Terms of Service

Loon Shoot Pty Ltd
ABN: 85 638 743 932
Last updated: 25 March 2026

These Terms of Service ("Terms") form a binding agreement between you ("Customer", "you") and Loon Shoot Pty Ltd (ABN 85 638 743 932), a company registered in Victoria, Australia ("Loon Shoot", "we", "us"), governing your access to and use of the services made available through the Outrun and AIRank platforms (collectively, the "Platform").

By creating an account or tenant on the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and the Data Processing Agreement (the "DPA"), which is incorporated by reference.

If you are agreeing on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

1. Definitions

"Account" means the account created by Customer to access the Platform.

"Aggregated Data" means Customer Data that has been anonymised, de-identified, and aggregated such that it cannot reasonably be used to identify any individual or Customer.

"AI Output" means any content, analysis, prediction, classification, recommendation, or other output generated by the Platform's artificial intelligence or machine learning features.

"Confidential Information" means any information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product roadmaps, customer lists, pricing, financial information, and any personal data processed under these Terms.

"Customer Data" means all data, content, and information uploaded, submitted, or otherwise provided by Customer or its authorised users to the Platform, including personal data.

"DPA" means the Data Processing Agreement available at getoutrun.com/legal/dpa, as updated from time to time.

"Intellectual Property" means patents, trademarks, service marks, trade names, copyrights, moral rights, database rights, design rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered.

"Personal Data" has the meaning given under applicable data protection law, including the Privacy Act 1988 (Cth), the UK GDPR, and the EU GDPR, as applicable.

"Platform" means the Outrun and AIRank software-as-a-service platforms, including all features, APIs, documentation, and updates made available by Loon Shoot.

"Services" means the services provided by Loon Shoot to Customer via the Platform, as described in the applicable service description or Statement of Work.

"Statement of Work" or "SOW" means a separately executed document describing specific consulting, onboarding, or custom project services.

"Tenant" means the isolated environment provisioned for Customer within the Platform.

2. Account Registration & Tenant Creation

2.1. To use the Platform, you must create an Account and provision a Tenant. You agree to provide accurate, current, and complete information during registration.

2.2. You are responsible for maintaining the security of your Account credentials and for all activity that occurs under your Account.

2.3. You must promptly notify us at [email protected] if you become aware of any unauthorised access to your Account.

2.4. You must be at least 18 years old and have the legal capacity to enter into these Terms.

3. Services & Licence Grant

3.1. Subject to these Terms and payment of applicable Fees, Loon Shoot grants Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Term solely for Customer's internal business purposes.

3.2. This licence does not include the right to: (a) sublicence, sell, resell, or distribute the Platform; (b) modify, reverse-engineer, decompile, or disassemble the Platform; (c) use the Platform to build a competing product; or (d) access the Platform in order to benchmark it against a competing product without Loon Shoot's prior written consent.

3.3. Loon Shoot may update, modify, or improve the Platform from time to time. We will use reasonable efforts to notify you of material changes.

4. AI/ML Services & Disclaimers

4.1. The Platform includes artificial intelligence and machine learning features that process Customer Data and generate AI Outputs.

4.2. AI Outputs are provided on an "as-is" basis. Loon Shoot does not guarantee the accuracy, completeness, reliability, or fitness for any particular purpose of any AI Output.

4.3. AI Outputs may contain errors, inaccuracies, or hallucinations. Customer is solely responsible for reviewing, validating, and verifying all AI Outputs before relying on them or taking any action based on them.

4.4. AI Outputs do not constitute professional advice of any kind, including legal, medical, financial, or regulatory advice.

4.5. Loon Shoot is not liable for any decision made, action taken, or outcome arising from Customer's use of or reliance on AI Outputs.

4.6. The AI models underlying the Platform are provided by third-party model providers and may be updated, changed, or replaced from time to time. Model behaviour, including the quality and characteristics of AI Outputs, may change as a result. Loon Shoot will use reasonable efforts to maintain service quality but does not guarantee consistency of AI Outputs over time.

4.7. Automated Decision-Making. If Customer uses AI Outputs in any automated decision-making process that produces legal effects or similarly significant effects on individuals (including under Article 22 of the UK GDPR or EU GDPR), Customer is solely responsible for: (a) ensuring a lawful basis for such processing; (b) implementing meaningful human review; (c) providing data subjects with information about the automated processing; and (d) providing a mechanism for data subjects to contest decisions. Loon Shoot does not accept responsibility for Customer's use of AI Outputs in automated decision-making.

5. Data & Privacy

5.1. Customer retains all rights, title, and interest in Customer Data at all times. Nothing in these Terms transfers ownership of Customer Data to Loon Shoot.

5.2. Loon Shoot's processing of Personal Data contained in Customer Data is governed by the DPA at getoutrun.com/legal/dpa. By agreeing to these Terms, Customer also agrees to the DPA.

5.3. Data Residency. Outrun operates a Global data residency model. Customer Data is stored in available regions based on geographic identifiers in the data record, where possible. Currently, all Customer Data is stored in the EU region (Falkenstein, Germany — Hetzner Online GmbH). As additional regions become available, data under the Global model may be distributed to the nearest region to the end customer. Under the Global model, data may be relocated between regions to maintain service availability during infrastructure events such as regional outages, capacity constraints, or maintenance.

5.4. Region-Locked Residency. Customers requiring strict data residency guarantees may opt for a Region-Locked residency plan, restricting all data storage to a single designated region regardless of end customer location or availability events. Currently available: EU Only — all data stored exclusively in Hetzner, Falkenstein, Germany. Additional region-locked options may be offered as new regions become available.

5.5. AI Processing. AI and machine learning inference is performed via Google Vertex AI using a European endpoint (europe-west3, Frankfurt, Germany). All AI inference requests are processed in the EU. Prompt data is not stored by the inference provider and is subject to Google's data processing terms.

5.6. Infrastructure Metadata. Database system metadata (schema definitions, cluster coordination, health checks) may be shared across infrastructure for service availability. This metadata does not contain Customer Data, personally identifiable information, or business data.

5.7. Transactional Email. Email notifications are delivered via Amazon Web Services Simple Email Service (SES) in the United States. Email content transits US infrastructure during delivery. No email content is stored after delivery.

5.8. Customer acknowledges that: (a) AI processing involves the transmission of Customer Data to Google Cloud Platform in the EU for model inference; (b) under the Global residency model, data may be distributed across available regions as they become available; and (c) transactional email is delivered via US infrastructure, as further described in the DPA.

5.6. Customer acknowledges that Loon Shoot may use Aggregated Data for the purposes of improving the Platform, conducting research, and generating benchmarks, provided that such data cannot reasonably be used to identify Customer or any individual.

6. Mutual Confidentiality

6.1. Each party agrees that it will: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this section; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms.

6.2. The obligations in clause 6.1 do not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was already known to the Recipient without restriction before disclosure by the Discloser; (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided that the Recipient gives the Discloser reasonable prior written notice (where permitted by law) and cooperates with any effort to obtain protective treatment.

6.3. Residuals. Nothing in this section restricts either party's use of general knowledge, skills, and experience retained in the unaided memory of its personnel, provided that this exception does not permit the reproduction of Confidential Information or the infringement of any Intellectual Property rights.

6.4. Upon termination of these Terms or upon written request by the Discloser, the Recipient will promptly (and in any event within 30 days) return or destroy all Confidential Information in its possession, except to the extent that retention is required by applicable law or for the Recipient's reasonable archival or compliance purposes.

6.5. The obligations in this section survive termination of these Terms and continue for a period of two (2) years from the date of disclosure, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

7. Marketing & Case Studies

7.1. Customer grants Loon Shoot the right to use Customer's name, logo, and trade marks in Loon Shoot's client lists, marketing materials, case studies, and on its website.

7.2. Loon Shoot will provide Customer with reasonable prior notice before publishing any case study or detailed marketing material that references Customer. If Customer objects to any specific use, Loon Shoot will promptly remove or amend the reference.

7.3. This right does not extend to the creation of endorsements or testimonials attributed to Customer or its personnel without Customer's separate written consent.

7.4. Customer may revoke this right at any time by providing written notice to [email protected]. Upon receiving such notice, Loon Shoot will remove Customer's name and logo from future marketing materials within a reasonable timeframe (not exceeding 30 days) and will not use them in new materials going forward. Existing published materials (e.g., blog posts, archived case studies) may remain available but will not be actively promoted.

8. Intellectual Property

8.1. Loon Shoot IP. Loon Shoot retains all rights, title, and interest in and to the Platform, including all software, algorithms, models, documentation, trade marks (including the Outrun and AIRank marks), and all related Intellectual Property. Nothing in these Terms grants Customer any rights in Loon Shoot's Intellectual Property except the limited licence in clause 3.

8.2. Customer Data. Customer retains all rights, title, and interest in Customer Data. Customer grants Loon Shoot a limited, non-exclusive licence to process Customer Data solely as necessary to provide the Services.

8.3. Aggregated Data. Customer acknowledges that Loon Shoot may use Aggregated Data to improve the Platform, develop new features, and create industry benchmarks, provided such data cannot identify Customer or any individual.

8.4. Feedback. If Customer provides suggestions, ideas, or feedback about the Platform ("Feedback"), Loon Shoot may freely use, incorporate, and commercialise such Feedback without obligation or compensation.

9. Fees & Payment

9.1. Customer agrees to pay the Fees applicable to the selected subscription plan, as set out on the Platform's pricing page or in the applicable SOW.

9.2. Subscription Fees are invoiced in advance (monthly or annually, as selected by Customer). Consulting and custom project fees are as specified in the applicable SOW.

9.3. All Fees are exclusive of applicable taxes (including GST, VAT, or sales tax), which will be charged where required by law.

9.4. Payment is due within fourteen (14) days of the date of invoice, unless otherwise agreed in writing.

9.5. Late Payment. If any amount is overdue by more than 14 days, Loon Shoot may: (a) suspend Customer's access to the Platform until payment is received; and (b) charge interest on the overdue amount at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) for Australian customers, or at 4% per annum above the Bank of England base rate for UK customers, or at the applicable statutory rate for other jurisdictions.

9.6. Loon Shoot may change its pricing upon 30 days' written notice. Price changes take effect at the start of the next billing period.

10. Term & Termination

10.1. Term. These Terms take effect when Customer creates an Account and continue until terminated in accordance with this section.

10.2. Subscription Term. Subscriptions are for the period selected by Customer (monthly or annual) and automatically renew for successive periods of the same duration, unless either party provides at least 30 days' written notice before the end of the current period.

10.3. Termination for Convenience. Either party may terminate these Terms for any reason by providing 30 days' written notice to the other party.

10.4. Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach that remains uncured for 14 days after receiving written notice of the breach; or (b) becomes insolvent, enters administration, liquidation, or any analogous proceeding.

10.5. Effect of Termination. (a) Upon termination, Customer's licence to the Platform ceases immediately. (b) Customer will have 30 days from the effective date of termination to export Customer Data from the Platform. (c) After the 30-day export period, Loon Shoot will delete Customer Data in accordance with the DPA, unless retention is required by applicable law. (d) Termination does not affect any accrued rights or obligations, including the obligation to pay any outstanding Fees.

10.6. Survival. Clauses 4 (AI Disclaimers), 6 (Confidentiality), 7.4 (Marketing revocation), 8 (IP), 10.5 (Effect of Termination), 11 (Limitation of Liability), 12 (Indemnification), and 14 (Governing Law) survive termination of these Terms.

11. Limitation of Liability

11.1. Cap. To the maximum extent permitted by law, each party's total aggregate liability to the other party under or in connection with these Terms (whether in contract, tort, negligence, or otherwise) is limited to the total Fees paid or payable by Customer in the 12-month period immediately preceding the event giving rise to the claim.

11.2. Exclusion of Indirect Loss. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data (except as addressed in the DPA), goodwill, or business opportunity, however arising, even if advised of the possibility of such damages.

11.3. Carveouts. The limitations in clauses 11.1 and 11.2 do not apply to: (a) liability for fraud or wilful misconduct; (b) either party's obligations under clause 6 (Confidentiality); or (c) Customer's obligation to pay Fees.

11.4. Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or right under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded, restricted, or modified by agreement. To the extent that Loon Shoot is entitled to limit its liability for a breach of a consumer guarantee, Loon Shoot's liability is limited to (at Loon Shoot's election): (a) re-supply of the services; or (b) payment of the cost of having the services re-supplied.

11.5. UK/EU Customers. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

12. Indemnification

12.1. Each party agrees to defend, indemnify, and hold harmless the other party from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) the Indemnifying Party's wilful misconduct or fraud; or (b) the Indemnifying Party's infringement of a third party's Intellectual Property rights through materials it owns or controls.

12.2. For clarity: Loon Shoot does not indemnify Customer for: (a) any claim arising from Customer's use of or reliance on AI Outputs; (b) any claim arising from Customer Data or Customer's use of the Platform; or (c) any claim arising from Customer's failure to comply with applicable law, including data protection law.

13. Warranties & Disclaimers

13.1. Loon Shoot warrants that: (a) it will perform the Services with reasonable care and skill; and (b) the Platform will materially conform to its published documentation.

13.2. Except as expressly stated in clause 13.1 and to the maximum extent permitted by applicable law, the Platform and Services are provided "as is" and "as available". Loon Shoot does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

13.3. Loon Shoot makes no warranty regarding the accuracy, reliability, or fitness for purpose of any AI Output.

13.4. Nothing in this clause affects any warranties or consumer guarantees that cannot be excluded under applicable law, including under the Australian Consumer Law.

14. Governing Law & Dispute Resolution

14.1. These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia.

14.2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

14.3. Informal Resolution. Before commencing formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of not less than 30 days following written notice of the dispute.

15. General Provisions

15.1. Entire Agreement. These Terms, together with the DPA and any SOWs, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and communications relating to the subject matter.

15.2. Severability. If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

15.3. Waiver. A failure or delay by either party in exercising any right under these Terms does not constitute a waiver of that right.

15.4. Assignment. Customer may not assign or transfer these Terms without Loon Shoot's prior written consent. Loon Shoot may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.5. Force Majeure. Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, internet or utility failures, or third-party service outages.

15.6. Notices. Notices under these Terms must be in writing and sent to: (a) for Loon Shoot, [email protected]; (b) for Customer, the email address associated with Customer's Account. Notices are deemed received when delivered.

15.7. Independent Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.