This Software as Service Agreement (“Agreement”) is entered upon login to the OEMS- Designed to Amaze system by and between AMG Quality Services LLC, a limited liability company (“AMG Quality Services”), and PV Hardware LLC., a limited liability company (“PVH “).
1. BACKGROUND
AMG Quality Services owns and operates a Quality Enterprise Management System (OEMS- Designed to Amaze), a comprehensive software solution designed for quality and HSE management purposes.
PVH and its employees desires to use the OEMS, and AMG Quality Services agrees to provide access to the OEMS and related features subject to the terms and conditions of this Agreement.
Ownership of the System. All right, title and interest in this application and any of the materials Hosted on the application (including all software, formulas, pages, database tables, process flow, and technology) belong to AMG Quality Services LLC (AMGQS). AMGQS reserves the right at any time, without liability or prior notice, to change the features or characteristics for improvement of this Agreement or any of the material hosted Application. AMGQS retains the exclusive ownership of all worldwide copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, property rights and all other industrial rights in and to the software and related documentation, including any derivative works, modifications, updates, and enhancements thereto (hereinafter referred to as “Software”).
By singing below, “You Agree”, using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.
Licensee. PVH and its users are hereby granted a non-exclusive, non-assignable, and nontransferable license to use the Software posted on the dedicated domain in accordance with the terms of this Agreement.
If you do not agree to the terms of this Agreement, do not sign this agreement, and do not use the Application.
AMG Quality Services LLC established the State of Texas, USA grants you a revocable, non-exclusive, non-transferable, limited license to use the application solely for your business, non-commercial purposes strictly in accordance with the terms of this Agreement.
License Restrictions.
To use the Software, User must be granted a password. Users must guard that password and not allow anyone else to access the domain or Software with the User’s password. User is liable for all use of User’s password, including all the consequences.
(Intended or not) that result from any third-party use of the User’s password or any other misuse of User’s password.
Users agrees that except for the rights granted herein User shall have no right in and to the Software by implication or otherwise.
This Software is copyrighted. Unauthorized copying or distribution of the Software, including any portion of the Software that has been modified, merged, or incorporated into other software, is expressly forbidden. User may be held legally responsible for any copyright infringement that is caused or encouraged by User’s failure to abide by the terms of this Agreement.
User acknowledges that the Software and its structure, organization, and source code.
constitute valuable trade secrets of AMG Quality Services LLC. Accordingly, User agrees not to (i) decompile, reverse engineer, or disassemble the Software; (ii) disclose, publish, release, rent, lease, loan, sell, distribute, or transfer any portion of the Software to any unauthorized person or entity (including electronic files, data, screen prints, manuals, flow charts, reports, toolkits, templates, forms, pages, database structure, methods, concepts, and other AMG Quality Services LLC. confidential information); (iii) modify or create derivative works based upon the Software in whole or in part except as authorized by AMG Quality Services LLC.; (iv) create interfaces to the Software without the express written approval of AMG Quality Services LLC; (v) merge the Software with any other software; (v) copy or emulate any portion of the Software; or (vi) take any other action inconsistent with AMG Quality Services LLC’s exclusive ownership of the Software. Notwithstanding the foregoing, all improvements or modifications to the Software and any AMG Quality Services LLC. proprietary associated materials made in whole or in part by User shall belong to AMG Quality Services LLC. and are hereby assigned to AMG Quality Services LLC.
User may not remove or obscure AMG Quality Services LLC. proprietary, patent, trademark, or copyright notices that have been placed on the Software and corollary materials.
User shall not use the Software in any way that violates any local, state, or federal law,
statute, or treaty of the United States or any other nation, including but not limited to the
posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other computer crime regulations, and the like. Furthermore, User agrees to fully comply with all export regulations of the United States and any other jurisdiction in which the Software is to be used.
User shall not use this Software in any manner that could damage, disable, overload or
impair the operation of this Web Site or its use by others.
2. DEFINITIONS
2.1. OEMS: The Quality Enterprise Management System owned and operated by AMG Quality Services, including all related updates, modifications, and enhancements.
2.2 User: PVH and its authorized employees, contractors, and agents who are granted access to and use the OEMS.
2.3 Data: Interpreted as information that PVH records stored, processed, or transmitted in digital in a form of CSV or JSON files and is subject to legal protections, rights, and responsibilities.
3. LICENSE GRANT
3.1. Subject to the terms of this Agreement, AMG Quality Services grants PVH a non-exclusive, non-transferable license to access and use the OEMS-Designed to Amaze during the term of this Agreement.
3.2. PVH agrees not to sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the OEMS-Designed to Amaze available to any third party.
4. TERMS AND TERMINATION**
4.1. This Agreement shall commence on the Effective Date and continue for a period of two (2) years unless terminated earlier in accordance with the terms herein.
4.2. Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [90] days after receipt of written notice.
4.3. Upon termination or expiration of this Agreement, PVH ‘ right to access and use the OEMS shall immediately ceased.
5. RENEWAL
5.1 The Parties acknowledge and agree that the pricing set forth in this Agreement is based on the current market conditions, and changes in market conditions may impact the economic feasibility of the services provided hereunder.
5.2 In the event the Parties wish to renew this Agreement at the end of the Initial Term or any subsequent renewal term, the pricing for the renewed term shall be subject to mutual agreement between the Parties.
5.3 The Parties agree to enter good-faith negotiations regarding the pricing for any renewal term. The negotiations shall take into consideration prevailing market conditions, changes in the cost of goods and services, and any other relevant factors that may impact the pricing of the services.
6. USER RIGHTS AND DATA OWERSHIP
6.1 PVH retains ownership of any data or content uploaded or created within the OEMS- Designed to Amaze Application. AMG Quality Services, respects PVH s’ privacy rights and agrees not to access, use, or disclose PVH s’ data without consent, except as required by law.
7. SERVICE AVAILABLITY AND ESCROW:
7.1 AMG Quality Services commits to maintaining reasonable service availability but acknowledges that interruptions may occur.
7.2 PVH may request the extraction of specific data sets from the OEMS-Designed to Amaze platform for its own purposes. The cost for all data extraction request shall be [$6,000], payable by PVH to AMG Quality Services within [15] days of receiving an invoice.
7.3 In the event of AMG Quality Services bankruptcy or failure to maintain the service, AMG Quality Services agrees to deposit the Data at cost identified in clause 7.2 in a mutually agreed account.
8. FEES AND PAYMENT**
8.1. PVH shall pay AMG Quality Services the fees as specified in Exhibit A attached hereto.
8.2. Fees are due [quarterly] in advance and shall be paid within [30] days of the invoice date for service continuity.
9. SUPPORT AND MAINTENANCE
9.1 AMG Quality Services shall provide reasonable technical support and maintenance for the OEMS during the term of this Agreement.
9.2 For system reliability, all necessary updates to the OEMS, HTML, Plugins and SSL shall be provided to PVH at no cost and without prior notice to PVH.
10. DATA PRIVACY AND SECURITY
10.1 AMG Quality Services shall take appropriate measures to protect PVH ‘s data and comply with applicable data protection laws.
10.2 AMG Quality Services shall notify PVH of any security incidents affecting PVH’s data and work promptly to resolve such incidents.
11. MISCELLANEOUS
This Agreement constitutes the entire agreement between PVH and AMG Quality Services concerning the subject matter herein. Any amendments or waivers must be in writing and signed by both parties.
11. CONTACT INFORMATION AND NOTICES
If PVH has any questions or concerns regarding this Agreement, please contact:
Legal: legal@amgqs.com
Business Development: sales@amgqs.com
Support: support@amgqs.com
By using or accessing the OEMS-Designed to Amaze, PVH acknowledges that PVH has read, understood, and agree to be bound by this Agreement.
12. CONFIDENTIALITY
12.1. Both parties agree to maintain a Mutual Non-disclosure agreement.
13. LIMITATION OF LIABILITY
13.1. In no event shall AMG Quality Services be liable to PVH for any indirect, incidental, consequential, special, or punitive damages.
14. GOVERNING LAW
14.1. This Agreement shall be governed by and construed in accordance with the laws of Texas. Any dispute arising from this Agreement shall be resolved in the courts of Harris County, TX.