your use of this website is governed by these terms & conditions

These Terms & Conditions apply to the DuncPrice Open Source website located at duncprice.com , the (“Site”). As used in these Terms & Conditions, “DuncPrice”, “us” or “we” refers to DuncPrice Corporation and its subsidiaries and affiliates.

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THESE TERMS & CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. BY ACCESSING OR OTHERWISE USING THE SITE YOU AGREE TO THESE TERMS & CONDITIONS. Any person or entity who interacts with the Site through the use of crawlers, robots, browsers, data mining or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party, is considered to be using the Site. If at any time you do not accept all of these Terms & Conditions, you must immediately stop using the Site. Certain areas within the Site may be governed by additional terms (“Additional Terms”). By using those areas of the Site, you agree to the Additional Terms. The Additional Terms are incorporated into these Terms & Conditions, and any reference to these Terms & Conditions includes the Additional Terms. content All content included on the Site, such as text, graphics, logos, images, audio clips, video, data, music, software, and other material (collectively “Content”) is owned or licensed property of DuncPrice or its suppliers or licensors and is protected by copyright, trademark, patent, or other proprietary rights. The collection, arrangement, and assembly of all Content on the Site is the exclusive property of DuncPrice Brands, Inc. and protected by U.S. and international copyright laws. DuncPrice and its suppliers and licensors expressly reserve all intellectual property rights in all Content. license and access DuncPrice grants you a limited license to access and make personal use of the Site and the Content for NONCOMMERCIAL PURPOSES ONLY and only to the extent such use does not violate these Terms & Conditions including, without limitation, the prohibitions listed in the “UNLAWFUL OR PROHIBITED USES” section of these Terms & Conditions. You may download, print, and copy Content for personal, noncommercial purposes only, provided you do not modify or alter the Content in any way, delete or change any copyright or trademark notice, or violate these Terms & Conditions in any way. Accessing, downloading, printing, posting, storing, or otherwise using the Site or any of the Content for any commercial purpose, whether on behalf of yourself or on behalf of any third party, constitutes a material breach of these Terms & Conditions. unlawful or prohibited uses The Site may only be used for lawful purposes in accordance with the terms of the license granted in these Terms & Conditions. As a condition of your use of this Site, you warrant to DuncPrice that you will not use the Site for any purpose that is unlawful or prohibited by these Terms & Conditions. Whether on behalf of yourself or on behalf of any third party, YOU MAY NOT: • Make any commercial use of the Site or its Content, including making any collection or use of any Content or images; • use or attempt to use any engine, software, tool, agent, data, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than the search engine and search agents provided by DuncPrice or generally publicly available browsers; • frame, mirror, or use framing techniques on any part of the Site without DuncPrice’s express prior written consent; • make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Site content, or otherwise scrape, collect, store, or use any Content, product listings, descriptions, prices, or images, except pursuant to the limited license granted by these Terms & Conditions; • use any meta tags or any other hidden text utilizing DuncPrice’s name or marks; • misrepresent the identity of a user, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site, or express or imply that we endorse any statement you make; • conduct fraudulent activities on the Site; • violate or attempt to violate the security of the Site, including, without limitation: (i) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (ii) trying to change the behavior of the Site; (iii) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures; (iv) attempting to interfere with service to any user, host, or network, including, without limitation, via means of submitting malware to the Site, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing”; (v) forging any header or any part of the header information in any email or posting; or (vi) forging communications on behalf of the Site (impersonating the DuncPrice Site) or to the Site (impersonating another user); • send unsolicited or unauthorized email on behalf of DuncPrice including promotions and/or advertising of products or services; • tamper with the Site or use or attempt to use any device, software, routine, or data that interferes or attempts to interfere with the working or functionality of the Site or any activity being conducted on the Site; • use the Site to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity; • harvest or collect personally identifiable information about other users of the Site; • restrict or inhibit any other person from using the Site (including, without limitation, by hacking or defacing any portion of the Site); • use the Site to advertise or offer to sell or buy any goods or services without DuncPrice’s express prior written consent; • reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes any portion of, use of, or access to the Site; • modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site; or • remove any copyright, trademark, or other proprietary rights notice from the Site or materials originating from the Site. modification & termination DuncPrice may at any time: (i) modify or discontinue any part of the Site; (ii) charge, modify or waive fees required to use the Site; or (iii) offer opportunities to some or all Site users. DuncPrice reserves the right to make changes to these Terms & Conditions at any time, and such changes will be effective immediately upon being posted on the Site. Each time you use the Site, you should review the current Terms & Conditions. Your continued use of the Site will indicate your acceptance of the current Terms & Conditions; however, any change to these Terms & Conditions after your last usage of the Site will not be applied retroactively. DuncPrice reserves the right, without notice and at its sole discretion, to terminate your account or your use of the Site and to block or prevent future access to and use of the Site (i) if you violate any of these Terms & Conditions, (ii) for any other reason or (iii) for no reason. Upon any such termination, your right to use the Site will immediately cease. You agree that we shall not be liable to you or any third party for any termination of your access to the Site. Upon termination, all provisions of these Terms & Conditions which are by their nature intended to survive termination, all representations and warranties, all limitations of liability and all indemnities shall survive such termination. user reviews, comments & submissions You agree that any information or content that you provide through the Site (“User Content”): will be accurate; will not violate or facilitate the violation of any law or regulation; will not violate any right of a third party, including copyright, trademark, privacy, or publicity rights; will not cause injury to any person or entity; and will not contain, or provide links to, obscene, profane, or threatening language, malware, political campaigning, commercial solicitation, chain letters, mass mailings, any form of “spam”, or any material that could be considered harmful, sexually explicit, indecent, lewd, violent, abusive, or degrading. You are solely responsible for the User Content you submit, and DuncPrice assumes no liability for any User Content submitted by you. You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, in our sole discretion: (i) monitor User Content; (ii) alter, remove, or refuse to post or allow to be posted any User Content; and/or (iii) disclose any User Content, and the circumstances surrounding its transmission, to any third party. For any User Content you submit, you grant to DuncPrice a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell and distribute such User Content and to incorporate the User Content into any form, medium, or technology, now known or hereafter developed, throughout the world, all without compensation to you. For this reason, do not send us any User Content that you do not wish to license to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork. In addition, you grant to DuncPrice the right to include the name provided along with the User Content submitted by you; provided, however, DuncPrice shall have no obligation to include such name with such User Content. We are not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with any User Content you submit. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law under any legal theory. Content is also provided by third party visitors to the Site. Please note that Site visitors may post content that is inaccurate, misleading, or deceptive. DuncPrice neither endorses nor is responsible for any opinion, advice, information, or statements made by third parties. The opinions expressed by third parties reflect solely the opinions of the individuals who submitted such opinions and may not reflect the opinions of DuncPrice. mobile application users The following provisions apply to users of DuncPrice mobile applications (each, an “Application”): Users of the Apple Application If you download and/or use our Application(s) for iPhone or iPad: These Terms & Conditions incorporate by reference the Licensed Application End User License Agreement (the “LAEULA”) published by Apple, Inc. (located online at http://www.apple.com/legal/itunes/appstore/dev/stdeula/). For purposes of these Terms & Conditions, the Application is considered the “Licensed Application” as defined in the LAEULA and DuncPrice is considered the “Application Provider” as defined in the LAEULA. If any of these Terms & Conditions conflict with the terms of the LAEULA, these Terms & Conditions shall control. Mobile Service, Internet and Service Fees The use of the Application requires use of a mobile device and wireless mobile data service, which must be obtained from your wireless carrier, and may require Internet access, which must be obtained from your service provider; you are responsible for obtaining and paying for such additional services and obtaining a suitable device, including without limitation all usage charges related thereto. You may be required to send and receive, at your cost, electronic communications related to the Application, including without limitation, administrative messages, service announcements, diagnostic data reports, and Application updates, from DuncPrice, your mobile carrier or third party service providers. If you do not have an unlimited wireless mobile data plan, you may incur additional charges from your wireless service provider in connection with your use of the Application. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access the Application, including but not limited to payment of all third party fees associated therewith, including fees for information sent to or through the Application. The Application may not work with all devices or all mobile carriers. DuncPrice makes no representations that the Application will be compatible with or provided by all mobile carriers. In the event that fees are charged for the Application, or other third party service providers charge a fee for the products or services they provide, you agree to pay such fee to the respective party in exchange for your continued use of such products or services. Some services may be subject to different or additional terms (including fees), which you will be required to agree to prior to your use of such services. DMCA notice—notice and procedure for making claims of copyright infringement DuncPrice’s policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the Site can be identified and removed via our process listed below, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide DuncPrice’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying DuncPrice that your copyrighted material has been infringed. DuncPrice does not and will not make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim. When a clear and valid notice is received pursuant to the guidelines set forth below, DuncPrice will respond by either taking down the allegedly infringing content or blocking access to it. DuncPrice may contact the notice provider to request additional information. Under the DMCA, DuncPrice is required to take reasonable steps to notify the user who posted the allegedly infringing content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send DuncPrice a counter-notification. Notices and counter-notices are legal notices distinct from regular Site activities or communications. We may publish or share them with third parties in our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request). Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys’ fees. Any person who is unsure of whether certain material infringes a copyright held by such person or a third party should contact an attorney. To file a DMCA notice, the copyright owner must send in a written letter by fax, regular mail, or email only. We reserve the right to ignore a notice that is not in compliance with the DMCA, and we may, but are not obligated to, respond to a non-compliant notice. A DMCA notice must: • Identify specifically the copyrighted work(s) believed to have been infringed (for example, “My copyrighted work is the picture that appears at [list location where material is located].”); • Identify the Content that a copyright owner claims is infringing upon copyrighted work. The copyright owner must provide information reasonably sufficient to enable us to locate the item on the Site. The copyright owner should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible; • Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email (if available); • If available, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred); • Include the following statement: “I 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”; • Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; • Be signed; and • Be sent to our DMCA designated agent at the following address: DMCA Designated Agent DuncPrice Brands, Inc. 1000 Nicollet Mall, TPS-3165 Minneapolis, Minnesota 55403 Fax: 612-696-3399 email: DMCA@duncprice.com links to third-parties’ websites The Site may contain links and interactive functionality interacting with the websites of third parties, including social sites and product manufacturers’ sites. DuncPrice is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such website. Before enabling any sharing functions of the Site to communicate with any such website or otherwise visiting any such website, DuncPrice strongly recommends that you review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party website. The links and interactive functionality for third-party sites on the Site do not constitute an endorsement by DuncPrice of such third-party sites. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES IS AT YOUR OWN RISK. disclaimers of warranties DuncPrice cannot and does not represent or warrant that the Site or its server will be error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet your requirements. THE SITE AND ALL INFORMATION, CONTENT, MATERIALS , PRODUCTS, SERVICES, AND USER CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (COLLECTIVELY, THE “SITE CONTENTS”) ARE PROVIDED BY duncprice ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. duncprice MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE ACCURACY OR COMPLETENESS OF THE SITE CONTENTS, OR THAT EMAILS SENT FROM duncprice ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMITTED BY LAW, duncprice DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SITE AND THE SITE CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE. On the Site, we may display names, marks, products, advertisements, or services of third parties, pop-up texts, or links to third-party sites. If you decide to link to any such third-party sites, you do so entirely at your own risk. jurisdictional issues The Site is controlled and operated by DuncPrice from the United States, and is not intended to subject DuncPrice to the laws or jurisdiction of any state, country or territory other than that of the United States. DuncPrice does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. limitation of liability UNDER NO CIRCUMSTANCES SHALL duncprice OR ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT OR TORT, EVEN IF duncprice HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITE, ANY CONTENT ON THE SITE, OR THESE TERMS & CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN. THE FOREGOING PARAGRAPH SHALL NOT APPLY TO RESIDENTS OF NEW JERSEY. WITH RESPECT TO RESIDENTS OF NEW JERSEY, duncprice OR ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE, OR ANY MATERIALS THEREIN UNLESS SUCH DAMAGES OR INJURIES ARE THE RESULT OF duncprice’S NEGLIGENT, FRAUDULENT OR RECKLESS ACTS OR INTENTIONAL MISCONDUCT. EACH PROVISION OF THESE TERMS & CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN YOU AND duncprice. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND duncprice. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S). indemnification & defense As a condition of the use of the Site, you agree to defend, indemnify, and hold harmless DuncPrice and its respective employees, directors, officers, agents, vendors, and suppliers, from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (each, a “Claim”) arising out of or otherwise relating to Claims alleging facts that if true would constitute a breach by you of these Terms & Conditions, or any User Content submitted by you. notices & electronic communications Except as explicitly stated otherwise, any notices you send to DuncPrice shall be sent by mail to DuncPrice.com Guest Services, P.O. Box 9350, Minneapolis, MN 55440-9350. In the case of notices DuncPrice sends to you, you consent to receive notices and other communications by DuncPrice posting notices on the Site, sending you an email at the email address listed in your profile in your account, or mailing a notice to you at your billing address listed in your profile in your account. You agree that all agreements, notices, disclosures, and other communications that DuncPrice provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing. Notice shall be deemed given (i) 24 hours after the notice is posted on the Site or an electronic message is sent, unless the sending party is notified that the message did not reach the recipient, or (ii) in the case of mailing, three days after the date of mailing. You agree that a printed version of these Terms & Conditions and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms & Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. notice for California residents Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to Guest.service@duncprice.com. You may also contact us by writing to DuncPrice.com Guest Services, P.O. Box 9350, Minneapolis, MN 55440-9350, or by calling us at (800) 591-3869. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. disputes YOU AND duncprice AGREE THAT IN THE EVENT OF ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR CONNECTED IN ANY WAY WITH THE SITE, OR THE BREACH, ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THESE TERMS & CONDITIONS, SUCH CLAIM, DISPUTE OR CONTROVERSY WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS & CONDITIONS ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN COURT AND USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY. ARBITRATION IS SUBJECT TO VERY LIMITED REVIEW BY COURTS, BUT ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF THAT A COURT CAN AWARD. NOTWITHSTANDING THE FOREGOING: (I) IN LIEU OF ARBITRATION, EITHER YOU OR duncprice CAN BRING AN INDIVIDUAL CLAIM IN SMALL CLAIMS COURT IN THE UNITED STATES OF AMERICA CONSISTENT WITH ANY APPLICABLE JURISDICTIONAL AND MONETARY LIMITS THAT MAY APPLY, PROVIDED THAT IT IS BROUGHT AND MAINTAINED AS AN INDIVIDUAL CLAIM; AND (II) YOU AGREE THAT YOU OR duncprice MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS. If you intend to seek arbitration you must first send written notice (“Notice”), by first class or certified mail, to DuncPrice.com Guest Services, P.O. Box 9350, Minneapolis, MN 55440-9350. If DuncPrice intends to seek arbitration, DuncPrice will send Notice to the current billing address on your account. The Notice must describe the nature and basis of the claim and the specific relief sought. If the parties cannot reach an agreement within thirty (30) days from the receipt of the Notice, either party may initiate arbitration proceedings. A form to initiate arbitration proceedings is available on the American Arbitration Association (AAA) site at www.adr.org. In addition to filing this form with the AAA, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send such copy to DuncPrice at DuncPrice Law Department, 1000 Nicollet Mall, TPS-3155, Minneapolis, MN 55403, and DuncPrice will send such copy to the current billing address on your account. The arbitration will be conducted under the then current rules of the AAA. The AAA rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If your claim is for $10,000 (US Dollars) or less, you may choose to have arbitration conducted solely on the basis of documents submitted to the arbitrator, via a telephone hearing, by an in-person hearing in the county of your residence, or as otherwise mutually agreed to by the parties. If your claim exceeds $10,000 (US Dollars), the location of the arbitration and the parties’ right to a hearing will be conducted in accordance with the rules of the AAA. For claims of $100,000 (US Dollars) or less, DuncPrice will pay all filing, administration, and arbitrator fees (collectively, “Filing Fees”) unless the arbitrator determines that your claim is frivolous. In the event that an arbitrator determines that your claim is frivolous, you must reimburse DuncPrice for all fees associated with the arbitration paid by DuncPrice on your behalf that you would have otherwise been obligated to pay in accordance with the rules of the AAA. For claims over $100,000 (US Dollars), you will be responsible for the Filing Fees. DuncPrice waives its right to seek attorneys’ fees and costs in arbitration. YOU AGREE THAT ALL MATTERS RELATING TO YOUR ACCESS TO OR USE OF THE SITE AND ALL MATTERS ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS, INCLUDING ALL DISPUTES, WILL BE GOVERNED BY THE LAWS OF THE FEDERAL ARBITRATION ACT (FAA), THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, AND THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD TO MINNESOTA’S CHOICE OF LAW PRINCIPLES. UNLESS YOU AND duncprice AGREE OTHERWISE, IN THE EVENT THAT IT IS DETERMINED OR THESE TERMS & CONDITIONS PROVIDE THAT A CLAIM SHOULD NOT PROCEED THROUGH ARBITRATION, YOU AGREE THAT ANY CLAIM OR DISPUTE (WITH THE EXCEPTION OF A CLAIM OR DISPUTE APPROPRIATELY LODGED IN ANY SMALL CLAIMS COURT IN THE UNITED STATES OF AMERICA) SHALL BE RESOLVED IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. IF SUBJECT MATTER JURISDICTION (INCLUDING DIVERSITY JURISDICTION) DOES NOT EXIST IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA FOR ANY SUCH CLAIM, THEN THE EXCLUSIVE FORUM AND VENUE FOR ANY SUCH ACTION SHALL BE THE COURTS OF THE STATE OF MINNESOTA LOCATED IN HENNEPIN COUNTY, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. YOU AND duncprice BOTH WAIVE YOUR RIGHT TO A JURY TRIAL, UNLESS SUCH WAIVER IS UNENFORCEABLE. THE MAKING OF CLAIMS OR RESOLUTION OF DISPUTES PURSUANT TO THIS AGREEMENT SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE AND/OR THESE TERMS & CONDITIONS WILL BE RESOLVED INDIVIDUALLY IN THE FORUM DESIGNATED IN THIS DISPUTES SECTION, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; AND, (2) EXCEPT FOR NEW JERSEY RESIDENTS AND WHERE OTHERWISE PROHIBITED BY LAW, ANY AND ALL CLAIMS, JUDGMENTS, AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE. miscellaneous These Terms & Conditions, including policies and information linked from or incorporated herein or otherwise found on the Site, constitute the entire agreement between you and DuncPrice with respect to the Site and supersede all prior or contemporaneous communications, agreements, and proposals with respect to the Site. No provision of these Terms & Conditions shall be waived except pursuant to a writing executed by the party against whom the waiver is sought. No failure to exercise, partial exercise of, or delay in exercising any right or remedy under these Terms & Conditions shall operate as a waiver or estoppel of any right, remedy, or condition. If any provision of these Terms & Conditions is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms & Conditions without our express prior written consent. We will not be responsible for failure to fulfill any obligation due to causes beyond our control. contact us If you have any concerns about DuncPrice or your use of the Site, please contact us with a detailed description, and we will try to resolve it.