SOFTWARE SERVICE AGREEMENT
This Software 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 (“AMGQS”), and any user(s) who accesses the system (hereinafter referred to as “User(s)”).
1. BACKGROUND
AMG Quality Services LLC owns and operates a Quality Enterprise Management System (OEMS- Designed to Amaze) known as “OEMS”, a comprehensive software solution designed for quality and HSE management system purposes.
Users desire to use the OEMS-Designed to Amaze, and AMG Quality Services LLC 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 OEMS and any of the materials hosted on OEMS (including all software, formulas, pages, database tables, process flow, and technology) belong to AMG Quality Services LLC. AMGQS reserves the right at any time, without liability or prior notice, to change the features or characteristics of OEMS or any of the material hosted on OEMS. 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 OEMS and related documentation, including any derivative works, modifications, updates, and enhancements thereto (hereinafter referred to as “Software”).
By accessing or using the OEMS, User(s) agree to the terms and conditions set forth in this Agreement. If User(s) do not agree to these terms, they must not access or use the system.
“USER” and its users are hereby granted a non-exclusive, non-assignable, and non-transferable license to use the Software posted on the dedicated domain in accordance with the terms of this Agreement and the OEMS-Designed to Amaze terms of service located at https://www.amgqs.com/terms-of-service/.
If you do not agree to the terms of this Agreement do not use OEMS.
AMG Quality Services LLC established in the State of Texas, USA grants it’s “Users” a revocable, non-exclusive, non-transferable, limited license to use the application solely for its business, 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.
User 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 the Software or its use by others.
2. DEFINITIONS
- OEMS: The Quality Enterprise Management System owned and operated by AMG Quality Services LLC, including all related updates, modifications, and enhancements.
- User: Authorized employees, contractors, and who are granted access to and use the OEMS.
- Data: Interpreted as information, data, and records that “Users” store, process, or transmit in a digital form such as CSV or JSON files and are subject to legal protections, rights, and responsibilities.
3. LICENSE GRANT
- “Users” 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
- This Agreement shall commence on the Effective Date and continue for a period of two (2) years (Initial Term identified in purchase order or executed contract) unless terminated earlier in accordance with the terms herein.
- 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.
- Upon termination or expiration of this Agreement, “Users’ right to access and use the OEMS shall immediately ceased.
- In the event of termination, User(s) shall be responsible for paying a termination fee, the amount of which will be determined and communicated by AMG Quality Services LLC at the time of termination. The termination fee will be based on factors such as the remaining duration of the subscription term, outstanding payments, and any costs incurred by AMG Quality Services LLC to facilitate the termination process, including data extraction or account closure services. User(s) agree to settle the termination fee within [15] days of receiving the termination invoice.
5. RENEWAL
- 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.
- In the event the Parties wish to renew this Agreement, a written notice of renewal must be received 90 days prior to the end of the Initial Term or any subsequent renewal term by AMGQS. The is pricing for the renewed term shall be subject to mutual agreement between the Parties.
- 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 OWNERSHIP
6.1 Users retains ownership of any data or content uploaded or created within the OEMS- Designed to Amaze Application. AMGQS respects “USER”’ privacy rights and agrees not to access, use, or disclose Users’ data without consent, except as required by law.
7. SERVICE AVAILABLITY AND ESCROW:
- AMGQS commits to maintaining reasonable service availability but acknowledges that interruptions may occur.
- User may request [PB1] the extraction of specific data sets from the OEMS-Designed to Amaze platform for its own purposes. If this Agreement is terminated prior to the end of the initial term or any renewal term, the cost for all data extraction request shall be [$10,000]. If AMGQS does not receive a written renewal notification as stated in Clause 5.2 and the Agreement expires at the end of its term, the cost for all data extraction request shall be negotiated between the parties. The billed extraction fees are payable by “User” to AMGQS within [15] days of receiving an invoice.
- In the event of AMGQS’ bankruptcy or failure to maintain the service, AMGQS agrees to deposit the Data at no cost in a mutually agreed account.
8. FEES AND PAYMENT
- “USER” shall pay AMGQS the fees as offered.
- Fees are due [quarterly] in advance and shall be paid within [30] days of the invoice date for service continuity.
9. SUPPORT AND MAINTENANCE
- AMGQS shall provide reasonable technical support and maintenance for the OEMS during the term of this Agreement.
- For system reliability, all necessary updates to the OEMS, HTML, Plugins and SSL shall be provided to “USER” at no cost and without prior notice to “USER”.
10. DATA PRIVACY AND SECURITY
- AMGQS shall take appropriate measures to protect “USER”’ data and comply with applicable data protection laws.
- AMGQS shall notify “USER” of any security incidents affecting “USER”’ data and work promptly to resolve such incidents.
11. MISCELLANEOUS
This Agreement constitutes the entire agreement between “USER” and AMGQS concerning the subject matter herein. Any amendments or waivers must be in writing and signed by both parties.
11. CONTACT INFORMATION AND NOTICES
If “USER” 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, “USER” acknowledges that “USER” has read, understood, and agrees to be bound by this Agreement.
12. CONFIDENTIALITY
- Both parties agree to maintain a Mutual Non-disclosure agreement.
13. LIMITATION OF LIABILITY
- In no event shall either party be liable to the other party for any indirect, incidental, consequential, special, or punitive damages.
14. GOVERNING LAW
- 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.
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