Last Updated: 1/1/2024
Terms and Conditions
Thank you for using GOVTRANSFER, (“App”) which is owned and provided by Data Exchange Solutions LLC. We refer to the App and GOVTRANSFER.com website as a SaaS (“Service”).
Your use and access of the Service is governed by and subject to these Terms and Conditions, and Policy Statement. If you do not agree to these Terms and Conditions, or Policy Statement, please do not use the Service. In addition, use of the Service will be subject to any restrictions or limitations that may be contained in the Data Exchange Solutions LLC Master Service(s) Agreement.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
BY ACCESSING, BROWSING, OR OTHERWISE USING GOVTRANSFER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS.
1. Eligibility
You represent and warrant that you (a) are above the legal age of majority in your jurisdiction of residence, (b) have not previously been suspended or removed from the Service; (c) do not have more than one account at any given time for the Service; (d) you will only provide us with true, accurate, current and complete user information – if we believe or suspect that your user information is not true, accurate, current or complete, we may deny or terminate your access to the Service (or any portion thereof) – and; (e) that you have full power and authority to enter into the Terms and Conditions, and in doing so will not violate any other agreement to which you are a party.
2. Use of Service
Subject to these Terms and Conditions, Data Exchange Solutions LLC grants to you a limited license to use the Service for the purpose to upload data that is made available to users of GOVTRANSFER and to use the data solely for your principal’s business purposes. Data Exchange Solutions LLC hereby grants you a limited license to view and download data that has been made available to you by an agency that has a Master Services(s) Agreement.
3. Member Accounts
In order to use certain features of the Service, you will have to create an account (“Member Account”), which may require you to select a username and password. We may refuse to grant you a username for any reason in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to GOVTRANSFER to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. YOU MAY NEVER USE ANOTHER PERSON’S MEMBER ACCOUNT WITHOUT PERMISSION.
4. Intellectual Property Ownership
Except for (a) Collected Data, (b) any logos, trademarks, service marks, or brand identities provided to GOVTRANSFER by a Principal (“Principal Content”), or (c) any personally identifiable information relating to individual users (“User Data”) (collectively,(a)-(c) are referred to as “Principal Materials”), all other text, content and documents available via the Service, including, any videos, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in and used to operate GOVTRANSFER, including GOVTRANSFER.com and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works within GOVTRANSFER, and on GOVTRANSFER.com website (the “GOVTRANSFER Materials”) are owned by Data Exchange Solutions LLC or used with permission or under license from a third party (each an “Owner”), and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Data Exchange Solutions LLC and you: (i) all right, title and interest in and to the GOVTRANSFER Materials will at all times remain with GOVTRANSFER and/or the Owners, and (i) all right, title and interest in and to the Principal Materials will remain with the principal, subject to any rights granted to GOVTRANSFER in its Privacy Policy with respect to User Data. Except as expressly provided herein, nothing within GOVTRANSFER, and on GOVTRANSFER.com website shall be construed as conferring any license under GOVTRANSFER and/or its Owner’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, GOVTRANSFER may revoke any of the foregoing rights and/or your access to GOVTRANSFER, or any part thereof, including the blocking of your IP Address, at any time without prior notice. If you are a Principal, you represent, warrant and covenant that your Principal Materials do not and will not infringe, misappropriate, use or disclose without authorization, or otherwise violate any intellectual property or proprietary right of any third party, and are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable.
5. Restrictions on Use
No other use of the Service or any GOVTRANSFER Materials is authorized. You agree that any copy of the GOVTRANSFER Materials (or any portion of the GOVTRANSFER Materials) that you make must retain all copyright and other proprietary notices contained herein or therein. Framing of GOVTRANSFER.com website or Materials or posting of GOVTRANSFER Materials on other web sites is strictly prohibited. The use or misuse of any GOVTRANSFER Materials, except as provided in these Terms and Conditions, or in a valid Master Services Agreement, is strictly prohibited. You shall not, without GOVTRANSFER’s express written consent: (a) distribute text or graphics to others, (b) copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the GOVTRANSFER Materials on any other server, or modify or re-use all or part of the GOVTRANSFER Materials on this system or any other system, (c) use any trade name, trademark, or brand name of GOVTRANSFER in metatags, keywords and/or hidden text, (d) copy, distribute, modify, transmit, reuse, re-post, or otherwise display the GOVTRANSFER Materials, in whole or in part, for public or commercial purposes or modify, translate, alter or create any derivative works thereof, (e) create derivative works from the GOVTRANSFER Materials or commercially exploit the GOVTRANSFER Materials, in whole or in part, in any way, (f) use the Service, the GOVTRANSFER Materials, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to GOVTRANSFER, the Owner, or any third party referenced therein, (g) use the GOVTRANSFER Materials, and/or any services and products on the Service or accessible via the Service for unlawful purposes only; or (h) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the GOVTRANSFER Materials.
6. Acceptable Use
Your use of the Service is conditioned upon your compliance with the following rules (“Acceptable Use Restrictions”):
You shall not upload to, transmit through, or display via the Service any content that: (i) is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (ii) contains confidential, proprietary, or trade secret of GOVTRANSFER or any third party; (iii) violates the rights of others, including without limitation any privacy rights or rights of publicity; (iv) impersonates any person or entity, falsely states or otherwise misrepresents your affiliation with any person or entity, or uses any fraudulent, misleading or inaccurate email address or other contact; (v) violates any applicable laws or regulations; (vi) makes any statement, express or implied, that you are endorsed by GOVTRANSFER; (vii) harms minors in any way, including, but not limited to, by depicting content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct; (viii) contains any unsolicited promotions, political campaigning, advertising or solicitations; or (ix) in our sole judgment is inappropriate or objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Data Exchange Solutions LLC, any of its officers, directors, or employees, or other users to any harm or liability of any type.
You shall not use the Service to engage in any of the following activities: (i) accessing, using, or uploading content to, or attempting to access, use, or upload content to another user’s account without permission; or (ii) transmitting, uploading, or downloading, any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature.
You shall not: (i) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Service; (ii) remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the Service; (iii) “frame” or “mirror” any portion of the Service, or link to any Material other than via the homepage of the URL located at GovTransfer.com, the URLs provided by us to you for such purposes, without our prior written authorization; (iv) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Service; or (v) harvest or collect GOVTRANSFER about or from users of the Service.
7. Privacy Policy
Privacy Policy applicable to the use of GOVTRANSFER is incorporated into these Terms and Conditions, and describes the collection, use, and sharing of certain personally identifiable information that is provided to GOVTRANSFER that may be provided in connection with the use of the Service. Please read and understand GOVTRANSFER Privacy Policy before accessing or using the Service.
8. Digital Millennium Copyright Act
Data Exchange Solutions LLC is committed to respecting and protecting the legal rights of copyright owners. As such, Data Exchange Solutions LLC adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the Materials infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCATakedownNotice”). To be valid, a DMCA Takedown Notice must (a) be provided to Data Exchange Solution’s General Counsel, as set forth below, and (b) include the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
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;
Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled;
Provide an address, telephone number, and, if available, an email and permission to contact you;
A statement that you have 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; and
A statement that, under penalty of perjury, that the notification is accurate, and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
GOVTRANSFER’s General Counsel to receive DMCA Takedown Notices is:
General Counsel
Mail: Data Exchange Solutions LLC
PO Box 80642
Lansing, MI 48906
9. Dispute Resolution
DISPUTE RESOLUTION; ARBITRATION; CHOICE OF LAW. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
YOU AGREE THAT BY USING THE SERVICE, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST DATA EXCHANGE SOLUTIONS LLC ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, YOUR USE OF THE SERVICE, OR YOUR DEALINGS WITH GOVTRANSFER SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE INTERPRETED BROADLY. THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION. THE ARBITRATION WILL BE CONDUCTED BY ONE ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED BY DATA EXCHANGE SOLUTIONS LLC. FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS $10,000 OR LESS, YOU MUST ABIDE BY THE FOLLOWING RULES: (A) THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS; AND (B) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES. IF THE CLAIM EXCEEDS $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES, AND THE HEARING (IF ANY) MUST TAKE PLACE IN LANSING, MICHIGAN. THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.
THERE IS NO JUDGE OR JURY IN ARBITRATION. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT AND REVIEW BY A COURT IS LIMITED. YOU WILL NOT BE ABLE TO HAVE A COURT OR JURY TRIAL OR PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO RESOLVE ANY DISPUTE THROUGH INDIVIDUAL ARBITRATION, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS AND CONDITIONS OF USE, YOUR USE OF THE SERVICE, OR YOUR DEALINGS WITH DATA EXCHANGE SOLUTIONS LLC MUST BE COMMENCED IN ARBITRATION WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW TIME LIMITATIONS OTHER THAN THOSE SET FORTH IN SUCH A STATE’S STATUTE OF LIMITATIONS LAWS. IN SUCH CASES, THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED FOR UNDER THE LAWS OF THE STATE OF MICHIGAN SHALL APPLY.
YOU AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THE ARBITRATION PROVISION—I.E. WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION—SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THESE TERMS AND CONDITIONS TO THE CONTRARY, IF THE CLASS-ACTION WAIVER ABOVE IS DEEMED INVALID OR UNENFORCEABLE YOU AGREE THAT YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS. IF THE ARBITRATION PROVISION IN THIS SECTION IS FOUND UNENFORCEABLE OR TO NOT APPLY FOR A GIVEN DISPUTE, THEN THE PROCEEDING MUST BE BROUGHT EXCLUSIVELY IN THE STATE COURTS OF COMPETENT JURISDICTION OR THE UNITED STATES DISTRICT COURT LOCATED IN GRAND RAPIDS, MICHIGAN, AS APPROPRIATE, AND YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR THE PURPOSE OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU STILL WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PROCEED IN A CLASS OR COLLECTIVE ACTION, AND REMAIN BOUND BY ANY AND ALL LIMITATIONS ON LIABILITY AND DAMAGES INCLUDED IN THESE TERMS AND CONDITIONS. THIS ARBITRATION AGREEMENT WILL SURVIVE TERMINATION OF YOUR USE OF THE SERVICE AND YOUR RELATIONSHIP WITH DATA EXCHANGE SOLUTIONS LLC. THIS ARBITRATION AGREEMENT INVOLVES INTERSTATE COMMERCE AND, THEREFORE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1-16 (“FAA”), AND NOT BY STATE LAW.
General Counsel
Mail: Data Exchange Solutions LLC
PO Box 80642
Lansing, MI 48917
10. Disclaimers
Without limiting the foregoing, the Service, and all components and elements of the Service, are provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind, either express or implied, including but not limited to, fitness for a particular purpose, title, or non-infringement. Should applicable law not permit the foregoing exclusion of express or implied warranties, then Data Exchange Solutions LLC hereby grants the minimum express or implied warranty required by such applicable law. No advice, whether oral or written, obtained by you from Data Exchange Solutions LLC, its employees, agents, suppliers or any other persons shall create any warranty, representation or guarantee not expressly stated in this section. Additionally, Data Exchange Solutions LLC does not make any warranties that the Service will be uninterrupted, secure or error free or that your use of the Service will meet your expectations, or that the Service, or any result, component, or portion thereof, is correct, accurate, or reliable. Data Exchange Solutions LLC reserves the right to change any part of the Service at any time without notice.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANYTHING ELSE IN THESE TERMS AND CONDITIONS, OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF ANY SERVICE, APP, OR GOVTRANSFER.COM WEBSITE WILL BE: (A) WHERE SUCH LIABILITY RELATES TO THE MASTER SERVICES AGREEMENT, OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THAT SUBSCRIBER AGREEMENT WILL BE THE VALUE OF FEES PAID BY THE PRINCIPAL FOR THE PAST THREE (3) MONTHS; OR (B) IN RELATION TO ANY OTHER CLAIM, THE AMOUNT OF $2,000.
IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF GOVTRANSFER, APP, OR SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF GOVTRANSFER.COM, APP, OR SERVICES EXCEPT AS SET FORTH IN A MASTER SERVICES AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”.
IF YOU ARE ACCESSING THE SERVICE FROM NEW JERSEY, YOU (A) ASSUME ALL RISKS OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE SERVICE; AND (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE GOVTRANSFER AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SERVICE; AND (D) YOU VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST GOVTRANSFER FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF GOVTRANSFER AND THEIR AGENTS AND EMPLOYEES. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.
12. Assignment
Except as set forth in a Master Services Agreement governing your access to the Service, these Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Data Exchange Solutions LLC without restriction.
13. Notice
From time to time, Data Exchange Solutions LLC may revise these Terms and Conditions. To help you stay current of any changes, Data Exchange Solutions LLC notes the date these Terms and Conditions were last updated above. Your use of the Service following the posting of any revised Terms and Conditions shall be deemed acceptance of the revised Terms and Conditions. Data Exchange Solutions LLC strongly recommends checking these Terms and Conditions periodically. If you disagree with the provisions of these Terms and Conditions at any time, your sole remedy is to terminate your use of the Service. Continued use of the Service constitutes your agreement to these Terms and Conditions as in effect.
14. Termination
Data Exchange Solutions LLC may cancel, suspend, or block your use of the Service without notice if there has been a violation of these Terms and Conditions, Privacy Policy, or the applicable Master Services Agreement, including non-payment of any fees due to Data Exchange Solutions LLC. Your right to use the Service will end once your Member Account is terminated, and any data you have stored on the Service, including Content and Materials, may be unavailable later, unless Data Exchange Solutions LLC is required to retain it by law. You may terminate your Member Account at any time. Data Exchange Solutions LLC is not responsible or liable for any records that are made unavailable to you as the result of your termination of your Member Account. YOU AGREE THAT DATA EXCHANGE SOLUTIONS LLC WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICE, CONTENT OR MATERIALS EXCEPT AS SET FORTH IN A VALID MASTER SERVICES AGREEMENT. Any limitations on liability that favor Data Exchange Solutions LLC will survive the expiration or termination of these Terms and Conditions for any reason.
15. Miscellaneous
Data Exchange Solutions LLC failure to enforce any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
