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Terms and Conditions and End User License Agreement

License

  • Under this End User License Agreement (the "Agreement"), Minor Decliner LLC (the "Vendor") grants the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use Minor Decliner Software (the "Software").
  • "Software" includes the executable computer programs and any related printed, electronic, and online documentation and any other files that may accompany the product. 
  • Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software. 
  • This Agreement grants a site license to the Licensee. The Software may be loaded onto a maximum of one tablet computer.
  • The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.  
  • The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
  • Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

License Fee

  • The original purchase price paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement.
  • If the enhanced service program or subscription is selected, there is an on-going license fee for that program and or service.

Limitation of Liability

  • The Software / Hardware is provided by the Vendor and accepted by the Licensee "as is". The liability of the Vendor will be limited to a maximum of the original purchase price of the Software, less depreciation (over a 1-year period). The Vendor will not be liable for any general, special, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, injuries, up to and including death, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure of the Software / Hardware.  
  • The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
  • The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry. 
  • The Vendor makes no warranty expressed or implied regarding the fitness of the hardware for a particular purpose or that the hardware will be suitable or appropriate for the specific requirements of the Licensee.
  • The Vendor does not warrant that use of the hardware will be uninterrupted or error-free. The Licensee accepts that hardware in general is prone to bugs and flaws within an acceptable level as determined in the industry.
  • The Vendor makes no warranty expressed or implied regarding the fitness of the ID Scanner for a particular purpose or that the ID Scanner will be suitable or appropriate for the specific requirements of the Licensee.
  • The Vendor does not warrant that use of the ID Scanner will be uninterrupted or error-free. The Licensee accepts that ID Scanner in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

  • The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright, or applicable statute.

Access Control for Door Systems using ID Scanning

  • Some of the products the Vendor supplies are access control for door systems, using an ID Scan to open the door. It is the full responsibility of the Licensee to install these systems, and in doing so comply with local fire codes, including the safe egress from a room with electronic lock. 
  • The Vendor will not be liable for any general, special, incidental, or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, injuries, up to and including death, or any other business or economic disadvantage suffered by the Licensee arising the from the correct or incorrect installation of said access control systems..

Acceptance

All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on the opening of the sealed shipping package.

User Support

  • The Licensee will be entitled to 1 year of phone support available 9:00 AM to 4:00PM Eastern, Weekdays only, at no additional cost. 

Term

  • The term of this Agreement will begin on Acceptance and is perpetual.

Termination

  • This Agreement will be terminated, and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.

Force Majeure

  • The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken all appropriate action to mitigate such an event.

Additional Clauses

  • Privacy Waiver Clause

Governing Law

  • The Parties to this Agreement submit to the jurisdiction of the courts of the State of Maryland for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Maryland.

Miscellaneous

  • This Agreement can be modified by the Vendor without prior notice, warning, or authorization from the Licensee or User. 
  • This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
  • Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  • If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. 
  • This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  • This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon any Licensee or User, their successors, assigns, heirs, representatives, whether known or unknown, and applies equally without regard to the manner of purchase or acquisition, whether directly or indirectly,  

Notices

  • All notices shall be provided at least thirty (30) days to the Vendor under this Agreement and are to be sent to the following address: Minor Decliner: 348 Thompson Creek Mall, Suite 314, Stevensville MD 21666, and Minor Decliner, 761 Moorings Circle, Stevensville MD 21666.

Mandatory Mediation

  • Any dispute or claim arising under the Terms and Conditions and End User License Agreement License shall be subject to mediation as a condition precedent to the institution of any legal or equitable proceedings by either party. The Notice of Mediation shall be delivered consistent with the requirements in the Terms and Conditions and End User License Agreement License. The Parties shall endeavor to resolve any claim or dispute arising out of the Terms of Service by mediation, which, unless the Parties mutually agree otherwise, shall be conducted in accordance with and through the Maryland Judiciary’s Mediation and Conflict Resolution Office (MACRO).