Terms of Use

1. Interpretation and Definitions

1.1 Interpretation

Words with initial capitalized letters have meanings defined under the following conditions. Definitions apply whether in singular or plural form.

1.2 Definitions

“Account” means a unique account created for You or Your designated end-users to access the Service.

“Company” (referred to as “the Company”, “We”, “Us”, or “Our”) refers to AMS Environmental Management Corp., a corporation organized and existing under the laws of the Republic of the Philippines.

“Content” refers to text, operational logs, wastewater metrics, images, photos, site logs, or other uploaded, posted, or submitted by You to the Service.

“Device” means any mobile phone, smartphone, digital tablet, computer, or hardware authorized to access the Service.

“Environmental Laws” refers to all Philippine environmental statutes, rules, and regulations, including but not limited to the Philippine Clean Water Act of 2004 (Republic Act No. 9275) and its Implementing Rules and Regulations.

“Master Subscription Agreement” (MSA) refers to the commercial contract executed between the Company and the client/entity on whose behalf You access the Service.

“Service” or “Platform” refers to the O&M360 software application (iOS, Android, web portals), associated APIs, backend cloud infrastructure, databases, and digital monitoring services provided by the Company.

“You” or “User” means the individual accessing or using the Service, or the company/legal entity on behalf of which such individual accesses the Service.

2. Corporate Information & Regulatory Disclosures

In compliance with the Internet Transactions Act of 2023 (Republic Act No. 11967), the platform service provider details are as follows:

3. Acknowledgment & Right of Access

3.1 Binding Agreement: These Terms govern Your access to and use of O&M360. By downloading, installing, logging into, or using the Service, You agree to be bound by these Terms. If You disagree with any part, You may not access the Service.

3.2 Age Requirement: You represent that You are at least 18 years of age and possess full legal capacity to enter into this agreement.

3.3 Relationship to MSA: Your access is subject to an active Master Subscription Agreement (MSA) between the Company and Your employer/organization. Termination or suspension of the underlying MSA automatically terminates Your right to access O&M360.

4. Environmental Obligations & Operational Disclaimers

4.1 Statutory Compliance (RA 9275): O&M360 is strictly an informational monitoring, reporting, and advisory platform. Features may include the Dashboard; Operations Hub for Process Monitoring, Asset Maintenance and Task Management; Compliance Hub and Forms Library; User, Regulatory and Industry Profiles; WIS; MIMI Chat; OCR/VLM; AI-assisted extraction and guidance; reports, alerts and related functions. Available features, facilities, users, assets, usage allocations, support and record history depend on the selected plan or Order Form.

The provision of the Service does not shift, transfer, or discharge Your (or Your employer’s) primary legal obligations as a facility owner/operator under the Philippine Clean Water Act of 2004 (RA 9275) or DENR-EMB directives.

4.2 Emergency Overrides, Notifications & Human Verification: All overrides, notifications, alerts, status reports, operational logs, and other data must be reviewed, verified, and approved by an authorized human user before submission to O&M360. This requirement applies equally to manually entered and automatically generated information. Submission through O&M360 does not replace any notification or report required to be filed directly with the relevant authority. Users must maintain independent, manually executable emergency override and notification procedures at all times.

4.3 Accuracy of Inputs: The insights, automated responses, and engineering recommendations generated by O&M360 depend entirely on the operational status, water test parameters, and data uploaded by You. The Company disclaims all liability for incorrect system diagnoses, environmental fines, or facility shutdowns resulting from inaccurate, delayed, or falsified Content submitted by You.

5. User Accounts & Mobile App Permissions

5.1 Credential Security: You are responsible for maintaining the confidentiality of credentials used to access O&M360. You must immediately notify the Company upon becoming aware of any unauthorized account access.

5.2 Mobile Hardware Permissions: To enable core operational features of O&M360, You grant the application express permission to access hardware features on Your Device, including:

• Camera: To capture images/photos of water parameters, equipment dials, and facility status logs.
• Push Notifications: To receive real-time operational alerts, system maintenance schedules, and status warnings.

O&M360 does not require permission to access Your Device’s location services. Facility address and other location details are still required as information that You enter into the Service.

6. Intellectual Property & Data Ownership

6.1 Software Ownership: The O&M360 Service, its original source code, user interface, software design, features, algorithms, trade secrets, and branding are and will remain the sole and exclusive property of the Company.

6.2 Raw Data Ownership: You retain ownership of all raw facility parameters, operational logs, and field reports uploaded to the Service (“Client Data”).

6.3 Aggregated Data Rights: You grant the Company a perpetual, worldwide, non-exclusive, royalty-free license to access, aggregate, analyze, and anonymize Client Data for the purpose of improving O&M360 algorithms, enhancing wastewater engineering models, maintaining platform security, generating anonymized industry benchmarks and those as may be necessary to provide, secure, support and administer the Service and as otherwise lawfully authorized in the Privacy Notice, Data Processing Agreement or a separate valid choice. You must have authority and a lawful basis for the Client Data you supply.

7. Data Privacy (Republic Act No. 10173)

Your access to and use of the Service is subject to the Company’s Privacy Policy. Pursuant to the Data Privacy Act of 2012 (RA 10173):

7.1 Company as PIC: The Company acts as a Personal Information Controller (PIC) regarding data collected directly for user account creation, billing, customer support, platform security, and authorized service communications.

7.2 Company as PIP: The Company acts as a Personal Information Processor (PIP) when processing customer-controlled personal data and/or information uploaded to or processed within the Platform, handling such data strictly pursuant to the documented instructions of the Client under the applicable Data Processing Agreement (DPA).

8. Telecommunications & Network Disclaimer

You acknowledge that mobile reporting via O&M360 requires active Internet and cellular connectivity. The Company shall not be held liable for failure or delay in uploading operational reports, alerts, or notifications caused by localized cellular dropouts, ISP network interruptions, or third-party cloud infrastructure downtime.

9. Trial Periods and Subscription Terms

9.1 Free Trials: Any trial period offered by the Company begins and ends on the exact dates displayed prior to activation. The activation interface shall explicitly state included limits, whether a payment method is required, whether conversion to a paid tier is automatic, future recurring charges, and the cancellation deadline.

9.2 Paid Subscription Plans: Subscription plans for O&M360 may be offered on a monthly, quarterly, semi-annual, or annual basis. Prior to payment confirmation, the platform or Order Form shall display: (a) the selected plan tier; (b) covered billing period; (c) limits on facilities, users, or features; (d) total price; (e) applicable tax treatment (including Philippine VAT and EWT); (f) renewal rules; and (g) cancellation and data-retrieval policies.

9.3 Conflict of Terms: In the event of any conflict or inconsistency between general marketing materials and the specific terms displayed at checkout or executed in a formal Order Form, the checkout terms or Order Form shall control.

10. Renewal, Cancellation, and Refunds

10.1 Recurring Charges: The Company does not impose recurring subscription charges. Subscriptions do not renew automatically; each paid term is purchased separately, and You renew manually by purchasing a new term.

10.2 Cancellation Cutoff: You may cancel Your subscription at any time before Your current paid term ends through the in-app billing panel, account portal, or verified email support channel. You retain access to the Service through the end of Your current paid term, and no further charge is made.

10.3 Refund Policy: Cancellation does not entitle You to retroactive or pro-rata refunds unless explicitly provided in an applicable Order Form, Refund Policy, or mandatory Philippine statutory law. Mandatory consumer remedies for software non-conformity or verified unauthorized charges remain available under applicable law.

11. Payments and Taxation

11.1 Payment Obligations: You agree to pay all valid subscription fees and applicable taxes shown at checkout or set forth in the Order Form.

11.2 Payment Card Security: All payment card details are processed directly by authorized, PCI-DSS compliant third-party payment gateways. The Company retains only necessary transaction reference numbers, payment statuses, and basic audit logs.

11.3 Overdue Accounts: The Company reserves the right to suspend paid features for overdue, undisputed fees after providing reasonable written notice and a cure period, subject to applicable enterprise agreement terms.

12. Service Changes, Availability, and Support

12.1 Platform Modifications: The Company reserves the right to improve, modify, or discontinue specific features, third-party integration vendors, or software models. Material adverse changes to core functionality will receive reasonable advance notice.

12.2 Maintenance & Downtime: Planned maintenance, security patches, and emergency incidents may temporarily affect platform availability. General support response targets do not constitute binding warranties or service level guarantees unless set forth in a separate, written Service Level Agreement (SLA).

12.3 Protection of Prepaid Core Services: The Company will not materially reduce prepaid core features during an active fixed subscription term without providing an appropriate remedy or workaround, except where required by emergency, platform security, or legal/regulatory mandates.

13. Account Suspension and Termination for Cause

13.1 Grounds for Suspension: The Company may proportionately restrict, block, or suspend access to O&M360 immediately and without prior liability in the event of: (a) a credible security threat or cyber attack; (b) illegal, fraudulent, or unauthorized use of the platform; (c) material breach of these Terms; (d) non-payment of undisputed fees following notice; or (e) a binding order from a court, administrative body, or regulatory authority (e.g., DENR, NPC, DTI).

13.2 Notice and Restoration: Where practicable and safe, the Company will notify You of the restriction, limit the suspension to affected accounts or features, and restore access promptly once the underlying cause is resolved. The Company reserves the right to preserve relevant system logs and data evidence for legal hold or regulatory investigation purposes.

14. Indemnification and Corporate Liability Shield

14.1 Customer Indemnification: You agree to defend, indemnify, and hold harmless the Company, its directors, officers, employees, and agents from and against any third-party claims, liabilities, damages, losses, non-compliance administrative fines, or legal expenses arising out of or related to: (a) unlawful, inaccurate, or falsified Content uploaded to O&M360; (b) unauthorized or prohibited use of the Service; or (c) Your operational, dosing, safety, wastewater discharge, or regulatory compliance decisions. This indemnity shall not apply to the extent the claim is caused directly by the Company’s material breach, gross negligence, unlawful acts, or willful misconduct.

14.2 No Personal Liability: All contractual obligations under these Terms are solely those of AMS Environmental Management Corp. You expressly agree that founders, shareholders, directors, officers, personnel, and contractors of the Company shall have no personal contractual liability arising out of or related to the provision of the O&M360 platform solely by virtue of their corporate role, without prejudice to non-waivable personal liability for fraud, criminal acts, or intentional misconduct under applicable Philippine law.

15. Termination, Data Export, and Purge Protocols

15.1 Termination for Cause: Either party may terminate access to the Service for material breach upon providing written notice and a reasonable thirty (30) day opportunity to cure. Either party may terminate immediately if the breach is unlawful, poses an imminent safety or security threat, or is incurable.

15.2 Post-Termination Data Export: Upon expiration or termination of access for any reason, Client Data will remain available for export through the O&M360 portal for a grace period of thirty (30) calendar days, unless a different retention window is specified in an active Enterprise Master Subscription Agreement.

15.3 Irreversible Deletion & Backup Cycles: Following the expiration of the thirty (30) day export window, the Company reserves the right to permanently delete or irreversibly de-identify active copies of Client Data. Residual encrypted backup copies may persist in system disaster recovery rotations for a maximum of ninety (90) calendar days post-termination, subject to verified system configurations, legal holds, or statutory retention requirements under Philippine law.

15.4 Client Duty for Environmental Records: You acknowledge and agree that You retain sole statutory responsibility for exporting, downloading, and preserving all historical wastewater parameters and operational reports required by permits, environmental compliance certificates (ECC), DENR-EMB directives, or Philippine Environmental Laws.

16. Copyright & IP Infringement (Republic Act No. 8293)

We respect intellectual property rights in accordance with the Intellectual Property Code of the Philippines (Republic Act No. 8293). If You believe that any Content on O&M360 infringes upon Your copyright, You may submit a notice to our designated agent at support@om360app.com containing:

1. A physical or electronic signature of the copyright holder or authorized representative;
2. Identification of the copyrighted work claimed to have been infringed;
3. Description of where the alleged infringing material is located on the Service; and
4. Your address, contact telephone number, and official email address.

17. Limitation of Liability

To the maximum extent permitted under Philippine law, in no event shall the Company, its directors, employees, or suppliers be liable for any indirect, incidental, special, or consequential damages whatsoever (including damages for loss of profits, facility shutdown costs, environmental contamination fines, business interruption, or loss of data) arising out of or in any way connected with the use or inability to use the Service.

Subject to non-waivable laws and the terms of this Agreement, each party’s total aggregate monetary liability for all direct claims or causes of action arising out of or related to the affected Service shall not exceed the total subscription fees paid or payable by You to the Company for that Service during the six (6) months immediately preceding the first event giving rise to the claim (or, if the active subscription term prior to the claim is less than six (6) months, an amount equal to six (6) times the average monthly subscription fee paid or payable during such shorter term), or Five Thousand Philippine Pesos (PHP 5,000.00) in the case of any free or trial Service. Liability arising directly from a material breach of confidentiality, applicable privacy or data security obligations, or infringement of the other party’s intellectual property rights shall be subject to an enhanced cap equal to two times (2x) the general liability cap set forth above.

The limitations in this Section shall not apply to or excuse Your obligation to pay valid fees due, the immediate cessation of unauthorized processing or prohibited platform use, compliance with binding regulatory or court orders, or any liability arising from fraud, gross negligence, or statutory responsibilities that applicable law does not permit the parties to limit.

18. “As Is” and “As Available” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, the Company disclaims all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

19. Governing Law and Dispute Resolution

19.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

19.2 Amicable Settlement: The parties shall first attempt to resolve any dispute, controversy, or claim arising out of this Agreement through good-faith informal negotiations.

19.3 Exclusive Venue: If an informal resolution is not reached within thirty (30) days, any legal action, suit, or proceeding arising out of or relating to these Terms shall be instituted exclusively in the proper courts of Sta. Rosa, Laguna or Makati City, Manila to the exclusion of all other courts.

20. Amendments

We reserve the right to modify these Terms at any time. Material changes will be notified via in-app push notification or email at least thirty (30) days prior to taking effect. Continued use of the Service after revisions become effective constitutes agreement to the updated Terms.

21. Contact Information

For questions or legal notices regarding these Terms of Use, please contact AMS Environmental Management Corp. through the following details: