your Users, Maestro shall be entitled to seek and obtain injunctive or other equitable relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction, without proof of monetary damages and without posting of bond.
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in the King County, Washington, and You and Maestro hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within the King County with respect to any such litigation or dispute resolution. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Agreement constitute the entire agreement between Maestro and Customer with respect to its subject matter. You may not assign this Agreement without the written consent of Maestro. This Agreement may be updated by us from time to time without notice to You. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access of the Service following the posting of any changes to this Agreement constitutes your acceptance of this Agreement as revised.