Advertising Terms and Conditions

to that word or phrase in the Key Details;

by the words immediately preceding any bolded and bracketed word(s) or phrase(s); or

in the definitions in clause 17 of this agreement.

Subject to clause 1.2(b) and unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and the Key Details, these terms and conditions will prevail to the extent of such inconsistency.

Any Special Conditions set out in the Key Details that are:

intended to replace an “Old Clause” with a “New Clause” (as indicated by the use of both columns), then the “New Clause” will replace and prevail over the clause in the Old Clause column entirely; and

intended to add a “New Clause” (as indicated by the use of only the New Clause column) are incorporated in these terms and conditions and will replace and prevail over any other terms to the extent of any inconsistency.

This agreement will commence on the Start Date, and continues in effect until the End Date (Term), unless earlier terminated in accordance with clause 14 or extended in accordance with clause 2(b).

The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term.

If any Services are supplied after the expiry of the Term, without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that these terms will not apply, the terms of this agreement will continue to apply for those Services.

confirm you have read, understood, and agree to be bound by these Terms;

represent that you have the authority to bind your business or organisation to these Terms;

acknowledge that you have provided accurate and complete information; and

agree to comply with all applicable laws and regulations.

email to your registered email address;

in-app notification in your business CRM dashboard; and/or

notice on our website. Your continued use of Booma's advertising services after such notice constitutes acceptance of the updated Terms.

headings are for convenience only and do not affect interpretation;

references to the singular include the plural and vice versa;

references to a person include a corporation, partnership, joint venture, association, or governmental authority;

references to "dollars" or "$" are to Australian dollars (AUD);

references to "writing" include emails and electronic communications;

references to clauses are to clauses of these Terms; and

the word "including" is not a word of limitation.

in the Booma passenger mobile application;

in the Booma driver mobile application;

on Drive Panels or similar in-vehicle passenger-facing interfaces;

through sponsored trip, route, stop, destination or movement notifications and prompts; and

in Discovery Mode and other map-based or route-aware discovery features; and

on any other Movement Surface made available by Booma from time to time, including future interfaces or placements. Booma's services may operate independently of whether transport is supplied directly by Booma and may function alongside or in conjunction with third-party transport providers, walking, public transport, taxis, rideshare services, private vehicles, vehicle operating systems, autonomous vehicles and other current or future mobility environments. Booma may support integrations with point-of-sale systems and third-party business platforms from time to time. To the extent Booma makes advertising services available through driver-facing or drive-safe environments (including vehicle operating systems or similar vehicle interfaces), those services may be limited to glanceable, map-first, route-aware, non-intrusive or user-initiated formats, and certain ad formats, overlays, dwell times, interactions or placements may be restricted, modified or unavailable.

Bronze Tier The Bronze Tier is Booma’s baseline, view-based tier and may be offered on a free, promotional or paid basis as specified by Booma from time to time. It includes:

basic display of the Advertiser’s ads within the Booma app surfaces, map-based discovery surfaces and passenger-facing in-vehicle interfaces, as determined by Booma from time to time;

impression (view) tracking and basic analytics only;

no click-through functionality and no Deal Offers;

no demographic, interest-based or other advanced targeting; and

different delivery weighting, dwell time and placement priority settings from Silver and Gold tier campaigns, as determined by Booma from time to time. The Bronze Tier is available to all Advertisers and operates as the default or “fallback” tier when the budget for any Silver or Gold Campaign has been exhausted, unless the Advertiser disables or cancels the relevant Campaign in accordance with this agreement. Booma does not guarantee any minimum impression volume, delivery frequency, dwell time, rotation frequency or customer outcomes for Bronze Tier campaigns. Unless expressly agreed in writing, Booma does not guarantee any minimum impression volume or customer outcomes for any Campaign.

Silver Tier In the Silver Tier, fees comprise of:

a Campaign fee, calculated by reference to the Campaign duration;

usage-based fees, including CPM (impressions/views), CPC (clicks) and CPDC (Delivered Customers, including direct, nearby and prompted drop-offs), at the rates set out in Booma’s Pricing Schedule or as otherwise agreed in writing;

clickable advertisements;

one Deal Offer;

demographic, time-based and geographic targeting;

route-aware or movement-aware delivery where made available by Booma for the relevant Campaign; and

enhanced analytics and reporting.

Gold Tier In the Gold Tier, fees comprise of:

a Campaign fee, calculated by reference to the Campaign duration;

usage-based fees, charged on the same pricing models as the Silver Tier (CPM, CPC and CPDC), at the rates set out in Booma’s Pricing Schedule or as otherwise agreed in writing;

all Silver features;

advanced interest, location-type, route-aware and movement-context targeting;

up to two Deal Offers;

AI-assisted targeting, optimisation, ranking and predictive relevance features;

Access to additional discovery, hotspot, endpoint, placement or other advanced campaign tools where made available by Booma;

pause functionality, subject to clause 5.4.

For each Silver or Gold Tier Campaign, the Advertiser may set a maximum budget in the Platform.

Where a Silver or Gold Campaign is not actively generating billable usage, has exhausted the applicable billable budget, is paused, is configured so that no further paid usage fees are then accruing, or otherwise becomes ineligible for continued paid delivery, that Campaign may continue or revert to Bronze Tier functionality unless the Advertiser disables or cancels the Campaign in accordance with this agreement.

Booma may also move a Campaign to the Bronze Tier if required under this agreement, including in connection with non‑payment or suspension under clause 9.8, and will use reasonable efforts to notify the Advertiser via the Platform.

Gold Tier Campaigns may be paused by the Advertiser using the tools made available in the Platform, subject to any limits specified in the Platform or otherwise notified by Booma.

Unless Booma notifies the Advertiser otherwise:

each pause period must not exceed one (1) month at a time; and

the total paused duration for a Campaign must not exceed the maximum pause allowance for that Campaign (for example only, three (3) months in total for a twelve (12) month Campaign).

Pausing a Campaign does not affect any Fees already incurred before the pause takes effect. During any pause period, Usage Fees will not accrue, but Campaign Fees remain payable and are not refundable, except as expressly set out in clause 9.8. Any impact of pausing on Campaign duration, billing cycles and reporting is as set out in clause 8.8.

Booma may, from time to time, modify, enhance, reduce, suspend or discontinue any feature of the advertising services or Platform, including Discovery Mode, targeting parameters, attribution models, ad formats, route-aware placements, hotspot or endpoint functionality, account types, AI-assisted tools, reporting logic, or available Movement Surfaces, provided that any material change that adversely affects Advertisers will be notified in accordance with clause 3.5.

Booma will use reasonable endeavours to ensure that any such changes do not materially reduce the core functionality of the advertising services for active Campaigns during their then‑current Campaign duration.

Booma may from time to time deliver, measure or attribute advertising outcomes in connection with third-party transport or mobility environments, whether or not the underlying transport is supplied directly through Booma, provided that the relevant campaign type, feature or attribution model is made available in the Platform or otherwise agreed with the Advertiser.

The Platform is intended to evolve over time. Features, interfaces, campaign types, attribution methodologies, pricing models, AI systems, movement surfaces and commercial offerings may be introduced, modified or discontinued by Booma from time to time.

hold a valid Australian Business Number (ABN) or equivalent international business registration;

provide accurate and complete business information;

have a verified payment method (credit card, debit card, or bank account) linked to your Account;

be at least 18 years of age or the age of majority in your jurisdiction;

have the legal authority to bind your business to these Terms; and

not be located in, or advertising products/services prohibited by, countries subject to Australian trade sanctions.

completethe online registration and provide accurate and complete information requested by Booma, which may include your ABN, business name, contact details, business details, payment details, content details, billing details and any other information reasonably required for onboarding, verification, campaign setup or account management;

provide a valid payment method for verification and billing purposes;

accept these Terms and Booma's Privacy Policy; and

complete any verification processes required by Booma.

maintaining the confidentiality of your Account and any delegated account login credentials;

all activities that occur under your Account, whether authorised by you or not;

notifying Booma immediately of any unauthorised access or security breach; and

ensuring your Account information remains current and accurate. Booma will not be liable for any loss or damage arising from your failure to maintain Account security.

ABN registration certificate;

Business registration documents;

Proof of business address;

Identification documents for authorised signatories; and

Tax invoices or other business records. Failure to provide requested verification may result in Account suspension or termination.

gambling services, casinos, betting platforms, and related services;

adult entertainment, pornography, escort services, and sexually explicit content;

illegal drugs, drug paraphernalia, and unauthorised pharmaceutical sales;

weapons, firearms, ammunition, and explosives (unless specifically authorised for legitimate businesses);

tobacco products and vaping products (subject to applicable laws);

services promoting illegal activity or violating Australian laws;

misleading financial schemes, pyramid schemes, and multi-level marketing with deceptive practices;

counterfeit goods or services infringing third-party intellectual property; and

any other business or service Booma determines, in its sole discretion, to be inappropriate for its platform

false, misleading, or deceptive claims;

content that violates any person's intellectual property rights;

offensive, discriminatory, hateful, or inflammatory language or imagery;

content promoting violence, self-harm, or dangerous activities;

malware, viruses, or malicious code;

excessive profanity or inappropriate language;

content that violates privacy rights or discloses personal information without consent;

content that breaches any applicable laws, including advertising standards and consumer protection laws;

unsubstantiated health or medical claims; and

content targeting children in violation of applicable laws.

review and approve all Ad Content before display;

reject any Ad Content that violates these Terms or is deemed inappropriate;

remove or suspend any Ad Content at any time without prior notice; and

require modifications to Ad Content as a condition of approval.

rejected outright;

returned with recommendations for improvement; or

approved with conditions or limitations. Booma is not obligated to provide detailed explanations for rejections but will provide general reasons when practical.

select your desired Tier (Bronze, Silver, or Gold);

upload your Ad Content in the required formats and specifications (see clause 6.3);

configure your Targeting Parameters, and where available for the selected Tier, any applicable route, hotspot, endpoint, attribution, optimisation, pricing or billing settings, including views, clicks, Delivered Customer attribution metrics and other available campaign controls;

set your Campaign duration and budget (for Silver and Gold Tiers, and for Bronze where applicable). Bronze Tier campaigns may default to a 12-month duration unless otherwise specified in the Platform;

add Deal Offers (if applicable to your Tier); and

submit your Campaign for approval.

All Campaigns are subject to Booma's approval before going live.

Initial Campaigns will be manually vetted for content appropriateness and quality.

Approval processes may become automated as the platform matures.

Typical approval timeframes are 3–5 Business Days, though Booma does not guarantee specific approval times.

You will be notified via email and CRM dashboard of approval or rejection.

If rejected, you may modify and resubmit your Campaign.

Without limiting those Platform specifications, Ad Content must be: suitable for the relevant surface, placement and movement context (including, where applicable, map-based, route-aware, in-vehicle, glanceable or drive-safe formats);

clear, legible and of a professional standard where text, logos or brand elements are included;

compliant with applicable laws, regulations and advertising standards, and with Booma’s content policies as updated from time to time; and

capable of being adapted by Booma for display across different interfaces, devices, placements and Movement Surfaces, including where Booma crops, resizes, pads, blurs, extends backgrounds, reformats, optimises or otherwise adjusts Ad Content as reasonably necessary for Platform delivery. If the Advertiser uses Booma’s AI Tools to assist in preparing Ad Content, those tools may help format content to platform requirements, but the Advertiser remains responsible for reviewing, approving and ensuring compliance of all final Ad Content.

Depending on the selected campaign type and tier, Advertisers may submit one or more offers in connection with a Campaign, as permitted by the Platform from time to time.

Booma may determine which offer or offers are presented, prioritised or surfaced to individual users based on campaign settings, movement context, timing, AI optimisation, attribution models or other Platform factors, and may adjust offer visibility, ordering or resurfacing logic over time.

Deal Offers must be clear, specific, accurate and legally compliant, including in relation to eligibility, inclusions, exclusions, pricing, timing and any applicable conditions.

The Advertiser is solely responsible for honouring all Deal Offers presented to customers through the Platform, subject to any clearly stated limitations, caps or expiry conditions set out in the relevant Deal Offer.

Deal Offers must have clear terms, including expiry dates, any limitation on redemptions or quantities, redemption instructions and any applicable blackout dates or conditions, as reasonably required for customer understanding and legal compliance.

Deal Offers may be surfaced, saved, re-surfaced, favourited, prioritised, bundled, or shown in connection with routes, destinations, hotspots, timing windows, movement sessions or other discovery or movement contexts determined by Booma, including through dynamic or AI-assisted offer selection.

Booma is not responsible for customer disputes regarding Deal Offers, including disputes relating to availability, redemption conditions, venue decisions or eligibility, except to the extent required by law.

Booma may require Deal Offers to be reviewed or re-approved before material changes take effect, and may reject, suspend or modify Deal Offers that it reasonably considers misleading, non-compliant, unsafe or inappropriate for the Platform.

.

Minimum Campaign duration: 1 month.

Maximum Campaign duration: 12 months.

Campaign end dates are calculated from the Campaign start date.

Campaigns automatically end on the specified end date unless renewed.

Set a maximum budget (cap) for your Campaign.

Budget includes Usage Fees (views, clicks, Delivered Customers) but excludes Campaign Fees.

When your budget is reached, your Campaign automatically falls back to Bronze Tier.

Booma may, but is not obliged to, provide notifications when your budget reaches specified thresholds, and budget status is available in the CRM.

You may increase or decrease your budget at any time through the CRM, subject to any limits or timing rules made available in the Platform.

Budget increases take effect within 24 hours.

Maximum pause duration per instance: 1 month.

Maximum total pause duration: varies by Campaign duration (typically 25% of total duration).

For example only: 12-month Campaign may be paused for a maximum cumulative total of 3 months.

During any pause period, Usage Fees will not accrue.

Paused Campaigns do not extend the Campaign end date unless Booma agrees otherwise in writing (time paused counts towards the Campaign duration).

Campaign Fees are non‑refundable and remain payable notwithstanding any pause.

If a pause expires and the Advertiser has not resumed the Campaign earlier, the Campaign may automatically resume.

Once resumed, a Campaign must remain active for at least 48 hours before a further pause request may take effect, unless Booma agrees otherwise.

Booma recommends refreshing Ad Content every 60 days.

Limits on content changes may apply based on Campaign duration, campaign type, tier, placement, approval status or other Platform settings made available by Booma from time to time.

You may refresh images and other permitted creative elements through the CRM dashboard or other tools made available in the Platform.

Refreshed images and other updated creative content may be subject to review and re- approval where required by Booma or the Platform.

Changes to Deal Offers are subject to clause 8.4 and may require review and re- approval. Changes to creative imagery, copy, links or other campaign content may also be subject to review, moderation, restriction or re-approval where required by Booma or the Platform.

You may request or implement changes to the target URL, landing page or destination link for clickable advertisements using the CRM or other tools made available in the Platform, subject to any controls, requirements or restrictions specified by Booma from time to time.

Link changes may be subject to automated checks, manual review, moderation, temporary restriction, delayed publication or re-approval where required by Booma or the Platform.

Booma may reject, suspend or reverse a link change, or suspend the relevant Campaign, where the updated link destination is misleading, non-compliant, unsafe, inconsistent with the approved Campaign, materially different from the approved content, or otherwise creates legal, regulatory, operational or reputational risk.

You remain responsible for ensuring that any updated link destination is accurate, functional, lawful, appropriate for the relevant advertisement, and consistent with these Terms and any applicable Campaign settings .

Campaign Fees (Bronze Tier where specified in the Platform)

A one-time upfront fee based on the selected Tier, duration and pricing applicable at the time of Campaign creation.

Payable when creating a Campaign.

Non-refundable except as specified in clause 9.8.

Usage Fees (Silver and Gold Tiers only, and any other tier where specified in the Platform)

Calculated based on actual performance and billable events, which may include, without limitation: (A) impressions or views; (B) clicks; (C) saves, favourites or similar saved engagements; (D) redemptions;

Billed monthly in arrears.

Payment is due on or after the billing date shown in the CRM or Platform, unless Booma specifies a different due date. By creating or activating a Campaign, the Advertiser agrees to the rates then displayed and applicable to that Campaign. Booma may make available optional add-ons, enhancements or supplementary campaign or account-level features from time to time, including sponsored movement or similar promotional products. Unless otherwise stated in the Platform, add-ons are separate one-off purchases and do not form part of, or reduce, the allocated Campaign budget. The applicable cost of any add-on will be displayed in the Platform or CRM before the Advertiser is charged or submits the relevant purchase.

All payments must be made via credit card, debit card, or direct bank transfer.

Payment processing is handled securely through third-party payment processors or financial institutions nominated by Booma from time to time.

Booma does not store your complete payment card or bank details.

You authorise Booma to charge your nominated payment method for all Fees.

Card surcharges may apply in accordance with clause 9.9.

Any Campaign Fee for a Silver or Gold Tier Campaign is payable upon creation or approval of the Campaign, as specified in the Platform or CRM.

Your Campaign will not commence until the Campaign Fee is successfully processed.

Failed payments will result in Campaign creation failure; you will be notified to update payment details.

Usage Fees are calculated based on actual Campaign performance metrics.

Billable engagement events are determined using Booma's attribution and billing systems. Booma may treat multiple user interactions within a single advertising placement, session or exposure as one billable event, or otherwise aggregate, separate or classify interactions in accordance with Booma's billing methodology as updated from time to time.

Billing cycles are monthly unless otherwise specified in the Platform.

Billing records, invoices, or account statements will be made available through the CRM, and may also be issued electronically.

The Advertiser authorises Booma to automatically debit the nominated payment methods for amounts due under these Terms on or after the applicable billing date.

If an automatic payment fails, the Advertiser must rectify the outstanding amount within 30 days, or such other period as Booma agrees in writing.

GST

All Fees are exclusive of GST unless otherwise stated.

GST will be added to invoices where applicable.

Booma will provide valid tax invoices for all GST-applicable transactions.

If you are GST-registered, please provide your ABN to claim input tax credits.

Late payments may incur interest at the rate of 2% per month or part thereof.

Failed or overdue payments not remedied within 30 days, may result in Campaign suspension.

Overdue payments continuing beyond 30 days, or repeated failed payments, may result in Account termination.

Booma reserves the right to engage debt collection agencies for overdue amounts exceeding $500, with all collection costs payable by you.

If any Fees remain unpaid after the due date, Booma may, in addition to any other rights, suspend all or part of the advertising services, including by:

pausing or limiting active Campaigns; or

moving Campaigns to the Bronze Tier only.

Booma will use reasonable efforts to notify you via the Platform or email before or promptly after any suspension.

Suspension under this clause does not affect your obligation to pay any outstanding Fees, interest or charges.

Campaign Fees:

Generally non-refundable once a Campaign has commenced.

If a Campaign has not yet started and you cancel, 50% of the Campaign Fee may be refunded at Booma's discretion.

If Booma terminates your Campaign for reasons other than your breach, a pro- rata refund of the Campaign Fee may be issued.

Usage Fees:

Generally non-refundable as they reflect actual services delivered.

Disputes regarding Usage Fees must be raised within 14 days of invoice date.

Booma will investigate genuine discrepancies and issue credits or refunds if errors are confirmed.

Promotional Credits:

May be issued instead of cash refunds at Booma's discretion.

Credits apply to future Usage Fees and are visible in your billing dashboard.

Subject to your rights under the Australian Consumer Law, all sales are final.

Subject to the Advertiser’s participation settings or consent in the Platform, Booma may issue in-app notifications, credits or vouchers to user to encourage visits to the advertiser’s business (e.g., "$5 Booma credit for coffee at ABC Café").

If a passenger uses such credits at your business, the credit value will be deducted from your next monthly Usage Fee invoice.

These credits are a form of co-marketing and are intended to drive foot traffic to your business. Booma does not guarantee redemption rates, customer conversion or commercial outcomes from any promotional credits, vouchers or co-marketing activity.

You agree to honor passenger-presented Booma credits in accordance with the offer terms.

Disputes regarding passenger credits should be raised within 7 days of the transaction.

Email to your registered email address

Notification in your CRM dashboard

Updated pricing schedule on Booma's website Price changes will not apply retrospectively to an active Campaign unless expressly agreed. Updated pricing will generally apply only to new Campaigns, renewals, extensions, material variations, or new Campaign settings selected after the effective date of the change.

Your Ad Content (logos, images, text, videos, trademarks, etc.).

Your business name, branding, and trademarks.

Any materials you upload or submit to Booma.

Display, reproduce, and distribute your Ad Content through Booma's platform (apps, Drive Panels, Discovery Mode, etc.).

Modify, crop, resize, pad, blur, extend backgrounds, reformat, optimise or otherwise adapt your Ad Content as reasonably necessary for display across current and future Booma interfaces, surfaces, devices, placements and formats..

Use your business name, logo, and branding in connection with your advertisements.

Feature your business as a "Booma partner" or "affiliate" in Booma's own marketing materials and communications (e.g., "Come grab some coffee with Booma" featuring your café logo).

Archive your Ad Content for record-keeping and dispute resolution purposes. This licence continues for the duration of your Campaign and for a reasonable period thereafter for archival and legal purposes.

You own the resulting content created by the AI Tools.

Booma retains ownership of the AI Tools themselves and the underlying technology.

Content generated by AI Tools is subject to the same terms as content you create independently.

You are responsible for ensuring AI-generated content does not infringe third-party rights. Booma’s recommendations, prompts and AI-driven suggestions are automated outputs generated by Booma’s systems and do not constitute advice, endorsements or guarantees of suitability or performance. Booma is not liable for decisions made by Advertisers or users in reliance on such recommendations. Booma may also use automated systems, AI-assisted tools, predictive models or similar technologies in relation to campaign creation assistance, targeting, optimisation, delivery, attribution, scoring, ranking, placement decisions, quality control and reporting. The Advertiser acknowledges that such systems may produce automated outputs, estimates or recommendations, and that Booma may refine or change these systems over time. Booma's AI systems may personalise, prioritise, recommend, reorder or otherwise optimise business visibility, offers, destinations, routes, itineraries and movement recommendations presented to users.

the Booma platform, apps, CRM, and Drive Panels;

Booma's technology, software, algorithms, and AI systems;

Booma's branding, logos, and trade marks;

analytics data, targeting technology, and platform improvements;

movement-related attribution systems, discovery logic, route-aware delivery logic, hotspot and endpoint systems, optimisation models and related platform methodologies; and

all documentation, guides, and support materials. You acknowledge that these Terms do not grant you any rights to Booma's intellectual property except the limited right to use the platform in accordance with these Terms.

You grant Booma an unrestricted, perpetual, royalty-free right to use such feedback.

Booma is not obligated to implement your suggestions or provide compensation.

You waive any claims to intellectual property rights in improvements or features developed based on your feedback.

Authority: You have the legal authority to enter into these Terms and bind your business.

Accuracy: All information you provide to Booma is accurate, complete, and current.

Ownership: You own or have the necessary licences, rights, and permissions to use and submit all Ad Content.

Non-Infringement: Your Ad Content does not infringe any third-party intellectual property rights, privacy rights, or other rights.

Compliance: Your Ad Content and business operations comply with all applicable laws, regulations, and industry standards.

No Misleading Content: Your Ad Content is not false, misleading, deceptive, or likely to mislead consumers.

No-Results Disclaimer: Booma does not guarantee any specific route changes, saves, redemptions, stop decisions, destination decisions, customer deliveries, movement outcomes or attribution outcomes, and campaign results may vary depending on user behaviour, third-party environments, timing, location, route context, platform configuration and other factors beyond Booma’s control.

Valid ABN: Your ABN is current, valid, and correctly associated with your business.

Payment Authority: You have authority to use the nominated payment methods and sufficient funds/credit to pay all Fees.

No Prohibited Content: Your Ad Content does not contain any prohibited content as defined in clause 7.

it will provide advertising services with reasonable care and skill;

it has the right to operate the Booma platform and provide advertising services;

it will comply with applicable privacy laws in handling your information; and

it will handle personal information in accordance with its Privacy Policy.

Booma makes no warranties regarding the performance, effectiveness, or results of your Ad Campaigns.

Booma does not guarantee any specific number of views, clicks, or customer conversions.

The advertising services are provided "as is" and "as available".

Booma does not warrant that the platform will be uninterrupted, error-free, or free from viruses or harmful components.

Booma does not warrant the accuracy of analytics, reporting, or targeting.

Booma does not guarantee any increase in foot traffic, sales, revenue or customer conversion, and you acknowledge that campaign outcomes may vary and are influenced by factors outside Booma’s control.

re-supply of the services; or

payment of the cost of having the services re-supplied.

Your breach of these Terms.

Your violation of any law or regulation.

Infringement of third-party intellectual property rights or other rights by your Ad Content.

False, misleading, or deceptive statements in your Ad Content.

Your failure to honour Deal Offers or customer commitments.

Consumer complaints or disputes related to your products, services, or advertisements.

Your business operations and provision of products/services to customers.

Unauthorised use of your Account by third parties due to your failure to maintain security.

Any Ad Content, including AI-generated content, that infringes or is alleged to infringe any intellectual property rights, copyright, trade marks, privacy rights, publicity rights, image, likeness, voice or other personal or proprietary rights, or that falsely represents any real person as endorsing, promoting or participating in an advertisement without their express authorisation. This indemnity continues after termination of these Terms.

Any indirect, incidental, special, consequential, or exemplary damages.

Loss of profits, revenue, business opportunities, goodwill, or anticipated savings.

Loss of data or information.

Business interruption or downtime.

Damages arising from third-party actions or environments, including passenger behaviour, driver actions, venue conduct, merchant conduct, transport provider conduct, third-party platform or API behaviour, or competitor activities.

Inaccuracies in analytics, reporting, or demographic data.

Technical failures, platform outages, or internet connectivity issues.

Unauthorised access to or alteration of your transmissions or data.

Statements or conduct of any third party on the platform.

Any use of AI-generated advertising content, including any infringement of intellectual property rights, copyright, trade marks, privacy rights, publicity rights, image, likeness, voice or other personal or proprietary rights arising from Ad Content created, edited or enhanced using the Platform’s AI tools.

the lesser of:

the total amount of Fees paid by the Advertiser to Booma under these Terms in the 3 months immediately preceding the event giving rise to the claim; and

$10,000.

Booma's liability for fraud or fraudulent misrepresentation;

Booma's liability for death or personal injury caused by negligence; and

any liability that cannot be excluded or limited under applicable law, including the Australian Consumer Law.

Your Confidential Information: Business strategies, pricing models, customer lists, financial information, trade secrets; and

Booma's Confidential Information: Platform technology, algorithms, pricing structures, business strategies, user data (in aggregate), proprietary processes.

keep confidential information strictly confidential.

use confidential information only for purposes of performing obligations under these Terms.

not disclose confidential information to third parties without prior written consent (except to employees, contractors, and advisors on a need-to-know basis bound by confidentiality obligations); and

implement reasonable security measures to protect confidential information.

The Advertiser must not, and must not permit any third party to, reverse engineer, replicate, benchmark, test, derive, or attempt to discover the operation of Booma’s pricing, targeting, attribution, optimisation or delivery systems, except to the extent such restriction is prohibited by law.

Is or becomes publicly available through no breach of these Terms.

Was rightfully known prior to disclosure.

Is independently developed without reference to confidential information.

Is required to be disclosed by law, regulation, court order, or government authority (with prompt notice to the disclosing party where legally permissible).

You may cancel individual Campaigns with at least 48 hours written notice.

You may close your entire Account with 7 days' written notice.

Cancellation requests must be submitted through the CRM or emailed to support@boomahq.com.

Cancellation does not relieve you of obligations to pay outstanding Fees.

Campaign Fees are generally non-refundable (see clause 9.9 for exceptions).

Usage Fees will be calculated up to the effective cancellation date.

Campaign Fees are non-refundable;

an early termination fee equal to 10% of the remaining Campaign Fee for the unexpired portion of the Campaign may apply where the Campaign term exceeds 3 months, as disclosed in the Platform or CRM at the time of Campaign creation; and

specific early termination fees (if any) will be disclosed when creating your Campaign.

you breach any material term of these Terms;

you fail to pay any Fees when due;

your Ad Content violates clause 7 (prohibited content);

you engage in fraudulent or illegal activity;

you provide false or misleading information;

you infringe third-party intellectual property rights;

you change advertisement link targets in breach of these Terms or applicable Platform requirements;

you attempt to manipulate or game the advertising system;

your Account poses a security risk to the platform or users; and/or

you harass or abuse Booma staff or other Advertisers.

the Ad Content is inappropriate for Booma's platform or audience;

the link target has been changed in breach of these Terms or in a manner that is misleading, non-compliant, unsafe or otherwise prohibited by Booma or the Platform;

the Ad Content has been materially altered from the approved version; and/or

the content creates legal, regulatory, or reputational risk for Booma.

a pro-rata refund of prepaid Campaign Fees may be issued for the unused portion;

no refund will be provided for Usage Fees already incurred; and

you will have access to final Campaign analytics for 30 days after termination.

your advertisements will cease to be displayed;

your access to the CRM and analytics may be limited or revoked;

all outstanding Fees become immediately due and payable;

clauses that by their nature should survive (including intellectual property, liability, indemnity, confidentiality, and dispute resolution) will continue;

you must promptly pay all outstanding invoices; and

subject to applicable law, Booma may delete or de-identify Ad Content and Account data after 90 days, but may retain campaign records, billing information, analytics, transactional data, audit logs, support records, legal compliance records, and de- identified or aggregated data for legitimate business purposes, legal compliance, dispute resolution, service improvement, attribution modelling, and training, testing or improving Booma’s systems and AI tools.

Campaign Fees represent genuine pre-estimates of Booma's losses from early termination;

Booma incurs costs in setting up Campaigns, vetting content, and allocating platform resources; and

non-refundable Fees are commercially reasonable and not penalties.

the party raising the dispute must provide written notice describing the dispute in reasonable detail

senior representatives of each party will meet (in person or via video conference) within 10 Business Days to attempt resolution; and

the parties will negotiate in good faith for at least 14 days before escalating.

either party may refer the dispute to mediation;

the mediation will be conducted in accordance with the Resolution Institute Mediation Rules;

the mediator will be agreed upon by the parties or, failing agreement within 7 days, appointed by the Chair of Resolution Institute;

mediation will take place in Melbourne, Victoria, Australia; and

each party will bear its own costs of mediation and share the mediator's fees equally

These Terms are governed by the laws of Victoria, Australia.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria and courts of appeal from them.

Despite the above, Booma may seek injunctive or equitable relief in any jurisdiction.

No waiver of any provision of these Terms will be effective unless in writing and signed by the party granting the waiver.

Failure or delay in exercising any right does not constitute a waiver of that right.

A waiver of a breach does not constitute a waiver of any subsequent breach.

that provision will be severed to the extent of the invalidity;

the remaining provisions will continue in full force and effect; and

the invalid provision will be replaced with a valid provision that most closely reflects the parties' intent.

You may not assign, transfer, or sublicense these Terms or any rights hereunder without Booma's prior written consent.

Booma may assign these Terms to any related entity or in connection with a merger, acquisition, or sale of assets with notice to you.

Any attempted assignment in violation of this clause is void.

These Terms do not create a partnership, joint venture, agency, or employment relationship.

Neither party has authority to bind or commit the other party.

You are an independent contractor responsible for your own business operations.

natural disasters, pandemics, acts of God;

war, terrorism, civil unrest;

government actions, laws, or regulations;

internet or telecommunications failures;

strikes or labour disputes (other than those involving the party's own employees); and/or

failure of third-party service providers (e.g., Stripe, cloud hosting). The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

To Booma: support@boomahq.com or such other address as notified.

To You: The email address registered in your Account. Notices are deemed delivered:

If by email: 24 hours after sending (unless sender receives a delivery failure notice).

If by post: 5 Business Days after posting (within Australia) or 10 Business Days (internationally).

If by hand: Upon delivery.