Electronically FILED by Superior Court of California, County of Los Angeles on 12/09/2022 05:41 PM Sherri R.

Carter, Executive Officer/Clerk of Court, by Y. Tarasyuk,Deputy Clerk

22STCV38484
Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Robert Broadbelt

1 HOLLAND & KNIGHT LLP

Eddie A. Jauregui, SBN 297986
2 Vito A. Costanzo, SBN 132754
Qian (Sheila) Shen, SBN 332048
3 400 South Hope Street, 8th Floor
Los Angeles, CA 90071
4 Telephone: 213.896.2400
Fax: 213.896.2450
5 E-mail:eddie.jauregui@hklaw.com
vito.costanzo@hklaw.com
6 qian.shen@hklaw.com

7 Attorneys for Plaintiff

Loud And Live Entertainment, Inc.,
8 a Florida corporation

10 SUPERIOR COURT OF THE STATE OF CALIFORNIA

11 COUNTY OF LOS ANGELES – CENTRAL JUDICIAL DISTRICT

12
400 South Hope Street, 8th Floor
Holland & Knight LLP

Los Angeles, CA 90071

13 LOUD AND LIVE ENTERTAINMENT, Case No.:

Fax: 213.896.2450
Tel: 213.896.2400

INC., a Florida corporation, Assigned for all purposes to:

14
Plaintiff, COMPLAINT FOR:
15 (1) BREACH OF CONTRACT;
vs. (2) BREACH OF EXPRESS
16 WARRANTY;
MAESTRO INTERACTIVE, INC., a (3) NEGLIGENT
17 Delaware corporation, MISREPRESENTATION; AND
(4) RESCISSION
18 Defendant.
JURY TRIAL DEMANDED
19

20 Plaintiff Loud And Live Entertainment, Inc., a Florida corporation (“Plaintiff” or “Loud

21 And Live”), hereby alleges as follows:

22 INTRODUCTION

23 1. On the night of April 17, 2021, over 100,000 Marc Anthony fans worldwide

24 expected to watch the global music star perform his first ever “livestream” concert on an internet

25 platform provided by defendant streaming company Maestro Interactive, Inc., a Delaware

26 corporation (“Defendant” or “Maestro”). The concert, considered by music industry experts to be

27 one of the biggest and most anticipated livestreams ever, was supposed to be available to

28 ticketholders in the United States, Spain, Mexico, Colombia, Venezuela, Chile and over 90 other

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COMPLAINT
 1 countries, all of whom paid $25-$40 USD to watch Anthony perform a 90-minute show. That

2 anticipation turned to frustration, then disappointment, and finally dread when Maestro’s streaming

3 platform failed completely on the night of the show.

4 2. Although Maestro had represented to Plaintiff concert promoter, Loud And Live,

5 that it had handled events much larger than Anthony’s, and expressly warrantied that its platform

6 would “automatically scale” to meet Loud And Live’s needs (whether it had 500 viewers or

7 millions), Maestro failed to stream even one minute of the show.

8 3. For hours on the night of the concert, ticketholders who logged onto a Maestro-

9 owned and -powered website stared at blank or frozen computer screens, while Maestro claimed to

10 be working behind the scenes to resurrect its platform. As the night wore on, Loud And Live and

11 Marc Anthony grew frustrated by Maestro’s inability to answer their questions and fix the problem.

12 Ticketholders took to social media to complain and ridicule Loud And Live and Marc Anthony.
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13 4. After more than two hours, Maestro’s chief executive officer Ari Evans threw in the
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Tel: 213.896.2400

14 towel, asking Loud And Live whether it wanted to reschedule or cancel the concert. The show, a

15 multi-million dollar, international event, would not go on, at least not on Maestro’s platform and

16 not as expected by ticketholders. At 1:04 a.m. Eastern Time, Anthony issued an apology for the

17 “technology failure” and the “complete collapse of the streaming platform.”

18 5. In an attempt to salvage the event and protect his reputation and relationship with

19 fans, Anthony decided to stream the concert, which had been performed live and recorded, free on

20 YouTube for a period of 24 hours starting on April 18, 2021. The same day, Loud And Live began

21 the process of refunding ticket costs to approximately 100,000-plus fans around the world and

22 returning money to corporate sponsors and local promoters.

23 6. Billboard Magazine would go on to call the show “the most high-profile concert

24 livestream to completely crash and burn.” In the words of Maestro’s CEO, the whole event — or

25 non-event — was “a horrible f*** up,” a “failure,” and Maestro “own[ed]” it.

26 7. Maestro’s misrepresentations regarding its technological capabilities induced Loud

27 And Live to engage and rely on Maestro, and Maestro made repeated and explicit representations

28 and warranties that its platform’s technical capabilities would automatically scale to accommodate

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COMPLAINT
 1 the number of ticketholders. Given Marc Anthony’s international fame and following, and the fact

2 that Maestro at all times leading up to the night of the concert had access to the number of tickets

3 sold, Maestro’s failure to provide a platform that could livestream to all ticketholders was a

4 complete and total failure of consideration. As a result of Maestro’s complete and total failure,

5 Loud And Live—which paid Anthony a substantial guaranteed artist fee, promoted and backed the

6 concert financially, and contracted with sponsors and vendors around the world—suffered

7 significant economic losses, all of which were foreseeable to Maestro, and Loud And Live may

8 continue suffering additional losses.

9 THE PARTIES

10 8. Plaintiff Loud And Live Entertainment, Inc. is, and at all times relevant to this action

11 was, an entertainment, sports, marketing and media company. Among other things, Loud And Live

12 produces and markets livestream concerts featuring Latin music artists and other artists from around
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13 the world.
Fax: 213.896.2450
Tel: 213.896.2400

14 9. Plaintiff is a Florida corporation with its principal place of business located at 2301

15 NW 87th Avenue, 6th Floor, Doral, Florida.

16 10. Defendant Maestro Interactive, Inc., describes itself as a “white-label interactive

17 video platform for creators and content owners[.]” Maestro markets itself as being “engineered for

18 reliability at scale” and boasts that its product is “trusted by customers” ranging from Microsoft to

19 The Grammys.

20 JURISDICTION

21 11. The Court has jurisdiction over this action, and each party to this action, as each

22 party has been doing business in the State of California within the time period relevant to the causes

23 of action stated herein and/or has transacted business within the State of California.

24 12. Moreover, the Court has jurisdiction over Maestro, which is incorporated in

25 Delaware, but, at all times relevant to this Complaint, was qualified to do business and did business

26 in California, and/or maintained its principal place of business in California. The company

27 continues to maintain an office in Los Angeles, California, and has expressly consented to

28 jurisdiction of the State courts of California under the parties’ agreement.

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COMPLAINT
 1 13. Venue in this Court is proper pursuant to sections 395 et seq. of the Code of Civil

2 Procedure because the parties have expressly consented to venue in Los Angeles County pursuant

3 to agreement. In addition, Los Angeles County is where Maestro resides, the disputed contract was

4 entered into, the disputed contract was to be performed, and/or the actions and omissions giving rise

5 to injuries in this action occurred.

6 GENERAL ALLEGATIONS

7 14. In November 2020, Gilbert Paz, Loud And Live’s Director of Business and

8 Operations, contacted Maestro to express interest in using Maestro’s livestreaming product, as Loud

9 And Live was seeking to produce ticketed (or pay-per-view) livestreaming events in the near future.

10 While Loud And Live would produce and promote the events, it needed a company like Maestro to

11 stream the events online.

12 15. On November 13, 2020, Paz met virtually with a Maestro representative, Brandon
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13 Berman, who walked Paz through Maestro’s capabilities and Maestro’s promotional materials.
Fax: 213.896.2450
Tel: 213.896.2400

14 During that meeting, Paz explained that Loud And Live expected over 100,000 viewers for one of

15 its upcoming shows, which Loud And Live wanted to engage Maestro to stream. Berman

16 represented that an event of that size was not a problem for Maestro because Maestro had

17 previously handled huge events with millions of people, giving as examples prior livestream

18 concerts Maestro hosted for musicians like Katy Perry and Billie Eilish.

19 16. During that November 13 meeting, Berman provided and walked Paz through

20 several PowerPoint presentations. In one slide, entitled “I WANT TO USE MAESTRO FOR PAY

21 PER VIEW SUBSCRIPTION,” Maestro noted that the COVID-19 pandemic had unleashed

22 “unprecedented demand” for streaming content and that “content demand is higher than ever with

23 new consumption patterns across every demographic.” A different slide quoted from Rolling Stone

24 Magazine that “[l]ivestreams usually draw in 0.5% to 2% of an artist’s Instagram following.”

25 17. Maestro’s PowerPoint urged content providers like Loud And Live to “focus on

26 what you love -- the content and experience,” “[a]nd let us take care of the details.”

27 18. As for its technological capabilities, Maestro’s PowerPoint expressly warranted its

28 ability to “Perform[] At Scale,” noting:

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COMPLAINT
 1 Whether you have 500 viewers or millions of paid attendees, we’ve got you covered

2 -- our enterprise-grade technology automatically scales to your needs.

3 19. Maestro’s written presentation materials and Berman’s verbal assurances were

4 intended to and did in fact assure Loud And Live that Maestro had the technical capabilities to

5 livestream a concert for Marc Anthony, which was expected to draw in at 100,000 viewers.

6 20. The parties continued negotiations through 2020 and into 2021, with much of the

7 communication coming from Berman asking if Loud And Live was ready to move forward with

8 Maestro.

9 21. In early January, 2021, Paz expressed to Berman that Loud And Live was interested

10 in moving forward. He also disclosed to Berman around this time that the high-profile event Loud

11 And Live intended to stream through Maestro was for the Latin and global music star Marc

12 Anthony.
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13 22. Anthony is a three-time Grammy Award and six-time Latin Grammy Award winner
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14 who has sold more than 12 million albums worldwide. He is one of the best-selling tropical salsa

15 artists of all time and regularly sells out concerts around the world. Anthony has over 12 million

16 followers on Instagram.

17 23. On January 5, 2021, Paz told Berman that Loud And Live anticipated selling over

18 100,000 tickets for the Anthony show and Berman again reassured and expressly warranted that

19 Maestro could of course “do that” (i.e. handle a livestream capacity of at least 100,000 viewers).

20 24. On February 11, 2021, Paz emailed Berman to make inquiries about Maestro’s

21 pricing structure. Again, Paz noted that “we expect to sell 100,000 streams and the concert will be

22 about 120 minutes” with behind-the-scenes “VIP” content.

23 25. On February 16, 2021, Paz wrote to Berman to propose an alternative pricing

24 structure than the one initially put forth by Maestro. The alternative pricing structure contemplated

25 greater discounts to Loud And Live based on the number of tickets sold. In this communication,

26 Paz again reminded Berman that Loud And Live anticipated selling “over 100,000 tickets to this

27 event,” and requested 10,000 complimentary codes that could be provided to sponsors, the artist,

28 family and friends.

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COMPLAINT
 1 26. In subsequent days, Paz and Berman continued to negotiate Maestro’s contract.

2 Relying on Maestro’s continued and repeated representations that is platform could accommodate

3 the number of viewers anticipated for the Marc Anthony concert and would “automatically scale,”

4 Paz eventually signed a Maestro Order Form on or about February 22, 2021.

5 The Contract

6 27. On or about February 22, 2021, the parties executed an Order Form pursuant to

7 which Loud And Live purchased the right to access Maestro’s livestreaming Platform 1 and

8 associated data (the “Agreement”).

9 28. In the context of a music concert, this meant that a “customer,” like Loud And Live,

10 would be purchasing the right to “access and use” Maestro’s Platform by streaming a concert to the

11 platform so that “users” (in this case, ticket/access code holders) could “access” the content. To

12 access the content, users would be required to log on to a website hosted and powered by Maestro.
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13 29. The Agreement was structured, in part, as follows:

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Tel: 213.896.2400

14 a. Plaintiff agreed to pay Maestro a $500 “activation fee” per event

15 (e.g., one livestreamed concert);

16 b. Plaintiff agreed to pay Maestro a “license fee” of $1,750 per event;

17 c. To access an event hosted on Maestro’s platform, viewers would be required to enter

18 a unique “access code” when logging onto a Maestro-powered website;

19 d. Except for complimentary access codes, Maestro would charge Loud And Live for

20 each “access code” “redeemed” in connection with the event;

21 e. Plaintiff agreed to pay Maestro $25,000 “up front” for a total of 25,000 access codes,

22 inclusive of 10,000 free access codes;

23 f. For every access code redeemed thereafter, Loud And Live agreed to pay Maestro as

24 follows:

25 i. Access Codes 25,000-49,999: $0.90 per code redeemed

26 ii. Access Codes 50,000-74,999: $0.80 per code redeemed

27
1
Maestro’s Platform is defined in the Agreement as the “hosted, web-based technology platform
28 developed by Maestro that permits its customers to upload, host, manage and edit content so that
users may access and use such content . . . .”
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COMPLAINT
 1 iii. Access Codes 75,000-99,999: $0.70 per code redeemed

2 iv. Access Codes 100,000+: $0.60 per access code redeemed

3 30. In addition, the Agreement required Loud And Live to pay Maestro additional fees

4 based on the number of “unique viewers,” “viewer hours” (how long viewers were on the Maestro

5 site), “transcoding,” and a percentage of “in-stream merchandise transactions,” if any.

6 31. The Agreement provided that it was subject to Maestro’s Terms and Conditions

7 (“T&Cs”).

8 32. Under the Agreement, Loud And Live, not Maestro, was responsible for ticket sales.

9 33. Loud And Live was also responsible under the Agreement for distributing access

10 codes to the ticketing providers “by creating, exporting, and providing the codes to the ticketing

11 providers.” In order to “create, export, and provide” these codes, Loud And Live would have to

12 access a Maestro-owned and powered website, access a page available to Loud And Live as an
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13 “administrator,” and download access codes corresponding to a particular country or region. Loud
Fax: 213.896.2450
Tel: 213.896.2400

14 And Live would then provide those codes to “ticketing providers,” who would pair the codes with

15 tickets sold.

16 34. The Agreement did not require Loud And Live to report to Maestro, at any point, the

17 number of tickets sold, although Loud And Live did provide this information to Maestro on more

18 than one occasion.

19 35. Nor did Maestro inform Loud And Live at any point that, in order to adequately

20 prepare or “scale” its website and perform its part of the Agreement, Maestro required ticket sales

21 data from Loud And Live.

22 36. Of course, Maestro could at all times access its own data to determine how many

23 access codes had been pulled by Loud And Live for distribution. Maestro owned and controlled the

24 website from which Loud And Live “pulled” (i.e., created and exported) access codes.

25 37. Upon information and belief, Maestro was aware that by April 17, 2021, Loud And

26 Live had pulled over 400,000 access codes for distribution around the world, with a large number of

27 these codes being pulled in the first four weeks after Paz signed the Order Form on February 22,

28 2021.

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COMPLAINT
 1 Lead Up to the Concert

2 38. On March 3, 2021, Loud And Live publicly announced the Marc Anthony concert

3 and released tickets for sale. Loud And Live partnered with marketers/promoters around the world

4 and made tickets available for purchase globally. In some countries, the show was publicized like a

5 traditional concert, with advertising on radio and billboard signs. Plaintiff also arranged for

6 approximately 17 corporate sponsors by country including Walmart, AT&T, Visa, and American

7 Express. Upon information and belief, Maestro was aware that Loud And Live anticipated working

8 with various corporate sponsors in different jurisdictions around the world.

9 39. On April 8, 2021, Berman asked, for the first, time, for an update on the number of

10 tickets sold. Paz informed Berman that 40-50,000 tickets had already been sold and that Loud And

11 Live anticipated reaching its goal of 100,000 tickets sold by the following week. Berman

12 responded that this was “great” and noted that, typically, one-half of all livestream ticket sales occur
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13 on the day of the show.

Fax: 213.896.2450
Tel: 213.896.2400

14 40. On the afternoon of April 16, 2021, the day before the concert, Paz contacted a

15 Maestro representative, Olivia Jones, and informed her that he was having difficulties pulling

16 access codes from Maestro’s website. Paz noted that he needed to download additional codes due

17 to the high number of sales and requests from local promoters asking for more codes to sell.

18 41. Likewise, on April 16, 2021, Loud And Live, through Paz, informed Jones that users

19 (i.e. ticket/access code holders) were experiencing problems on Maestro’s website. Promotional

20 videos that had been pre-loaded to the website stopped playing suddenly. Users were seeing only a

21 “spinning wheel.” Jones responded that the problem had been fixed but provided no explanation

22 for what was causing the issue.

23 42. The problems did not stop there. In the early evening of April 16, 2021, Loud And

24 Live’s vice president of entertainment operations, Francesca Aquino, notified Jones that hundreds

25 of ticketholders who were seeking to register accounts on Maestro’s website so that they could view

26 the concert the next day, were receiving “Error with Access Codes” messages. Although the users

27 were entering correct access codes, they would nevertheless receive false “error” messages. Aquino

28 informed Jones that the problem was “becoming unmanageable and people are highly upset.”

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COMPLAINT
 1 When Jones responded that she “completely” understood Aquino’s concern and that Maestro was

2 “working on getting this fixed asap,” Aquino wrote, “Please[,] because we are [losing] faith in the

3 platform quickly. Giving the users error when it’s not an error is an issue and so many of them are

4 having the same experience.”

5 43. That same evening, Paz informed Maestro that Loud And Live had sold an estimated

6 90-100,000 tickets through its ticketing providers.

7 44. By the start of the show on April 17, 2021, ticketing providers had sold

8 approximately 101,000 in about 100 countries. At no point on April 17th, the day of the concert,

9 did Maestro ask for an updated sales figure.

10 The Night of the Concert and Maestro’s “Failure”

11 45. The concert was to begin at 8 p.m. Eastern on April 17, 2021. 2

12 46. To view the show, ticketholders who had not already done so were directed to log on
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13 to a website, where they would be asked to create user accounts and enter their unique access codes.
Fax: 213.896.2450
Tel: 213.896.2400

14 47. As viewers started to log on and enter their access codes on April 17, they

15 immediately encountered problems. Most saw blank or frozen screens. Upon information and

16 belief, some viewers, thinking the problem was their electronic device, tried accessing the concert

17 using different devices, but still could not access the show. Almost instantly, ticketholders barraged

18 Loud And Live’s customer support agents with complaints, which were funneled to Aquino.

19 48. Sensing trouble, Aquino contacted Maestro’s Olivia Jones in Los Angeles, who

20 Loud And Live had paid to be their designated customer support manager the night of the concert.

21 At 8:06, Aquino informed Jones that the issues were getting worse by the minute, meaning that

22 complaints were multiplying exponentially and had begun appearing on various social media

23 platforms.

24 49. At 8:14, Aquino asked Jones for a status update and was told by Jones several

25 minutes later that there was “no ETA” and “no update,” and that Maestro’s engineers were

26 “working on it.” Over the eight o’clock hour, Jones continued to report to Loud And Live (through

27 either Paz or Aquino) that Maestro had “no ETA,” no update, and nothing “yet.”

28
2
Unless otherwise noted, all times cited in this Complaint refer to Eastern Daylight Time.
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COMPLAINT
 1 50. At 9:07, Aquino and Loud And Live’s CEO spoke with Maestro’s chief executive

2 Ari Evans by telephone. Upon information and belief, Evans was in Los Angeles at the time.

3 Evans told Loud And Live that he had his “top engineers” and “top people” working on the

4 problem, and recognized the severity of the issue. Evans did not name the individuals working to

5 resolve the issues, nor did he indicate from where they were working.

6 51. At 9:20, Evans sent Aquino a text message informing her that the “[n]ew ETA is

7 9:40 p.m.” and that Maestro was “deploying config[uration] changes and restarting the services.”

8 In part, Aquino responded that she needed from Maestro a “100 percent commitment that it’s 9:40

9 because if we kick off” a 20-minute countdown at 9:30 p.m., “we cannot cancel again at 9:50 if this

10 doesn’t work.”

11 52. At 9:22, Jones sent a text message to Aquino that Loud And Live could start a 20-

12 minute countdown video on the Maestro platform at 9:40, meaning the show would start at 10.
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13 53. At 9:27, Evans informed Loud And Live and Anthony’s representatives that he could
Fax: 213.896.2450
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14 only give them a 70% assurance that what his engineers were doing would work and solve the

15 issue.

16 54. At 9:34, Evans sent Aquino a text message saying, in part, “this is the worse [sic]

17 part of the job. Hasn’t happened in a long time.”

18 55. At 9:36, Jones messaged Aquino again, this time to stop Loud And Live from

19 starting a countdown clock on the Maestro website.

20 56. Beginning at 9:38, Evans sent a series of text messages to Loud And Live’s and

21 Anthony’s representatives, stating that he was “watching the deployment go out and will update

22 when it is completed.” Ten minutes later, Evans wrote again: “Should be any minute.”

23 57. By 9:50 p.m., Loud And Live’s CEO wrote to Evans to say that “we can’t wait any

24 longer. We need a final answer now.” Evans wrote back urging further delay and at 9:58 wrote that

25 “we are checking the service with the new configuration.”

26 58. At 10:06 pm, Loud And Live’s CEO wrote to Evans: “Ari, it’s 10:05[.] [F]irst you

27 said 9:15, then 9:30, then 9:40/45[.] [I]t’s 10:06.” At that point, Evans informed Loud And Live that

28 Maestro could not resolve the issue and that Loud And Live should cancel the concert.

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COMPLAINT
 1 59. Finally, at 10:20 pm., Evans text messaged representatives for both Loud And Live

2 and Marc Anthony asking whether they wanted to reschedule or cancel completely “so that we can

3 prepare accordingly.” Evans noted:

4 “Again, this is a horrible f*** up. I’m at a loss for words. Let’s discuss what role you’d
like us to play in [communications]. We will own the failure.”
5

6 60. Plaintiff spent the next several hours speaking with Marc Anthony’s representatives

7 and concert promoters around the world.

8 61. After 1 a.m. on April 18, Anthony made the decision to cancel the pay-per-view

9 concert. Later that day, Anthony announced that he would air the concert for free on YouTube for a

10 period of 24 hours.

11 62. On April 18, 2021, Maestro’s Jones sent an apology email to Aquino and Paz,

12 copying Maestro’s executive team, including Evans. In the email, Jones wrote, “It goes without
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13 saying, the entire Maestro team is deeply sorry for the technical issues we encountered last night.
Fax: 213.896.2450
Tel: 213.896.2400

14 We are preparing a root cause analysis on the issue that happened and are actively working to

15 ensure this does not happen again. We are here to regroup when you are ready, and would like to

16 include each of our executive teams (cc’d here) on the call to discuss next steps.”

17 63. By at least April 28, 2021, Evans and Maestro had changed their tune. Rather than

18 “own” their “horrible f*** up” and acknowledge that Maestro was not prepared and did not have

19 technological capability to pull off the concert, Evans told Billboard Magazine that Loud And Live

20 was to blame for Maestro’s technological failure because Loud And Live provided inaccurate sales

21 figures to Maestro.

22 64. In fact, at all times Loud And Live provided accurate sales figures to Maestro both

23 on April 8 and April 16, 2021, although Loud And Live was not required to do so. Moreover,

24 Maestro knew, or should have known, that Loud And Live had downloaded at least 400,000 access

25 codes from Maestro’s own website.

26 65. Maestro never asked Loud And Live for sales figures on April 17, the day of the

27 concert, even though on April 16, Paz informed Jones that ticketing providers were experiencing

28

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COMPLAINT
 1 high volumes of sale and requested additional codes to sell, and even though Berman told Paz that,

2 typically, one-half of all livestream ticket sales occur on the day of the show.

3 66. In the same April 28, 2021, Billboard article, Evans acknowledged that Maestro did

4 not and could not automatically scale to its customers’ needs, even if there were “millions” of

5 viewers (which there were not). He stated: “Auto scaling works really well when you’re going up

6 10%. It doesn’t work well scaling these big spikes in our situation.” Evans claimed that Maestro

7 was prepared to receive 50% more viewers than the figure provided by Loud And Live to Maestro,

8 but that “the number of people who showed up claiming they had a ticket” far surpassed that

9 number. Evans did not note how many people “showed up.”

10 67. Without irony, Evans told Billboard Magazine that “the most important thing for all

11 of us in this industry is that the show must go on somewhere. There’s got to be some kind of

12 backup plan — and backup, backup plan — that gets you there.”
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13 68. The show, of course, did not go on, at least not on Maestro’s platform. And there
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14 was no backup plan to speak of. Notwithstanding that Loud And Live consistently provided

15 accurate ticket sales data to Maestro, that Maestro knew or should have known this would be a

16 significant event with sales spiking on the day before and day of the concert, and that Maestro

17 claimed its systems would “automatically scale” to meet customers’ needs, Maestro’s systems

18 failed spectacularly, causing significant economic and reputational damages to Loud And Live.

19 FIRST CAUSE OF ACTION

20 (For Breach of Contract)

21 69. Plaintiff repeats, realleges and reincorporates each and every allegation contained in

22 the General Allegations and all previous paragraphs of all previous sections in this Complaint,

23 inclusive, as though fully set forth herein.

24 70. Loud And Live and Maestro entered into the written Agreement, which is a valid and

25 enforceable contract.

26 71. Loud And Live substantially performed all of its obligations under the Agreement,

27 except where performance was excused.

28

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COMPLAINT
 1 72. The Agreement provided that Loud And Live paid a “Single Event Platform License

2 Fee,” in exchange for Maestro providing access to the event for up to 5,000 unique viewers.

3 73. In addition, Loud And Live was to pay an “Access Code Fee,” in exchange for

4 Maestro providing access codes for potentially 100,000+ viewers, with a minimum fee for 25,000

5 access codes that was paid up front.

6 74. Similar to pre-purchased tickets for a concert, the access codes were supposed “to

7 grant access to viewers without having to charge those viewers[,]” as described in the Agreement.

8 75. The Agreement did not provide for any cap on the number of viewers who could

9 purchase and redeem such access codes.

10 76. Maestro, however, materially breached these terms when it failed to provide access

11 to a livestreaming platform that would accommodate at least 100,000 viewers. Instead, Maestro’s

12 platform crashed and none of the ticket holders were able to view the concert.
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13 77. Maestro’s breach was material. Maestro knew prior to entering into the Agreement
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Tel: 213.896.2400

14 that Loud And Live expected an audience of at least 100,000 viewers for the Marc Anthony

15 concert, and likely many more. The entire purpose of entering into the Agreement was for Maestro

16 to provide a livestreaming platform that could be accessed by, and accommodate simultaneous

17 viewing by at least 100,000 viewers.

18 78. Maestro’s material breach of the Agreement renders its limitation of liability

19 provision found in its T&Cs void.

20 79. As a direct and proximate result of Maestro’s breach of the written provision of the

21 Agreement, Loud And Live has been damaged in an amount to be proven at trial.

22 SECOND CAUSE OF ACTION

23 (For Breach of Express Warranty)

24 80. Plaintiff repeats, realleges and reincorporates each and every allegation contained in

25 the General Allegations and all previous paragraphs of all previous sections in this Complaint,

26 inclusive, as though fully set forth herein.

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COMPLAINT
 1 81. Maestro repeatedly expressly warranted the performance of its livestream

2 capabilities both verbally and in written materials including warranting that its platform had the

3 capacity to accommodate over 100,000 viewers and that “Whether you have 500 viewers or

4 millions of paid attendees, we’ve got you covered -- our enterprise-grade technology automatically

5 scales to your needs.”

6 82. Maestro’s express warranty that its platform could and would “automatically scale[]”

7 to meet the needs of however many viewers purchased tickets to the Marc Anthony concert

8 promoted by Loud And Live formed a basis of the bargain for Loud And Live without which Loud

9 And Live would not have purchased and/or used Maestro’s platform. Indeed, before any agreement

10 with Maestro was executed, Maestro was made aware that Loud And Live intended to stream a

11 Marc Anthony concert on its platform, and that Loud And Live expected the Marc Anthony to bring

12 in at least 100,000 viewers.

400 South Hope Street, 8th Floor
Holland & Knight LLP

Los Angeles, CA 90071

13 83. Maestro breached the express warranty when its platform completely and utterly
Fax: 213.896.2450
Tel: 213.896.2400

14 failed to accommodate any of Loud And Live’s concert viewers.

15 84. Maestro’s breach of its express warranty renders its limitation of liability provision

16 found in its T&Cs void.

17 85. As a direct and proximate result of Maestro’s breach of express warranty, Loud And

18 Live has been damaged in an amount to be proven at trial.

19 THIRD CAUSE OF ACTION

20 (For Negligent Misrepresentation)

21 86. Plaintiff repeats, realleges and reincorporates each and every allegation contained in

22 the General Allegations and all previous paragraphs of all previous sections in this Complaint,

23 inclusive, as though fully set forth herein.

24 87. Defendant made representations to induce Loud And Live to engage Maestro and

25 enter into an agreement with Maestro. In so doing, Maestro had a duty not to make negligent

26 representations.

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COMPLAINT
 1 88. Defendant breached this duty by negligently making the false representation that

2 whether Loud And Live had “500 viewers or millions of paid attendees,” Maestro had them

3 “covered.”

4 89. Defendant further breached this duty by negligently making the false representation

5 that its’ “enterprise-grade technology automatically scale[d] to [customers’] needs.”

6 90. At the time that Maestro made these representations, it knew or should have known

7 that the representations were false, or at least had no reasonable ground for believing they were

8 true. In fact, Maestro’s technology did not, and could not, “automatically scale” to meet Loud And

9 Live’s needs. Maestro knew that it required detailed data to manually scale up for the concert and

10 did not alert Loud And Live to that fact. Thus, Maestro’s representations were, at a minimum,

11 negligent.

12 91. In making these representations, defendant intended to and did induce Loud And
400 South Hope Street, 8th Floor
Holland & Knight LLP

Los Angeles, CA 90071

13 Live to enter an agreement with Maestro and to rely on Maestro’s technological capabilities to
Fax: 213.896.2450
Tel: 213.896.2400

14 stream the Marc Anthony show.

15 92. Plaintiff relied upon this misrepresentation in engaging Maestro, and such reliance

16 was justifiable.

17 93. As a result, Loud And Live has been damaged in an amount to be proven at trial.

18 FOURTH CAUSE OF ACTION

19 (For Rescission Pursuant to Cal. Civ. Code, § 1689)

20 94. Plaintiff repeats, realleges and reincorporates each and every allegation contained in

21 the General Allegations and all previous paragraphs of all previous sections in this Complaint,

22 inclusive, as though fully set forth herein.

23 95. Maestro and Loud And Live entered into the Agreement on or about February 22,

24 2021.

25 96. Pursuant to the Agreement, Loud And Live paid Maestro an amount of at least

26 $27,250, in accordance with the fee schedule set forth in the Agreement.

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COMPLAINT
 1 97. In consideration for Loud And Live’s payment of fees, Maestro agreed to provide a

2 streaming platform for a Marc Anthony concert that would have the technological capacity to

3 accommodate at least 100,000 viewers and would automatically scale to Loud And Live’s needs.

4 98. Maestro’s consideration – i.e. the provision of a streaming platform for a Marc

5 Anthony concert that would have the technological capacity to accommodate at least 100,000

6 viewers and would automatically scale to Loud And Live’s needs – wholly failed through Maestro’s

7 fault.

8 99. Indeed, Maestro has admitted and “owned” its “horrible f*** up.”

9 100. As such, Loud And Live is entitled to rescission of the agreement and a refund of

10 moneys paid thereunder subject to further proof at trial.

11 PRAYER FOR RELIEF

12 Wherefore, Plaintiff prays for the following relief:

400 South Hope Street, 8th Floor
Holland & Knight LLP

Los Angeles, CA 90071

13 1. For monetary damages, including consequential damages and interest, in an

Fax: 213.896.2450
Tel: 213.896.2400

14 amount to be proven at trial;

15 2. For rescission of the contract and refund of any monies paid thereunder;

16 3. For interest on any monetary judgment at the maximum rate allowed by law;

17 4. For costs and attorneys’ fees as permitted by law; and

18 5. For such other and further relief as the Court may deem just and proper.

19

20 Dated: December 9, 2022 HOLLAND & KNIGHT LLP

21

22 Eddie A. Jauregui
Vito A. Costanzo
23 Qian (Sheila) Shen
24 Attorneys for Plaintiff
LOUD AND LIVE ENTERTAINMENT, INC.,
25 a Florida corporation
26

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COMPLAINT