These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Ams Services”).
1. NATURE OF SERVICES
1.a AMS is only a provider of an online platform or facility through which registered users can connect with an accredited and Licensed Physician for Consultation or medical advice. AMS is neither engaged in the practice of the medical profession nor a provider of healthcare services. For avoidance of doubt, AMS is an interconnectivity platform.
1.b AMS does not and will not recommend or endorse any specific tests, prescriptions, advice, and/or recommendations made by the accredited and Licensed Physician. AMS has absolutely no involvement, participation, or connection in the User’s interaction and medical Consultation with the accredited and Licensed Physician. Any correspondence between the User and the accredited/licensed Physician is strictly between the user and the accredited/licensed Physician.
1.c Licensed Physicians using the AMS platform are not employees of AMS but are independent professionals or contractors. They are solely and directly responsible for any communication, advice, recommendation, assessment, prescription, or other medical services rendered to the User, including its appropriateness and quality thereof. The use and access of the AMS Platform and Services do not constitute a doctor-patient relationship between the User and AMS. AMS shall be held harmless from any claim, liability or action which may arise by reason of or in connection with the User’s consultation with the Licensed Physician.
1.d The choice to use the AMS Platform and its Services is voluntary on the end of the User and of their own choice and free will. AMS does not represent or guarantee that the medical consultation made through the AMS Platform is the appropriate method or course of treatment for the User’s concern.
KINDLY READ THESE TERMS VERY CAREFULLY. Your acts of navigating, browsing, accessing, registering for or otherwise using AMS Services, the App or the platform will be treated as your acknowledgment of these Terms and that you have read, understood, and further agree to be bound, in your own capacity and/or your capacity as a representative of a juridical entity, to these Terms. Should you not be agreeable to these Terms, do not navigate, browse, access, register for or use AMS Services or the App altogether.
Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Ams Services to anyone who violates these Terms. Furthermore, it is upon the discretion of the supplier to extend a free trial of the Ams Services.
Primary means for accessing and using the Ams Services, subject to payment based on subscribed plans.
any action done inside the app and on the website which may be related to appointments, patient records, billing, queue,
the set of rights and privileges on the Web Site assigned to a User or Sub-User by the supplier
a natural or legal person who has accepted these Terms with the Supplier;
Files and any other digital data and information, which is subjected to the Ams Services or otherwise inserted to the System by the Client (including the specific Users, Patients, persons, Organizations, Patient information, Patient HealthRecords, Patient Notes, Appointments, and Billings associated with the Client);
any data and information available through Ams Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;
regular payment for using the activated Account;
documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Client, and usually associated with a particular Deal, Person or Organization;
temporary access for the purposes of trying out the Web Site and Ams Services in accordance with any selected Plan without paying a Fee;
additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Ams Services;
Ams ,private limited company established under the laws of the Republic of the Philippines, having its principal place of business at Rm 204, 2nd flr., Valley High Commercial bldg.., Microtel, National Highway, General Santos City
the visual interfaces, graphics, design, systems, methods, information, computer code, software, services , organization, compilation of the content, code, data, and all other elements of the Ams Services;
the Web Site, Services, System, Content, Platform and all content, services and/or products available on or through the Platform;
various criteria related to the use and functionality of the Ams Services and on which the Fee is based;
any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;
as the context requires, Ams or www.im-ihcs.com; and collectively, the “Suppliers”;
System the integrated cloud computing solution for providing the Ams Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
a natural person granted with the Authorization to use the Account on behalf of a Client;
the compilation of all web documents (including images, php and html files) made available via www.ams.com / www.iam-ihcs.com or its sub domains or domains with identical names under other top domains and owned by Supplier.
The Terms are accepted as soon as one of the following occurs first:
a. the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or
b. for those Ams Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without Supplier’s prior written consent, access the Ams Services (i) for production purposes, (ii) if you are a competitor of Ams, (iii) to monitor the availability, performance or functionality of the Ams Services or (iv) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided for herein.
4. Modifications to Terms
Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Ams Services. Please check these Terms periodically for changes. Your continued use of the Ams Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Ams Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.
5.Responsibility of provider
a. Providing and Making Available AMS Services to Clients. The Provider will endeavor at all times, as far as practicable, to make available to all AMS Services Clients/Users the following: (a) remote support and troubleshooting available during business hours, and does not cover hardware issues (with the exception of cases where hardware was procured by Client from the Provider), (b)optional on-site support which may be billable to the Client/User, (c) the AMS App, Materials, Services, Website, Content and Client Data, for 24 hours a day, 7 days a week, with the exception of the following cases, namely: (1) planned server downtime (in which case Provider will give advance notice through and pursuant to System Updates), and (2) service unavailability brought about by causes removed from the control of the Provider, including but not limited to the following: fortuitous events or acts of god or any other natural calamity, acts of government, terrorism, labor problems, civil unrest, default/delay/failure on the part of internet service provider, cyber-terrorism (e.g. deliberate denial of service attack or hacking), or suspension/removal of Client’s account when the Provider determines that there has been an uncorrected act of misuse of AMS Services attributable to the Client/User.
b. Client Data Protection and the Data Privacy Act of 2012. The Provider will maintain administrative, physical and technical fail-safes for the protection of the security, confidentiality and integrity of Client Data in full accordance with the Data Privacy Act of 2012. Such safeguards will contain features to limit viewing, accessing, using, modifying or disclosing of Client Data by the Provider personnel except (a) to ensure continued availability of AMS Services, (b) to provide technical support and troubleshooting, (c) when Provider is directed to act otherwise by legal process, court order, or any governmental act, or (d) express consent in writing by the Client or user concerned.
5. Using the Ams Services
5.1 Establishing an Account. Certain features, functions, parts or elements of the Ams Services can be used or accessed under a branch. Any person who wishes to create an account or a branch must complete the offline registration form sign-up or any other electronic means as directed or provided by the supplier Each Client/s may be under one branch.
A User or Sub-Users may be associated with multiple Clients and Accounts. Deleting a User or Sub-Users from one Account will not remove the User or Sub-Users from the Platform if he/she is connected to multiple Accounts.
The Client and any User or Sub-Users associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users, Sub-Users or Account and keep it up to date.
5.2 Logging Into an Account. Supplier shall provide Client with a username and password (“Login Credentials”) for be used to log in to its Account. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Supplier:
a. of any disclosure, loss or unauthorized use of any Login Credentials;
b. of a User’s departure from the Client’s organization;
c. of a change in a User’s role in the Client’s organization;
d. of any termination of a User’s right for any reason.
5.3 Termination of Account. Client may terminate these Terms at any time. Supplier shall permanently delete the Account as soon as reasonably practicable after the effective date of the termination.
5.4 Fees. The use of an Account is subject to a Fee. It is upon the discretion of the supplier to extend free use of the platform, or based on separate agreements outside of this terms. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.
5.6 Free Trial. It will be upon the discretion of the supplier to extend access intended for free trial.
6.1 Payment for the monthly subscription shall be arranged between the user and the supplier either by bank to bank transactions, cheque or credit card options.
6.2 Invoice. Client will be issued a manual invoicing or in electronic form for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
7. Client data
7.1 Uploading Client Data to Platform. If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, Sub-Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Ams Services. By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data. The Client is responsible for ensuring that:
a. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Supplier, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful; and
b. the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
7.2 No Guarantee of Accuracy. Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Ams Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Supplier, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Ams Services, as well as for any actions taken by the Suppliers or other Clients or Users as a result of such Client Data.
7.3 Exposure to Other Client’s Client Data. A Client may, in certain circumstances, allow Supplier to expose their Client Data to other Clients or Users for training and marketing purposes. You understand that Supplier cannot, and does not, review all Client Data and does not endorse any Client Data. You further understand and acknowledge that you may be exposed to other Client’s Client Data that is inaccurate, misleading, offensive, indecent, or objectionable. Supplier shall not be responsible for any Client Data, including, without limitation for the accuracy, completeness, relevancy, content of any Client Data.
7.4 Unlawful Client Data. Supplier is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Client Data is unlawful, Supplier has the right to:
a. notify the Client of such unlawful Client Data;
b. deny its publication on the Web Site or its insertion to the System;
c. demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
d. temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.
If Supplier is presented convincing evidence that the Client Data is not unlawful, Supplier may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.
In addition, in the event Supplier believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.
Without limiting the generality of the preceding sentence, Ams complies with the Digital Millennium Copyright Act, and will remove Client Data from the Platform upon receipt of a compliant takedown notice.
7.5 Compelled Disclosure. Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
8.1 Use of the Ams Services. Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Ams Services to:
a. collect, store and organise Client Data, such as add new Patients, create Appointments, create Vitals, Health Records, Doctor’s Notes, Messages; add new Users and Sub-Users and grant them Authorizations;
b. modify and delete Client Data;
c. customise the standard features of the Ams Services;
d. receive reasonable help and guidance and from Supplier regarding the use of the Ams Services.
8.2 Technical Support. Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are:
a. instant messaging,
c. onsite inquiry
8.3 Modifications to Service. Supplier reserves the right to modify the Ams Services or any part or element thereof from time to time without prior notice, including, without limitation:
a. rebranding the Ams Services at its sole discretion;
b. ceasing providing or discontinuing the development any particular Ams Service or part or element of the Platform temporarily or permanently;
c. taking such action as is necessary to preserve Supplier’s rights upon any use of the Ams Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Ams Services, will become effective thirty (30) days before the effective date of such modification.
If the Client does not accept the modification, the Client shall notify Supplier before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Ams Services, or any part or element thereof, after effective date of modifications shall indicate its consent to the modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Ams Services, or any part or element thereof.
9.1 Prohibited Activities. Client and its authorized Users may use the Ams Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
a. use the Ams Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
b. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Ams Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;
c. use the Ams Services or any part or element thereof unless it has agreed to these Terms.
9.2 Certain Uses Require Supplier Consent. The Client or any User may not, without Supplier’s prior express written consent;
a. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Ams Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
b. use the Ams Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created.
11. Intellectual Property Rights
11.1 All content appearing on the AMS Platform, including, but not limited to, the design, layout, registered trademarks and service marks, images and videos, are owned by AMS and its affiliates and are covered and protected by all applicable intellectual property laws. All rights and title to the content belong to AMS and its affiliates.
User is prohibited to alter, obscure, infringe, or remove any copyright or trademark appearing in the AMS Platform. Likewise, User may not reproduce, duplicate, copy, sell, trade, or exploit for commercial gain any component of the AMS Platform
11.2 Content Owned by Ams. Subject to these Terms and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Ams Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Ams Services or as otherwise permitted by applicable law.
12 Client data.
12,a. Supplier may use Client Data in an aggregated and anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display Client Data without Client’s written consent. Supplier respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Ams Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for Supplier’s commercial, marketing or any similar purpose. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Ams Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Ams Services operate, and to create new features and functionality in connection with the Ams Services in the sole discretion of Supplier.
12.b. Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Ams Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Ams Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Supplier’s or any Ams Licensee’s use of such Client Data pursuant to these Terms, and Supplier’s or any Ams Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Ams Services Client has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Client and Supplier otherwise agree.
12. Accuracy of Data Not Guaranteed. The Provider does not guarantee the accuracy of Client/User Data with respect to any and all information contained therein, and strongly recommends that Clients defer any transmission, submission or posting prior to a conscious and advertent review of the Data to be uploaded, posted or otherwise made available through the AMS Website or App. By the same token, the Client and not the Provider, assumes total responsibility for all Client/User Data uploaded or posted, as well as any action taken by the Provider or other AMS Clients as a result of such Client/User Data.
13. Feedback. If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the Ams Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Ams Services. Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
14.. LIMITATIONS ON USE AND DISCLAIMER OF WARRANTIES
User agrees to download, install, access, and/or use the AMS Platform at his/her own option. AMS Platform is provided on an “AS IS, WHERE IS” basis. AMS expressly disclaims all representations and warranties, whether express, implied, or statutory, including but not limited to any warranties of merchantability, fitness for a particular use or purpose and non-infringement. User accepts and acknowledges that the AMS Platform does not warrant:
o Timely, uninterrupted, secure, and error-free access and use of the AMS Platform and Services;
o Reliable, suitable, effective, accurate, and/or complete services, information, and/or content gathered using the AMS Platform;
o Error-free and/or defect-free, including loss of data resulting from delay, service in the AMS;
o Virus-free or non-harmful components in the AMS Platform and that any item or content obtained therefrom will be according to the requirements and expectations of the User.
User agrees to indemnify and hold AMS, including its affiliates, directors, officers, stockholders, agents, representatives, employees, personnel or staff, from any and all claims, demands, losses, liabilities, expenses, and attorney’s fees arising out of or in connection for/with:
o The improper use of the AMS Platform and its Services;
o The breach or violation of any of the terms and conditions of this Agreement; and
o The violation of any rights of any third party.
15. Limitation of Liability
15.1 No Liability: Supplier shall not be liable to the Client or User or Sub-User for any consequences resulting from:
a. any modifications in these Terms, calculation and rates of Fees, the Ams Services, Ams Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Ams Services or Ams Material;
b. deletion of, corruption of, or failure to store any Client Data;
c. use of Client Data by the Client or any of the Users associated with the Account;
d. upgrading or downgrading the current Plan;
e. any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User or Sub-User due to Client’s failure to keep them confidential;
f. the Client’s use of the Account or the Ams Services by means of browsers other than those accepted or supported by the Supplier;
g. the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Ams Services or any part or element thereof;
h. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Ams Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
i. the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:
a. provide Supplier with accurate information about the Client, Users, Sub-User or Account;
b. notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
c. provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier’s negligence, breach if these Terms or otherwise);
d. ensure the lawfulness of the Client Data;
e. obtain the necessary rights to use the Client Data; or
f. abide by any of the restrictions described in these Terms.
15.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AMS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE AMS SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
15.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
16. Termination of These Terms
AMS reserves the right to suspend and/or terminate User’s access and use of the AMS Platform and its Services upon breach of any terms and conditions of this Agreement or for any ground or reason it deems proper and reasonable.
16.2 Effect of Termination. Upon termination of these Terms;
a. Supplier shall deactivate and permanently delete the Account, as soon as reasonably practicable after the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.
b. Client must:
1. stop using and prevent the further usage of the Ams Services, including, without limitation, the Platform;
2. pay any amounts owed to Supplier under these Terms; and
3. discharge any liability incurred by the Client before under these Terms prior to their termination; and
If Supplier terminates these Terms as a result of an uncured breach by a Client or User or Sub-User, Supplier is entitled to use the same or similar remedies against any other persons who use the Ams Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Ams Services.
If Supplier has reasonable grounds to believe that the Client’s or User’s use of the Ams Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
17.2 Governing Law and Jurisdiction. In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. In the event of a dispute arising from the enforcement of these Terms, all parties acknowledge that, after efforts to reach amicable settlement shall have failed, legal remedies may be brought before the courts of competent jurisdiction in General Santos City, Philippines, to the exclusion of all others.
18. General Provisions
18.1 Relationship of the Parties. The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
18.2 Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
18.3 Assignment. Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
18.4 No Waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.