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 straight line 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, Representations, and Disclaimers
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.
Disclaimer of Warranties: Some information provided is sourced from third-party data providers and is offered “as-is.” Minor Decliner does not guarantee the accuracy, completeness, or reliability of the information, and licensees use the reports at their own risk.
Limitation of Liability: Minor Decliner is not responsible for any errors or inaccuracies in the data reported, or for any indirect or consequential damages that might arise from the use of the reports. See above Limitation of Liability section
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.
Related to Criminal background check feature
Ordering and Using Reports - The Fair Credit Reporting Act (“FCRA”) governs the use of consumer reports, including background checks, and ensures that such reports are used fairly, with the consumer’s consent, and for legitimate purposes.
FCRA Compliance: Licensee accepts and acknowledges that they will adhere to all FCRA requirements, including obtaining proper authorizations, providing required disclosures, and handling adverse actions appropriately.
Permissible Use of Reports: Reports are only permitted to be ordered and used for specific, legally allowed purposes, primarily for employment-related decisions as defined under the FCRA.
Written Authorization: Before requesting any background check, the consumer’s written authorization must be obtained. This is the responsibility of the licensee
State and Local Laws: The licensee also accepts and acknowledges that they will create, implement, and follow appropriate safeguards and processes to comply with any additional state or local regulations that may impose further requirements beyond the FCRA.
Consumer Rights and Notifications
Consumer Rights Under the FCRA: The licensee acknowledges and respects the rights of consumers as outlined in the FCRA.
Pre-Adverse and Adverse Action Notices: If a licensee decides not to hire, promote, or retain an individual based on the information in a background check, they must follow the specific procedures outlined in the FCRA.
State or Local-Specific Requirements: For licensees operating in or dealing with State or Local requirements, the licensee also agrees to comply with the additional state or local regulations that may impose further requirements beyond the FCRA.
Security Obligations
Data Security: Licensees are required to establish a robust security policy to protect the personal information collected during background checks. This includes securing both hard and electronic copies of reports and ensuring that only authorized personnel have access to this sensitive information.
Shredding and Destruction of Data: Once a report is no longer needed, the licensee must securely destroy it, either by shredding physical copies or permanently deleting electronic files, in accordance with applicable laws.
Responsibility for Data Protection: It is the licensees’ sole obligation and responsibility for the security of the data they collect and store. Minor Decliner provides the platform and software, but the ultimate responsibility for compliance with data protection laws rests with the licensee.
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, and by ongoing use of the software
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,
Assignment: This agreement cannot be assigned or transferred without the prior written consent of Minor Decliner, except in cases of a change of control or sale of assets.
Confidentiality: Both parties are required to keep confidential any proprietary or sensitive information exchanged during the agreement. This includes maintaining the confidentiality of the terms of the agreement, the platform’s features, software, partners, and any pricing information.
No Publicity: Neither party is allowed to make public statements about the relationship or use the other party’s name or trademarks without prior written consent, except for the Minor Decliner right to identify the licensee as a client in its promotional materials.
Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities, or circumstances shall be affected, thereby, but instead shall be enforced to the maximum extent permitted by law.
Binding Effect: Each and every covenant herein contained shall extend to and be binding upon the respective successors, heirs, administrators, executors, members, business partners, and assigns of the Parties
No Waiver. The failure to enforce any of the respective rights or remedies hereunder, or to promptly enforce any such rights or remedies, shall not constitute a waiver thereof nor give rise to any estoppel nor excuse any of the parties hereto from their respective obligations hereunder. Any waiver of such right or remedy must be in writing and signed by the party to be bound and must expressly state that such right or remedy has been or thereby is waived.
Entire Agreement. This Agreement contains all the terms agreed to by the parties relating to its subject matter, including any attachments or addendums. This Agreement replaces all previous discussions, understandings, and oral agreements.
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, 1241 Timber Turn, Arnold, Maryland, 21012
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).