1. ACCEPTANCE OF TERMS

1. Maestro Interactive ("Maestro", "we," "us" or "our") provides online services. Maestro permits access to and use of its websites, products, applications, mobile applications, services, and/or Content (as defined herein) provided by Maestro (collectively, the "Service" or "Maestro Service") subject to the following Terms of Use ("Terms"). Maestro may, at its discretion, update these Terms at any time. You can access and review the most current version of these Terms at the URL for this page or by clicking on the "Terms of Use" link at the bottom of each page of the Site or otherwise made available within the Service.
2. Please read these Terms carefully. By registering for an Account (as defined below), accessing, or otherwise using the Service or any of its components as either an end user accessing, or otherwise using, the Service or any of its components ("User") or as customer of Maestro who has purchased a subscription access to the Service ("Channel Owner"), you AGREE TO BE BOUND BY THE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU SHOULDN'T, AND ARE NOT PERMITTED TO, ACCESS OR USE THE SERVICE.
3. If you are under 13 years of age, you may not use the Service. If you are at least 13 years of age but under 18 years of age or the age of majority in your jurisdiction, whichever is greater, you represent and warrant that you have obtained the consent of a parent or guardian before accessing or using the Service. Otherwise, you represent and warrant that you are: (i) at least 18 years of age or the age of majority in your jurisdiction, whichever is greater; and (ii) of legal age to form a binding contract. In all cases, you represent and warrant that you are not a person barred from accessing or using the Service under the laws of your country of residence or any other applicable jurisdiction.
4. In connection with any Paid Services (as defined below), you represent and warrant that you are the authorized signatory of the credit or charge card provided and you have the authority to enter into these Terms with Maestro for payment of fees.

2. PRIVACY POLICY

In addition to these Terms, Maestro's Privacy Policy governs your access to and use of the Service. You agree that by using the Service you consent to the collection, use, and sharing of such information (as set forth in the Privacy Policy), including the transfer of this information within or to the United States and/or other countries for storage, processing, and use by Maestro, its affiliates, and its third party business associates.

3. SERVICE CHANGES AND LIMITATIONS

In addition to these Terms, Maestro's Privacy Policy governs your access to and use of the Service. You agree that by using the Service you consent to the collection, use, and sharing of such information (as set forth in the Privacy Policy), including the transfer of this information within or to the United States and/or other countries for storage, processing, and use by Maestro, its affiliates, and its third party business associates.

4. GRANT OF RIGHTS

1. Subject to your compliance with these Terms and additional agreements or policies related to Paid Services, Maestro grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service solely to access, download, store, view, display, perform, redistribute, and create derivative works of Content solely in connection with your use of, and in strict accordance with the functionality and restrictions of, the Service
2. Your access to and use of the Service must further comply in all material respects with any usage guidelines posted by Maestro.
3. Maestro may further make available applications for access to certain content from other devices ("Apps" or "Maestro Apps"). Your access to and use of any Apps is subject to the applicable end user license agreement for each App.

5. REGISTRATION

1. In registering for the Service, you may be required to create an account (an "Account") and select a password. You agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Maestro reasonably suspects that you have done so, Maestro may suspend or terminate your account.
2. You are fully responsible for all activities that occur under your Account. You may not share your Account or password with anyone. You agree to notify Maestro immediately of any unauthorized use of your account or password or any other similar breach of security.

6. RESPONSIBILITY FOR CONTENT

1. You acknowledge and agree that all video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, comments, information, data, text, software, scripts, executable files, graphics, and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Service, whether publicly posted or privately transmitted ("Content"), are the sole responsibility of the person from whom such Content originated. This means that you, and not Maestro, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service ("Your Content"), and other users of the Service, and not Maestro, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service ("User Content"). Content includes, without limitation, all Your Content and User Content.
2. You acknowledge and agree that Maestro has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Maestro reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing, Maestro shall have the right to remove any Content that violates these Terms or that it deems objectionable.
3. To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in these Terms with respect to Your Content; and (ii) Your Content does not violate any copyright, trademark, right of privacy, right of publicity or any other right of any third party.

7. RIGHTS TO CONTENT

1. You retain ownership and/or other applicable rights in Your Content, and Maestro and/or third parties retain ownership and/or other applicable rights in all Content other than Your Content and User Content
2. Maestro does not claim ownership of Your Content. However, you hereby grant and warrant that you have the right to grant to Maestro and its service providers, an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable right and license to use, host, cache, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, reproduce, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Service is available), archive, and create derivative works from Your Content in connection with the Service. You understand that the technical processing and transmission of data associated with the Service, including Your Content, may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
3. Except with respect to Your Content, you agree that Maestro and its licensors own all rights, title and interest in the Service and all materials within the Service. Except with respect to Your Content or as expressly permitted by these Terms, you may not: (i) use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform or publicly display any Content; (ii) frame or utilize any framing technique to enclose any Content; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Service; or (iv) access the Service for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Maestro. Maestro reserves all rights not expressly granted to you.
4. The names, logos and other trademarks of Maestro ("Marks" or "Maestro Marks") may appear throughout the Service and include those identified here. The absence of any name, logo or other trademark from this list does not constitute a waiver of any intellectual property rights that Maestro may have established in such name, logo or trademark. You agree not to display or use in any manner any Maestro Mark without Maestro's prior written consent.
5. Maestro will not display or use Your Content (including any registered trademarks, trademarks or trade dress) except in connection with the Service or with your prior written consent.
6. If you are a User, you hereby grant and warrant that you have the right to grant to the Channel Owner an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable right and license to use, host, cache, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, reproduce, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Service is available), archive, and create derivative works from Your Content in connection with the Service.

8. USER CONDUCT

In connection with your access to or use of the Service, you shall not:

1. upload, post, email, transmit or otherwise make available any Content that:
   1.  is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable;
   2. may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
   3. infringes any patent, trademark, trade secret, copyright or other proprietary right of any party
   4. consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or
   5. contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
2. impersonate any person or entity, including, but not limited to, Maestro personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
4. act in a manner that negatively affects the ability of other users to access or use the Service;
5. take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
6. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
7. use spiders, crawlers, robots or any other similar means to access the Service or substantially download, reproduce or archive any portion of the Service;
8. sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including, but not limited to, your user account and password; or
9. violate any applicable local, state, provincial, federal, national or international law or regulation.

9. SUGGESTIONS

If you elect to provide or make available to Maestro any suggestions, comments, ideas, improvements or other feedback relating to the Service ("Suggestions"), Maestro shall be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestion in any manner, without credit or compensation to you.

11. LINKS AND EXTERNAL MATERIALS

The Service or users of the Service may provide links to other websites or resources. You acknowledge and agree that Maestro does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources ("External Materials"). These sites are subject to different terms of use and privacy policies, which you are responsible for reviewing. You further acknowledge and agree that Maestro shall not be liable for any damage or loss caused by or resulting from use of or reliance on any External Materials.

12. PAID SERVICES

1. Some portions of the Service require payment of fees (the "Paid Services," including, without limitation, access to the Service). All fees are stated in United States dollars. You shall pay all applicable fees in connection with such Paid Services, and any related taxes or additional charges.
2. Paid Services are limited licenses for you to use particular for-pay aspects of the Services, and certain Paid Services may be subject to additional agreements, terms and policies. Except as provided in such other agreements:
   1. Usage of terms like sell, sale, buy, purchase, or similar terms all refer to your acquisition of a license to use Paid Services, and do not represent any transfer of any right, title, or ownership interest of any kind.
   2. You may not relicense, resell, transfer, or exchange Paid Services within or outside of the Services.
   3. Access to the Service is for your internal business use only and not for resale or to provide services to third parties.
   4. You agree that purchase of Paid Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written commitments made by Maestro with respect to future functionality of features.
   5. Maestro may, in its sole discretion, modify the functionality of, or eliminate, Paid Services, or the terms and conditions under which Paid Services are provided.
   6. Purchases of Paid Services are final and non-refundable, except at Maestro's sole discretion.
   7. Maestro may change its prices for Paid Services at any time. To the extent applicable, Maestro will provide you reasonable notice of any such pricing changes by posting the new prices on or through the applicable Paid Service and/or by sending you an email notification. If you do not wish to pay the new prices, you may choose not to purchase, or to cancel, the applicable Paid Services prior to the change going into effect.
3. Termination of your Account or your rights under these Terms may result in forfeiture of purchased Paid Services.
4. In the event you engage Maestro to fill ad space with respect to Paid Services:
   1. You understand and agree that Maestro will receive 50% of all Net Revenues received by Maestro from ads provided by Maestro. Maestro does not receive a percentage of ad revenue from ads you obtain without assistance from Maestro.
   2. For the purpose of this Section, "Net Revenues" shall mean all advertising revenues after deduction of all costs and expenses related to sale of the advertising inventory.
   3. Except in the event of termination, we will pay you by the end of the calendar month following any calendar month in which the earned balance in your Account equals or exceeds the applicable payment threshold ($100).
   4. Maestro may select ads in its sole discretion, provided that:
      1. Once an ad is posted, you will have 72 hours to notify Maestro that are you are dissatisfaction with the ad.
      2. Within 48 hours, from the receipt of such notice Maestro will remove or replace the ad.

13. TERMINATION, DELETION, AND SURVIVAL

1. In the event that you violate these Terms, all rights granted to you under these Terms shall be terminated immediately, with or without notice, and Maestro, in its sole discretion, may remove and discard Your Content.
2. On termination of your Account, or upon your deletion of particular pieces of Your Content from the Service, Maestro shall make reasonable efforts to make your Content inaccessible and cease use of it; however, you acknowledge and agree that: (i) Your Content may persist in caches or backups for up to six (6) months after termination of your Account and (b) copies of or references to Your Content may not be entirely removed.
3. The provisions of these Terms that should by their nature survive termination of these Terms shall survive such termination.

14. DISCLAIMER OF WARRANTIES

1. Your use of the service is at your sole risk. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAESTRO EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. Maestro makes no representations or warranties of any kind with respect to the Service, including any representation or warranty that the use of the Service will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system, or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, or (d) be free of viruses or other harmful components. Maestro also makes no representations or warranties of any kind with respect to Content; Your Content, in particular, is provided by and is solely the responsibility of, you providing that Content. No advice or information, whether oral or written, obtained from Maestro or through the Service, will create any warranty not expressly made herein.
3. Users acknowledge and agree that each Channel Owner makes the same disclaimer of warranties set forth in this Section 14. 

15. INDEMNIFICATION AND TIME LIMITATION ON CLAIMS

1. You agree to indemnify and hold Maestro and its parents, subsidiaries, affiliates, officers, directors, employees, agents, mandataries, partners and licensors (collectively, "Maestro Affiliates") harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys' fees, resulting from or arising out of your: (a) access to or use of the Service; (b) violation of these Terms or any law or regulation; or (c) violation of any rights of another party.
2. You agree that any claim you may have arising out of or related to these Terms or your relationship with Maestro must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
3. If you are a California resident, you waive California Civil Code § 1542, which says: "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."
4. Maestro agrees to indemnify and hold you and your agents, employees and representatives harmless from and against any claim, demand, loss, damage, cost, liability and expense incurred as a result of Maestro's gross negligence, intentional misconduct or fraud in the provision of the Service.
5. Users acknowledge and agree to indemnify each Channel Owner in the same manner as set forth in this Section 15. 

16. LIMITATION OF LIABILITY

1. You agree to indemnify and hold Maestro and its parents, subsidiaries, affiliates, officers, directors, employees, agents, mandataries, partners and licensors (collectively, "Maestro Affiliates") harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys' fees, resulting from or arising out of your: (a) access to or use of the Service; (b) violation of these Terms or any law or regulation; or (c) violation of any rights of another party.
2. You agree that any claim you may have arising out of or related to these Terms or your relationship with Maestro must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
3. If you are a California resident, you waive California Civil Code § 1542, which says: "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."
4. Maestro agrees to indemnify and hold you and your agents, employees and representatives harmless from and against any claim, demand, loss, damage, cost, liability and expense incurred as a result of Maestro's gross negligence, intentional misconduct or fraud in the provision of the Service.
5. Users acknowledge and agree to indemnify each Channel Owner in the same manner as set forth in this Section 15. 

17. GOVERNING LAW

These Terms shall be governed in all respects by the laws of the State of California without regard to conflict of law provisions. You agree that any claim or dispute you may have against Maestro must be resolved exclusively by a state or federal court located in San Francisco, California, except as otherwise agreed by the parties and you agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating all such claims or disputes.

18. SPECIAL PROVISIONS FOR CHANNEL OWNERS LOCATED OUTSIDE OF THE UNITED STATES

The following provisions apply specifically to Channel Owners located outside of the United States: (1) you consent to the transfer, storage, and processing of your information, including but not limited to Your Content and any personal information, to and in the United States and/or other countries; and (2) if you are using the Service from a country embargoed by the United States, or are on the United States Treasury Department's list of "Specially Designated Nationals," you agree that you will not engage in financial transactions, or conduct any commercial activities using or through the Service.

19. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

1. Maestro has adopted the following policy toward copyright infringement on the Service in accordance with the Digital Millennium Copyright Act (the "DMCA"). The address of Maestro's Designated Agent for copyright takedown notices ("Designated Agent") is listed below. You may submit a notice under the DMCA using our copyright notice form.
2. Reporting Instances of Copyright Infringement:
   1. If you believe that Content residing or accessible on or through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent at the address below:
      1. Identification of the work or material being infringed.
      2. Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Maestro is capable of finding it and verifying its existence.
      3. Contact information for the notifying party (the "Notifying Party"), including name, address, telephone number, and email address.
      4. A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
      5. A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
      6. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.
3. Please also note that the information provided in a notice of copyright infringement may be forwarded to the Channel Owner who posted the allegedly infringing content. After removing material pursuant to a valid DMCA notice, Maestro will immediately notify the Channel Owner responsible for the allegedly infringing material that it has removed or disabled access to the material. Maestro will terminate, under appropriate circumstances, the Accounts of any Channel Owner who is a repeat copyright infringer, and reserves the right, in its sole discretion, to terminate any Channel Owner for actual or apparent copyright infringement.
4. Submitting a DMCA Counter-Notification:
   1. If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with Maestro by providing the following information to the Designated Agent at the address below:
      1. The specific URLs of material that Maestro has removed or to which Maestro has disabled access.
      2. Your name, address, telephone number, and email address.
      3. A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or the federal district courts located in San Francisco, California if your address is outside of the United States), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
      4. The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
      5. Your signature.
5. Upon receipt of a valid counter-notification, Maestro will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Maestro does not receive any such notification within ten (10) days, we may restore the material to the Service.
6. Designated Agent
Maestro Interactive
5855 Green Valley Circle #300
Culver City, CA 90230
Attn: Copyright Agent
Email: copyright@maestro.io

20. GENERAL PROVISIONS

These Terms, as modified from time to time, constitutes the entire agreement between you and Maestro with respect to the subject matter hereof. These Terms replace all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof and constitutes the entire and exclusive agreement between the parties. The failure of either party to exercise, in any way, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain enforceable and in full force and effect. These Terms are not assignable, transferable, or sublicensable by you except with Maestro's prior written consent. Maestro may assign these Terms in whole or in part at any time without your consent. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Maestro in any respect whatsoever. Any notice to Maestro that is required or permitted by these Terms shall be in writing and shall be deemed effective upon receipt, when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to: