Terms of Use
WebsiteTermsof Usage and Disclaimers
Effective Date: July 2024
Duncan Solutions, LLC, andaffiliates under common ownership ("Duncan", “we”, “us” or “our”)maintain the websites we operate on behalf of our clients and which you areaccessing, including dspayments.com, dsmyportal.com, dsmobilityplus.com, anddsparkingportal.com, (collectively, the “Site”). The Site can be used to execute onlinetransactions. Duncan requires that allvisitors to the Site on the Internet adhere to the following Terms of Usage andDisclaimers (“Terms”). By accessing theSite, 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 CONTAINPROVISIONS THAT GOVERN HOW CLAIMS YOU AND DUNCAN MAY HAVE AGAINST EACH OTHERCAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TOSUBMIT CLAIMS YOU HAVE AGAINST DUNCAN TO BINDING AND FINAL ARBITRATION ON ANINDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP ORREPRESENTATIVE ACTION OR PROCEEDING. PLEASEREVIEW SECTION 14 (“ALTERNATIVE DISPUTE RESOLUTION”) FOR THE DETAILS REGARDINGYOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH DUNCAN.
<![if !supportLists]>1.<![endif]>Changes to Terms
Duncan reserves the rightto 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 andconditions of the Terms from time to time with or without notice to you. Youagree to review the Terms periodically to ensure that you are aware of anymodifications. The Effective Date ofthese Terms is set forth at the top of this webpage. Your continued access oruse of the Site after the modifications have become effective shall be deemedyour conclusive acceptance of the modified Terms. The amended Terms supersede all previousversions.
<![if !supportLists]>2.<![endif]>Intellectual Property
THE CONTENTS OF THE SITE,INCLUDING ITS “LOOK AND FEEL” (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTONICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTERPROGRAMS), AND OTHER MATERIAL ARE PROTECTED UNDER BOTH UNITED STATES ANDFOREIGN COPYRIGHT, PATENT, TRADEMARK, AND OTHER LAWS. The contents belong to Duncan or to others asindicated. The information and materialscontained 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 usedfor public or commercial purposes without the express written permission of Duncan.All rights not expressly granted hereinare reserved to us and our licensors.
<![if !supportLists]>3.<![endif]>License
Duncan grants you alimited license to access and make personal use of the Site subject to theseTerms. Your right to use the Site ispersonal to you. You agree not toreproduce, duplicate, copy, sell, resell, use or exploit for any commercialpurposes, the Site or use of or access to the Site or any information ortechnology obtained from the Site.
<![if !supportLists]>4.<![endif]>Security and Restrictions
You are prohibited fromviolating 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 anaccount 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 orauthentication measures without proper authorization; (c) accessing or usingthe Site or any portion thereof without authorization; or (d) introducing anyviruses, Trojan horses, worms, logic bombs or other material which is maliciousor technologically harmful. You agree thatyou will not use any robot, spider, other automatic device, or manual processto monitor or copy the Site pages or the content contained herein without ourprior express, written permission which may be exercised in our sole discretion.You agree that you will not use anydevice, software or routine to interfere or attempt to interfere with theproper working of the Site or any transaction being conducted on the Site andwill not use the Site in any manner that could disable, overburden, damage, orimpair the Site or interfere with any other party’s use of the Site. You agree that you will not use the Site toengage in any conduct that restricts or inhibits anyone’s use or enjoyment ofthe Site, or which, as determined by us, may harm us or users of the Site orexpose them to liability. You agree toabide by all applicable local, state, national, and international laws andregulations in your use of the Site. TheSite is available only to individuals who are permitted to use it underapplicable law. If you do not qualify,please do not use the Site. You agree tobe solely responsible for your actions and the contents of your transmissionsthrough the Site. You agree not toimpersonate any person or entity or falsely state or otherwise misrepresentyour identity or affiliation with a person or entity. Duncan is permitted to disclose theinformation you provide to financial institutions, educational institutions,government agencies, and other authorized third parties as necessary inaccordance with our contract requirements and any applicable law. You agree that Duncan may terminate yourpassword, account, or use of the Site in Duncan’s sole discretion for anyreason.
<![if !supportLists]>5.<![endif]>Notice
All notices you give tous in accordance with these Terms shall be in writing and shall be made eithervia e-mail or conventional mail, unless the Terms expressly state otherwise. In addition, Duncan may post notices or linksto notices through the Site to inform you of changes to the Terms, the Site, orother matters of importance.
<![if !supportLists]>6.<![endif]>Privacy
Please see our Privacy Policy, which is incorporatedby reference into these Terms, for the details of our commitment to yourprivacy.
<![if !supportLists]>7.<![endif]>Third-Party Links andServices
On this Site, you willfind content, functions, information, and tools, including that provided bythird parties that are not the property of Duncan. While we strive to keep both Duncan and thethird-party-provided information current and accurate, we cannot guarantee andexpressly do not warrant that the third-party content, functions, informationand tools are error-free or that your access will be uninterrupted or thatmaterial accessible from this Site is free of viruses. On this Site you may find numerous linkswhich will transfer you to the site or online service of an organization thatcan provide you with value-added information and/or functionality. By linking to these sites/online services, Duncandoes not represent or imply that there is any business relationship between thetwo entities. Duncan is not responsiblefor the content and performance of these sites/online services or for yourtransactions with them. Pleaseunderstand that the information collected by such sites/online services and thecontent and practices of such sites/online services are not covered by Duncan’sPrivacy Policy or these Terms. Furthermore,Duncan strives to keep these links/online services as current and accurate aspossible, but we cannot guarantee and we expressly do not represent or warrantthat they point to the intended third-party site. Links to and from this site do not constitutea Duncan endorsem*nt.
<![if !supportLists]>8.<![endif]>Assumption of Risk
All content on the Siteis for informational purposes of a general nature only and does not address anycirc*mstances of any particular individual or entity, with the exception ofindividual or entity account information. Do not construe any such information ormaterial as legal, tax, investment, financial, professional or any otheradvice. Nothing on the Site constitutesprofessional and/or financial advice, nor does any information found on this Siteconstitute a comprehensive or complete statement of the matters discussed. Duncan is not a fiduciary by virtue of anyperson's use of or access to the Site and content contained in the Site. Any information, materials, statements and/ordata set out herein is subject to change any time without notice and as such,no reliance may be placed on the fairness, accuracy, completeness orcorrectness of any information and materials contained on the Site. You alone assume the sole responsibility ofevaluating all merits and risks that are or may be associated with any use ofany information or material on the Site, or drawing any conclusions based onthe information and content found on the Site. In exchange for using the Site, you agree notto hold Duncan, its affiliates, or any third-party service provider(s) liablefor any possible claim for damages arising from any decisions you made or hadmade 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 whatsoeverarising or incurred from any use of or reliance on the Site, its contents orotherwise arising in connection with the Site.Use of this Site and the submission of any forms completed by youthrough this Site do not automatically qualify you for any program, status ordesired outcome in which you seek participation or approval.
<![if !supportLists]>9.<![endif]>User Account
If the Site is configuredfor online account setup, you may register an account on the Site. You agree that the information you provide tous during the registration process and at all other times when you use the Siteis accurate, current, and complete, and that you will keep it up-to-date at alltimes. If you provide any informationthat is, or that Duncan has reasonable grounds to suspect is, untrue,inaccurate, not current, or incomplete, Duncan has the right to suspend orterminate your account and refuse any and all current or future use of the Site(or any portion thereof). If you are nota registered user, you may receive an ID and password upon completing theregistration process. You areresponsible for maintaining the confidentiality of your log-in name andpassword and for any and all activities that occur under your account. You are the sole authorized user of anyaccount you create through the Site. Youmay not authorize others to use your account-holder status, and you may notassign or otherwise transfer your account to any other person or entity. You agree to immediately notify, orally or inwriting, Duncan or Duncan’s client with whom you are transacting with on theSite and on whose behalf the Site is operated of any unauthorized use of youraccount 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 partyarising from someone else using your account regardless of whether you havenotified us of such unauthorized use. Youunderstand and agree that we may require you to provide information that may beused to confirm your identity and help ensure the security of your account.
<![if !supportLists]>10.<![endif]>Feedback
Except for any personallyidentifiable information we may collect from you under the guidelinesestablished in our Privacy Policy, any material, information or othercommunication you provide to Duncan, including any ideas, comments,suggestions, feedback, inventions, content, data or the like (“Feedback”) willbe considered non-confidential and non-proprietary. Duncan will have no obligations with respectto the Feedback. Furthermore, you herebyassign and agree to assign to Duncan all intellectual property rights and waiveany publicity or similar rights you have in any Feedback. By submitting the Feedback to Duncan, youagree Duncan is free to use the Feedback, without limitation and without anycompensation to you or any other party, for any purpose whatsoever and inidentifiable or de-identifiable form. Duncanand its designees will be free to copy, disclose, distribute, incorporate,commercialize, and create derivative works and otherwise use the Feedback andall data, images, sounds, text, and other things embodied therein for any andall commercial or non-commercial purposes.
<![if !supportLists]>11.<![endif]>Disclaimer; Limitation ofLiability
You agree that all accessand use of the Site and its contents is at your own risk. By using the Site, you acknowledge that wespecifically 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 youraccess to or use of the Site (even if we have been advised of the possibilityof such damages) including any liability associated with any viruses which mayinfect your computer equipment. Calculators and tools that may be on the Siteprovide you with ESTIMATES that may be different than actual amounts.
YOU EXPRESSLY AGREE THATUSE OF THE SITE AND ANY CONTENTS, MATERIALS OR INFORMATION PROVIDED ON THE SITEIS AT YOUR SOLE RISK. THE SITE ISPROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DUNCAN EXPRESSLY DISCLAIMS ALL WARRANTIES OFANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DUNCAN MAKES NO WARRANTY THAT THE SITE WILLMEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY,SECURE, OR ERROR FREE OR THAT DEFECTS IN THESITE WILL BE CORRECTED; NOR DOES DUNCAN MAKE ANY WARRANTY AS TO THE RESULTSTHAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY ORRELIABILITY 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 DESTRUCTIVEPROPERTIES. DUNCAN MAKES NO WARRANTYREGARDING ANY SERVICES OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTEREDINTO THROUGH THE SITE. DUNCAN ASSUMES NORESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE ANY DATA OR OTHERINFORMATION PROVIDED BY YOU ON THE SITE.
NOTWITHSTANDING THEFOREGOING, BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION ORLIMITATION OF LIABILITY TO THE FULL EXTENT DESCRIBED ABOVE, SOME OF THESEEXCLUSIONS MAY NOT APPLY TO YOU. IFTHESE LIMITATIONS OR EXCLUSIONS ARE HELD TO BE INVALID OR UNENFORCEABLE FOR ANYREASON, 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 DAMAGESGREATER THAN THE AMOUNT REFERRED TO ABOVE.
<![if !supportLists]>12.<![endif]>Indemnification
You agree to indemnify,defend, and hold harmless Duncan, its directors, officers, employees, andagents from and against all losses, expenses, damages, and costs, includingattorney fees, arising out of or relating to use of the Site by you, any otherperson accessing the Site using your username and password, any violation byyou of these Terms, or from our termination of your access to or use of theSite. Such termination will not affecteither party’s rights or obligations, which accrued before the termination. The provisions of these Terms apply for thebenefit of Duncan and its officers, directors, employees, and agents. Each of these individuals or entities shallhave the right to assert and enforce those provisions directly against you onits own behalf.
<![if !supportLists]>13.<![endif]>[Reserved]
<![if !supportLists]>14.<![endif]>Alternative DisputeResolution
Arbitration. Anydispute, controversy, or claim between us arising out of or relating in any wayto these Terms or the Site will be resolved by binding arbitration, rather thanin court, except that you or we (1) may elect to assert claims in, or transferclaims to, small claims court if your or our claims qualify, and (2) bring suitin any court of competent jurisdiction to enjoin infringement or other misuseof intellectual property rights, including with respect to temporaryrestraining orders. The Federal ArbitrationAct and federal arbitration law shall apply to this arbitration agreement. There is no judge or jury in arbitration, andcourt review of an arbitration award is limited. However, an arbitrator can award the samedamages and relief as a court (including injunctive and declaratory relief orstatutory damages). At least 30 daysbefore beginning an arbitration proceeding, you must send an individualizedletter personally signed by you, and identifying yourself by name and address,detailing your legal claims, the requested relief and requesting arbitration toChief Legal Officer, 13865 Sunrise Valley Drive, Herndon, Virginia 20171 bycertified mail, Federal Express, UPS or USPS express mail (signature required).We will do the same; except in the eventthat we do not have a physical address on file for you, by electronic mail tothe last known address. Within 30 daysof such notice, either party may respond to the letter with a request for aninformal dispute resolution conference between the parties by video, withcounsel present if the party is represented, and the parties agree to soconduct such conference personally and individually in good faith beforeinitiating arbitration. All applicableclaims or filing limitations period shall be tolled during the pendency of thispre-arbitration notice period. Thearbitration will be conducted by JAMS under its applicable rules unlessotherwise stated herein. If JAMS is notavailable to arbitrate, the parties will select an alternative arbitral forum. You and we also agree to delegate the issueof arbitrability to a court of competent jurisdiction, rather than to thearbitrator. If you are a prevailingparty, you may seek reimbursem*nt of your fees and costs. However, we may seek our attorney’s fees andcosts if the arbitrator finds your claims to be frivolous or brought for animproper purpose or otherwise not satisfying Federal Rule of Civil Procedure11. There will be only one arbitrator,not a panel, unless the parties agree otherwise. You and we also agree that, if more than onedispute arises against a party regarding the same or substantially similarissues filed by or with the assistance of the same law firm, group of lawfirms, or organizations, within a ninety (90) day period, our respectiveclaim(s) will be arbitrated in a coordinated fashion such that JAMS shall (1)administer the arbitration demands together; (2) appoint one arbitrator for thecoordinated demands (unless the parties agree otherwise); and (3) issue one setof filing and administrative fees due per side, one procedural calendar, andone hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on theapplication of the provisions of this paragraph, the disagreeing party shalladvise JAMS, and JAMS shall appoint a sole standing arbitrator to determine theapplicability of this paragraph and process. The Administrative Arbitrator’s fees shall bepaid by us. This arbitration agreementwill survive termination of the agreement.
Enforceability. If this arbitration agreement is invalidatedin whole or in part, by either a court or by JAMS (or another chose arbitralforum), then the entire arbitration agreement shall be null and void and eitherparty may elect to proceed with the dispute in court. The parties agree that the exclusivejurisdiction in Section 15 (“Miscellaneous”) shall govern the claim.
Jury Trial and SmallClaims Court. If forany reason a claim proceeds in court rather than in arbitration, we each waiveany right to a jury trial. We also bothagree that you or we may bring suit in any court of competent jurisdiction toenjoin infringement or other misuse of intellectual property rights, includingwith respect to temporary restraining orders.
Class Action Waiver.Regardless of arbitrability, we each agree that any dispute resolutionproceedings or lawsuits, whether in arbitration or in a court of law, will beconducted only on an individual basis and not in a class, or representativeaction. Therefore, you waive all rightsto bring claims on behalf of a class of persons; however, you may still bringan individual claim for public injunctive relief and in small claims court.Nothing in this provision, however, should operate to prevent the parties fromsettling claims on a class-wide basis or otherwise coordinating claims filed inarbitration.
<![if !supportLists]>15.<![endif]>Miscellaneous
You represent and warrantthat you possess the legal right and ability to enter into these Terms and touse the Site in accordance with these Terms. You represent and warrant that you shallcomply with all laws and regulations that apply to your access and use of theSite, including any applicable national laws that prohibit the export ortransmission of technical data or software to certain territories orjurisdictions. Duncan reserves the rightto seek all remedies available at law and in equity for violations of theseTerms, including the right to remove your account and any contents generated byyou on the Site, to block your access to the Site, or to block IP addresses. These Terms shall be governed in all respectsby the substantive laws of the Commonwealth of Virginia, without regard to itsprovisions relating to conflict of laws. You and Duncan agree to submit to the personaland exclusive jurisdiction and venue of the state and federal courts locatedwithin Fairfax County, Virginia to resolve any dispute, claim, or controversythat relates to or arises in connection with these Terms and the Site (and anynon-contractual disputes and/or claims relating to or arising in connectionwith 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 ofthe Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by acourt of competent jurisdiction to be invalid, the parties nevertheless agreethat the court should endeavor to give effect to the parties' intentions asreflected in the provision, and the other provisions of the Terms remain infull force and effect. You agree thatregardless of any statute, regulation, or law to the contrary, any claim orcause of action arising out of or related to use of the Site or the Terms mustbe filed within one (1) year after such claim or cause of action arose or be foreverbarred.
<![if !supportLists]>16.<![endif]>[Reserved]
