Terms of Service

Please read these terms, conditions carefully. By signing up to the Platform, you acknowledge and accept to be bound to these terms, conditions.

1. Definitions and Interpretation

Accounts

LoonaLabs offers a flexible account structure with Parent and Child Accounts to accommodate organisations of various sizes and complexities. This hierarchical system enables efficient management, data segregation, and tailored access controls, empowering you to optimise your use of our platform.

Parent Account

A Parent Account is the primary account within your organisation that serves as a central hub for managing all associated sub-accounts or departments. It provides an overarching view of your organisation's usage, billing, and administrative settings.

Child Account

A Child Account is a sub-account created under a Parent Account. It represents a specific department, branch, or team within your organisation and allows for granular management of users, data, and permissions. Child Accounts inherit certain settings from the Parent Account but can have unique configurations as needed.

Add-Ons means any add-ons selected by you and added to your Plan, including ready to go courses and/or additional Creator Seats. Add-Ons can be, but not limited to: Loona AI and credits, Child Accounts, Seats (Super Admin, Admin, Creator, Learner) Templates, branding and theme, cloud storage.

The Australian Consumer Law comprises the provisions outlined in Schedule 2 of the Competition and Consumer Act 2010 (Commonwealth), as applied under Part XI or relevant state or territory legislation.

Confidential Information of a Party means confidential, proprietary, and commercially sensitive information of a Party (Disclosing Party) disclosed to, learned by, or accessed by the other Party (Receiving Party), regardless of form or manner of disclosure, including:

• Information identified as confidential by the Disclosing Party or information that ought reasonably to have been known by the Receiving Party to be confidential; and
• Information relating to the Disclosing Party’s business affairs and practices, including financial data, business opportunities, plans, processes, and methodologies.

• Publicly available through no act or omission of the Receiving Party;
• Independently known or developed by the Receiving Party, as evidenced by the Receiving Party’s written records; or
• Lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation to the Disclosing Party.

Dispute Notice means a notice issued by a party claiming a dispute has arisen, which is issued to the other party setting out the nature of the dispute and all other information relevant to the dispute.

Features

Loonalabs empowers you to effortlessly design and develop exceptional learning content. With a robust suite of features, including access controls, interactive assessments, seamless collaboration, content organisation, and versatile templates, you can create engaging learning experiences tailored to your audience.

Fee/s means (where applicable) the fees payable by you for your use of the Platform including for your Subscription, any overage of Monthly Active Users, and/or any applicable Add-Ons.

Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightning, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:

• directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and
• is beyond the reasonable control of that party.

Loona AI refers to advanced computational systems that leverage techniques such as machine learning, natural language processing, and artificial intelligence to analyse, understand, and generate information or complete tasks. These systems encompass a wide range of technologies, including large language models, algorithms, software, and platforms.

Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.

Month means the period from the day of the month you first purchase a Subscription to the same day of the following month, or the last day of that month if it doesn't have the same day (e.g., April 2 - May 2, January 31 - February 28/29).

Monthly Active Creator means a user who creates or edits a creation at least one creation (course, presentation, document) in the LoonaLabs Platform.

Monthly Active Learner means a user creates who launches at least one creation (course, presentation, document) in the Looalabs Library component of the Platform at least once during a Month.

Our IP has the meaning given to that term in clause 13.1.

Payment Cycle means the relevant timing of payments to us under this agreement and as agreed at the Point of Purchase (eg annually or monthly in advance).

Payment Method means the form of payment selected by you at the Point of Purchase, and may include, but is not limited to, invoice, or automated payment by credit or debit card.

Plan means the plan selected and purchased by you for your LoonaLabs Subscription as described on the Loonalabs website (or other Point of Purchase), which determines the scope of your Super Admin, Admin, Creator and Learner Subscription (e.g., number of Seats, functionality, features, and support).

Platform means our digital learning creation/authoring tool and hosting software platform, known as Loonalabs, made up of the following:

• Creator, in which users who are assigned Creator seats create and design courses and learning content; and
• Library in which Monthly Active Learners engage with, launch, and/or undertake the courses and learning content

Pre-Existing IP means any Intellectual Property Rights in any materials existing at the date of this agreement, including Intellectual Property Rights in software, hardware or documentation and materials used in our or your business.

Start Date means the date these terms and conditions are accepted by you.

Subscription means the right to access and utilise the Platform, including any Add-Ons, during the specified subscription term, whether monthly or term based.

Subscription means either your Creator Base Subscription where that is the only subscription you have, or together your Creator Base Subscription and Learner Tier Subscriptions where you have both subscriptions.

Subscription Term means the duration of your Subscription as agreed to at the Point of Purchase and includes any renewal period.

Term refers to the length of a subscription. This can be:

• Monthly: Renews every month.
• Quarterly: Renews every three months.
• Annually: Renews every year.

Update has the meaning given to that term in clause 10.

User Based Roles

Define the specific permissions and capabilities assigned to different user types within the LoonaLabs platform. These roles are essential for maintaining security, controlling access, and optimising user experience. By carefully defining and assigning roles, organisations can ensure that users have the appropriate level of authority to perform their tasks efficiently while safeguarding sensitive data.

Super Admin

Have unrestricted, automated access to the entire admin panel, including complete control over all parent and child accounts. All employees, agents and independent contractors of yours who are authorised by you to be supplied User Logins to access and use the Platform. Users includes users who are given Super Admin, Admin, Creator and Learner Seats.

Admin

Can be at an account or a parent account level. It will have the creator role but also the ability to manage billing and see courses, analytics across the account and/or Parent account. All employees, agents and independent contractors of yours who are authorised by you to be supplied User Logins to access and use the Platform. Users includes users who are given Admin, Creator and Learner Seats.

Creator

Has full access to the modules except the ability to add admin users, manage billing. The user will only be able to see the courses created by ownself and by other creators under the same account (if the content is not private)

Learner

Consumes created content. Note that a user can also create and share content, however will have to work under the settings set by the Client Admin.

User Logins means the unique username and password of your Users for their access to, and use of, the Platform.

1. Agreement

1.1 Unless otherwise stated, the following rules apply to this Agreement:

• Headings: The headings used in this Agreement are for reference only and do not affect its interpretation.
• Singular includes the plural and vice versa: Words in the singular include the plural and vice versa. Words of one gender include all genders.
• Defined Terms: Words or phrases defined in this Agreement have corresponding meanings in other grammatical forms.
• Statutes: References to statutes include any amendments, consolidations, or replacements.
• Currency: "$" means Australian dollars.
• Parties: References to a party include its successors and permitted assigns.
• Inclusive Language: The use of "includes" or "including" does not limit the meaning of preceding words.
• Clause References: References to a clause are references to a clause in this Agreement.

2. Formation of Agreement

1.2 Upon your purchase of a Subscription (and/or any Add-Ons) through the Point of Purchase and your acceptance of these Terms and Conditions, a binding agreement is formed between you and LoonaLabs Pty Ltd ACN 675 146 200 of 10a Bluff Road, Black Rock (LoonaLabs). This Agreement governs your use of and access to the Platform.

3. Trial

3.1 Certain Plans may offer new customers a free 30-day trial of the Platform. The trial commences on the Start Date. You may cancel the trial at any time before the end of the 30-day period. If you do not cancel, your access to the Platform will cease at the end of the trial unless you purchase a Subscription.

3.2 Beta Access certain plans may provide access to Beta Features. Beta Features are experimental and may be subject to changes, errors, or interruptions. Your use of Beta Features is entirely voluntary. LoonaLabs assumes no liability for any harm or damages arising from your use of Beta Features.

4. Subscription components and structure

4.1 This Agreement will commence on the Start Date and continue in accordance with the provisions set out below.

Structure and Components

4.2 To access and use the Creator component of the LoonaLabs Platform, you must have a Creator seat, which will either be annual or monthly, subject to the remainder of this clause 4.

4.3 Where you also want to access the Learning component of the LoonaLabs Platform, you must have a Creator Subscription for a relevant Plan and you must also have a Learner Tier Subscription, which will be the same length as your Creator Subscription (i.e., annually or monthly), subject to the remainder of this clause 4.

4.4 Your LoonaLabs Subscription will consist of a Creator Subscription and, where you have signed up to the Learning component of the LoonaLabs Platform, will also include a Learner Tier Subscription.

4.5 Your LoonaLabs Subscription will operate and renew in accordance with clauses 4.8 to 4.10 below. For your Learner Tier Subscription, your Tier and Monthly Active Users will operate in accordance with clause 4.11.

4.6 You are agreeing to having a LoonaLabs Subscription on an auto-renewing basis for an indefinite period until cancelled by you or LoonaLabs in accordance with these terms and conditions.

4.7 When you have the relevant LoonaLabs subscription, from time to time, you may also purchase Add-Ons which will be accessible as part of your relevant LoonaLabs subscription.

4.8 LoonaLabs Subscription Your LoonaLabs Subscription will commence on the Start Date and will initially continue for either:

• 12 months (Annual Subscription); or
• Quarterly (3-month subscription) or
• 1 month (Monthly Subscription) (as selected at the Point of Purchase).

Monthly Active Seats Tier Usage

4.10 If your LoonaLabs Subscription includes a Learner or User (Super Admin, Admin, Creator) Tier component, the number of Monthly Active Learners and/or Users will be monitored each Month. If the number of Monthly Active Learners and/or Users exceeds the limit of your Tier during a specific Month, you will incur additional charges. These charges will be calculated based on the next higher Tier for the portion of the Month where the overage occurred. Payment of these additional fees will follow the guidelines outlined in clause 6.3.

Plan and Tier Adjustments

4.11 You have the option to modify your LoonaLabs Plan and/or Tier as follows:

Monthly Subscriptions:

• You can change your Plan and/or Tier at any time within the LoonaLabs Platform.
• Downgrades will take effect at the start of the following Month, with your fees adjusted accordingly.
• Upgrades will be immediate. However, for upgrades made during a Month, the subsequent Month's payment will include both the new Plan/Tier fees and a charge to cover the difference between the previous and new Plans/Tiers for the portion of the current Month.

• Downgrades can be initiated anytime within the LoonaLabs Platform but will only take effect at the renewal of your Subscription Term. Fees will be adjusted for the upcoming term.
• To upgrade your Plan or Tier during an Annual or quarterly Subscription term, please contact the LoonaLabs team. Fee adjustments will be applied for the remainder of the current term.

5. Subscription cancellation and termination

5.1 You may cancel your LoonaLabs Subscription (in whole or part, subject to clause 5.4) by providing at least 7 days' notice before your next scheduled payment (Cancellation Cut-off).

5.2 If your cancellation request is received before the Cancellation Cut-off, it will take effect on the date you have already paid for, subject to clauses 5.4 and 5.5. You can continue to access the cancelled components until that date.

5.3 If your cancellation request is received after the Cancellation Cut-off, you will be charged for the component(s) you wish to cancel for the next payment cycle. These components will remain accessible until the end of the current Subscription term you have paid for, subject to clauses 5.4 and 5.5.

5.4 Cancelling your Creator Subscription will also terminate your Learner Tier Subscription and access to any Add-ons.

5.5 If you cancel your Learner Tier Subscription, you may still owe additional fees for any Monthly Active Learner overage as outlined in clause 4.11, even if you have already paid in advance.

5.6 You may cancel your LoonaLabs Subscription if you disagree with:

• A fee increase as per clauses 6.5 or 6.6; or
• A change to these terms and conditions as per clause 18.6.

• These terms and conditions remain unchanged; and
• Your current fees will stay the same until the cancellation takes effect.

5.9 When your Subscription is cancelled:

• This Agreement ends according to the relevant termination provisions.
• Download your Content from the Platform before the cancellation date if applicable and available (excluding purchased Add-on content). Check your Plan as this might not be available for all Plans.
• Your User Logins and Platform access will be deactivated on the cancellation date.
• You must stop using the Platform and Add-ons.
• Pay any outstanding fees within 14 days.
• Return or securely destroy any Confidential Information.

• Cannot be resolved; or
• Is not fixed within 30 days of LoonaLabs notifying you.

6. Fees

6.1 You will pay your LoonaLabs Fees in accordance with your chosen payment method and these terms and conditions for each payment cycle.

6.2 If you purchase Add-Ons during your Subscription term, the fees for those Add-Ons will either be charged at the time of purchase or added to your next payment cycle fees.

6.3 Additional fees for exceeding your Monthly Active User or Learner limit (as outlined in clause 4.11) will be payable in the month following the overage and processed through your chosen payment method. This means we will either charge your nominated debit/credit card for automated payments or invoice you for payment within 30 days.

6.4 Automated Payments:

• Your nominated debit or credit card will be charged when your Subscription starts and then on each relevant payment cycle without further authorisation from you (except in the case of earlier cancellation as per these terms).
• It is your responsibility to ensure:
• We are not liable for charges due to outdated payment information. If such charges cause us any expense, we reserve the right to seek reimbursement from you.
• If you believe you've been charged incorrectly, contact us at hello@loonalabs.com or your credit card provider to confirm the disputed charge.
• If we cannot process your payment, we have the right to:
• We may suspend your account and Platform access until all outstanding fees are paid.

• We will invoice you for the Fees 30 days before your next payment cycle. You must pay the invoice within 30 days and in any case before your next payment cycle.
• If you have a legitimate dispute concerning an invoice, you must notify us before the due date and pay the undisputed portion by the due date.
• If you fail to pay an undisputed invoice by the due date, we reserve the right to:

• We may increase fees for any reason, including increased fees from third-party suppliers, with 30 days' written notice to you. The increase will take effect on your next payment cycle.

• Without limiting clause 6.6, fees may be increased annually by the percentage increase in the Consumer Price Index (CPI) for the same period. This increase will take effect on your next payment cycle.

• All fees, prices, or other sums payable under this agreement are exclusive of GST (Goods and Services Tax) unless otherwise stated.
• If GST applies to a taxable supply, the amount payable for that taxable supply is the amount specified in this agreement plus GST.
• GST and Taxable Supply have the meanings given to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7. Licence

7.1 LoonaLabs grants you a non-transferable, non-exclusive right and license to access and use the relevant component of the LoonaLabs Platform and any Add-Ons in accordance with your Plan, this Agreement, and for your internal business purposes until your Creator Subscription and/or Learner Tier Subscription is cancelled or terminated.

7.2 LoonaLabs will provide you with:

• Your Subscription to access the LoonaLabs Platform and the relevant components;
• Any applicable Add-Ons; and
• User Logins.

8. Accounts

8.1 To access and use the LoonaLabs Platform, your Users must create an account using their allocated User Login.

8.2 You are solely responsible for:

• Ensuring each User Login is used by only one person.
• Preventing Users from sharing, publishing, or distributing their User Logins to third parties.
• All activities on your account by you or your Users, including any unauthorised access by third parties.
• Maintaining the confidentiality and security of your account and User Logins, and promptly notifying LoonaLabs of any unauthorised use.
• Protecting Your Content, including backing it up, ensuring its security, and taking appropriate measures to prevent accidental, unlawful, or unauthorised access, use, or disclosure.

9. Your obligations

9.1 You and your Users must comply with all applicable laws, these Terms and Conditions, and any reasonable instructions provided by LoonaLabs.

9.2 To provide you with access to the LoonaLabs Platform, you must promptly provide LoonaLabs with accurate, complete, and up-to-date information when requested.

9.3 You must not:

• Use, modify, or adapt the LoonaLabs Platform in a way that contradicts this Agreement or any law (including infringing on third-party Intellectual Property Rights).
• Transfer, distribute, or resell any copy of the LoonaLabs Platform (or any derivative) to any third party.
• Distribute viruses, corrupt files, or similar software or programs that could damage computer hardware or software.
• Copy, cache, reproduce, reverse engineer, or decompile the LoonaLabs Platform, in whole or in part.
• Do anything that could harm the existing rights, title, or interest in the LoonaLabs Platform.
• Engage in any conduct that prevents others from using or enjoying the LoonaLabs Platform.

• You do not have permission, rights, or a license to use, upload, and allow use as outlined in this Agreement.
• Is objectionable, offensive, unlawful, defamatory, deceptive, or harmful.
• Is illegal, fraudulent, or manipulative.

9.6 LoonaLabs may remove Your Content from the LoonaLabs Platform if it violates these Terms and Conditions, including if Your Content is offensive or unacceptable to LoonaLabs (in its sole discretion), or in the event of claims related to Your Content, or for any other reasonable cause.

10. Updates and back-ups

10.1 We will provide, configure, install, and maintain any updates, upgrades, enhancements, releases, corrections, bug fixes, patches, and modifications to the LoonaLabs Platform as we deem necessary (collectively, "Updates").

10.2 We may suspend access to or functionality of the Platform from time to time to implement such Updates. We will use reasonable efforts to notify you of any Update that may disrupt the Platform.

10.3 While we reserve the right to back up the Platform, we are not obligated to do so. You are solely responsible for backing up Your Content.

11. Limitation of liability

11.1 You are solely responsible for determining whether the LoonaLabs Platform is suitable for your needs.

11.2 Subject to any express warranties in this Agreement, but otherwise to the fullest extent permitted by law, we:

• Exclude all warranties, conditions, and representations of any kind relating to the Platform (including any Add-Ons), including any warranties or representations relating to quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use, guarantee of any particular outcome, and/or the security and operation of the Platform.
• Do not represent or warrant that the Platform is entirely secure, uninterrupted, or error-free, and you acknowledge that the public internet is an inherently insecure environment and that we have no control over the privacy of any communications or the security of any data outside of our internal systems.

• in the case of goods, any one or more of the following acts as determined by us: the replacement of the goods or the supply of equivalent goods;
• or the repair of the goods;
• or payment of the cost of replacing the goods or acquiring equivalent goods;
• or the payment of reasonable costs of having the goods repaired;
• or in the case of services any cost of the following as determined by us: the supplying of the services again;
• or the payment of the cost of having the services supplied again.

• Our aggregate liability in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, will not exceed an amount equal to the fees paid by you to us in the 12 months preceding any claim.
• We are not liable, whether such liability is based on breach of contract, tort (including negligence), statute, or otherwise, for any Consequential Loss, indirect, incidental, punitive, or special Losses of any kind (including loss of profit, business interruption, or a security breach).

12. Third party products and AI Programs

12.1 We may use third party products, services and/or integrations in supplying you with access to the Platform and/or in respect of features or functionalities available as part of your Plan (including incorporating such products, services and/or integrations into the Platform). You acknowledge that: your use of, and access to, such third party products and services may be subject to: i) usage parameters depending on your Plan and/or ii) additional fees and separate terms issued by the respective owner/operator of the relevant third party product and/or service, which will form a separate agreement between you and such owner/operator; we make no representations or warranties in relation to, and do not accept liability for, any such third party products and services; and III). we may suspend your use of, or access to, such third party products and services at any time, including on request from the relevant owner/operator.

12.2 Such third party products, services, and/or integrations may include AI Programs and you also acknowledge the following in respect of such AI Programs to the extent that you use or engage with such programs. You are solely responsible for ensuring that any content, courses, and/or output created used an AI Program is fit for your purposes and we do not make any warranties, representations, and/or guarantees that use of an AI Program will develop content, courses, and/or output that is appropriate for your intended use and/or result in any particular outcome. You must only use and/or input content (including Your Content) into any AI Program that you own and/or otherwise have the rights to use (including for use with AI Programs). Your use of an AI Program is subject to the relevant program’s terms and conditions, including any rights of the owner/operator of the program to use (or authorise to be used) content that you input into the AI Program (including Your Content) (eg training the relevant program) and/or ownership of any output derived from your use of the program. We will notify you of the relevant program and give you access to the corresponding terms and conditions prior to your first use. To the extent permitted by law and except to the extent that we, or the Platform, causes or contributes to the Loss, we will not be liable for any Loss suffered by you and/or your Users as a result of the use of any AI Program within the Platform, including any third party claims of infringement of Intellectual Property Rights.

13. Intellectual property rights

13.1 You acknowledge that the Intellectual Property Rights in the Platform, all Add-Ons (including all creations and content that form part of any Add-Ons) (including any source code, translations, compilations, partial copies and derivative works) (Our IP) contain confidential and proprietary information belonging exclusively to us (or the Third Party Product supplier).

13.2 Nothing in this agreement transfers ownership of any Pre-Existing IP to the other party or any other person.

13.3 Except for modifications, variations or edits made to any Add-Ons (including all creations and content that form part of any Add-Ons) (which will be owned by us and licensed to you in accordance with these terms and conditions), any Intellectual Property Rights arising in any content, including text, data, logos, documents, imagery, videos or other files entered, uploaded or created by you or your Users while using the Platform and/or the Add-Ons (Your Content) will be owned by you.

13.4 As and between you and us, you own all Intellectual Property Rights in Your Content. You grant us a royalty-free, non-exclusive, revocable licence to use Your Content to the extent necessary to perform our obligations under this agreement.

13.5 You consent to us naming you as a client and reproducing your business name and logos for marketing and publicity purposes.

13.6 You agree we may, for our own business purposes, use and incorporate any ideas, suggestions, concepts, know-how or techniques contained in information received from you that directly relates to your products or business, including any suggested changes or modification to the Platform.

14. Intellectual property rights

14.1 You acknowledge that the Intellectual Property Rights in the Platform, all Add-Ons (including all courses and content that form part of any Add-Ons) (including any source code, translations, compilations, partial copies and derivative works) (Our IP) contain confidential and proprietary information belonging exclusively to us (or the Third Party Product supplier).

14.2 Nothing in this agreement transfers ownership of any Pre-Existing IP to the other party or any other person.

14.3 Except for modifications, variations or edits made to any Add-Ons (including all courses and content that form part of any Add-Ons) (which will be owned by us and licensed to you in accordance with these terms and conditions), any Intellectual Property Rights arising in any content, including text, data, logos, documents, imagery, videos or other files entered, uploaded or created by you or your Users while using the Platform and/or the Add-Ons (Your Content) will be owned by you.

14.4 You own all Intellectual Property Rights in Your Content.  You grant us a royalty-free, non-exclusive, revocable licence to use Your Content to the extent necessary to perform our obligations under this agreement.

14.5 You consent to us naming you as a client and reproducing your business name and logos for marketing and publicity purposes.

14.6 You agree we may, for our own business purposes, use and incorporate any ideas, suggestions, concepts, know-how or techniques contained in information received from you that directly relates to your products or business, including any suggested changes or modification to the Platform. ‍

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15. Confidentiality and privacy

15.1 Each party must comply with all applicable privacy laws (including the Privacy Act 1988 (Cth)) **in connection with the collection, use, handling, disclosure, quality, security of and access to personal information that the party holds.

15.2 Both parties must keep all Confidential Information of the other party confidential and use such information for the sole purpose of performing the obligations under this agreement.

15.3 Neither party may use or disclose the Confidential Information of the other party except: for the reasonable purposes of fulfilling its obligations under this agreement or as otherwise permitted by this agreement; to its employees or advisers on a need-to-know basis, subject to ensuring that such persons understand and comply with the confidentiality obligations under this clause; as required by law, subject to notifying the other party immediately if it becomes aware that such disclosure may be required; or with the other party’s prior written consent.

16. Force majeure

If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.

16. Dispute resolution

16.1 To initiate a dispute resolution process, a party claiming an issue with the other party must first issue a formal "Dispute Notice."

16.2 Within seven days of receiving the Dispute Notice, both parties must meet to attempt to resolve the dispute. Each party should send a representative with the authority to agree on a solution or methods for reaching a resolution. All aspects of these meetings will be confidential and will not prejudice either party's rights, obligations, or liabilities under the agreement.

16.3 If the dispute remains unresolved after 30 days (or a longer period mutually agreed upon in writing by both parties) following the Dispute Notice, then either party may initiate legal proceedings in court to address the dispute.

16.4 Regardless of an ongoing dispute, both parties are obligated to continue fulfilling their responsibilities under the agreement unless those obligations are directly related to the dispute itself.

17. Notices

17.1 All notices or other communications under this agreement must be made in writing and received in full and legible form at the designated email address of the recipient.

17.2 You must send any notices or communications to us under this agreement to hello@loonalabs.com.

17.3 A notice will be considered received on the earlier of:

• When the sender receives an automated confirmation message of delivery.
• Within 24 hours after the message was sent (based on the timestamp of the device used to send the message).

18. General

18.1 Nothing in this agreement establishes an employment relationship, agency, partnership, or joint venture between the parties. Both parties acknowledge and agree that neither has the authority to bind the other party or enter into agreements on their behalf, except as otherwise specified in this agreement.

18.2 We may subcontract the fulfillment of any part of our obligations or services to a third party. However, we will remain fully liable for the actions of these subcontractors as if they were our own employees.

18.3 This agreement constitutes the entire understanding between the parties concerning the subject matter and supersedes all prior communications, both written and verbal.

18.4 The failure of either party to enforce any provision under this agreement does not waive their right to enforce that provision or any other provision in the future.

18.5 If any term or provision of this agreement is found to be illegal, invalid, or unenforceable under applicable law, that specific term or provision will be severed from the agreement, and the remaining terms and conditions will not be affected.

18.6 We have the right to modify these terms and conditions by sending you an email notification.

• If the changes impact your Subscription, Plan, Tier, access to the Platform, or either party's warranties and liabilities under the agreement, we will provide you with 14 days' notice before the changes take effect.
• All other changes will be effective from the date of notification.
• By continuing to use the Platform after the relevant effective date of notification (considering clause 5.6), you will be deemed to have accepted the amended terms and conditions.
• The date listed at the beginning of these terms and conditions reflects the date they were last updated.

18.8 Any warranties, indemnities, or confidentiality obligations outlined in this agreement will survive termination of the agreement. Similarly, any other terms inherently intended to survive termination will also remain in effect after termination of this agreement.

18.9 This agreement is governed by and construed following the laws of Victoria, Australia. Both parties agree to submit to the non-exclusive jurisdiction of the courts of Victoria.