These API Terms of Service describe your rights and responsibilities when accessing our application programming interfaces (the "APIs") and constitute an agreement (this “Agreement”) by and between Mazira, LLC, dba GoldFynch, an Iowa limited liability company whose principal place of business is 136 S Dubuque St., Iowa City, IA 52240 (“Provider”, ”we”, ”our”, “us”) and the individual, corporation, LLC, partnership, sole proprietorship, or other business or other entity entering into this Agreement (“Customer”, ”you”, your(s)”). This Agreement is effective as of the date Customer first accesses the “System” (the “Effective Date”). Provider's provision of the System and Customer's access to and use of the System is conditioned on Customer's acceptance of and compliance with all of the terms of this Agreement, and all other operating rules, policies (including, without limitation, the API Privacy Policy, general Privacy Policy, GDPR DPA,) and procedures that may be published from time to time by Provider (together, the “Applicable Terms”). If Customer does not agree to the entirety of the Applicable Terms, then Customer may not access or use the System.
Customer and Provider hereby agree as follows:
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON ENTERING INTO THIS AGREEMENT ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON ENTERING INTO THIS AGREEMENT ON CUSTOMER'S BEHALF REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
1. ACCESS TO OUR APIs
Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to Section 10.10 "Assignment"), limited license to access our APIs and Documentation only as necessary to develop, test, and support an integration of your application (an "Application" or "App") with our API services. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.
1.1. Rules for API Access
You are not allowed to:
(A) access our APIs or Documentation in violation of any law or regulation (federal, state or local);
(B) access our APIs in any manner that
(C) access our APIs or Documentation in order to replicate or compete with the API services or the GoldFynch eDiscovery service, (i.e. you cannot make a clone, copy, or any software either on-premise or cloud-based that replicates the functions of the GoldFynch web app so as to be in direct competition with GoldFynch;
(D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or services;
(E) attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
1.2. Our Right to Suspend Access and Audit
If we believe that there is a violation of the Agreement that can be remedied by your modification or update of your Application, we will, in most cases, ask you to take direct action rather than intervene. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, our services, or the System. We also reserve the right to audit your application’s access to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your application complies with our terms and policies.
2. OWNERSHIP AND PROPRIETARY RIGHTS
2.1. Reservation of Rights
You retain your ownership rights in your Application and we own and will continue to own our APIs, Documentation, and the System, including all related intellectual property rights therein. All of our rights not expressly granted by the Agreement are hereby retained.
2.2. Feedback
If you send us any feedback or suggestions regarding the APIs or Documentation, there is a chance we will use it, so you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you, and on our own timeline. We may choose not to implement the suggestion, and we are not obligated to implement suggestions or feedback. Implementation of any feedback or suggestion from you to us is solely at our discretion.
3. TERMINATION
You may terminate the Agreement by discontinuing the use of our APIs. The contract payment requirement will expire on the last day of the calendar month. We may terminate the Agreement with or without cause. For termination without cause, a 30-day notice will be provided. The notice period is a paid period. A violation of the Agreement will result in immediate termination of this Agreement, and access to the API service will be revoked without compensation or refunds. Upon termination of the Agreement, all rights and licenses granted to you will terminate immediately. You understand that any APIs or Documentation that are not made generally available but that are otherwise made available to you are the confidential information of Mazira. Upon termination of the Agreement, you will promptly destroy copies of any Documentation and any other Mazira information in your possession or control that was received under the Agreement.
4. REPRESENTATIONS; DISCLAIMER OF WARRANTIES
You represent and warrant that you have validly entered into the Agreement and have the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE APIS, DOCUMENTATION, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
5. LIMITATION OF LIABILITY
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED ONE MONTH’S SUBSCRIPTION FEE.
IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The limitations under this Section 5 “Limitation of Liability” apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this Section 5 "Limitation of Liability" allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement.
6. APPLICATION OF CONSUMER LAW
Our APIs and Documentation are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Applicable Terms will restrict, exclude or modify any statutory warranties, guarantees, rights, or remedies you have, and our liability is limited (at our option) to the replacement or repair of the APIs.
7. YOUR INDEMNIFICATION OF US
Customer shall defend, indemnify, and hold harmless Provider and the Provider Associates (as defined below) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by users or by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to or integrated with the System by Customer, Customer’s accounts, or by Customer’s customers; (d) claims that use of the System by Customer or Customer’s customers’ accounts harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising; and (e) claims arising out of breach or alleged breach of the Agreement by the Customer, Customer’s employees, and Customer’s customers. Indemnified Claims include, without limitation, claims arising out of or related to Provider’s negligence. Customer’s obligations set forth in this Section 7 “Your Indemnification of Us” include retention and payment of attorney's fees and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Provider will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Provider Associates” are Provider’s officers, directors, employees, shareholders, parents, subsidiaries, agents, successors, and assigns.) Customer shall be solely responsible for, and its indemnification obligation under this Section 7 “Your Indemnification of Us” shall extend to, all acts and omissions of any of its affiliates, successors, and permitted assigns, and its or their respective officers, directors, employees, agents, or contractors in the performance of its obligations under this Agreement.
8. LIMITATIONS ON INDEMNIFICATION
Notwithstanding anything contained in the preceding Section 7. “Your Indemnification of Us”, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you without our express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.
9. SURVIVAL
The following provisions will survive any termination or expiration of the Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Sections 1.1 “Rules for API access,” 2. "Ownership and Proprietary Rights," 3. "Termination," 4. "Representations; Disclaimer of Warranties," 5. "Limitation of Liability," 6. “Application of Consumer Law,” 7. "Your Indemnification of Us," 8. "Limitations on Indemnifications," and 9. "Survival," 10. "General Provisions," and 11. “Choice of Law & Jurisdiction.”
10. GENERAL PROVIONS
10.1. Publicity and Public Relations
You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines as provided to us from time-to-time.
10.2. Force Majeure
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
10.3. Relationship of the Parties; No Third-Party Beneficiaries
The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to the Agreement.
10.4. Email Messages
Except as otherwise set forth herein, all notices under the Agreement will be by email be sent to support@mazira.com, including notices of termination. Notices will be deemed to have been received 24 hours after they are sent.
10.5. Export Controls & Sanctions
Applications created using the API may be subject to United States’ and other jurisdictions’ export control and sanctions laws and regulations. You agree to comply strictly with all such export control and sanctions laws and regulations that apply to your distribution or use of the API.
10.6. Modifications to Our APIs and Documentation
Our processing is constantly evolving, and so we need the flexibility to occasionally make changes to our APIs, including backward-incompatible changes. We will try to give notice of these changes beforehand, but occasionally we may miss a notification (e.g., a derivative function call resulting from a major change upstream). Parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our APIs may change at any time, you should not rely on their behaviors.
10.7. Modifications to the Agreement
As our business and relationship evolves, we may change these API Terms and the other components of the Agreement. If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect, by emailing the email address associated with your account.
The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you access our APIs after the effective date, that access will constitute your acceptance of any revised terms and conditions.
10.8. Waiver
No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
10.9. Severability
The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
10.10. Assignment
Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Agreement upon written notice to the assigning party. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11. CHOICE OF LAW & JUSRISDICTION
This Agreement will be governed solely by the internal laws of the State of Iowa, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Johnson County, Iowa. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Cedar Rapids, Iowa, or Iowa City, Iowa or via video conferencing, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
12. ENTIRE AGREEMENT
The Agreement, along with the Applicable Terms, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in this Agreement and any other documents or pages referenced in this Agreement, the following order of precedence will apply, unless a different order of precedence is explicitly stated in the other documents or pages referenced: (A) the Agreement, (B) any other documents or pages referenced in the Agreement.
13. DEFINITIONS
The following capitalized terms shall have the following meanings whenever used in this Agreement, or when referenced in the Applicable Terms:
13.1. “Documentation” means Provider’s standard manual related to use of the System, as well as any bulletins, instructions, memoranda, or similar information produced by Provider and related to the Customer’s use of and interface with the System.
13.2. “API Privacy Policy” means Provider’s API privacy policy, currently posted at https://goldfynch.com/api-privacy.
13.3. “Privacy Policy” means Provider’s general privacy policy, currently posted at https://goldfynch.com/privacy which covers how we treat information when using the GoldFynch website.
13.4. “System” means the application programming interface (API) service of the GoldFynch system (Provider’s proprietary cloud-based, e-discovery application and data archiving system) which allows Customer to integrate their own services with the GoldFynch system, as well as any dashboards, hardware, software, and any other services incorporated to access or make the API service functional. For the avoidance of doubt, GoldFynch is a proprietary content management and storage service, designed to facilitate high-volume document management, organization, search, and e-discovery requirements through a cloud-based application accessed by its subscribers over the Internet. The GoldFynch System is comprised of web-based software running locally on Customer’s browser and proprietary software running on GoldFynch’s cloud-based servers.