Terms of Service

These terms govern your use of the Loon AI® platforms, systems, tools, and services. Please read them carefully.

Effective Date: April 6, 2026

Please read these terms of service (“Terms of Service”) and the Products and Services Description (collectively, this “Agreement”) carefully. This Agreement is between you and Loon, Inc. and its affiliates (“Loon,” “we,” “us,” or “our”) and governs your access to and use of our Services and Software, unless you and Loon have entered into a written Services and License Agreement or similar form of agreement (“SLA”), in which case such SLA will govern your access to and use of the Services and Software and not these Terms of Service. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to singularly bind that legal entity to this Agreement. All references to 'you' and 'your' in this Agreement mean the person accepting this Agreement as an individual or, where applicable, the legal entity on whose behalf the representative is acting, and include their respective permitted successors and assigns. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined, in the Products and Services Description, or in Section 1 below.

We may provide the Services and Software through Loon, Inc., our affiliate(s), or both. You may only use the Services and Software in accordance with the terms and subject to the conditions of this Agreement.

READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 29, that you and Loon will arbitrate certain claims instead of going to court and that you will not bring class-action claims against Loon; (ii) in Sections 17 and 19, that certain terms and conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in Section 25, that Loon may make modifications, deletions, and additions to these Terms of Service and our Products and Services Description; and (iv) in Section 28, that you release Loon from, and waive your right to recover from Loon, certain damages. You acknowledge that you will only create an account or otherwise use the Services and Software if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and Loon.

1. DEFINITIONS

The following definitions apply to this Agreement. Service and Software specific definitions are located in Loon’s Products and Services Description.

“Customer Data” means any information provided to Loon, including all Inputs (as defined in Section 15.2) so that Loon can fulfill the terms of this Agreement and provide access to the Services. Customer data also includes your company name, billing address, taxpayer ID number, VAT registration number, contact name and information.

“End User” means any individual who accesses or uses the Services or Software under your account, whether or not such individual has their own account, including your employees, contractors, agents, and any other individuals you authorize or permit to access the Services or Software on your behalf or on behalf of the legal entity you represent.

“Initial Subscription Term” means the initial subscription term for a Service or Software as specified in an Order.

“Law” means any applicable federal, national, provincial, state, territorial, or local law, statute, treaty, regulation, rule, ordinance, order, decree, directive, judgment, or binding administrative ruling or guidance of any governmental or regulatory authority having jurisdiction over a party, the Services, the Software, or the subject matter of this Agreement, in any applicable jurisdiction.

“Loon Web-based Application” means Loon’s web client available through the Loon Website that allows you to utilize Loon’s Services without downloading any plugins or software.

“Loon Website” means Loon’s website located at https://loonbio.com/ or such other website as Loon may maintain from time to time.

"Order"means any subscription or licensing transaction for Services or Software entered into by you and Loon, whether completed through Loon's online platform or via a written ordering document approved and authorized by Loon. Each Order is subject to the terms of this Agreement and may contain additional or different terms, conditions, and pricing as authorized and agreed to by Loon. For the avoidance of doubt, an Order may take the form of an online checkout transaction, a countersigned written order document, or such other ordering mechanism as Loon may make available from time to time.

“Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights.

“Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order.

“Services” means (i) any products or services described in the Products and Services Description and made available to you as set forth in an Order that references this Agreement, (ii) any free services provided by Loon to you, in its sole discretion, in connection with this Agreement and whether or not described in the Products and Services Description, (iii) any support services provided by Loon to you in accordance with our then-current Documentation, an Order that references this Agreement, or both, and (iv) the Loon Website, including any access to or use of any Loon Web-based Application.

"Software" means any Loon proprietary software, application, code, library, application programming interface (API), software development kit (SDK), algorithm, or other software component described in the Products and Services Description, or in connection with Services, made available by Loon to you, whether accessed through download or installation on a compatible device, through a web-based interface, through an API or SDK integration, or through any other delivery mechanism. Software includes any updates, upgrades, patches, bug fixes, new releases, or modifications thereto that Loon makes available to you during the applicable Initial Subscription Term or then-current Renewal Term. Software does not include Third-Party Offerings (as defined in Section 23), except to the extent such third-party components are incorporated by Loon into the Software and made available to you as part of the Services or Software.

2. ACCOUNT INFORMATION; SHARING

2.1. Registration; Username and Passwords. You may be required to provide information about yourself or the or the legal entity for which you are acting to register for and to access or use the Services and Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that Loon has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.
2.2. Prohibition on Sharing. You may not share an account, or any other user rights with any other individual, unless otherwise expressly pre-approved by Loon in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) Loon’s prior express written approval.

3. ELIGIBILITY. You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.

4. ORDERING SERVICES

4.1. Order. You may subscribe to Services or license Software through Loon's online platform, or via a written ordering document approved and authorized by Loon (each, an "Order" as defined in Section 1). Any order for Services or Software made by you pursuant to an Order is subject to the terms of this Agreement. An Order may contain additional or different terms, conditions, and information regarding the Services or Software you are ordering as authorized and agreed to by Loon. In the event of any conflict or inconsistency between this Agreement and any Order authorized and agreed to by Loon, the applicable Order controls and governs over this Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. Loon will provide the Services or access to the Software as set forth in your Order and standard updates to the Services and Software that we make generally available at no additional cost to similarly situated customers in the same geographic region during the applicable Initial Subscription Term or then-current Renewal Term. Loon may, in its sole discretion, (i) discontinue the Services, or (ii) modify the features or functionality of the Services or Software, provided that during your then-current Initial Subscription Term or Renewal Term, Loon will not materially reduce the features or functionality of the Services or Software to which you have subscribed.
4.2. Minimum Commitment. You will maintain your minimum quantity of the Services set forth on your Order for the duration of the applicable Initial Subscription Term or then-current Renewal Term. Any timely and contractually available modification to the Services set forth on your Order will be effective only upon the commencement of your next Renewal Term, unless you request an increase in the Services, which will take effect as indicated in the applicable Order.
4.3. Outstanding Balance; Late Payment. Without limiting our rights in this Agreement, you acknowledge that Loon is not required to provide any new Services or access to Software set forth in an Order until all outstanding balances due and owing for existing Services or Software are paid in full.

5. ACCESS AND USE; SOFTWARE LICENSE

5.1. Access and Use; Software License. Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services or Software as set forth on each applicable Order. Where access to or use of any portion of the Services or Software requires or allows for you to download, install, integrate, or otherwise access or use any Software, Loon grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use such Software, in the form made available by Loon (including in object code format where applicable), on a compatible device or system, solely for your internal use and solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. This license applies to all forms of Software delivery, including downloaded or installed software, web-based applications, APIs, and SDKs, as further described in the definition of Software in Section 1. The Software may include code that is licensed to you under third-party license agreements, including open source software made available or provided with the Software. You acknowledge and agree that your access to and use of the Services and Software under this Section 5.1 (and as otherwise provided in this Agreement) is revocable in Loon's sole discretion in accordance with the terms of this Agreement, including but not limited to Loon's termination rights as detailed in Section 19.
5.2. Documentation License. Subject to the terms and conditions in this Agreement, Loon grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use Loon-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Services or Software during the applicable Initial Subscription Term or then-current Renewal Term.

6. LOON PROPERTY; IMPLIED RIGHTS.

6.1. Loon Property. As between you and Loon, Loon, its affiliates, licensors, and suppliers own and retain all right, title, and interest in and to the following (collectively, "Loon Property"):

a. the Services and Software, including all underlying and associated technology, architecture, algorithms, models, processes, techniques, user interfaces, database design, and know-how embodied therein;
b. all upgrades, enhancements, new releases, changes, modifications, and improvements to the Services or Software, together with all ideas derived therefrom;
c. Internal Platform Data (as detailed in Section 14.5);
d. data you provide in return for a Collaborative Access Plan (as detailed in Section 16);
e. Feedback (as detailed in Section 20);
f.All Proprietary Rights related to any of the foregoing; and all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names, and corporate names, whether registered or unregistered ("Loon Marks"), together with the goodwill associated with any of the foregoing.

You acknowledge that the Services and Software are provided to you on a subscription basis and the Software and Documentation are provided under a limited license, and neither has been sold to you. Except for your Outputs as defined in Section 15 and your Customer Data, you have not obtained and will not obtain any ownership or other right, title, or interest in or to any Loon Property. Any copies of Software will remain the exclusive property of Loon. Except as expressly set forth in this Agreement, Loon is not granted any Proprietary Rights in your Customer Data.

You may not frame or utilize framing techniques to enclose any Loon Marks or other proprietary materials or information of Loon without our express prior written consent. You may not use any meta tags or other hidden text utilizing Loon Marks without our express prior written consent. No rights to use the Loon Marks are granted to you under this Agreement.

6.2. No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any Loon Property or other intellectual property provided in connection with this Agreement or the Services or Software. If you are using the Loon Services in the United States none of the Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101. Loon reserves all rights not expressly granted to you in this Agreement.

7. SUPPORT SERVICES AND UPDATES. Loon will provide, at no additional costs, (i) standard support as set forth in our then-current Documentation (see Loon Help Centre), and (ii) standard updates to the Services and Software that are made generally available by Loon to similarly situated customers during the Initial Subscription Term or any applicable Renewal Term. Certain Services or Software may offer separate or additional customer support, subject to additional terms. In accordance with applicable Law and the terms of this Agreement, Loon reserves the right to (a) modify its standard support and charge you for expanded/priority support and (b) charge you for any updates to the Services or for any premium features or functionality.

8. RESPONSIBILITY FOR USE AND END USERS

8.1. Use of the Services; End User Responsibility. Use of the Services or Software is void where prohibited by Law. You will, and you will cause your End Users to, abide by and ensure compliance with all terms and conditions of this Agreement. By permitting any End User to access or use the Services or Software, you represent and warrant that each End User has agreed to be bound by the terms of this Agreement as if they were a party to it, and that you have brought the terms of this Agreement to each End User's attention prior to granting them access. You remain jointly and severally liable for the acts and omissions of all End Users to the same extent as if such acts or omissions were your own, and any breach of this Agreement by an End User will be deemed a breach by you.
8.2. Account Security. You are responsible for implementing and maintaining reasonable access controls to prevent unauthorized access to your account and the Services or Software by individuals who have not agreed to be bound by this Agreement. You must promptly revoke access for any End User who ceases to be authorized to use the Services or Software, including upon termination of employment or the relevant contractual relationship. You agree to promptly notify Loon at security@loonbio.com if you become aware of any unauthorized access to your account, any breach or suspected breach of this Agreement, or any violation of this Agreement by an End User or third party, providing reasonable details of the nature of the violation or breach and any steps you have already taken to address it.

9. SYSTEM REQUIREMENTS. Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, a compatible web browser, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, emails, or text messages. You agree that the foregoing requirements are your responsibility, and Loon may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.

10. PROHIBITED USES. You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (ii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts Loon’s networks, your account, or any other user rights, or the Services; (iii) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (iv) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vi) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (vii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (viii) upload or transmit any software, Customer Data, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (ix) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or Loon security systems; (x) use the Services or Software in violation of any Loon policy or in a manner that violates applicable Law, including import and export control, intellectual property, privacy, anti-terrorism, anti-bribery or foreign corrupt practices; (xi) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiii) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and Loon.

11. COMPLIANCE WITH LAWS. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.

12. CONFIDENTIALITY

12.1. Definition. “Confidential Information” means: (i) with respect to Loon, any information disclosed by, for, or on behalf of Loon, directly or indirectly, to you or any End User in connection with this Agreement, the Services or Software, or learned or accessed by you or any End User in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“Loon Confidential Information”); and (ii) with respect to you, any non-public data you provide to Loon to enable the provision of the Services, data, content, communications, messages, files, documents, or other materials that you or your End Users generate or provide in connection with the Services or Software, together with any, outputs, visual displays, or other content Customer Data, or information disclosed by you to Loon that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”).
12.2. Prohibition on Exposure to Artificial Intelligence Systems. No Loon Confidential Information or Customer Confidential Information may be uploaded to, processed by, or disclosed to any publicly available artificial intelligence or machine learning system, model, or dataset without prior written consent of the other party. If Confidential Information is exposed to an internal private artificial intelligence or machine learning system such system, and any underlying foundational model must adhere to the confidentiality obligations set forth in this Agreement.
12.3. Exclusions. Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.
12.4. Obligation of Confidentiality. You and Loon shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor Loon will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, Loon also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.
12.5. Permitted and Compelled Disclosures. Notwithstanding the restrictions in this Section and without limiting any other rights of Loon, including disclosures permitted by Sections 14.2(c) (permitted Third-Party Data Processors), and 18.2 (Disclosures to Taxing Authorities), we may disclose Customer Confidential Information received in connection with this Agreement, the Services, or Software if compelled to do so by a court, administrative agency or other tribunal of competent jurisdiction, provided however, that in such case Loon shall to the extent not legally prohibited provide prompt written notice and shall only disclose that portion of such Customer Confidential Information that, in the opinion of Loon’s legal counsel, is required to be disclosed.

13. THIRD-PARTY PROPRIETARY RIGHTS. You agree not to, and not to permit any End User, to post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Data to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Data. Loon may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights.

14. DATA USAGE, LICENSES AND RESPONSIBILITIES

14.1. Permitted Uses and Customer License Grant. Loon will only access, process or use Customer Data for the following reasons (the “Permitted Uses”): (i) consistent with this Agreement and as required to perform our obligations and provide the Services or Software; (ii) in accordance with our Privacy Policy; (iii) as authorized or instructed by you; (iv) as required by Law. You grant Loon a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses during the applicable Initial Subscription Term or then-current Renewal Term and for such additional period as is reasonably necessary for Loon to fulfill its obligations under this Agreement or comply with applicable Law.
14.2. Our Obligations Over Your Customer Data.

a. Security Safeguards. Loon maintains a written information security program that includes reasonable and appropriate physical, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Loon's security practices are designed to meet or exceed industry standards and are detailed on our security page here. Upon your written request, and subject to a confidentiality agreement, Loon will provide you with a summary of its most recent third-party security audit report or certification to the extent permitted by applicable Law and Loon's obligations to its other customers.
b. Breach Notification.Loon will notify you promptly and in accordance with applicable law, after becoming aware, of any confirmed unauthorized disclosure of or unauthorized access to Customer Data that is likely to result in a risk to your rights or interests ("Security Incident"). Such notification will include, to the extent then known: (i) a description of the nature of the Security Incident; (ii) the categories and approximate volume of Customer Data affected; (iii) the likely consequences of the Security Incident; and (iv) the measures taken or proposed to address the Security Incident. Loon will cooperate with you and provide such further information as becomes available. You acknowledge that notification of a Security Incident does not constitute an acknowledgment by Loon of fault or liability.
c.Third-Party Data Processors. Loon may engage external third-party contractors, service providers, subprocessors, and other Loon-authorized external parties ("Third-Party Data Processors") in connection with the delivery of the Services or Software.

All Third-Party Data Processors are bound by written agreements with confidentiality and data protection obligations that are no less protective than those set out in this Agreement and that comply with applicable Law. Loon will ensure that any sharing of Customer Data with Third-Party Data Processors is limited to what is strictly necessary to perform the Services. Loon will be responsible for the acts and omissions of Third-Party Data Processors to the same extent that Loon would be responsible if Loon were performing the services of the Third-Party Data Processor directly under the terms of this Agreement.

14.3. Data Residency. Unless otherwise agreed in writing in an applicable Order, Customer Data will be stored in Canada. If you require Customer Data to be stored exclusively within a specific geographic region, please contact Loon at privacy@loonbio.com to discuss available data residency options, which may be subject to additional terms and charges.
14.4. Customer Responsibilities. You are solely responsible for compliance with all laws and regulations pertaining to the Customer Data, including Laws requiring you to obtain the consent of a third party to use, license or generate Customer Data and to provide appropriate notices of third-party rights. Loon may delete any Customer Data, at any time without notice to you if Loon becomes aware that it violates any provision of this Agreement or any applicable Laws. You retain all ownership rights in your Customer Data subject to any license or other rights granted herein.
14.5. Internal Platform Data. You agree that Loon may obtain and aggregate technical, diagnostic, usage, and other data about your, and your End Users’ use of the Services and Software on an anonymized basis (“Internal Platform Data”). Loon owns all rights, title, and interest in and to Internal Platform Data and may use it in accordance with applicable Law, including but not limited to, analyzing, developing, improving, supporting, and operating the Services and Software.

15. AI SERVICES.

15.1. Loon AI® Services. "Loon AI®Services" are Services or Software, or features thereof that use Loon’s artificial intelligence (“AI”) technologies, including any generative AI.
15.2. Inputs; Ownership of your Inputs.

"Inputs" means collectively:

(a) Customer Data;

(b) information you provide to the system, prompts you make, or information you input or submit to the Loon AI® Services; and

You warrant and represent that you own or otherwise control all of the rights to your Inputs as described in this Agreement including, without limitation, all the rights necessary for you to provide, post, upload, input, or submit Customer Data.

Excluding feedback and suggestions (detailed in Section 20), Loon does not claim ownership of any Inputs, provided however that under certain Collaborative Access Plans as detailed in Section 16 you agree that Loon may use your Decisional Actions for the purposes described in that section.

"Decisional Actions" means decisions you initiate that affect the flow of data within a project, including how you and your End Users interact with and respond to AI Outputs. Decisional Actions are anonymized and do not include any of the underlying Customer Data on which those decisions are made. Decisional Actions capture decisional signals such as whether an AI Output is approved or overridden by a reviewer, how disagreements between reviewers are resolved through adjudication, and the frequency and pattern of adjustments made to AI generated results. These observations collectively help Loon understand how its models are performing across different use cases and customer needs.

15.3. Ownership of your Outputs. Loon doesn't claim ownership of any content you receive from the Loon AI®Services based on Inputs (“Outputs”) and hereby assigns you all Loon’s right, title, and interest, if any, in and to Outputs. You'll need to make your own determination regarding the intellectual property rights you have in Output content and its usability, taking into account, among other things, your rights to use Customer Data submitted to create the output, your usage scenario(s), and the laws of the relevant jurisdiction.
15.4. Use of Inputs and Outputs. As part of providing the Loon AI® Services, Loon may process and store your Inputs to the service as well as Output from the service, for purposes of providing the Services and monitoring for and preventing abusive or harmful uses or outputs of the service Loon does not use your Inputs or Outputs to train Loon’s or third-party artificial intelligence models unless you agree to such use (See Sections 15.2 and 16).
15.5. Similarity of Output. Due to the nature of Loon AI® Services and artificial intelligence generally, Outputs may not be unique, and other users may receive similar content from Loon’s AI® Services. Responses that are requested by and generated for other users are not considered your Outputs.
15.6. Citation and AI Transparency. If Outputs are included in any academic or scientific publication, public dissemination or presentation, or submission to governmental or health authorities publication you agree to follow such publication’s or authority’s guidelines and requirements related to disclosure of the use of artificial intelligence (AI) or machine learning (ML) technologies. You may not mislead others about whether content was generated by using the Loon AI® Services.
15.7. Reverse Engineering. You may not use the Loon AI® Services to discover any underlying components of Loon’s models, algorithms, or systems. For example, you may not try to determine and remove the weights of models or extract any parts of the AI algorithm from Outputs.
15.8. Extracting Data. Unless explicitly permitted, you may not use web scraping, web harvesting, or web data extraction methods to extract data from the Loon AI® Services.
15.9. Limits on use of data from the Loon AI® Services. You may not use or resell the Loon AI® Services, or data from the Loon AI® Services, to create, train, or improve (directly or indirectly) any AI technology, or develop any products or services that compete with Loon’s Services or Software.
15.10. Simulated Participants. The Services and Software may include features that simulate regulatory or reimbursement committees, formularies, professional bodies, and experts, including but not limited to representations of advisory panels, expert reviewers, or other decision-making bodies and individuals (collectively, "Simulated Participants"). Simulated Participants are AI-generated constructs and do not represent, reflect the views of, or purport to speak on behalf of any actual person, committee, regulatory authority, or organization, whether named or unnamed. Feedback, assessment, or recommendation generated by or attributed to a Simulated Participant is entirely synthetic and is based on Loon's AI models, training data, and prior determinations, and does not constitute the actual views, guidance, or decisions of any real individual or body. You shall not represent to any third party that any Output generated by a Simulated Participant reflects the actual views, positions, or guidance of any real person, committee, regulatory authority, or organization.

15.11. Strategic Recommendations.Outputs generated by the Services or Software that take the form of strategic recommendations, proposed actions, regulatory pathways, or similar guidance ("Strategic Recommendations") are inherently subjective and are based on the information available to Loon at the time of generation. Strategic Recommendations do not guarantee any particular outcome, approval, or result, and Loon makes no representation that following any Strategic Recommendation will achieve your desired objective. You are solely responsible for independently evaluating all Strategic Recommendations before acting upon them, and for all decisions and actions you make in reliance on any Output.

15.12. Usage Restrictions. In addition to complying any other restrictions in this Agreement, you agree that you will not use the Loon AI® Services, including those that make decisions, or take actions, autonomously or with varying levels of human intervention:

a. to make direct medical care determinations without utilizing humans to review all Outputs and deliverables, or make decisions or take actions without appropriate human oversight that may have a consequential impact on any person’s legal position, financial position, life opportunities, employment opportunities, or human rights, or may result in physical or psychological harm to a person or group of persons.
b. to deceive or intentionally misinform (e.g., false advertising), or deploy techniques with the intent to manipulate or distort the behavior of a person in a way that causes harm;
c. to exploit any of the vulnerabilities of a person due to their age, disability, or a specific socio- or economic situation, with the objective, or the effect, of materially distorting the behavior of that person or a person belonging to that group in a manner that causes or is reasonably likely to cause that person or another person significant harm.
d. for social scoring or predictive profiling that would lead to discriminatory, unfair, biased, detrimental, unfavorable, or harmful treatment of certain persons or groups of persons.
e. based on their biometric data, to categorize people or to deduce or infer their race, political opinions, trade union membership, religious or philosophical beliefs, or sex life or sexual orientation, except for any labelling or filtering of lawfully acquired biometric datasets, such as images, based on biometric data or categorizing of biometric data in the area of law enforcement.
f. to use the Services or Software to create, receive, maintain, transmit, or otherwise process Protected Health Information, unless you have signed the Healthcare Addendum. Notwithstanding the foregoing, not all services offered by Loon are designed for processing protected health information. If you use a service that is not designed for processing protected health information, you may not use the services to store, transmit, or process this information.

16. COLLABORATIVE ACCESS PLANS.A "Collaborative Access Plan" is a reduced-cost subscription tier made available by Loon, in its sole discretion, to eligible academic, research, non-profit organizations, or other entities that meet Loon's qualification criteria as detailed on the applicable Products and Services Description. In exchange for access to a Collaborative Access Plan you grant Loon a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for Loon to use your Decisional Actions (as defined in Section 15.2) to train, improve, and develop Loon's models and systems. Loon will anonymize your Decisional Actions prior to such use. You represent and warrant that you have all necessary rights, consents, and authorizations required to provide your Decisional Actions to Loon for these purposes.

Collaborative Access Plans may not include access to all features or functionality available under paid subscription tiers. Loon reserves the right to modify, suspend, discontinue, or verify eligibility for any Collaborative Access Plan at any time in its sole discretion. If you wish to transition to a non-Collaborative Access Plan, you may do so at any time through the billing portal or by contacting Loon, upon which the data usage terms of this section will no longer apply to new Decisional Actions submitted after the transition date.

17. PAYMENTS AND CHARGES

17.1. Charges. You agree that Loon may charge your credit card, debit card, or other payment mechanism selected by you and approved by Loon (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). Unless otherwise expressly specified an Order, all Charges are exclusive of Taxes and Fees as detailed in Section 18. You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that Loon submits to your chosen Payment Method before Loon could reasonably act on your changes. Additionally, you agree to permit Loon to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. Loon further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize Loon to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.

You may withhold payment for any Charges you dispute in good faith pending resolution of such dispute, provided that you: (i) notify Loon of the dispute prior to the date such payment is due, specifying in such notice (A) the amount in dispute, and (B) the reason for the dispute set out in sufficient detail to facilitate investigation by Loon and resolution by the parties; (ii) you make a timely payment of all undisputed charges and amounts; (iii) you work diligently with Loon to resolve the dispute promptly; and (iv) pay all amounts that are determined to be payable by resolution of the dispute (by adversarial proceedings, agreement or otherwise) within seven (7) days following such resolution.

17.2. Non-Cancellable and Non-Refundable Charges. You agree that (i) Orders are non-cancellable, and (ii) all Charges for the Initial Subscription Term or the then-current Renewal Term, as applicable, are final, non-cancellable, and non-refundable, unless otherwise agreed to by Loon, required by Law, set forth in this Agreement, or set forth in your Order. The Initial Subscription Term or the then-current Renewal Term as set forth in the Order is a continuous and non-divisible commitment for the full duration of the Initial Subscription Term or the then-current Renewal Term regardless of any invoice schedule.
17.3. Credits. Your Initial Subscription Term or the then-current Renewal Term may include a set amount of prepaid AI credits that can be used for various features within the platform (“Initial Credits”). You may purchase additional credits (“TopUp Credits”) to support further usage or product enhancements. Initial Credits and TopUp Credits may be assigned different names as detailed on the Products and Services Description and are also collectively referred to as “Credits” or “Loonies”. Different processes within the platform may consume varying amounts of Credits depending on the complexity of the workload. Credit pricing and value may change over time, and the pricing at the time of purchase or use does not guarantee future availability of the same pricing or the same level of usage capability.

An active subscription is required to use Credits. If your subscription lapses or is terminated, Credits may expire, or access to Credits may be suspended until the subscription is reinstated (depending on product). TopUp Credits are nonrefundable once purchased. The availability, expiration, rollover, and other status terms for unused Credits are stated on the applicable Products and Services Description and are incorporated by reference. Credits have no cash or storedvalue equivalent, are not legal tender, are not transferable, and are not redeemable for cash or credits on other services. If we discontinue Credits, we may (at our option) convert unused Credits to a reasonable servicebased equivalent or to an account credit usable within a defined period, for utilization with an active subscription, subject to applicable law. Such changes do not entitle you to refunds unless required by law.

17.4. Changes to Pricing. Loon may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Loon will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.
17.5. Promotional Offers. Prices specified in an Order may include a promotional rate, discount, sale, or special offer, which are offered by Loon at its sole discretion (“Promotional Offer”). Promotional Offers may be temporary and may expire (i) per the terms of the Promotional Offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order or as required by applicable Law. Loon reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion. Depending on the Promotional Offer provided, the version of Services provided by Loon may not include or allow access to all features or functions.
17.6. Collection of Charges. You agree that if Loon is unable to collect the Charges for the Services through your Payment Method, Loon may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by Loon in connection with such collection activity, including collection fees, court costs, and attorneys’ fees.
17.7. Termination or Suspension for Nonpayment. Without limiting our rights in any other section of this Agreement, following any failure to pay Charges by the due date, Loon may terminate, suspend, or disconnect your Services or access to Software immediately and without prior notice.
17.8. Billing Communications. You agree that Loon may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.
17.9. Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if required by law you may receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this section. Nothing in this section is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.

18. TAXES AND FEES.

18.1. Tax Responsibility.All Charges for the Services and Software are stated exclusive of all taxes, duties, levies, imposts, and similar governmental assessments, including value-added tax ("VAT"), harmonized sales tax ("HST"), goods and services tax ("GST"), sales and use taxes, excise taxes, business taxes, service taxes, and any similar transactional taxes or fees imposed by any jurisdiction, together with any bank or payment platform fees (collectively, "Taxes and Fees"). You are responsible for all Taxes and Fees arising from your subscription to the Services and licensing of the Software.

You authorize Loon to charge the applicable Payment Method for any Taxes and Fees. If Loon is required to collect or remit Taxes and Fees on your behalf, Loon will add the applicable amounts, itemized where required by law, to the payment due. Taxes and Fees may be applied without advance notice. All payments to Loon shall be made free and clear of any deductions or withholdings. If any deduction or withholding is required by law, you will increase the amount payable so that Loon receives the full amount it would have received had no deduction or withholding been made.

You acknowledge that the address provided in your account registration is the place of supply for tax purposes. If requested, you agree to provide your VAT, GST, HST, or similar tax identification number(s), and to use the Services in the location(s) consistent with any such number(s) provided. If valid tax exemption documentation is not provided, Loon reserves the right to charge applicable Taxes and Fees.

If VAT or any similar tax is due by you to a taxing authority through the reverse charge mechanism or any equivalent procedure, you are solely responsible for remitting those amounts to the relevant authority. The parties' obligations under this Section 18 will survive the termination or expiration of these Terms of Service.

18.2. Disclosures to Taxing Authorities. Notwithstanding any notice obligations in this Agreement, including those in Section 12.5, Loon may disclose your payment records, tax identification numbers, billing address, and related tax information to a taxing authority as required by applicable tax Law, without prior or subsequent notice to you. For the avoidance of doubt, such information may be disclosed even if it would otherwise constitute Customer Confidential Information under Section 12. Where not prohibited by applicable Law, Loon will notify you within a reasonable period following any such disclosure.

19. TERM; TERMINATION AND SUSPENSION

19.1. Term; Automatic Renewal. Your Order will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your subscription expressly states otherwise or applicable Law prohibits automatic renewal, your subscription will renew automatically at the end of the then-current Initial Subscription Term or Renewal Term for a successive Renewal Term of the same duration and at the then-current pricing, unless you cancel before the Renewal Cancellation Deadline.

You may cancel automatic renewal of your subscription at any time up to 11:59pm Eastern Time the day before your next renewal date (the "Renewal Cancellation Deadline") via your account billing portal. If you are unable to cancel via the billing portal, you may request assistance with cancellation by emailing Loon at support@loonbio.com.

If you cancel before the Renewal Cancellation Deadline, your subscription will remain active until the end of the then-current term and will not renew. If you do not cancel before the Renewal Cancellation Deadline, your subscription will automatically renew and the applicable Charges for the new Renewal Term will be processed using your Payment Method on file. Cancellation of auto-renewal does not entitle you to a refund of any Charges already incurred.

Loon will send you a reminder notice at least thirty (30) calendar days prior to the commencement of your next Renewal Term, reminding you of the upcoming renewal, the applicable Charges, and how to cancel if you do not wish to renew. It is your responsibility to ensure that your email address on file is current in order to receive renewal reminders.

Nothing in this Section 19.1 limits or excludes any rights you may have under applicable Law to terminate your subscription, including any mandatory cancellation or cooling-off rights that may apply in your jurisdiction.

19.2. Customer Termination.

(a) You may cancel your Order or access to Services or Software anytime via Loon’s account billing portal. If you are unable to cancel via the billing portal, you may request assistance with cancellation by emailing Loon at support@loonbio.com. . You may find additional information on how to terminate your account, Services or Software here. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section 19.1. If you cancel your subscription, it will remain active until the end of the then-current term and will not renew.

(b) You may also terminate this Agreement by providing written notice of termination if Loon has materially breached this Agreement and has not cured such material breach within thirty (30) business days of Loon’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend Loon has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.

If you terminate the Services or Software in accordance with Section 19.2 (a) you shall not be entitled to any refund of prepaid fees for Services or Software that have been terminated under that section and you shall be required to pay any additional fees for the Software that may have been due if the Order had not been terminated. If this Agreement is terminated in accordance with Section 19.2(b) Loon is only entitled to receive any fees payable for Services and Software provided to you through the effective date of such termination, and Loon will promptly refund any unused, prepaid fees to Customer. For Services requiring Credits, consuming all Credits allocated or purchased is equivalent to utilizing the entirety of the Services for purposes of a potential refund in accordance with this section.

19.3. Loon Termination Rights and Suspension.

(a) If you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, Loon may (i) immediately suspend your access to the Services or Software, or (ii) terminate this Agreement, effective immediately. If Loon chooses to suspend your Services and the failure to comply continues, Loon may exercise any or all of its termination rights in this Section 19.3.

(b) Loon may terminate this Agreement, for any reason or no reason, upon thirty (30) days’ advance notice.

If Loon terminates this Agreement for your material breach in accordance with Section 19.3(a) you agree to pay any unpaid Charges covering the remainder of the Initial Subscription Term or then-current Renewal Term pursuant to all applicable Orders. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension. If Loon terminates this Agreement in accordance with Section 19.3(b) Loon fees Loon will retain all fees payable and Charges for Services provided to you through the effective date of such termination and will promptly refund any unused, prepaid Charges to you.

19.4. Effect of Termination or Suspension. Upon any termination of this Agreement, you must cease any further use of the Services and Software, except for any access rights granted in Section 19.5.
19.5. Deletion and Access to Customer Data After Termination. Following expiration or termination of this Agreement, Loon will provide you access to retrieve your Customer Data for the retention period specified in the Products and Services Description ("Retention Period"). Unless otherwise specified in Loon’s Product and Services Description or your Order, the minimum Retention Period shall be thirty (30) calendar days following the date of expiration or termination. After the applicable Retention Period, your Customer Data may be deleted according to applicable Law, this Agreement, and our regularly scheduled deletion protocols, policies, and procedures. You should have a regular backup plan as Loon may not be able to retrieve Customer Data after it is deleted according to this section. All access during the Retention Period set forth in this Section 19.5 is provided to you subject to and governed by this Agreement.

20. FEEDBACK."Feedback" means any feedback, comments, suggestions, questions, ideas, know-how, concepts, enhancements, or recommendations regarding the Services or Software, including suggestions for new features or functionality, provided by you or any of your End Users.

You acknowledge that Loon owns and shall retain all right, title, and interest in and to all Feedback, including all Proprietary Rights therein, and may use any Feedback for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind. You hereby unconditionally and irrevocably assign to Loon all right, title, and interest in and to all Feedback, including all Proprietary Rights therein, and shall cause your employees, contractors, agents, and End Users to do the same. All Feedback is and will be treated as Loon Confidential Information until Loon, in its sole discretion, chooses to make it non-confidential.

For clarity, the assignment rights granted to Loon under this Section 20 apply only to the Feedback itself and not to any underlying Customer Data that may be referenced or contained therein. Nothing in this Section 20 shall be construed to transfer or vest in Loon any ownership or other right, title, or interest in or to such Customer Data.

21. MEDICAL DEVICE. You agree that Loon Services, Software, or Outputs, provided under this Agreement, even if also subject to a separate business associate agreement, does not include, constitute, or otherwise consist of any medical device, product, or service cleared or approved by any health authority, is not medical advice, and are not intended for use in the diagnosis of, cure of, mitigation of, treatment of, or prevention of, any diseases, ailments, or conditions.

22. USE OF BETA PRODUCTS. If you access or use any beta, preview, early access, or experimental services, products, or software offered or made available by Loon that are clearly offered as beta products (collectively, "Beta Products"), your use of such Beta Products is governed by this Agreement together with any additional terms and conditions applicable to the Beta Products as posted by Loon on the applicable Beta Products webpage (the "Beta Terms"), which are incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the Beta Terms, the Beta Terms will control solely to the extent necessary to resolve the conflict and only with respect to the applicable Beta Products.
23. THIRD-PARTY INTEGRATIONS AND OFFERINGS. The Services or Software may interoperate, integrate, or be used in connection with third-party offerings and services (“Third-Party Offerings”). Loon is not responsible for, and Loon hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether Loon or a Service endorses, approves, or supports any such Third-Party Offerings. Loon does not guarantee the interoperation, integration, or support of any Third-Party Offerings. Loon may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.

24. EXPORT CONTROLS. To the extent applicable, the Services and Software may be subject to Canada's Export and Import Permits Act (R.S.C., 1985, c. E-19) ("EIPA") and other applicable export control and trade sanctions laws, including the U.S. Export Administration Regulations, 15 C.F.R. Parts 730–774 ("EAR"), U.S. Office of Foreign Assets Control ("OFAC") programs, EU Regulation 2021/821, and the sanctions regimes of any other applicable jurisdiction (collectively, "Export Laws"). Loon will provide applicable export classification(s) upon request.

You and your End Users may not access, use, export, re-export, divert, transfer, or disclose any portion of the Services, Software, or related technical information in violation of Export Laws. You represent and warrant that neither you nor your End Users are located in, or citizens of, any country or territory subject to applicable trade sanctions or export restrictions, and that neither you nor your End Users appear on any governmental restricted party or sanctions list maintained by Canada, the United States, the European Union, or any other applicable jurisdiction.

Loon shall not use any Third-Party Data Processors provided, owned, operated, or hosted by an entity or company located in, headquartered in, or incorporated under the laws of any country or territory subject to Canadian, United States, or European Union, territorial economic sanctions or applicable anti-terrorism laws.

25. MODIFICATIONS TO THIS AGREEMENT

25.1. General Changes. Loon may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 25. You should regularly check for the most recent version and also save the most up to date version in your files. When Changes are made, Loon will indicate the effective date of the Changes at the top of the Terms of Service. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services or Software after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, Loon may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, Loon will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.
25.2. Other Changes. Except as required by Sections 17 and 19, you agree that Loon may modify, delete, and make additions to the Products and Services Description, its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services or Software by posting an updated version on the applicable webpage. For the avoidance of doubt, any such modifications are subject to Section 4.1 and will not materially reduce the features or functionality of the Services or Software to which you have subscribed during your then-current Initial Subscription Term or Renewal Term. In most instances, you may subscribe to these webpages using an authorized email in order to receive certain updates to policies and notices.
25.3. Change Notifications. It is your responsibility to keep your email address up to date for any notices that Loon may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service and Loon’s Products and Services Description.

26. WARRANTIES.

26.1. Limited Performance Warranty. Loon warrants that during your applicable Initial Subscription Term or then-current Renewal Term, the Services and Software will perform materially in accordance with the applicable Products and Services Description available at the time of your Order (the "Performance Warranty"). The Performance Warranty does not apply to: (i) any Beta Services or Software, free tier services, or trial services, which are provided strictly on an "as is" basis; (ii) any failure caused by your or your End Users' acts or omissions, including use of the Services or Software in a manner inconsistent with this Agreement; (iii) any third-party software, hardware, or services not provided by Loon; or (iv) any scheduled or emergency maintenance carried out by Loon in accordance with this Agreement.

If the Services or Software fail to perform materially in accordance with the Products and Services Description and you notify Loon in writing of the failure with reasonable detail, Loon will use commercially reasonable efforts to correct the non-conformance within thirty (30) calendar days of receiving your notice (the "Cure Period"). If Loon is unable to correct the non-conformance within the Cure Period, you may, as your sole and exclusive remedy for breach of the Performance Warranty, terminate the affected Services or Software upon written notice to Loon as detailed in Section 19.2 Customer Termination.

26.2. AI Output Disclaimer. Loon does not warrant the accuracy, completeness, fitness for a particular purpose, or acceptability of any Output generated by the Loon AI® Services. Outputs generated by artificial intelligence models may contain errors, omissions, or inaccuracies, and that all Outputs must be independently reviewed and validated by qualified professionals before being relied upon for any regulatory submission, clinical decision, legal proceeding, or other consequential purpose. The Performance Warranty applies to the functionality of the Services as a platform and not to the quality, accuracy, or fitness of any individual Output.
26.3. General Disclaimer.EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET OUT IN SECTION 26.1, YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND LOON, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LOON, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. LOON DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.

27. INDEMNIFICATION

27.1. Loon shall indemnify you against any final award of damages or court-approved settlement amounts payable to third parties to the extent arising directly from a claim that the Services or Software, as provided by Loon and used in accordance with this Agreement, infringe any valid and enforceable Canadian or United States patent, registered copyright, or misappropriate a trade secret recognized under applicable Law (a “IP Claim”), provided Loon is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Loon will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service or Software (i) not supplied by Loon, (ii) made in whole or in part in accordance with you specifications, (iii) that are modified after delivery by Loon, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with this Agreement.

You are solely responsible for responding to and resolving at your own cost and expense and Loon shall not indemnify you for any third-party claim arising out of or related to: (i) the content, accuracy, or legality of any Inputs you submit to the Loon AI® Services; (ii) your use, publication, distribution, or commercialization of any Output in a manner that infringes, misappropriates, or violates the Proprietary Rights or other rights of any third party.

If, due to a claim of infringement, the Software or Services are held by an arbitration panel or court of competent jurisdiction to be or are believed by Loon to be infringing, Loon may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

Loon's aggregate liability under this Section 27 shall not exceed the liability cap stated in Section 28 (Limitation on Liability).

27.2. To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold Loon and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third-party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) you or your End User’s use of the Services or Software, (ii) you or your End User’s use of the outputs derived from the Services or Software, (iii) you or your End User’s breach of this Agreement or violation of applicable Law, (iv) you or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (v) your relationship with your End User or any dispute between you and your End User, or (vi) a personal injury or property damage to a third party relating to you or your End User’s acts or omissions.

28. LIMITATION ON LIABILITY

READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.

LOON AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY:

SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY;
UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF SYSTEM DATA, OR CUSTOMER DATA;
COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF THE SERVICES;
A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE;
OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR
DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES OR SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS (OR UP TO $1.00 CAD IF THE SERVICES ARE PROVIDED FREE OF CHARGE).

THE LIMITATIONS SET FORTH IN THIS SECTION 28 SHALL NOT APPLY TO LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD.

THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY TO ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF LOON, ITS AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW. WE STRIVE TO KEEP THE SERVICES AND SOFTWARE UP AND RUNNING; HOWEVER, ALL ONLINE SERVICES SUFFER OCCASIONAL DISRUPTIONS AND OUTAGES, AND LOON IS NOT LIABLE FOR ANY DISRUPTION OR LOSS YOU MAY SUFFER AS A RESULT. IN THE EVENT OF AN OUTAGE, IT IS POSSIBLE THAT YOU MAY NOT BE ABLE TO RETRIEVE CUSTOMER DATA THAT YOU’VE STORED. WE RECOMMEND THAT YOU REGULARLY BACKUP CUSTOMER DATA THAT YOU STORE ON THE SERVICES OR SOFTWARE.

29. DISPUTE RESOLUTION, ARBITRATION AGREEMENT

29.1.Scope and Agreement to Arbitrate. You and Loon agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the Software, or the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute"), will be resolved by binding individual arbitration rather than in court, except as set out in Section 29.2 below. This includes Disputes that arose before the existence of this or any prior version of this Agreement, as well as claims that may arise after the termination of this Agreement. This agreement to arbitrate is governed by the Arbitration Act, 1991 (Ontario) and, where applicable, the International Commercial Arbitration Act, 2017 (Ontario). You and Loon each acknowledge that this Agreement evidences a transaction involving commerce and that each party is giving up its right to go to court and to have disputes heard by a judge or jury, except as provided in Section 29.2.
29.2. Exceptions to Arbitration. Either party may bring the following claims outside of arbitration, without waiving the right to arbitrate any other Dispute:

a. claims within the monetary jurisdiction of the Ontario Small Claims Court (or the equivalent small claims court in the province or territory where you reside for amounts no greater than permitted by the Ontario Small Claims Court ), provided the claim is brought on an individual basis only;
b. claims relating to the validity, ownership, or enforcement of intellectual property rights, including patents, copyrights, trademarks, trade secrets, and domain names, which may be brought before any court or tribunal of competent jurisdiction; and
c. applications for urgent or interim injunctive or equitable relief to prevent irreparable harm, which may be brought before the courts of Ontario pending the resolution of arbitration.

29.3. Informal Resolution First.Before initiating arbitration, you and Loon agree to first attempt to resolve any Dispute informally. The party raising the Dispute must send a written notice to the other party describing the Dispute and the relief sought (a "Dispute Notice"). You must send your Dispute Notice to Loon by email to legal@loonbio.com and by mail to Litigation Department, Loon Inc., 7 Bayview Station Rd, Ottawa, Ontario, K1Y 2C5, Canada. Loon will send any Dispute Notice to the email address associated with your account. The parties agree to negotiate in good faith for a period of sixty (60) calendar days from receipt of the Dispute Notice (the "Negotiation Period"). If the Dispute is not resolved within the Negotiation Period, either party may proceed to arbitration in accordance with this Section 29. The applicable limitation periods and arbitration cost deadlines will be tolled during the Negotiation Period.
29.4. Arbitration Procedure.If a Dispute is not resolved through the informal process in Section 29.3, either party may initiate arbitration by providing written notice to the other party. Arbitration will be administered by the ADR Institute of Canada, Inc. ("ADRIC") in accordance with its National Arbitration Rules, as amended from time to time, and as modified by this Section 29. The arbitration will be conducted as follows:

a.Arbitrator. A single arbitrator will be appointed in accordance with ADRIC's National Arbitration Rules. The arbitrator must be a licensed Canadian lawyer with experience in commercial disputes. The arbitrator will have authority to award any remedy available at law or in equity, including damages, declaratory relief, and injunctive relief, but only on an individual basis and only to the extent necessary to resolve the individual Dispute.
b. Location. Arbitration hearings will be conducted by videoconference by default, unless both parties agree in writing to an alternative format. If an in-person hearing is required by the arbitrator, it will take place in Ottawa, Ontario, unless the parties agree otherwise in writing.
c. Language. Arbitration proceedings will be conducted in English, unless both parties agree otherwise in writing.
d. Governing Law. The arbitrator will apply the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of laws principles.
e.Award. The arbitrator's award will be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will issue a written reasoned decision.
f. Confidentiality. The arbitration proceedings, including all submissions, evidence, and the award, will be kept confidential by both parties, except as required by law or as necessary to enforce the award.
g.Arbitration Costs. The costs of arbitration, including ADRIC administrative fees and arbitrator fees, will be allocated in accordance with ADRIC's National Arbitration Rules. Each party will bear its own legal fees and costs unless the arbitrator determines that a claim or defense was frivolous or advanced in bad faith, in which case the arbitrator may award costs against the offending party.

29.5. Individual Claims Only; No Class Actions.You agree that any Dispute must be brought on an individual basis only. You may not bring a Dispute as a plaintiff or class member in any purported class, collective, or representative proceeding against Loon, and you waive any right to have any Dispute heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this section is found to be unenforceable or invalid as to a particular claim, then that claim only will be severed from arbitration and may be brought in the courts of Ontario, and all remaining claims will continue to be resolved by arbitration.
29.6. Right to Opt Out. You may opt out of this arbitration agreement by sending a written opt-out notice to legal@loonbio.com within thirty (30) calendar days of the date you first created your Loon account or, for existing users, within thirty (30) calendar days of the effective date of these Terms of Service. Your opt-out notice must be sent from the email address associated with your Loon account and must include your full name, your account email address, and a clear statement that you are opting out of the arbitration agreement. If you opt out, neither you nor Loon will have the right to require arbitration of any Dispute, and all Disputes will be resolved in the courts of Ontario in accordance with Section 33.3. Opting out of arbitration does not affect any other provision of this Agreement. If you do not opt out within the applicable period, you will be deemed to have accepted this arbitration agreement.
29.7. Severability. If any provision of this Section 29 is found to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect. The parties intend that this Section be enforced to the greatest extent permitted by applicable law.
29.8. Changes to This Section.Notwithstanding Section 25 (Modifications to this Agreement), if Loon makes any material change to this Section 29, Loon will provide you with at least thirty (30) calendar days' prior written notice of such change. You may reject any such material change by sending written notice to legal@loonbio.com within thirty (30) calendar days of receiving notice of the change. Your notice must be sent from the email address associated with your Loon account and must include your full name, your account email address, and a clear statement that you are rejecting the changes. If you reject a material change, the most recent version of this Section 29 to which you agreed will continue to apply to any Dispute between you and Loon.

30. PRIVACY. You consent to and agree to our Privacy Policy, and you are on notice of and acknowledge that our collection, sharing, and processing (which may include organizing, structuring, storing, using, or disclosing) of your personal data will be subject to our Privacy Policy, which you can find here. Our Privacy Policy is incorporated by reference and into these Terms and applies whenever we collect or use your personal information. If you live in the European Economic Area, the United Kingdom, or Switzerland, our European Privacy terms apply to you and will take priority if anything conflicts with our general Privacy Policy.

We follow all applicable privacy laws, including Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), Europe’s GDPR, and, where relevant, California’s privacy laws such as the California Consumer Privacy Act (CCPA/CPRA). This means California residents have certain rights over their personal information, and we will handle their information in line with those requirements.

We only use your personal information for the purposes described in these Terms or in our Privacy Policy, and only when it’s necessary to provide our services, or when the law requires it. We limit access to your personal information to people at our company who need it to do their jobs, and we use reasonable security measures to help protect your information from unauthorized access, misuse, loss, or disclosure.

To the extent that Loon processes personal data on your behalf in connection with the Services or Software, the terms of Loon's Data Processing Addendum, available here (the "DPA"), apply and are incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA will control

31. GOVERNMENT USERS.

31.1. Scope.This section applies if you are a governmental or public entity, including any agency, department, Crown corporation, or instrument of any federal, provincial, territorial, or municipal government in Canada or any equivalent governmental body, quasi-governmental agency, or perform activities on behalf of a government, in any other jurisdiction ("Government User"). The Software is commercial computer software and the Services are commercial services, developed entirely at private expense. All Software and Documentation provided under this Agreement is and shall remain the proprietary and confidential information of Loon. Any use, reproduction, modification, release, disclosure, or transfer of the Software, Services, or Documentation by a Government User is subject solely to the restrictions and terms set forth in this Agreement, and all other use is prohibited. Loon's provision of the Services and Software to a Government User does not constitute or imply any endorsement, recommendation, or approval of Loon, its Services, or its Software by any governmental authority.
31.2. Canadian Government Users. If you are a department, agency, Crown corporation, or instrument of the Government of Canada, or a provincial or territorial government entity, this Agreement constitutes the complete and exclusive statement of terms governing your use of the Services and Software, superseding any conflicting procurement instrument, standing offer, or supply arrangement to the extent permitted by applicable Law. Any provision that conflicts with the Financial Administration Act (R.S.C., 1985, c. F-11), the Government Contracts Regulations (SOR/87-402), any applicable Treasury Board policy, or any equivalent provincial or territorial procurement law shall be deemed modified only to the minimum extent necessary to conform to applicable Law. Nothing in this Agreement constitutes a waiver of any Crown privilege or immunity, nor a waiver of any rights Loon may have under applicable Law with respect to any federal, provincial, or territorial Crown.
31.3. International Government Users. If you are a governmental entity outside of Canada, this Agreement governs your use of the Services and Software to the maximum extent permitted by applicable Law, with any conflicting mandatory procurement provisions deemed modified only to the minimum extent necessary to conform to such Law. If the laws of your jurisdiction purport to vest ownership of procured software in a governmental authority, you represent and warrant that you have obtained all necessary exemptions or waivers to ensure Loon retains full ownership of its intellectual property prior to accessing the Services or Software. Unless prohibited by applicable Law, all terms and conditions of this Agreement apply to Government Users.
31.4. Loon Intellectual Property. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to transfer, assign, or otherwise vest in any Government User any ownership, title, or interest in or to the Services, Software, Documentation, or any Proprietary Rights of Loon therein. Loon's intellectual property rights in the Services and Software are expressly excluded from any deemed modification under this Section 31 and shall remain solely and exclusively vested in Loon at all times.

32. MARKETING. Loon may ask for your written consent to identify you as a customer or use your logo across Loon marketing materials. If granted consent, we will use any trademarks provided by you in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.

33. MISCELLANEOUS

33.1. Assignment; Successors and Assigns. You may not assign your rights or transfer any of your obligations under this Agreement without our prior express written consent. Any purported assignment or transfer in violation of this section is null and void. For purposes of this Section, a change of control of you or the legal entity you represent, including by way of merger, acquisition, reorganization, or transfer of a majority of voting interests or equity ownership, shall be deemed an assignment requiring Loon's prior express written consent. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.
33.2. Force Majeure. Except for payment obligations, Loon will not have any liability for failures or delays resulting from conditions beyond Loon’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.
33.3. Governing Law; Jurisdiction; and Venue. The laws of the Province of Ontario and the applicable federal laws of Canada, regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement, including its interpretation, construction, performance, and enforcement, including tort and statutory claims related to this Agreement. Provisions relating to arbitration are governed by the Arbitration Act, 1991 (Ontario) and, where applicable, the International Commercial Arbitration Act, 2017 (Ontario).

Except as otherwise provided in Section 29 (Dispute Resolution, Arbitration Agreement), the parties consent to the exclusive jurisdiction and venue of the courts of the Province of Ontario and the Federal Court of Canada, sitting in Ottawa, Ontario, for any dispute not subject to arbitration under this Agreement.

Notwithstanding the above, nothing in this Section 33.3 precludes either party from initiating proceedings before any competent intellectual property body to the extent that such proceedings relate to the validity, enforceability, or unenforceability of any copyright, patent, trademark, industrial design, or other intellectual property right owned or assigned to either you or Loon, including the Canadian Intellectual Property Office (CIPO), the Federal Court of Canada, the Trademarks Opposition Board, World Intellectual Property Organization (WIPO), or any foreign patent, trademark, or copyright office, as long as any such proceeding relates to the validity, enforceability, or unenforceability of any copyright, patent, trademark, or other intellectual property right owned or assigned to either you or Loon.

If you are a consumer residing in the European Union, European Economic Area, or United Kingdom, nothing in this governing law provision limits or removes any rights you have under the mandatory consumer protection laws of your country of residence.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

33.4. Language and Translations. All notices and communications under this Agreement must be provided in the English language. If we provide a translation of the English-language version of this Agreement, then the English-language version of this Agreement controls in the event of conflict or inconsistency.
33.5. Accessibility. Loon endeavours to make the Services and Software accessible in accordance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, as published by the World Wide Web Consortium (W3C), and in compliance with the Accessible Canada Act (S.C. 2019, c. 10) and any accessibility legislation applicable to your use of the Services. If you encounter an accessibility barrier in connection with the Services or Software, please contact us at support@loonbio.com and Loon will use commercially reasonable efforts to address the barrier in a timely manner. Nothing in this section constitutes a warranty or guarantee that the Services or Software will meet any specific accessibility standard at all times, and Loon's obligations under this Section are subject to the disclaimers and limitations set forth in Sections 26 and 28 of this Agreement.
33.6. Merger; Integration. This Agreement constitutes and embodies the final agreement between you and Loon and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and Loon regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to and do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an Order. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor Loon has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.
33.7. No Agency Relationship. Loon and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under the common law of the Province of Ontario, the applicable federal laws of Canada, or any other applicable Law.
33.8. No Third-Party Rights or Remedies. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than Loon and you or the entity you represent.
33.9. Notice. We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and physical address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by Loon) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Loon at “Litigation Department, Loon Inc. 7 Bayview Station Rd, Ottawa, Ontario, K1Y 2C5, Canada.”.
33.10. Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and Loon intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If a construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement and the rest of this Agreement will remain in full force and effect.
33.11. Survival. All sections of this Agreement which, by their nature should survive termination or expiration, will survive, including sections pertaining to confidential information, Loon’s Proprietary Rights, license rights granted by you to Loon, payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.
33.12. Waiver. Loon’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by Loon’s duly authorized representative.
33.13. Interpretation. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

Copyright © 2026 Loon Inc. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.