Public Offer Agreement

Adloomi agency advertising account services · Version 1.0 · Effective from 6 October 2026

1. Definitions

1. 1.1Platform means the Provider’s software available at crm.adloomi.com, together with the website adloomi.com.
2. 1.2Personal Account means the Client’s account on the Platform, through which the Client accesses the Services, receives Invoices and notices, and views its Balances and transaction history.
3. 1.3Ad Platform means a third-party advertising network or platform with which the Provider has an agency, partner or advertiser relationship, as made available through the Personal Account from time to time.
4. 1.4Ad Account means an advertising account on an Ad Platform that is registered to, owned or administered by the Provider, including under the Provider’s business or agency accounts, and to which the Provider grants the Client access under this Agreement.
5. 1.5Services means the provision of access to Ad Accounts and related tools, products and services made available to the Client through the Personal Account on a self-service basis, together with the Provider’s agency services described in Section 2. Each separate service offered in the Personal Account, such as access to Ad Accounts on a particular Ad Platform, is a “Service”.
6. 1.6Top-up means an amount paid by the Client to replenish the Service Balance of a particular Service, excluding Commission and VAT.
7. 1.7Service Balance means the Client’s internal balance on the Platform for a particular Service, which reflects Top-ups credited for that Service, less Spend under that Service and any other amounts deducted under this Agreement. “Balances” means all Service Balances of the Client together.
8. 1.8Commission means the Provider’s remuneration for the Services, calculated as a percentage of the Top-up amount.
9. 1.9Spend means the amounts charged by Ad Platforms for advertising run through Ad Accounts used by the Client.
10. 1.10Overspend means Spend under a Service that exceeds the Service Balance of that Service available at the time the Spend is incurred.
11. 1.11Provider Rules means the rules, requirements and approvals published or communicated by the Provider in the Personal Account, including lists of approved Products, Territories and advertising formats, as updated from time to time.
12. 1.12Product means any application, game, website, service or other object advertised by the Client through Ad Accounts.
13. 1.13Territory means a country or region in which the Client targets advertising.
14. 1.14Ad Platform Policies means the terms, advertising policies, community guidelines and other requirements of the relevant Ad Platforms and of the application stores in which Products are distributed.
15. 1.15Business Day means a day other than a Saturday, Sunday or public holiday in Estonia.

2. Subject of the Agreement

1. 2.1The Provider grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use Ad Accounts and other tools available in the Personal Account for the duration of this Agreement, on the terms of this Agreement.
2. 2.2In respect of Spend, the Provider acts in its own name but for the account of the Client. Top-ups are funds of the Client intended for payment of Spend and are not the Provider’s revenue. The Provider’s remuneration consists solely of the Commission and of any other amounts expressly payable to the Provider under this Agreement.
3. 2.3The Services are self-service. The Client creates, manages, targets, budgets and optimises its campaigns itself. The Provider does not manage the Client’s campaigns and does not guarantee any advertising results, approvals of advertisements, traffic volume, cost or return on spend.
4. 2.4Ad Accounts remain the property of, or under the control of, the Provider at all times. Nothing in this Agreement transfers ownership of, or any right other than the right of use in Section 2.1 to, any Ad Account, business account or other asset of the Provider.
5. 2.5The composition of the Services, the list of available Ad Platforms and the types of Ad Accounts and related products offered may change at any time. The Provider does not guarantee that any Service will be available for any minimum period. The Client’s rights in respect of a Top-up relate only to the Service for which that Top-up was made.

3. Acceptance

1. 3.1The Client accepts this Agreement in full by ticking the checkbox confirming acceptance of this Agreement when registering on the Platform. From that moment the Agreement is concluded between the Provider and the Client.
2. 3.2Payment of the first Invoice by the Client confirms acceptance of this Agreement and is a condition for the provision of paid Services.
3. 3.3Acceptance in the manner described above has the same legal effect as signing this Agreement in writing. No signed paper copy is required. The Agreement, Invoices and the records of the Personal Account are sufficient evidence of the relationship between the parties.
4. 3.4The person accepting this Agreement represents that they are duly authorised to act on behalf of the Client, and that the Client is duly incorporated and validly existing under the laws of its jurisdiction.
5. 3.5If the Provider and the Client have signed a separate written agreement in relation to the Services, that agreement prevails over this Agreement to the extent of any conflict. Matters not covered by it are governed by this Agreement.

4. Registration and verification

1. 4.1The Client shall provide complete, accurate and up-to-date information on registration, including its legal name, registration number, country of incorporation, registered address, VAT number where applicable, and contact details, and shall update this information promptly when it changes.
2. 4.2The Provider may at any time request documents and information about the Client, its beneficial owners, directors, Products and licences, including where such information is requested by an Ad Platform or a bank. The Client shall provide the requested information within 5 Business Days.
3. 4.3The Provider may refuse registration, refuse to issue an Invoice or refuse to provide any Service at its discretion and without giving reasons.
4. 4.4The Client is responsible for keeping its login credentials secure and for all activity carried out through its Personal Account and the Ad Accounts it has access to, whether or not authorised by the Client. The Client shall notify the Provider immediately of any unauthorised access or security incident.

5. Advertising rules and Client obligations

1. 5.1The Client shall comply with applicable law, Ad Platform Policies and Provider Rules in all its use of the Services.
2. 5.2The Client shall advertise only Products, in Territories and using advertising formats and promotional mechanics that are approved by the Provider in accordance with the Provider Rules. Before advertising a new Product, entering a new Territory or using a new format or promotional mechanic, the Client shall obtain the Provider’s approval through the Personal Account or in writing.
3. 5.3The Client shall not:
   • circumvent, mislead or attempt to evade the review or enforcement systems of any Ad Platform, including through cloaking, redirects that show different content to reviewers and users, or misrepresentation of the advertiser or Product;
   • publish advertising that is false, misleading or deceptive, or that infringes the rights of third parties;
   • grant access to the Personal Account or Ad Accounts to any third party, or resell or sublicense access to the Services;
   • attempt to change the ownership, administration, payment settings or business account connection of any Ad Account, or to transfer advertising assets out of it;
   • use the Services in any way that may cause an Ad Account, business account, credit line or relationship of the Provider with an Ad Platform to be restricted, suspended or terminated.
4. 5.4The Client is solely responsible for its Products, advertising materials, landing pages, targeting and the lawfulness of its business. The Provider may review, reject or require changes to any material, and may pause or remove any advertisement, at its discretion.
5. 5.5The Client shall promptly cooperate with the Provider and Ad Platforms in any review, investigation or request concerning its advertising or Products.

6. Sensitive products

1. 6.1This Section applies to Products that include social casino, simulated gambling, rewarded gaming or any other mechanics or subject matter treated as restricted or sensitive under applicable law or Ad Platform Policies (“Sensitive Products”).
2. 6.2For Sensitive Products the Client represents and warrants that:
   • it holds and maintains every licence, authorisation and registration required for the Product in each Territory, and will provide copies to the Provider on request;
   • the Product and advertising comply with the Ad Platform Policies applicable to that category, including any requirement for prior authorisation by the Ad Platform;
   • it does not offer real-money gambling or the possibility to win money or items of real value unless this is expressly approved by the Provider in writing and permitted by law and Ad Platform Policies in the Territory;
   • it targets advertising only at persons of legal age in the Territory and applies reasonable age-gating in the Product;
   • it will inform the Provider immediately of any change to the Product, any suspension or change of a licence, and any regulatory inquiry or legal proceedings relating to the Product.
3. 6.3The Provider may decline to start or continue Services for a Sensitive Product until it has completed its review of the Product, including after any update of the Product.

7. Top-ups, Commission and invoicing

1. 7.1The Services are provided on a prepayment basis only. The Client replenishes the Service Balance of a particular Service by paying an Invoice issued for that Service through the Personal Account.
2. 7.2The minimum Top-up is set out in Annex A unless a different amount is shown in the Personal Account.
3. 7.3The Commission is charged on top of the Top-up amount. Commission rates are set separately for each Service and may be set individually for a Client. The applicable rate is shown in the Personal Account and in each Invoice.
4. 7.4Each Invoice states the Service to which it relates and, separately, the Top-up amount, the Commission amount and any VAT.
5. 7.5Invoices are issued in euro (EUR) or US dollars (USD), as determined by the Provider for the Client in the Personal Account.
6. 7.6Payment is made by bank transfer to the account stated in the Invoice. The Client shall state the Invoice number in the payment reference. An Invoice is valid for 14 calendar days from its date. An Invoice that is not paid in full within that period may be cancelled by the Provider.
7. 7.7The Client bears all bank charges, intermediary bank fees and currency conversion costs, so that the Provider receives the full Invoice amount. If a lower amount is received, the Provider may credit the Service Balance in proportion to the amount actually received or request payment of the shortfall.
8. 7.8The Provider credits the Top-up to the Service Balance of the relevant Service within 3 Business Days after the funds are received on its bank account.
9. 7.9Where Spend is charged by an Ad Platform in a currency different from the currency of the Service Balance, the conversion is made at the rate applied by the Ad Platform or by the Provider’s bank. The Client bears the currency exchange risk.
10. 7.10A change of the Commission rate applies only to Top-ups invoiced after the change takes effect.
11. 7.11The Client may not set off any amount it claims from the Provider against amounts payable to the Provider, unless the Provider agrees in writing.

8. Taxes and VAT

1. 8.1All amounts under this Agreement are exclusive of VAT.
2. 8.2If the Client is established in Estonia, Estonian VAT is added to the Invoice at the applicable rate.
3. 8.3If the Client is established in another member state of the European Union, the Client shall provide a valid VAT identification number, which the Provider may verify in the VIES system. Invoices to such Clients are issued without Estonian VAT under the reverse charge mechanism, and the Client accounts for VAT in its own member state. If no valid VAT number is provided, Estonian VAT is added.
4. 8.4If the Client is established outside the European Union, Invoices are issued without Estonian VAT where the place of supply is outside Estonia under applicable law.
5. 8.5If the Client is required by law to withhold any tax from a payment, it shall increase the payment so that the Provider receives the amount it would have received without the withholding.

9. Balance, Spend and Overspend

1. 9.1A separate Service Balance is kept for each Service. A Service Balance may be used only for the Service for which it was topped up. The Provider may, at the Client’s request and at the Provider’s discretion, transfer funds between Service Balances; in that case the Client shall pay any difference in Commission rates between the Services, and Commission already paid is not refunded.
2. 9.2Spend is deducted from the Service Balance of the relevant Service on the basis of the data reported by the Ad Platforms. The data of the Ad Platforms and the records of the Personal Account are final for the purposes of settlement between the parties, unless the Client proves a manifest error within 14 calendar days after the relevant record appears in the Personal Account.
3. 9.3Balances do not bear interest and is not a deposit, electronic money or a payment account.
4. 9.4The Provider monitors Service Balances and may pause or stop advertising in Ad Accounts when the relevant Service Balance is exhausted. Such monitoring is provided for the Provider’s own protection. Because Ad Platforms report and charge Spend with delays, and because technical controls may fail, Overspend may occur. The Client remains liable for all Spend incurred through the Ad Accounts it uses, including Overspend.
5. 9.5The Client shall pay the Overspend together with the Commission on it, at the Commission rate of the relevant Service, within 3 Business Days after the Provider’s request or Invoice. The Provider may instead deduct the Overspend and Commission from any other Service Balance of the Client. Until payment the Provider may suspend the Client’s access to all Services.
6. 9.6On any amount not paid when due, the Provider may charge late payment interest of 0.05% per calendar day.

10. Refunds

1. 10.1Top-ups are intended to be used for Spend and are not refundable, except as provided in this Section.
2. 10.2The Provider shall refund the remaining Service Balance of a Service if:
   • the Provider terminates this Agreement, or stops offering that Service to the Client, for reasons not attributable to the Client; or
   • the Provider is unable to provide that Service to the Client for more than 30 consecutive calendar days for reasons not attributable to the Client, including changes in Ad Platform Policies or applicable law.
3. 10.3Instead of a refund under Section 10.2, the Provider may, with the Client’s consent, transfer the remaining Service Balance to another Service.
4. 10.4While a Service remains available to the Client, its Service Balance is not refundable. In all other cases not covered by Section 10.2, including termination of this Agreement by the Client, the Provider may refund a Service Balance at its sole discretion.
5. 10.5The Commission is not refundable, except in the cases described in Section 10.2, where the Commission is refunded in proportion to the refunded part of the Top-up.
6. 10.6Any refund is made after final settlement of Spend, within 30 calendar days after the refund obligation arises, to the bank account from which the Top-up was paid. The refund amount is reduced by unsettled Spend, Overspend, penalties, damages and any other amounts the Client owes to the Provider, and by bank charges for the refund.
7. 10.7If an Ad Platform restricts or closes an Ad Account, funds that remain in that Ad Account are credited back to the relevant Service Balance only if and when the Ad Platform actually returns them to the Provider, and only if the restriction was not caused by the Client’s breach. If the restriction was caused by the Client’s breach, the Provider may retain such funds against its claims under Section 11.

11. Suspension, penalties and damages

1. 11.1The Provider may immediately and without prior notice suspend the Client’s access to any or all Services, pause or remove advertisements, or revoke access to any Ad Account if:
   • the Provider reasonably suspects a breach of this Agreement, applicable law or Ad Platform Policies;
   • an Ad Platform, a bank or a competent authority requests it, or the Provider receives a complaint concerning the Client’s advertising or Products;
   • the Client fails to pay any amount when due, or fails to provide information requested under Section 4.2;
   • continued provision of the Services may, in the Provider’s reasonable opinion, expose the Provider, its Ad Accounts or its relationships with Ad Platforms to risk.
   Suspension under this Section does not constitute a breach by the Provider and does not entitle the Client to any refund or compensation.
2. 11.2For each case of advertising using a format, creative or promotional mechanic not approved under Section 5.2, the Client shall pay a contractual penalty in the amount set out in Annex A.
3. 11.3For each case of advertising a Product, or targeting a Territory, not approved under Section 5.2, the Client shall pay a contractual penalty in the amount set out in Annex A.
4. 11.4In addition to contractual penalties, the Client shall compensate the Provider for all actual damage caused by the Client’s breach of this Agreement, including Overspend, the loss, restriction or closure of Ad Accounts or business accounts, the loss or reduction of credit lines, fines or charges imposed by Ad Platforms, and damage to the Provider’s relationships with Ad Platforms. Payment of a contractual penalty does not release the Client from compensating damage exceeding the penalty.
5. 11.5The Provider may deduct penalties, damages and any other amounts the Client owes from any Service Balance. If the Balances are insufficient, the Client shall pay the remaining amount within 5 Business Days after the Provider’s Invoice.

12. Indemnification

1. 12.1The Client shall indemnify and hold harmless the Provider, its affiliates, directors and employees against all claims, demands, fines, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with the Client’s Products, advertising materials, use of the Services, or breach of this Agreement, applicable law or Ad Platform Policies.

13. Disclaimer of warranties

1. 13.1The Services are provided “as is” and “as available”. To the extent permitted by law, the Provider makes no warranty that the Services, the Platform or any Ad Account will be uninterrupted, error-free or available at any particular time, or that any advertisement will be approved or deliver any result.
2. 13.2Ad Platforms are independent third parties. The Provider is not responsible for their decisions, including the review, rejection, restriction or closure of advertisements or Ad Accounts, changes to their policies, pricing or functionality, or their reporting.

14. Limitation of liability

1. 14.1The Provider is not liable for any indirect or consequential loss, loss of profit, revenue, data, business or goodwill.
2. 14.2The Provider’s total liability arising out of or in connection with this Agreement is limited to the total Commission actually paid by the Client to the Provider during the 3 months preceding the event giving rise to the claim.
3. 14.3The limitations in this Section do not apply to liability that cannot be limited or excluded under applicable law, including liability for intentional breach.

15. Confidentiality

1. 15.1Each party shall keep confidential all non-public information received from the other party in connection with this Agreement, including the terms of commercial cooperation, Commission rates, the Provider’s Ad Platform relationships, technical information and data available in the Personal Account, and shall use it only for the purposes of this Agreement.
2. 15.2This obligation does not apply to information that is or becomes public without breach of this Agreement, that was lawfully known to the receiving party beforehand, or that must be disclosed by law or at the request of a competent authority, an Ad Platform or a bank. The Provider may disclose information about the Client and its advertising to Ad Platforms, banks and authorities where necessary to provide the Services, comply with their requirements or handle complaints and investigations.
3. 15.3Confidentiality obligations survive termination of this Agreement for 3 years.

16. Personal data

1. 16.1The Provider processes personal data of the Client’s representatives in accordance with its Privacy Policy.
2. 16.2Each party acts as an independent controller in respect of personal data it processes in connection with this Agreement. The Client is responsible for having a lawful basis and providing all required notices for any personal data it collects through its Products, tracking tools and advertising, including where such data is shared with Ad Platforms.

17. Intellectual property

1. 17.1The Platform, its software, design and content are the property of the Provider or its licensors.
2. 17.2The Client retains its rights in its Products and advertising materials, and grants the Provider a non-exclusive, royalty-free licence to use them to the extent necessary to provide the Services and to comply with requests of Ad Platforms. The Client warrants that it holds all rights necessary to grant this licence.

18. Sanctions

1. 18.1The Client represents that neither it nor its beneficial owners or directors are subject to sanctions imposed by the European Union, the United Nations, the United States or the United Kingdom, and that it will not use the Services for the benefit of any sanctioned person or in breach of sanctions.
2. 18.2If the Client or any of those persons becomes subject to sanctions, or the Provider reasonably determines that continuing the Services would breach sanctions, the Provider may terminate this Agreement with immediate effect. Any refund in such a case is made only to the extent permitted by applicable sanctions.

19. Term and termination

1. 19.1This Agreement is concluded for an indefinite term.
2. 19.2The Client may terminate this Agreement at any time by closing its Personal Account or by notice to [email protected].
3. 19.3The Provider may terminate this Agreement by giving 14 calendar days’ notice, or with immediate effect if the Client breaches this Agreement, applicable law or Ad Platform Policies, or in the circumstances described in Section 11.1 or Section 18.2.
4. 19.4On termination, the Client’s access to the Ad Accounts and the Services ends. The Provider carries out the final settlement of Spend within 30 calendar days after termination, as Ad Platform data becomes final. Any remaining Service Balances are treated in accordance with Section 10. Amounts owed by the Client, including Overspend identified in the final settlement, remain payable after termination.
5. 19.5Sections 9.4 to 9.6, 10, 11, 12, 14, 15, 23 and any other provisions which by their nature are intended to survive, survive termination.

20. Changes to the Agreement

1. 20.1The Provider may amend this Agreement, including Annex A, by publishing the amended version on the website and notifying the Client through the Personal Account or by email at least 14 calendar days before the amendment takes effect.
2. 20.2Amendments required by applicable law or by changes in Ad Platform Policies may take effect earlier where necessary.
3. 20.3Changes to Commission rates apply only to Top-ups invoiced after the change takes effect.
4. 20.4If the Client does not agree with an amendment, it may terminate this Agreement before the amendment takes effect. Continued use of the Services after that date constitutes acceptance of the amendment.

21. Force majeure

1. 21.1Neither party is liable for failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including natural disasters, war, acts of authorities, sanctions, failures of banks or payment systems, internet or hosting outages, and outages, restrictions or policy changes of Ad Platforms. This does not release the Client from its payment obligations.

22. Notices

1. 22.1Notices to the Provider are sent to [email protected].
2. 22.2Notices to the Client are sent through the Personal Account or to the email address provided by the Client on registration. A notice is deemed received when it is published in the Personal Account or sent by email, as applicable.

23. Governing law and disputes

1. 23.1This Agreement is governed by the laws of the Republic of Estonia.
2. 23.2The parties shall first attempt to resolve any dispute through negotiation. If a dispute is not resolved within 30 calendar days, it shall be settled by Harju County Court (Harju Maakohus) in Tallinn, Estonia.

24. Miscellaneous

1. 24.1This Agreement, together with the Provider Rules, Invoices and any separate written agreement under Section 3.5, constitutes the entire agreement between the parties regarding its subject matter.
2. 24.2The Client may not assign or transfer its rights or obligations under this Agreement without the Provider’s prior written consent. The Provider may assign this Agreement to an affiliate or successor by notice to the Client.
3. 24.3If any provision of this Agreement is invalid or unenforceable, the remaining provisions remain in force, and the invalid provision shall be replaced by a valid provision that comes closest to its purpose.
4. 24.4Failure to exercise a right does not constitute a waiver of that right.
5. 24.5This Agreement is made in English. If it is translated, the English version prevails.

Annex A. Default tariffs and penalties

The amounts below apply unless a different amount is shown for the Client in the Personal Account. All amounts are exclusive of VAT.

Provider details