Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between Mazira, LLC, an Iowa limited liability company whose principal place of business is 136 S Dubuque St., Iowa City, IA 52240 (“Provider”) and the individual, corporation, LLC, partnership, sole proprietorship, or other business or other entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Your access to and use of the System (defined below) is conditioned on your acceptance of and compliance with all of the terms of this Agreement, and all other operating rules, policies (including, without limitation, our GoldFynch Privacy Policy) and procedures that may be published from time to time by Provider. These terms apply to all visitors, users and others who access or use the System. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use any of Provider’s services.  If you are accessing or using the System on behalf of Customer or other legal entity, you represent and warrant that you are an authorized representative of that entity and have the authority to bind such entity to this Agreement, in which case the terms “Customer” and “You” shall refer to such entity. Customer’s use of and Provider’s provision of Provider’s System (as defined below in Section 1.6) are governed by this Agreement. You 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 SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

  1. Term & Termination.
    1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for the subscription period set forth in the Order or, if none, for one (1) year. Thereafter, the Term will renew for successive periods equal to the original subscription period set forth in the Order, unless either party refuses such renewal by written notice 30 or more days before the renewal date.
    2. Termination for Cause. Either party may terminate this Agreement for the other’s breach, including Customer’s or a User’s violation of the AUP, by written notice, effective in 30 days unless the other party first cures such breach.
    3. Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. If an order or subscription period sets forth an expiration date and is not renewed, Customer may not be able to access the System after that date. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
  2. LIMITATION OF LIABILITY.
    1. Dollar Cap. PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED what you paid us for the Service the month before.
    2. .
    3. Exclusion of Consequential Damages. IN NO EVENT WILL PROVIDER BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
    4. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 10, Provider’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider’s liability limits and other rights set forth in this Article 10 apply likewise to Provider’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other repr
    5. Demonstration or Beta System. If the System is furnished to Customer on a "Demonstration," “Evaluation,” "Beta" or "Test" basis, Customer acknowledges that: (A) Provider is furnishing the System to Customer solely for demonstration, evaluation, testing and/or feedback purposes; (B) Customer is strictly prohibited from using the System for any purposes other than (i) demonstration of its capabilities to prospective users of the System, (ii) evaluation and testing of the System for suitability for the period allowed in the applicable Order, or (iii) providing feedback to Provider; (C) testing does not include loading content prior to or for production use; (D) Provider makes no warranties or any other claims with regard to the System's usability, reliability, performance, or overall quality; (E) Customer will hold Provider harmless for any damages or losses resulting from the use of the System by Customer; and (F) Customer's access to and use of the System does not constitute a license or rights to sell, distribute, or commercialize the System. No compensation will be paid to Customer for any use of the System or for performing any service or giving any advice or analysis to, or for the benefit of, Provider.
  3. INDEMNIFICATION. 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, including Customer Data; (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 the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Provider’s negligence. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys 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, shareholders, parents, subsidiaries, agents, successors, and assigns.)
  4. REPRESENTATIONS & WARRANTIES.
    1. From Provider. Provider represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Provider’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Provider, including uploaders, plug-ins and other third-party software which a User may use to interact with the System. Third party content and software used by You is at Customer’s sole risk. In the event of a breach of the warranty in this Section 1, Provider, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Provider’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
    2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, an individual 18 years or older, or another entity authorized to do business pursuant to applicable
    3. Warranty Disclaimers. Except to the extent set forth in the SLA and in Section 1 above, CUSTOMER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
  5. CONFIDENTIAL INFORMATION.Confidential Information” refers to the following items either Provider or Customer discloses to the other: (a) any document a party marks “Confidential”; (b) the Documentation and software comprising the System, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by Provider or Customer to the other, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in a party’s possession at the time of disclosure; (ii) is independently developed by a party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of a party’s improper action or inaction; or (iv) is approved for release in writing by the disclosing party.
    1. Nondisclosure. Provider and Customer shall not use Confidential Information for any purpose other than providing or using the System as their interests appear (the “Purpose”). A receiving party: (a) shall not disclose Confidential Information to any employee or contractor of the receiving party unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without the disclosing party’s prior written consent. Without limiting the generality of the foregoing, each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. A receiving party shall promptly notify disclosing party of any misuse or misappropriation of Confidential Information that comes to a receiving party’s attention. Notwithstanding the foregoing, a receiving party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. In such event, the receiving party shall give the disclosing party prompt notice of any such legal or governmental demand and reasonably cooperate with the disclosing party in any effort to seek a protective order or otherwise to contest such required disclosure, at the disclosing party’s expense.
    2. Injunction. Each party agrees that breach of this Article 7 would cause the disclosing party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, disclosing party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
    3. Termination & Return. Upon termination of this Agreement, each party shall return all copies of Confidential Information to the disclosing party or confirm, in writing, the destruction thereof.
    4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto.
  6. IP & FEEDBACK.
    1. IP Rights to the System. Provider retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws.
    2. Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider’s products or services.)
  7. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.
    1. Acceptable Use. The System may only be used as intended, according to the capabilities made available through its various user interfaces and according to the documentation. Customer shall comply with the AUP. Customer shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 1, including without limitation by Users, Provider may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as Provider may have. Neither this Agreement nor the AUP requires that Provider take any action against Customer or any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but Provider is free to take any such action it sees fit.
    2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.
    3. Customer Responsibility for Data. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including, by way of example: (a) the management and manipulation of Customer Data; (b) compliance of Customer Data with the all applicable law; (c) any claims relating to Customer Data; and (d) proper handling and processing notices sent to You by any person claiming that Customer Data violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
    4. Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
    5. Users & System Access. Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized. All Users of the System must be employees of Customer or independent contractors who are bound by contractual obligation to use the System solely in the course of Customer’s business and strictly in accordance with this Agreement. All other uses of the System are strictly prohibited.
    6. Compatibility. Customer understands that the System is compatible only with certain types of computers, operating systems, and filetypes or extensions, and that Customer is responsible for assuring the compatibility between its computer systems, filetypes, its software solutions, if any, and the System.
  8. CUSTOMER DATA & PRIVACY.
    1. Use of Customer Data. Unless it receives Customer’s prior written consent, Provider: (i) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the services provided through the System; (ii) shall not give any of its employees or subcontractors access to Customer Data except to the extent that such individual needs access to facilitate performance under this Agreement; and (iii) shall not give any third party access to Customer Data, including without limitation Provider’s other customers. Notwithstanding the foregoing, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. Customer possesses and retains all right, title, and interest in and to Customer Data, and Provider’s use and possession thereof is solely on Customer’s behalf. Customer grants Provider and its affiliates and related entities, a worldwide, royalty-free, fully paid, perpetual, irrevocable, non-exclusive right and license to use, copy, reproduce, distribute, publish, display, modify, adapt, translate, archive, store, and create derivative works from such Customer Date, in any form, format, or medium, of any kind now known or later developed, in order to provide the services delivered through the System. Customer may access and copy any Customer Data in Provider’s possession at any time, and Provider shall reasonably facilitate such access and copying promptly after Customer’s request.
    2. Handling, Retention, & Deletion. Provider shall observe Provider’s Privacy Policy and all other of Provider’s policies regarding retention and deletion of Customer Data in effect from time to time during the Term. Except as permitted in such policy(ies) or elsewhere in this Agreement, Provider shall not erase Customer Data, or any copy thereof, without Customer’s prior written consent and shall follow any written instructions from Customer regarding retention and erasure of Customer Data. Unless prohibited by applicable law, Provider shall purge all systems under its control of all Customer Data (excluding Customer’s basic account information and payment methods) at such time as Customer may request. Promptly after erasure of Customer Data or any copy thereof, Provider shall confirm such erasure to Customer. In purging or erasing Customer Data as required by this Agreement, Provider shall leave no data recoverable on its computers or other media, to the maximum extent commercially feasible.
    3. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Provider’s
    4. Risk of Exposure. Provider shall exercise commercially reasonable efforts and safeguards to prevent unauthorized exposure or disclosure of Customer Data. Notwithstanding the foregoing, Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties. As between Provider and Customer, Customer shall be solely responsible for transmitting Customer Data to, and retrieving Customer Date from, the System and to restrict access only to particular individuals who are permitted Users hereunder. Customer waives all liability, claims, damages and suits against Provider, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information or documentation in the System, whether or not due to a defect in the System.
    5. Data Accuracy. Provider shall have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users. Customer agrees to provide Provider with complete and accurate information when You register for an account.
    6. Data Deletion. Provider may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 60 days or more.
    7. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 4, Provider may use, reproduce, or otherwise exploit Aggregate Data in any way, including for the purpose of supporting and developing the System, in its sole discretion. (“Aggregate Data” refers to information Provider collects about a group or category of services or Users from which individual user identities have been removed. The visual and/or human-readable content of Customer Data is not Aggregate Data.)
  9. SYSTEM FEES. Customer shall pay Provider the fee set forth in each Order (the “Subscription Fee”) for each product or service purchased by Customer during the Term. Provider will not be required to refund paid Subscription Fees under any circumstances. For services purchased on a subscription basis, You will be billed in advance on a recurring monthly (or other designated subscription period) basis for so long as You maintain a case in the System.
  10. THE SYSTEM.
    1. Use of the System. During the Term, and provided Customer is current with payment of all fees and charges due Provider, Customer may access and use the System pursuant to: (a) the terms of any outstanding Order, including such features and functions as the Order requires; and (b) Provider’s policies posted on its Website at ________________, as such policies may be updated from time to time. Provider retains all right, title and interest in the System and services and features provided therein, including without limitation all software used to provide the System and associated services, and all logos and trademarks reproduced through the System.
    2. Service Levels. Provider shall provide the remedies listed in the SLA for any failure of the System listed in the SLA. Such remedies are Customer’s sole remedy for any failure of the System, and Customer recognizes and agrees that if the SLA does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the SLA apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Provider is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.
    3. Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System.
    4. System Revisions. Provider may revise System features and functions or the SLA at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding. If any such revision to the SLA materially reduces service levels provided pursuant to an outstanding Order, the revisions shall not go into effect with respect to such Order until 45 or more days after Provider posts the revision and so informs Customer.
  11. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this
    1. AUP” means Provider’s acceptable use policy currently posted at https://goldfynch.com/service-agreement (the “Website”).
    2. Customer Data” means data in electronic form that You or any User (a) run on the System, (b) cause to interface with the System, or (c) upload to the System under your account or otherwise transfer, process, use or store in connection with your account.
    3. 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.
    4. Order” means an order, which may be in the form of a subscription or otherwise, for access to the System, made and authorized on behalf of the Customer by a User creating a new case and selecting the desired “Case Type” package in the new case setup process.
    5. Privacy Policy” means Provider’s GoldFynch privacy policy, currently posted at https://goldfynch.com/privacy.
    6. System” means Provider’s proprietary cloud-based, e-discovery application and data archiving system, marketed as GoldFynch, including the GoldFynch website and any hosted software services made available via said website (e.g. any dashboards, character recognition tools, or other services), as well as all hardware and software incorporated into the System, and which may be more fully described in Attachment 1.6 to this Agreement.
    7. SLA” means Provider’s standard service level agreement, currently posted at https://goldfynch.com/service-agreement.
    8. Term” is defined in Section 1 below.
    9. User” means any individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
  12. MISCELLANEOUS.
    1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Provider employee or contractor will be an employee of Customer.
    2. Notices. Provider may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Mazira@mazira.com, and such notices will be deemed received 72 hours after they are sent.
    3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
    4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider’s express written consent. Except to the extent forbidden in this Section 4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    7. Choice of Law & Jurisdiction: 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, 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.
    8. Conflicts. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
    9. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.
    10. Technology Export. Customer shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Provider or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
    11. Digital Millennium Copyright Act Compliance. Please see Attachment 12.11, which is incorporated into this Agreement.
    12. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    13. Amendment. Provider may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 12, Provider may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.

 

 

 

 

 

ATTACHMENT 1.6

System Description

 

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 basically comprised of web based software running locally on your browser and proprietary software running on our cloud based servers. GoldFynch does not run software at your site and all requests for data are transmitted over the Internet.

 

 

 

 

 

 

ATTACHMENT 12.11

 

COPYRIGHT NOTICE / DMCA POLICY

This policy statement lists Provider’s requirements for notice of copyright infringement and for responses to such a notice if You or Your materials are accused.

Provider (“us” or “we”) uses the copyright infringement procedures of the Digital Millennium Copyright Act.

  1. Notice of Copyright Infringement. To notify us of copyright infringement, please send a written communication to us, addressed to the attention of Copyright Notices, at the contact points listed below in Part C. That written communication should include the following:
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
    4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
    5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Counter-Notice by Accused Subscriber. If You are a Customer and we have taken down your materials due to suspicion of copyright infringement, You may dispute the alleged infringement by sending a written communication to us, addressed to the attention of Copyright Notices, at the contact points listed in Part C below. That written communication should include the following:
    1. A physical or electronic signature of the Customer.
    2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
    3. A statement under penalty of perjury that the Customer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
    4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which such address is located, or if the subscriber’s address is outside of the United States, the Federal District Court for the Southern District of Iowa, and that the subscriber will accept service of process from the person who provided notification of copyright infringement or an agent of such person.
  3. Agent for Notices. Please send all notices required by this policy to us, addressed to the attention of Copyright Notices, at Mazira, LLC, Attn: Copyright Notices, 136 S Dubuque St., Iowa City, IA 52240, ___________________ [phone number], _________________________ [e-mail address].
  4. Termination of Repeat Infringers. In appropriate circumstances, we will terminate the accounts of subscribers who are repeat copyright infringers.

Revision of Policy. We may revise this policy at any time, including by posting a new version at this website.