Terms of Use
Website
Terms of Usage and Disclaimers
Effective Date: July 2024
Duncan Solutions, LLC, and
affiliates under common ownership ("Duncan", “we”, “us” or “our”)
maintain the websites we operate on behalf of our clients and which you are
accessing, including dspayments.com, dsmyportal.com, dsmobilityplus.com, and
dsparkingportal.com, (collectively, the “Site”). The Site can be used to execute online
transactions. Duncan requires that all
visitors to the Site on the Internet adhere to the following Terms of Usage and
Disclaimers (“Terms”). By accessing the
Site, you indicate your acknowledgment and acceptance of these Terms. Please read them carefully. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS,
YOU MAY NOT ACCESS OR USE THE SITE.
BINDING ARBITRATION
THESE TERMS CONTAIN
PROVISIONS THAT GOVERN HOW CLAIMS YOU AND DUNCAN MAY HAVE AGAINST EACH OTHER
CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO
SUBMIT CLAIMS YOU HAVE AGAINST DUNCAN TO BINDING AND FINAL ARBITRATION ON AN
INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR
REPRESENTATIVE ACTION OR PROCEEDING. PLEASE
REVIEW SECTION 14 (“ALTERNATIVE DISPUTE RESOLUTION”) FOR THE DETAILS REGARDING
YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH DUNCAN.
1.
Changes to Terms
Duncan reserves the right
to modify or discontinue, temporarily or permanently, the Site for any reason,
at its sole discretion, with or without notice to you. Duncan likewise may change the Terms and
conditions of the Terms from time to time with or without notice to you. You
agree to review the Terms periodically to ensure that you are aware of any
modifications. The Effective Date of
these Terms is set forth at the top of this webpage. Your continued access or
use of the Site after the modifications have become effective shall be deemed
your conclusive acceptance of the modified Terms. The amended Terms supersede all previous
versions.
2.
Intellectual Property
THE CONTENTS OF THE SITE,
INCLUDING ITS “LOOK AND FEEL” (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTON
ICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTER
PROGRAMS), AND OTHER MATERIAL ARE PROTECTED UNDER BOTH UNITED STATES AND
FOREIGN COPYRIGHT, PATENT, TRADEMARK, AND OTHER LAWS. The contents belong to Duncan or to others as
indicated. The information and materials
contained in the Site may not be copied, displayed, scraped, distributed,
downloaded, licensed, modified, published, reposted, reproduced, reused, sold,
supplemented, transmitted, used to create a derivative work or otherwise used
for public or commercial purposes without the express written permission of Duncan.
All rights not expressly granted herein
are reserved to us and our licensors.
3.
License
Duncan grants you a
limited license to access and make personal use of the Site subject to these
Terms. Your right to use the Site is
personal to you. You agree not to
reproduce, duplicate, copy, sell, resell, use or exploit for any commercial
purposes, the Site or use of or access to the Site or any information or
technology obtained from the Site.
4.
Security and Restrictions
You are prohibited from
violating or attempting to violate the security of the Site, including by (a)
accessing data not intended for such user or logging onto a server or an
account which the user is not authorized to access; (b) attempting to probe,
scan or test the vulnerability of a system or network or to breach security or
authentication measures without proper authorization; (c) accessing or using
the Site or any portion thereof without authorization; or (d) introducing any
viruses, Trojan horses, worms, logic bombs or other material which is malicious
or technologically harmful. You agree that
you will not use any robot, spider, other automatic device, or manual process
to monitor or copy the Site pages or the content contained herein without our
prior express, written permission which may be exercised in our sole discretion.
You agree that you will not use any
device, software or routine to interfere or attempt to interfere with the
proper working of the Site or any transaction being conducted on the Site and
will not use the Site in any manner that could disable, overburden, damage, or
impair the Site or interfere with any other party’s use of the Site. You agree that you will not use the Site to
engage in any conduct that restricts or inhibits anyone’s use or enjoyment of
the Site, or which, as determined by us, may harm us or users of the Site or
expose them to liability. You agree to
abide by all applicable local, state, national, and international laws and
regulations in your use of the Site. The
Site is available only to individuals who are permitted to use it under
applicable law. If you do not qualify,
please do not use the Site. You agree to
be solely responsible for your actions and the contents of your transmissions
through the Site. You agree not to
impersonate any person or entity or falsely state or otherwise misrepresent
your identity or affiliation with a person or entity. Duncan is permitted to disclose the
information you provide to financial institutions, educational institutions,
government agencies, and other authorized third parties as necessary in
accordance with our contract requirements and any applicable law. You agree that Duncan may terminate your
password, account, or use of the Site in Duncan’s sole discretion for any
reason.
5.
Notice
All notices you give to
us in accordance with these Terms shall be in writing and shall be made either
via e-mail or conventional mail, unless the Terms expressly state otherwise. In addition, Duncan may post notices or links
to notices through the Site to inform you of changes to the Terms, the Site, or
other matters of importance.
6.
Privacy
Please see our Privacy Policy, which is incorporated
by reference into these Terms, for the details of our commitment to your
privacy.
7.
Third-Party Links and
Services
On this Site, you will
find content, functions, information, and tools, including that provided by
third parties that are not the property of Duncan. While we strive to keep both Duncan and the
third-party-provided information current and accurate, we cannot guarantee and
expressly do not warrant that the third-party content, functions, information
and tools are error-free or that your access will be uninterrupted or that
material accessible from this Site is free of viruses. On this Site you may find numerous links
which will transfer you to the site or online service of an organization that
can provide you with value-added information and/or functionality. By linking to these sites/online services, Duncan
does not represent or imply that there is any business relationship between the
two entities. Duncan is not responsible
for the content and performance of these sites/online services or for your
transactions with them. Please
understand that the information collected by such sites/online services and the
content and practices of such sites/online services are not covered by Duncan’s
Privacy Policy or these Terms. Furthermore,
Duncan strives to keep these links/online services as current and accurate as
possible, but we cannot guarantee and we expressly do not represent or warrant
that they point to the intended third-party site. Links to and from this site do not constitute
a Duncan endorsement.
8.
Assumption of Risk
All content on the Site
is for informational purposes of a general nature only and does not address any
circumstances of any particular individual or entity, with the exception of
individual or entity account information. Do not construe any such information or
material as legal, tax, investment, financial, professional or any other
advice. Nothing on the Site constitutes
professional and/or financial advice, nor does any information found on this Site
constitute a comprehensive or complete statement of the matters discussed. Duncan is not a fiduciary by virtue of any
person's use of or access to the Site and content contained in the Site. Any information, materials, statements and/or
data set out herein is subject to change any time without notice and as such,
no reliance may be placed on the fairness, accuracy, completeness or
correctness of any information and materials contained on the Site. You alone assume the sole responsibility of
evaluating all merits and risks that are or may be associated with any use of
any information or material on the Site, or drawing any conclusions based on
the information and content found on the Site. In exchange for using the Site, you agree not
to hold Duncan, its affiliates, or any third-party service provider(s) liable
for any possible claim for damages arising from any decisions you made or had
made based on the information or content made available to you on the Site. In any event, Duncan and/or its employees,
advisors and representatives are not liable for any loss or damage whatsoever
arising or incurred from any use of or reliance on the Site, its contents or
otherwise arising in connection with the Site.
Use of this Site and the submission of any forms completed by you
through this Site do not automatically qualify you for any program, status or
desired outcome in which you seek participation or approval.
9.
User Account
If the Site is configured
for online account setup, you may register an account on the Site. You agree that the information you provide to
us during the registration process and at all other times when you use the Site
is accurate, current, and complete, and that you will keep it up-to-date at all
times. If you provide any information
that is, or that Duncan has reasonable grounds to suspect is, untrue,
inaccurate, not current, or incomplete, Duncan has the right to suspend or
terminate your account and refuse any and all current or future use of the Site
(or any portion thereof). If you are not
a registered user, you may receive an ID and password upon completing the
registration process. You are
responsible for maintaining the confidentiality of your log-in name and
password and for any and all activities that occur under your account. You are the sole authorized user of any
account you create through the Site. You
may not authorize others to use your account-holder status, and you may not
assign or otherwise transfer your account to any other person or entity. You agree to immediately notify, orally or in
writing, Duncan or Duncan’s client with whom you are transacting with on the
Site and on whose behalf the Site is operated of any unauthorized use of your
account or any other breach of security known to you. Duncan will not be liable for losses,
damages, liability, expenses, and fees incurred by Duncan or a third party
arising from someone else using your account regardless of whether you have
notified us of such unauthorized use. You
understand and agree that we may require you to provide information that may be
used to confirm your identity and help ensure the security of your account.
10.
Feedback
Except for any personally
identifiable information we may collect from you under the guidelines
established in our Privacy Policy, any material, information or other
communication you provide to Duncan, including any ideas, comments,
suggestions, feedback, inventions, content, data or the like (“Feedback”) will
be considered non-confidential and non-proprietary. Duncan will have no obligations with respect
to the Feedback. Furthermore, you hereby
assign and agree to assign to Duncan all intellectual property rights and waive
any publicity or similar rights you have in any Feedback. ��By submitting the Feedback to Duncan, you
agree Duncan is free to use the Feedback, without limitation and without any
compensation to you or any other party, for any purpose whatsoever and in
identifiable or de-identifiable form. Duncan
and its designees will be free to copy, disclose, distribute, incorporate,
commercialize, and create derivative works and otherwise use the Feedback and
all data, images, sounds, text, and other things embodied therein for any and
all commercial or non-commercial purposes.
11.
Disclaimer; Limitation of
Liability
You agree that all access
and use of the Site and its contents is at your own risk. By using the Site, you acknowledge that we
specifically disclaim any liability (whether based in contract, tort,
negligence, strict liability or otherwise) for any direct, indirect,
incidental, common law, statutory, regulatory, consequential, compensatory,
punitive, or special damages arising out of or in any way connected with your
access to or use of the Site (even if we have been advised of the possibility
of such damages) including any liability associated with any viruses which may
infect your computer equipment. Calculators and tools that may be on the Site
provide you with ESTIMATES that may be different than actual amounts.
YOU EXPRESSLY AGREE THAT
USE OF THE SITE AND ANY CONTENTS, MATERIALS OR INFORMATION PROVIDED ON THE SITE
IS AT YOUR SOLE RISK. THE SITE IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DUNCAN EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DUNCAN MAKES NO WARRANTY THAT THE SITE WILL
MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR FREE OR THAT DEFECTS IN THE
SITE WILL BE CORRECTED; NOR DOES DUNCAN MAKE ANY WARRANTY AS TO THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR
RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE. DUNCAN DISCLAIMS ANY WARRANTY THAT THE SITE
(OR ANY INFORMATION OR SOFTWARE CONTAINED THEREIN) IS FREE OF VIRUSES, WORMS,
TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE
PROPERTIES. DUNCAN MAKES NO WARRANTY
REGARDING ANY SERVICES OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED
INTO THROUGH THE SITE. DUNCAN ASSUMES NO
RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE ANY DATA OR OTHER
INFORMATION PROVIDED BY YOU ON THE SITE.
NOTWITHSTANDING THE
FOREGOING, BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR
LIMITATION OF LIABILITY TO THE FULL EXTENT DESCRIBED ABOVE, SOME OF THESE
EXCLUSIONS MAY NOT APPLY TO YOU. IF
THESE LIMITATIONS OR EXCLUSIONS ARE HELD TO BE INVALID OR UNENFORCEABLE FOR ANY
REASON, THE MAXIMUM COLLECTIVE LIABILITY OF DUNCAN, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED $500. IN NO EVENT SHALL DUNCAN, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES
GREATER THAN THE AMOUNT REFERRED TO ABOVE.
12.
Indemnification
You agree to indemnify,
defend, and hold harmless Duncan, its directors, officers, employees, and
agents from and against all losses, expenses, damages, and costs, including
attorney fees, arising out of or relating to use of the Site by you, any other
person accessing the Site using your username and password, any violation by
you of these Terms, or from our termination of your access to or use of the
Site. Such termination will not affect
either party’s rights or obligations, which accrued before the termination. The provisions of these Terms apply for the
benefit of Duncan and its officers, directors, employees, and agents. Each of these individuals or entities shall
have the right to assert and enforce those provisions directly against you on
its own behalf.
13.
[Reserved]
14.
Alternative Dispute
Resolution
Arbitration. Any
dispute, controversy, or claim between us arising out of or relating in any way
to these Terms or the Site will be resolved by binding arbitration, rather than
in court, except that you or we (1) may elect to assert claims in, or transfer
claims to, small claims court if your or our claims qualify, and (2) bring suit
in any court of competent jurisdiction to enjoin infringement or other misuse
of intellectual property rights, including with respect to temporary
restraining orders. The Federal Arbitration
Act and federal arbitration law shall apply to this arbitration agreement. There is no judge or jury in arbitration, and
court review of an arbitration award is limited. However, an arbitrator can award the same
damages and relief as a court (including injunctive and declaratory relief or
statutory damages). At least 30 days
before beginning an arbitration proceeding, you must send an individualized
letter personally signed by you, and identifying yourself by name and address,
detailing your legal claims, the requested relief and requesting arbitration to
Chief Legal Officer, 13865 Sunrise Valley Drive, Herndon, Virginia 20171 by
certified mail, Federal Express, UPS or USPS express mail (signature required).
We will do the same; except in the event
that we do not have a physical address on file for you, by electronic mail to
the last known address. Within 30 days
of such notice, either party may respond to the letter with a request for an
informal dispute resolution conference between the parties by video, with
counsel present if the party is represented, and the parties agree to so
conduct such conference personally and individually in good faith before
initiating arbitration. All applicable
claims or filing limitations period shall be tolled during the pendency of this
pre-arbitration notice period. The
arbitration will be conducted by JAMS under its applicable rules unless
otherwise stated herein. If JAMS is not
available to arbitrate, the parties will select an alternative arbitral forum. You and we also agree to delegate the issue
of arbitrability to a court of competent jurisdiction, rather than to the
arbitrator. If you are a prevailing
party, you may seek reimbursement of your fees and costs. However, we may seek our attorney’s fees and
costs if the arbitrator finds your claims to be frivolous or brought for an
improper purpose or otherwise not satisfying Federal Rule of Civil Procedure
11. There will be only one arbitrator,
not a panel, unless the parties agree otherwise. You and we also agree that, if more than one
dispute arises against a party regarding the same or substantially similar
issues filed by or with the assistance of the same law firm, group of law
firms, or organizations, within a ninety (90) day period, our respective
claim(s) will be arbitrated in a coordinated fashion such that JAMS shall (1)
administer the arbitration demands together; (2) appoint one arbitrator for the
coordinated demands (unless the parties agree otherwise); and (3) issue one set
of filing and administrative fees due per side, one procedural calendar, and
one hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on the
application of the provisions of this paragraph, the disagreeing party shall
advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the
applicability of this paragraph and process. The Administrative Arbitrator’s fees shall be
paid by us. This arbitration agreement
will survive termination of the agreement.
Enforceability. If this arbitration agreement is invalidated
in whole or in part, by either a court or by JAMS (or another chose arbitral
forum), then the entire arbitration agreement shall be null and void and either
party may elect to proceed with the dispute in court. The parties agree that the exclusive
jurisdiction in Section 15 (“Miscellaneous”) shall govern the claim.
Jury Trial and Small
Claims Court. If for
any reason a claim proceeds in court rather than in arbitration, we each waive
any right to a jury trial. We also both
agree that you or we may bring suit in any court of competent jurisdiction to
enjoin infringement or other misuse of intellectual property rights, including
with respect to temporary restraining orders.
Class Action Waiver.
Regardless of arbitrability, we each agree that any dispute resolution
proceedings or lawsuits, whether in arbitration or in a court of law, will be
conducted only on an individual basis and not in a class, or representative
action. Therefore, you waive all rights
to bring claims on behalf of a class of persons; however, you may still bring
an individual claim for public injunctive relief and in small claims court.
Nothing in this provision, however, should operate to prevent the parties from
settling claims on a class-wide basis or otherwise coordinating claims filed in
arbitration.
15.
Miscellaneous
You represent and warrant
that you possess the legal right and ability to enter into these Terms and to
use the Site in accordance with these Terms. You represent and warrant that you shall
comply with all laws and regulations that apply to your access and use of the
Site, including any applicable national laws that prohibit the export or
transmission of technical data or software to certain territories or
jurisdictions. Duncan reserves the right
to seek all remedies available at law and in equity for violations of these
Terms, including the right to remove your account and any contents generated by
you on the Site, to block your access to the Site, or to block IP addresses. These Terms shall be governed in all respects
by the substantive laws of the Commonwealth of Virginia, without regard to its
provisions relating to conflict of laws. You and Duncan agree to submit to the personal
and exclusive jurisdiction and venue of the state and federal courts located
within Fairfax County, Virginia to resolve any dispute, claim, or controversy
that relates to or arises in connection with these Terms and the Site (and any
non-contractual disputes and/or claims relating to or arising in connection
with it) and that is not subject to mandatory arbitration under Section 14
(“Alternative Dispute Resolution”) above.
The failure of Duncan to exercise or enforce any right or provision of
the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a
court of competent jurisdiction to be invalid, the parties nevertheless agree
that the court should endeavor to give effect to the parties' intentions as
reflected in the provision, and the other provisions of the Terms remain in
full force and effect. You agree that
regardless of any statute, regulation, or law to the contrary, any claim or
cause of action arising out of or related to use of the Site or the Terms must
be filed within one (1) year after such claim or cause of action arose or be forever
barred.
16.
[Reserved]
