Terms of Service

Last updated: December 29, 2024

These Terms of Service (the “Terms”) govern your use of products, services, and resources provided by Maestro AI, Inc. (“Maestro”), and are effective as of the date of an Order (as defined below) (the “Effective Date”). By using the Services (as defined below) or by clicking the option to accept or agree to the Terms provided through our account creation process or as a banner to website visitors, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at https://www.getmaestro.ai/privacy, incorporated herein by reference. If you do not agree to these Terms or our Privacy Policy, then you may not access or use the Services.

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 OF THE TERMS.

Maestro reserves the right to modify these Terms without notice, and Customer agrees that Maestro will not be liable to Customer for any such modification. Modifications that Maestro makes are effective on the date indicated, or if no date is indicated, then immediately upon posting. Maestro may notify Customer of such modification using methods such as push notifications within the Services or e-mail. Notwithstanding the foregoing, Customer is responsible for reading these Terms whenever Customer accesses the Services. By continuing to use the Services after the Terms have been amended, Customer agrees to abide by such amendments. If Customer downloads and uses the Services, Customer also agrees that Customers is solely responsible for downloading and promptly installing all available updates for the Services.

Use and Access. Maestro grants the Customer a limited, revokable, non-exclusive, and non-transferable license, without right of sublicense, during the Term to access and use Maestro’s AI-powered software (the “App”) and other services (collectively, the “Services”), and user manual, training materials, source code, and other information provided in connection with the Services (the “Documentation”) solely for internal business purposes, and as further described in an order signed by the parties or online order placed by Customer (each, an “Order”) solely for its internal business purposes. Customer agrees that Customer’s purchases are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Maestro regarding future functionality or features.
Authorized Users. Maestro shall enable an account for Customer with usernames for the number of Authorized Users described in an Order, if applicable to the Service. “Authorized User” means any Customer personnel who is authorized by Customer to use the applicable Service and who has been supplied with access to the said Service, either by Customer or by Maestro at Customer’s written request. Each Authorized User login is for a single user only and cannot be shared or used by more than one user. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and account information under their control. Customer is responsible for all activities conducted under its Authorized Users credentials and for its Authorized Users’ compliance with these Terms.
Use Limitations. Customer may not, and may not permit its Authorized Users or others to: (i) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Services or disassemble any software programs contained in the Services; (ii) access or attempt to access the Services by any means other than through the interface provided by Maestro; (iii) modify, translate, adapt, alter, or create derivative works from the Services; (iv) copy, distribute, publicly display, transmit, sell, rent, lease, make available, or otherwise exploit the Services; (v) use the Services in violation of applicable laws, rules or regulations, or for fraudulent or illegal purposes; (vi) send, upload or otherwise transmit to the Services any Input Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (vii) upload to the Services any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware or telecommunications equipment; or (viii) interfere with or disrupt the Services.
Customer Data License.
1. Input Data. Customer hereby grants to Maestro a non-revocable, fully-paid up, royalty-free, worldwide, non-exclusive license to (1) use, reproduce, distribute, create derivative works, and otherwise process the data that Customer submits to Maestro or grants Maestro access to in in connection with Customer’s use the Services (the “Input Data”) to provide the Services to Customer, create the Output Data (as defined below), and to train, develop, improve and optimize the Services , and (2) use, reproduce, distribute, create derivative works, and otherwise process the Output Data (as defined below) to train, develop, improve and optimize the Services.
2. Aggregated Data. Maestro may use Aggregated Data to compile performance statistics and other information related to the use of its Services for various uses including but not limited to operation, improvement, marketing and promotion of the Services. Such Aggregated Data shall not reference Customer or Authorized User by name and shall be Aggregated. “Aggregated” means to gather into a summary form de-identified Authorized User data, so that the data are not linked or linkable to any individual and cannot be re-identified, including via device identifiers or other unique identifiers. Maestro owns all title, copyright and other proprietary rights to the Aggregated Data.
3. Feedback. Customer grants Maestro a perpetual, non-revocable, fully-paid up, royalty-free, worldwide, non-exclusive license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display any feedback or suggestions (the “Feedback”) in any medium or format, whether now known or later developed, and incorporate such Feedback into any Maestro Service at any time at the sole discretion of Maestro. Feedback is provided by Customer “as-is,” without representations or warranties, either express or implied, including any warranties of merchantability, non-infringement, and fitness for a particular purpose.
Fees and Payment. Customer shall pay Maestro the amounts identified in an Order. Payment shall be due within 30 days after receipt of Maestro’s invoice or as otherwise set forth in an Order. Customer will owe a late fee of the lesser of 1.5% per month, or the maximum rate permitted by applicable law, for all overdue undisputed amounts. The Customer shall be responsible for the payment of all sales, use, and similar taxes arising from or relating to the Services, except for taxes related to the net income of Maestro and any tax obligations imposed upon Maestro under federal, state, and local wage laws.
Third-Party Apps. Maestro offers certain Services through integrations with online, cloud, or web-based applications or services and offline software products or services or other Input Data sources and Customer-directed Output Data destinations provided by third parties (“Third-Party App”). Customer shall make any such Third-Party App, and Input Data available to Maestro and the Services as necessary to use certain Services as contemplated by these Terms, including without limitation, obtaining all required access and credentials. Customer shall be solely responsible for ensuring compliance with Third-Party Apps’ terms of use, privacy policies, and contractual obligations in making such Third-Party Apps and Input Data available to Maestro. Customer’s use of Third-Party App is entirely at Customer’s risk and subject to the terms and conditions of use for such Third-Party App. Maestro is not responsible for the performance or content of any Third-Party App, including but not limited to any service disruption, limitations, delivery failures, or delays caused by a Third-Party App.
Ownership.
1. Maestro Ownership. All right, title, and interest in and to the Services and Documentation, including all modifications, configurations, and derivatives, are and shall remain the property of Maestro or Maestro’s licensors. The Maestro name, all Maestro logos, and the product names associated with the Services are trademarks of Maestro. Maestro reserves all rights not granted in these Terms.
2. Customer Ownership. Customer retains ownership of all right, title and interest in and to all Input Data. Customer will have ownership of all right, title and interest into and to all the data generated, and based upon the Input Data, for and delivered to Customer as a result of Customer’s use of the Services (the “Output Data”, and together with the Input Data, the “Customer Data”). Customer acknowledges and agrees that the accuracy and quality of the Output Data depends entirely on the accuracy and quality of the Input Data provided by Customer. Customer is responsible for any errors, omissions, and inaccuracies in the Output Data attributable to the accuracy or quality of the Input Data, including but not limited to erroneous, incomplete, or misleading Input Data. As between Maestro and Customer, except for the rights expressly granted to Maestro herein, all rights, title, and interest in Customer Data will remain with Customer.
Privacy. If Customer Data includes any Personal Data, then, to the extent required by the laws applicable to Customer Data, Customer agrees that it is Customer’s sole responsibility: (i) to establish the lawful basis for the processing of such Personal Data in accordance with these Terms, and (ii) to provide all necessary notices to, and obtain all necessary consents from, any third parties, including Authorized Users and other personnel, to process the Personal Data. “Personal Data” means 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 Customer or to Maestro. Personal Data does not include anonymized data derived therefrom. If Customer Data includes any Personal Data in the Input Data, Maestro will process such Personal Data in accordance with the terms of these Terms and the Maestro Data Processing Addendum (https://www.getmaestro.ai/data-processing-addendum) which is incorporated herein by reference.
Representations and Warranties. Customer represents and warrants that it:
1. Customer represents and warrants that it has, and shall continue to have throughout its use of the Services, all rights, permissions, and consents necessary to: (i) submit Input Data and other information it submits to, or otherwise provide the Services or Maestro with access to the Input Data and other information it Customer makes available to Maestro; (ii) grant Maestro the rights to process Customer Data as set forth herein, and (iii) to grant Maestro access to the Third-Party Applications.
2. Each party represents and warrants that it: (i) has full right and authority to enter into these Terms and any Order; and (ii) is not a party to any agreement which would prevent it from fulfilling its obligations under these Terms and any Order.
3. Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 9, THE SERVICES, THE CONTENTS THEREIN, AND ANY DOCUMENTATION ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND MAESTRO DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE FOREGOING, MAESTRO DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (II) CUSTOMER’S USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION CUSTOMER OBTAINS AS A RESULT OF USE OF THE SERVICESWILL BE ACCURATE OR RELIABLE; (IV) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR (V) ANY OF CUSTOMER’S DATA WILL BE SECURE OR NOT LOST OR DAMAGED.
Indemnification. Maestro shall indemnify and defend Customer against any Losses arising from a third-party claim alleging that the use of the Services in accordance with the Terms infringes the intellectual property rights of such third party. If the Services is subject to a claim of Infringement and as a result, Customer’s use of the Services is enjoined, then Maestro shall, at no cost to Customer, procure for Customer the right to continue using the Services or replace it with non-infringing or modified Services of materially equivalent functionality. If the above options are not available on terms that are commercially reasonable for Maestro, then Maestro may terminate Customer’s right to access and use the Services, in which case Maestro shall refund Customer a pro rata amount of any prepaid Services subscription fees applicable to the unused portion of the Subscription Term for the terminated Services. This Section 10 sets forth the sole remedy if Customer’s use of the Services is enjoined. Customer shall indemnify and defend Maestro against any Losses arising from a third-party claim arising or resulting from or alleging (1) Customer’s or its personnel’s (each, a “Customer Party”) use of the Services in violation of the Terms, (2) Customer Party’s violation of any of its representations or warranties, or (3) infringement by the Input Data of the intellectual property rights of another third party. Each Party’s obligation to indemnify the other Party is conditioned on the Party seeking indemnification: (a) promptly notifying the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party’s obligation except to the extent it is prejudiced thereby; (b) allowing the indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement, provided that the indemnifying Party shall not settle any claim that requires the indemnified Party to admit fault or subjects the indemnified Party to ongoing obligations without the indemnified Party’s prior written consent (such consent not to be unreasonably withheld or delayed); and (c) giving the indemnifying Party reasonable assistance in the defense and settlement of any claim, suit or proceeding for which indemnity is claimed.
Limitation of Liability. EXCEPT FOR INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER MAESTRO NOR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES WILL BE LIABLE UNDER THESE TERMS FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL MAESTRO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF CLAIMS RELATED TO THESE TERMS EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE BY CUSTOMER TO MAESTRO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LAST SUCH CLAIM. THE PROVISIONS OF THESE TERMS ALLOCATE RISK BETWEEN THE PARTIES AND THE PRICING SET FORTH IN EACH ORDER REFLECTS THIS ALLOCATION OF RISK AND LIMITATION OF LIABILITY SPECIFIED HEREIN. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
Term; Termination; Suspension.
1. Term. Customer’s initial subscription term for Services (the “Initial Subscription Term”) begins on the Effective Date and ends on the first anniversary of the Effective Date, unless the Order specifies a different period. At the end of the then-current Subscription Term, the subscription will automatically renew for an additional one-year period or other period set forth on the Order (a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”) unless either party provides written notice of non-renewal at least 90 days before such expiration date. Unless another payment method has been specified, Maestro will charge Customer’s payment information on file for the fees for each Renewal Subscription Term. Unless terminated earlier as set forth in this Agreement, this Agreement is effective as of the Effective Date and expires on the termination or expiration of the last active Order.
2. Termination. Either party may terminate these Terms or an Order without penalty upon (a) 30 days’ prior written notice, if the other party breaches any condition of these Terms, unless such breach is capable of being cured and the breaching party fully cures such breach within the 30-day notice period; or (b) the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Upon termination of these Terms, all outstanding Orders will automatically terminate. Upon any termination or expiration of these Terms or any applicable Order, (1) Customer shall promptly cease and cause its Authorized Users to promptly cease using the Services, and (2) Maestro may delete Customer Data 60 days after termination or expiration of an Order. For avoidance of doubt, Maestro may, but is under no obligation to, retain Customer Data beyond the sixty-day post termination period.
3. Suspension. In addition to any other rights or remedies under these Terms, Maestro reserves the right to suspend Customer’s or an Authorized User’s use of any Services: (i) if Customer is 30 days overdue in the payment of undisputed fees; (ii) if Maestro deems such suspension necessary as a result of Customer’s material breach of its obligations; (iii) if Maestro reasonably believes such suspension is necessary to prevent or stop the conduct of suspected illegal activity or a security risk to Maestro or its customers; or (iv) as required by law or at the request of governmental entities.
Confidentiality.
1. Confidential Information. In the course of an Order, each Party (“Recipient”) may have access to information of the other Party (“Discloser”) which either is marked as “confidential” or that the Recipient should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party (“Confidential Information”). Confidential Information does not include information that is generally available to the public through no act or omission of the Recipient or becomes known to the Recipient through a third party with no obligation of confidentiality. The Recipient shall (i) safeguard the Discloser’s 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 (ii) not disclose it to any other party except as permitted herein. Promptly after becoming aware of any actual unauthorized use or disclosure of any of Discloser 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. If Recipient is required by applicable law or a valid legal order to disclose Discloser’s Confidential Information, Recipient shall promptly notify Discloser of such requirements so that Discloser may seek, at disclosing Party’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 Discloser’s Confidential Information that it is required to disclose; and (z) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment. Recipient may disclose Discloser’s Confidential Information to its employees, independent contractors, representatives, advisors, subcontractors, vendors, and agents (collectively, “Representatives”) only to the extent such Representatives: (1) need access to such Confidential Information for the Recipient to exercise its rights and perform its obligations under these Terms, and (2) are bound by written confidentiality obligations no less protective than the confidentiality obligations contained herein. A Party is fully liable for the acts and omissions of its Representatives.
2. Injunction. Notwithstanding any other provision of these Terms, both Parties acknowledge that any disclosure or use of the Discloser’s Confidential Information in a manner inconsistent with the provisions of these Terms may cause the Discloser irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both Parties agree that, in addition to any other remedy to which the Discloser may be entitled hereunder, at law or equity, the Discloser shall be entitled to seek an injunction to restrain such use in addition to other appropriate remedies available under applicable law.
Trial Period. Maestro may provide Customer with access to and use of certain Services for the period of time set forth in an Order at no cost in order to trial those Services (the “Trial Period”). Maestro has no obligation to retain the Input Data or Output Data submitted or created, or any customizations or configurations created, during a Trial Period, unless Customer purchases those Services consecutive to the Trial Period in which case, Maestro will retain the data as set forth in these Terms. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE TRIAL PERIOD, IN NO EVENT WILL MAESTRO BE LIABLE FOR OR HAVE ANY INDEMNIFICATION OBLIGATIONS RELATED TO ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO ITS PROVISION OF THE SERVICES, DOCUMENTATION OR OUTPUT DATA, OR CUSTOMER’S USE OF EITHER, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE MAESTRO’S LIABILITY WITH RESPECT TO THE SERVICES, DOCUMENTATION AND OUTPUT DATA PROVIDED DURING A TRIAL PERIOD WILL NOT EXCEED $100.00. CUSTOMER SHALL BE FULLY LIABLE UNDER THESE TERMS TO MAESTRO FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES, DOCUMENTATION AND OUTPUT DATA DURING THE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THESE TERMS AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
Publicity. Customer hereby grants Maestro a non-exclusive license to use Customer’s name and display Customer’s logo in Maestro’s customer lists, on the customer section of Maestro’s website, and in other marketing and promotional materials.
Miscellaneous. The headings used herein are for identification and reference purposes only and shall not be used in the construction and interpretation of these Terms. Customer may not assign any Order without the written consent of Maestro. These Terms and any Order is a complete and exclusive statement of the agreement between the Parties relating to the subject matter of the Terms, and which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between the Parties regarding such subject matter. The Terms will be governed by laws of the state of Washington, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Terms, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located King County, Washington. If a court with jurisdiction over the Parties to the Terms declares one or more provisions or parts of the Terms invalid, illegal or unenforceable, the remaining provisions will nevertheless remain in full force and effect, unless such severance would frustrate the contractual intent of the Parties. Any notice required to be given under the Terms must be in writing and delivered personally, sent via confirmed email, sent by express courier or sent by registered or certified mail, postage prepaid, to the recipient’s address provided in the Order (or any other address as a Party may designate by written notice).

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