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 the Licensee a non-exclusive license to use the Software on each Minor Decliner device for which the Software has been purchased, activated, or otherwise authorized by Minor Decliner. Each licensed device may operate the Software subject to the terms of this Agreement. The Licensee may not copy, install, activate, or use the Software on additional devices unless authorized by Minor Decliner.

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”. To the maximum extent permitted by applicable law, the total aggregate liability of the Vendor arising out of or relating to the Software, Hardware, services, or this Agreement, regardless of the form or theory of action, will not exceed the amount actually paid by the Licensee to the Vendor for the specific Software, Hardware, or service giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim. 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.

Disclaimer of Warranties. To the maximum extent permitted by applicable law, the Software, Hardware, ID Scanner, Minor Decliner Portal, and related services are provided “as is” and “as available.” The Vendor makes no warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy, reliability, or suitability for the specific requirements of the Licensee. The Vendor does not warrant that the Software, Hardware, ID Scanner, Minor Decliner Portal, or related services will operate uninterrupted or error-free or will be free from bugs, defects, interruptions, or other limitations.

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 Background Reports: Background reports provided through a consumer reporting agency other than Intellicheck may be ordered and used only for a legally permissible purpose under the FCRA, including employment-related decisions, and only after the Licensee has satisfied all applicable notice, authorization, certification, and adverse-action requirements. This provision does not authorize use of Intellicheck Services or Intellicheck-derived data for any FCRA purpose.

Intellicheck Services - Prohibited FCRA Uses: The Licensee certifies that it will not use any data retrieved or generated through Intellicheck Services to determine a consumer's eligibility for credit, insurance, employment, or any other purpose governed by Section 604 of the Fair Credit Reporting Act. The Licensee acknowledges that Intellicheck is not a consumer reporting agency and that Intellicheck Services and Intellicheck-derived data are not consumer reports.

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 and fake 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.

Fake ID Detection Disclaimer

Minor Decliner provides ID scanning devices that assist with age verification by reading and decoding the barcode information on government-issued identification documents. Standard ID scanning functionality is limited to calculating age and checking expiration dates. It does not detect fraudulent or altered IDs unless additional services are enabled.

1. Limitations of Standard ID Scanning

By default, Minor Decliner scanners verify age and ID expiration based on the information encoded in the barcode of the presented identification. This standard scanning process does not authenticate the legitimacy of the ID itself and may not detect forged, cloned, or altered documents.

2. Forensic Barcode Fake ID Detection (Optional Add-On)

Minor Decliner offers optional fake ID detection powered by third-party service providers. This service analyzes identification data and embedded security features to assist in identifying potentially fraudulent IDs. Fake ID detection results are provided as an additional verification tool and are not a guarantee that an identification document is genuine or fraudulent.

• Access to third party forensic barcode authentication services requires the purchase of scan credits or an active subscription.

• While highly effective, Intellicheck services are not guaranteed to detect all fake IDs. No fake ID detection service is 100% accurate.

3. Minor Decliner Known Fake Database Checks

For registered users, Minor Decliner provides an optional secondary check against a limited internal database of known fake IDs. If an ID’s name matches an entry in this database, an alert may be generated.

• This feature is only available with account registration and does not require scan credits.

• The known fake database is not a comprehensive solution and should be viewed as a supplemental layer of detection. It is intended to flag previously flagged names but may not identify new or sophisticated fakes.

4. No Guarantee of Detection

Users acknowledge and agree that neither Minor Decliner nor its affiliates guarantee the identification of all fake IDs. Use of any fake ID detection feature, including those powered by Intellicheck, other 3rd party checks, or internal database checks, is provided “as-is” without warranty of accuracy or fitness for a particular purpose. Businesses remain solely responsible for compliance with applicable laws and for determining how to act on scan results.

Acceptance

All terms, conditions, and obligations of this Agreement will be deemed accepted by the Licensee (“Acceptance”) when the Licensee first accesses or uses the Minor Decliner Software or Minor Decliner Portal. Continued access to or use of the Minor Decliner Software or Minor Decliner Portal constitutes continued acceptance of and agreement to comply with this Agreement.

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

Term. The term of this Agreement will begin upon Acceptance and will continue perpetually unless terminated in accordance with this Agreement. For purposes of this Agreement, “Acceptance” occurs when the Licensee first accesses or uses the Minor Decliner software or the Minor Decliner Portal.

The Licensee’s right to use the Minor Decliner software and Minor Decliner Portal will continue for the term of this Agreement, subject to the Licensee’s continued compliance with this Agreement.

Minor Decliner may suspend or terminate the Licensee’s access to or use of the Minor Decliner software or Minor Decliner Portal as expressly permitted under this Agreement, including for a material breach of this Agreement.

Termination or expiration of any optional subscription, third-party service, support service, or other recurring service will not, by itself, terminate the Licensee’s right to use the Minor Decliner software or Minor Decliner Portal, except to the extent that the functionality requires the terminated or expired service or as otherwise expressly provided in this Agreement.

Termination

Termination and License Forfeiture. This Agreement may be terminated, and the Licensee’s license and rights of access may be revoked, if the Licensee fails to comply with any material term or condition of this Agreement or otherwise materially breaches this Agreement.

Upon termination, the Licensee must immediately cease all use of the Minor Decliner software and Minor Decliner Portal and, where applicable, delete, destroy, or return all copies of the Software in the Licensee’s possession or control.

Minor Decliner reserves the right, upon termination, to remotely suspend, disable, or remove access to the Minor Decliner software and Minor Decliner Portal, including associated licenses, credentials, and services.

Force Majeure

The Vendor will be free from liability to the Licensee to the extent that the Vendor is prevented from, delayed in, or materially impaired in performing its obligations under this Agreement, in whole or in part, due to a Force Majeure event. Force Majeure includes, without limitation, earthquakes, typhoons, floods, fires, war, natural disasters, governmental actions, or other unforeseen events beyond the Vendor’s reasonable control, provided that the Vendor takes commercially reasonable steps to mitigate the effects of such event.

Force Majeure also includes material changes, restrictions, interruptions, discontinuations, technical requirements, security requirements, API changes, or other actions implemented by third-party service providers or technology partners utilized by Minor Decliner. Where such third-party changes are outside Minor Decliner’s reasonable control and require Minor Decliner to modify, replace, restrict, suspend, or discontinue certain functions, features, integrations, or services, Minor Decliner will not be liable for resulting delays, interruptions, loss of functionality, or changes to the services, provided Minor Decliner uses commercially reasonable efforts to mitigate the impact and, where reasonably practicable, provide an alternative solution.

Customer Data, Privacy, Security and Data Ownership

Ownership of Customer Data

Responsibility for Data Protection. The Licensee is responsible for the security, lawful collection, use, storage, retention, disclosure, export, and protection of Customer Data within the Licensee’s possession or control, including Customer Data maintained on Licensee devices, networks, accounts, downloaded or exported files, and systems operated or controlled by the Licensee.

Vendor will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data while such Customer Data is within Vendor’s possession or control. Vendor does not warrant or guarantee that such safeguards will prevent all unauthorized access, disclosure, cyberattacks, data loss, security incidents, or other compromises.

Vendor will not be responsible for a security incident, unauthorized access, disclosure, loss, corruption, or misuse of Customer Data resulting from the acts or omissions of the Licensee or its employees, contractors, agents, customers, or authorized users; compromised credentials; Licensee-controlled devices, networks, accounts, or systems; third-party systems or services outside Vendor’s reasonable control; or the Licensee’s failure to implement or maintain reasonable security safeguards.

The Licensee remains responsible for determining whether the Software, Hardware, Minor Decliner Portal, and related services provide security, retention, and data-handling capabilities appropriate for the Licensee’s particular legal, regulatory, and business requirements.

Any liability of Vendor arising from or relating to Customer Data, privacy, cybersecurity, unauthorized access, disclosure, data loss, or a security incident remains subject to the limitations, exclusions, disclaimers, and liability cap contained in this Agreement.

As between Minor Decliner LLC (“Vendor”) and the Licensee, the Licensee retains all right, title, and interest in data, records, images, identification information, scan records, transaction information, and other information collected or submitted by the Licensee or its users through the Software, Hardware, or services (“Customer Data”).

License to Intellicheck: To the extent the Licensee activates or uses Intellicheck Services, the Licensee grants Intellicheck a non-exclusive, worldwide, royalty-free license to access, use, process, reproduce, transmit, and otherwise handle the applicable Customer Data as reasonably necessary to provide, operate, maintain, secure, support, and improve the Intellicheck Services and to enhance Intellicheck's products and services, subject to applicable law and Intellicheck's applicable terms and privacy requirements. Except for this limited license, Customer Data remains the Licensee's property.

Except for the limited rights, and data collection requested by the Licensee, and for Temporary storage needs necessary to provide the services described in this Agreement, and for audit purposes, no ownership rights in Customer Data are transferred to Vendor.

Vendor retains all right, title, and interest in and to the Software, Hardware designs, systems, databases and database structures, algorithms, processes, methods, analytics, documentation, know-how, intellectual property, and other proprietary technology used to provide the services. Customer Data shall not provide the Licensee with any ownership interest or other rights in Vendor’s Software, systems, technology, databases, algorithms, or intellectual property.

Licensee Responsibility for Collection and Use of Data

The Licensee is solely responsible for determining whether and how it collects, scans, stores, retains, exports, discloses, transmits, or otherwise uses Customer Data and personal information through the Software, Hardware, or services.

The Licensee is responsible for complying with all applicable federal, state, and local privacy, data protection, identification scanning, biometric, consumer protection, employment, age-verification, and other laws and regulations applicable to its collection and use of such information.

Where required by applicable law, the Licensee is solely responsible for providing appropriate notices and obtaining any required consent or authorization from individuals before collecting, scanning, storing, transmitting, retaining, or otherwise processing their information.

Vendor does not provide legal advice concerning the Licensee’s collection or use of identification information, personal information, scan information, photographs, biometric information, or other Customer Data. The Licensee is responsible for determining the legal requirements applicable to its particular business and use of the Software, Hardware, and services.

Vendor Processing of Customer Data

The Licensee authorizes Vendor to access, process, store, transmit, and otherwise use Customer Data to the extent reasonably necessary to provide, operate, maintain, secure, troubleshoot, improve, and support the Software, Hardware, and services requested or activated by the Licensee.

Vendor does not acquire ownership of Customer Data merely by accessing, processing, transmitting, or storing such data.

Vendor may use contractors, cloud providers, technology providers, data providers, and other third parties as reasonably necessary to provide and support the Software, Hardware, and services.

Third-Party Services

Certain optional features or services may be provided by or rely upon independent third-party service providers, including, without limitation, Intellicheck and other identity verification, fake ID detection, background screening, mobile driver’s license verification, cloud hosting, data, authentication, verification, or technology providers.

When the Licensee activates, requests, or uses a third-party service, the Licensee authorizes Vendor to transmit, disclose, and otherwise process the information reasonably necessary for the applicable third-party provider to perform the requested service.

The Licensee acknowledges that third-party services may be subject to the applicable provider’s own terms, conditions, privacy policies, restrictions, and requirements.

No Unauthorized Implementation or Sublicensing: The Licensee shall not sublicense, resell, distribute, provide, authorize, enable, expose, or otherwise implement Intellicheck Services for any third party, or permit any third party to access or use Intellicheck Services, except for the Licensee's authorized users using the Services solely for the Licensee's internal business purposes. Any other implementation, delivery, or use for or by a third party requires Intellicheck's, or other 3rd party providers prior written approval.

Vendor does not control the independent operations, systems, security practices, availability, accuracy, data-processing practices, or performance of third-party service providers and is not responsible for their acts or omissions except to the extent otherwise required by applicable law.

Third-party information, reports, verification results, authentication results, and other data may be provided “as-is,” and neither Vendor nor any applicable third-party provider guarantees that such information or results will be complete, accurate, uninterrupted, or error-free.

Replacement of Third-Party Providers. Minor Decliner may, in its discretion, replace or substitute a third-party service provider or technology provider used in connection with the Software, Hardware, Minor Decliner Portal, or related services with another provider or technology offering substantially similar functionality. Such replacement or substitution will not constitute a breach of this Agreement, provided that Minor Decliner uses commercially reasonable efforts to maintain substantially similar functionality where reasonably practicable.

Modification or Discontinuation of Third-Party Services. Minor Decliner may modify, restrict, suspend, replace, or discontinue any optional third-party service or integration if the applicable third-party provider modifies, restricts, suspends, discontinues, or materially changes the service, or if Minor Decliner determines that continued provision or integration of the service is no longer commercially, technically, legally, or operationally practicable. Any such modification, restriction, suspension, replacement, or discontinuation will not terminate the Licensee’s underlying right to use the Minor Decliner Software or Minor Decliner Portal, except that functionality dependent upon the affected third-party service may be modified, restricted, suspended, replaced, or discontinued.

Intellicheck Warranty Disclaimer: INTELLICHECK SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTELLICHECK DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Intellicheck Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTELLICHECK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE INTELLICHECK SERVICES. INTELLICHECK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE INTELLICHECK SERVICES WILL NOT EXCEED TEN THOUSAND DOLLARS ($10,000), REGARDLESS OF THE FORM OR THEORY OF ACTION.

Data Retention and Licensee Controls

Where the Software provides configurable data collection, storage, deletion, or retention settings, the Licensee is responsible for selecting and maintaining settings appropriate for its business operations and legal requirements.

The Licensee is responsible for determining how long Customer Data should be retained and when such information should be deleted, subject to the capabilities of the applicable Software, Hardware, or service and any applicable legal requirements.

The Licensee is responsible for Customer Data exported, downloaded, printed, copied, transferred, transmitted, or otherwise removed from Vendor-controlled systems by the Licensee or its authorized users.

The Licensee is also responsible for maintaining appropriate security over its accounts, passwords, devices, networks, user permissions, exported information, downloaded information, and other systems or information within its possession or control.

Data Security

Vendor will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data under Vendor’s control against unauthorized access, use, alteration, or disclosure.

No computer system, device, network, electronic transmission, cloud service, wireless connection, database, or method of electronic storage can be guaranteed to be completely secure.

Accordingly, Vendor does not warrant or guarantee that unauthorized access, cyberattack, malicious software, data loss, system failure, service interruption, or other security incident will never occur.

Each party is responsible for maintaining reasonable security safeguards for information, accounts, devices, networks, and systems within its possession or control.

The Licensee is responsible for promptly notifying Vendor if it becomes aware of unauthorized access to its account, compromised credentials, lost or stolen Hardware containing Customer Data, or another security issue that could reasonably affect Vendor systems or services.

Aggregated and De-Identified Data

Vendor may create and use aggregated, statistical, anonymized, or de-identified information derived from use of the Software, Hardware, or services, provided such information does not reasonably identify the Licensee or an individual.

Vendor may use such aggregated, anonymized, or de-identified information for legitimate business purposes, including analytics, system security, fraud detection, fake ID detection, product development, service improvement, performance measurement, research, statistical analysis, and development of new products, technologies, and services.

Vendor shall retain all right, title, and interest in analytics, statistics, models, algorithms, improvements, methodologies, and other information or intellectual property developed from properly aggregated, anonymized, or de-identified information, provided such information does not reasonably identify the Licensee or an individual.

Security Incidents, Unauthorized Access and Data Loss

To the maximum extent permitted by applicable law, Vendor shall not be liable for unauthorized access to, disclosure of, alteration of, destruction of, corruption of, or loss of Customer Data resulting from circumstances outside Vendor’s reasonable control, including acts or omissions of the Licensee, its employees, contractors or users; third-party service providers; telecommunications or internet service providers; cyberattacks; malicious software; compromised credentials; lost or stolen devices; unauthorized access to Licensee-controlled devices or accounts; or failures of systems outside Vendor’s reasonable control.

Vendor does not guarantee that Customer Data can always be recovered following deletion, corruption, device failure, cyberattack, system failure, or other loss.

Any liability of Vendor relating to Customer Data, privacy, cybersecurity, unauthorized access, disclosure, data loss, data corruption, security incidents, or use of third-party services shall be subject to the limitations, exclusions, disclaimers, and liability cap contained in the Limitation of Liability provisions of this Agreement, to the maximum extent permitted by applicable law.

Licensee Indemnification — Vendor and Third-Party Service Providers

To the maximum extent permitted by applicable law, the Licensee agrees to defend, indemnify, and hold harmless Minor Decliner LLC (“Vendor”), its officers, employees, contractors, affiliates, and service providers, and Intellicheck, Inc. and any other third-party service provider whose products, data, technology, software, reports, authentication, verification, or other services are accessed, provided, resold, integrated, or otherwise made available through Vendor (collectively, the “Indemnified Parties”), from and against third-party claims, demands, actions, damages, losses, penalties, fines, liabilities, judgments, costs, and reasonable attorneys’ fees arising from or relating to:

(a) the Licensee’s unlawful or unauthorized collection, scanning, storage, retention, disclosure, transmission, processing, or use of Customer Data, identification information, or other personal information;

(b) the Licensee’s failure to provide legally required notices or obtain legally required consent or authorization;

(c) the Licensee’s violation of applicable privacy, data protection, identification scanning, biometric, employment, consumer protection, age-verification, alcohol, tobacco, cannabis, or other age-restricted sales laws or regulations;

(d) the Licensee’s use, misuse, unauthorized use, or improper use of Intellicheck or any other third-party service, including any data, reports, results, authentication services, verification services, technology, or information provided through such service;

(e) any decision, action, or failure to act by the Licensee based upon information, authentication results, verification results, alerts, reports, recommendations, or other results provided through Vendor, Intellicheck, or any other third-party service provider;

(f) the acts or omissions of the Licensee’s employees, agents, contractors, customers, or authorized users relating to Customer Data or use of the Software, Hardware, or services; or

(g) any claim asserted against Vendor by Intellicheck or any other third-party service provider to the extent such claim results from or relates to the Licensee’s acts, omissions, misuse, unauthorized use, violation of this Agreement, or violation of applicable law.

The protections provided under this Section are expressly intended to extend to Intellicheck and any other applicable third-party service provider as third-party beneficiaries of this Section solely for purposes of enforcing the indemnification and liability protections provided herein.

This indemnification shall not apply to the extent a claim results directly from the applicable Indemnified Party’s own gross negligence, willful misconduct, or violation of applicable law.

Relationship to Other Liability and Disclaimer Provisions

The provisions of this Section supplement and do not replace the warranty disclaimers, third-party data disclaimers, fake ID detection disclaimers, limitation of liability provisions, and other protections provided elsewhere in this Agreement.

In the event of any inconsistency, the provisions shall be interpreted, to the maximum extent permitted by applicable law, in the manner that gives effect to the applicable disclaimers, limitations of liability, indemnification obligations, and allocation of responsibility between Vendor and Licensee.

Survival

The provisions of this Section concerning ownership, confidentiality, Customer Data, aggregated or de-identified information, intellectual property, limitations of liability, disclaimers, and indemnification shall survive termination or expiration of this Agreement to the extent necessary to give effect to their terms.

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

Modification of Agreement. Vendor reserves the right to modify or update this Agreement from time to time. Updated terms may be made available through the Minor Decliner website, Software, Minor Decliner Portal, or other reasonable electronic means. Unless otherwise required by applicable law, the Licensee’s continued access to or use of the Software, Hardware, Minor Decliner Portal, or related services after the updated terms become effective constitutes acceptance of the modified Agreement. Vendor is not required to obtain the Licensee’s separate written authorization or consent to such modifications.

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.

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

The Licensee may not assign, transfer, delegate, or otherwise convey this Agreement, the License, or any rights or obligations under this Agreement without the prior written consent of Minor Decliner.

Minor Decliner may assign or transfer this Agreement, in whole or in part, without the Licensee’s consent, in connection with a merger, acquisition, reorganization, change of control, sale of the business, or sale of all or substantially all of Minor Decliner’s assets, or to an affiliate or successor.

Any permitted assignment will be binding upon and benefit the respective successors and permitted assigns of the parties.

Confidentiality

Each party will maintain the confidentiality of any non-public proprietary, confidential, or sensitive information disclosed by the other party in connection with this Agreement and will not disclose or use such information except as reasonably necessary to perform or exercise its rights under this Agreement.

Minor Decliner’s non-public software, system architecture, technical information, methods, processes, documentation, security information, integrations, product features, technology partners, pricing, and other proprietary business or technical information will be considered Minor Decliner Confidential Information.

Confidential Information does not include information that is publicly available through no breach of this Agreement, was lawfully known to the receiving party without a confidentiality obligation, or is independently developed without use of the other party’s Confidential 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 out of or relating to this Agreement shall be subject to mediation as a condition precedent to the institution of any legal or equitable proceeding by either party. Notice of Mediation shall be delivered in accordance with the notice requirements of this Agreement. The parties shall endeavor in good faith to resolve the dispute through 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).