> For the complete documentation index, see [llms.txt](https://swimplify.gitbook.io/toneroom/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://swimplify.gitbook.io/toneroom/agreement-and-terms-of-use.md).

# Agreement & Terms of Use

## 1. Definitions

a. "SaaS" means the delivery of the Software over the Internet, as a service, with remote hosting and management of the Software by Company.

b. "Software" means the software application(s) provided by Company, including any updates, upgrades, and enhancements.

c. "Service" means the SaaS provided by Company to Client.

## 2. **Service Provided**

Provider agrees to provide access to its Software as a Service ("SaaS") solution to Client for use in Client's business operations.

## 3. **Ownership**

Client acknowledges that Provider retains all rights, title, and interest in and to the SaaS solution, including any modifications, enhancements, or improvements made to the solution during the term of this Agreement.

## 4. **Subscription Term**

The subscription to the SaaS solution shall commence upon the date of this Agreement and shall continue on a month-to-month basis unless terminated by either party in accordance with the terms herein.

## 5. **No Lock-In Contract**

Client acknowledges and agrees that this Agreement does not impose any lock-in contract, and Client may terminate the subscription at any time by providing written notice to Provider.

## 6. **Payment Terms**

Client agrees to make all payments in a timely manner. Payments shall be made monthly and are due in advance of each billing cycle. Failure to make payments on time may result in the suspension or termination of access to the SaaS solution.

## 7. **Automatic Payment Failure Handling**

Client acknowledges that Provider's system automatically disables access to the SaaS solution in the event of payment failure. Client agrees to promptly rectify any payment issues to avoid disruption to the service.

## 8. **Purchase Option**

In the event that Client wishes to terminate the subscription and migrate the solution to their own hosting system, Client may exercise the option to purchase the solution from Provider. The purchase price shall be mutually agreed upon by both parties and shall be payable upon termination of the subscription.

## 9. **Future Enhancements**

Client acknowledges that any future enhancements or upgrades to the SaaS solution beyond the initial release may result in an increase in the monthly subscription fee. Provider shall notify Client of any changes to the subscription fee at least 30 days prior to the implementation of such changes.

## 9. **Termination**

Either party may terminate this Agreement upon written notice to the other party. Upon termination, Client's access to the SaaS solution will be disabled, and Client shall cease all use of the solution.

## 10. **Confidentiality**

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement.

## 11. **Limitation of Liability**

In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement.

## 12. **Entire Agreement**

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

## 13. **Governing Law**

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Australia. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Commercial Arbitration Act 2010.