Terms & Conditions of Service

1. Who we are (provider identification)

This service is provided by Plenvar Labs SRL ("Contwave", "we", "us", "our"), a limited liability company incorporated in Romania, operating the Contwave platform and brand, with:

• Registered office: Str. Anghelești nr. 5, Curtea de Argeș, Argeș County, Romania
• Trade Register (Registrul Comerțului) registration number: J2026042747008
• Sole registration code / fiscal code (CUI): 55123337
• Share capital: [● RON ______]
• VAT status: registered for VAT and corporate income tax in Romania
• Email: privacy@contwave.com
• Website: https://contwave.com
• Phone: [● phone]

These details are provided in accordance with Article 5 of Romanian Law no. 365/2002 on electronic commerce (transposing Directive 2000/31/EC). Contwave's activity (provision of software and content-production tooling) is not a regulated or authorisation-requiring activity; we are not a financial services provider.

2. Definitions

• "Platform" — the Contwave software-as-a-service application, including its content-production, compliance pre-screening, scheduling, distribution and analytics features.
• "Client", "you" — the business entity that subscribes to the Platform. The Platform is offered business-to-business only (see §4).
• "Broker" — a Client that is a financial intermediary, brokerage, or similar regulated entity.
• "Content" — any text, image, audio, video, avatar-based or other material produced, scheduled, distributed or analysed through the Platform.
• "Connected Accounts" — the Client's own third-party accounts (e.g. Meta Business, Google Ads, social media profiles) that the Client links to the Platform.
• "Subscription" — the paid plan selected by the Client (e.g. Starter, Growth, Scale), governed by these Terms and the applicable order/pricing.

3. Nature of the service — what Contwave is and is not

3.1. Contwave is a software provider. We provide tooling that helps the Client produce, pre-screen, schedule, publish and measure marketing Content. We supply technology and automation, not regulated services.

3.2. Contwave is NOT, and does not act as: (a) a financial intermediary, investment firm, broker, introducing broker or tied agent; (b) an advertiser of financial products; (c) an affiliate, lead reseller or introducer remunerated by client volume, funded accounts or deposits; (d) a custodian or holder of any Client or end-user funds; (e) a provider of legal, financial, investment, tax or regulatory advice.

3.3. No advice. Nothing produced by, displayed in, or generated through the Platform — including the legislative radar, compliance pre-screening, or any template — constitutes legal, financial, investment or regulatory advice. The Client remains solely responsible for obtaining qualified professional advice.

3.4. The Client is the regulated party. Where the Client is a Broker, the Client is and remains the regulated entity responsible for compliance with all laws and regulations applicable to its products, services and communications. Contwave does not assume any of the Client's regulatory obligations.

4. Eligibility and accounts

4.1. The Platform is intended exclusively for businesses acting in a commercial or professional capacity. It is not offered to consumers. By subscribing, you confirm you are acting on behalf of a business and are authorised to bind it.

4.2. You must provide accurate registration information and keep it current. You are responsible for safeguarding account credentials and for all activity under your account. You must notify us promptly of any unauthorised use.

4.3. You are responsible for your team members' and authorised users' use of the Platform.

4.4. Verification (know-your-business). Contwave may verify the Client's identity, registration, ownership, regulatory licensing and good standing at onboarding and during the relationship, and may request supporting documentation. Contwave may decline, suspend or terminate access if verification cannot be completed, if information proves inaccurate, or if the Client lacks an authorisation required for its activity.

4.5. Sanctions and export compliance. The Client represents that it, its owners and its target markets are not subject to applicable sanctions or embargoes, and that it will not use the Platform in breach of sanctions or export-control laws. Contwave may refuse, suspend or terminate service to any entity or activity that is, or becomes, sanctioned or otherwise prohibited.

5. The services

5.1. Subject to your Subscription tier and applicable gating, the Platform may provide: content strategy and copywriting assistance; AI-assisted image, video and avatar production; automated compliance pre-screening; scheduling and multi-channel distribution; email tooling; campaign operation on Connected Accounts; and analytics, including attribution where technically available.

5.2. Features are tier-dependent. Specific capabilities are made available according to the Subscription tier purchased and may change as the Platform evolves.

5.3. Beta / evolving features. Some features may be offered on a preview or beta basis and may be modified or withdrawn.

6. Compliance pre-screening — orientation tool, not a guarantee

6.1. The Platform may include an automated compliance pre-screening function that flags potential issues in Content against configurable rule profiles.

6.2. This function is an orientation aid only. It is NOT a guarantee of legal or regulatory compliance, and it is NOT a substitute for human, professional or regulatory review. Automated screening can produce false positives and false negatives.

6.3. Nothing is published without the Client's approval. Content is presented to the Client for review. By approving Content for scheduling, publication or distribution, the Client confirms it has reviewed the Content and assumes full responsibility for its compliance, accuracy and lawfulness. Where the Client enables scheduling, automated or recurring publishing, the Client is responsible for configuring those settings and is deemed to approve, and to assume responsibility for, all Content published under them.

6.4. The Client is responsible for configuring, reviewing and validating the rule profiles applicable to its products and target jurisdictions.

6.5. Warnings and override — Client's exclusive risk. Where the Platform flags, warns about, blocks, downgrades or recommends against any Content, and the Client nonetheless approves, modifies, exports, schedules or publishes that Content (whether through the Platform or by any other means), the Client does so at its own exclusive risk and accepts sole and full responsibility for that Content and all of its consequences. The Platform's screening, warnings or approvals do not reduce, share or transfer the Client's responsibility, and the Client may not rely on them to do so.

6.6. Audit trail and evidence. The Platform records an audit trail of Content generation, compliance flags and warnings, approvals, overrides, scheduling and publication decisions. The Client agrees that these records accurately reflect, and constitute admissible evidence of, the parties' respective actions and decisions, and that Contwave may rely on and produce them, including in any dispute, claim or proceeding before any court or authority.

6.7. Point-in-time assessment. Any compliance assessment reflects only the rule profiles and information available at the time of screening. It does not account for subsequent changes in law, regulatory or platform policy, or the Client's circumstances. Keeping its configurations, products and final Content lawful and up to date remains the Client's sole responsibility.

7. Client obligations and warranties

The Client represents, warrants and undertakes that:

7.1. it holds, and will maintain in good standing throughout the term, all licences, authorisations, registrations and certifications required to market and provide its products and services in each jurisdiction it targets, and it will notify Contwave without undue delay if any such authorisation is suspended, withdrawn, varied or made subject to conditions; and that its use of the Platform complies with all applicable laws and regulations (including, where applicable, MiFID II and national conduct rules, advertising and financial-promotion restrictions, consumer-protection law, and platform policies);

7.2. it owns or is duly licensed to use all brand assets, trademarks, data, offers, figures and other materials it submits to the Platform, and that such materials (including any risk disclosures, performance figures and the percentage of retail accounts that lose money, where applicable) are accurate and not misleading; and that, where it supplies a firm-specific figure that applicable rules require to be kept current (such as the ESMA retail-loss percentage), it will keep that figure up to date and review and update it at least quarterly;

7.3. it will obtain all consents and legal bases required for any marketing communications, lead generation, tracking and processing of personal data carried out through or in connection with the Platform;

7.4. it will not use the Platform to produce or distribute unlawful, deceptive, infringing or prohibited content, or content that violates the policies of any third-party platform;

7.5. it is solely responsible for the final decision to publish any Content and for the consequences of publication;

7.6. it is solely responsible for any Content it edits, alters, recombines or repurposes after the Platform's screening or approval, and for any Content it publishes through channels not operated by the Platform; such Content falls outside the scope of the Platform's screening and of Contwave's responsibility;

7.7. it maintains its own internal compliance function, and any approval of Content is given by a person the Client has authorised for that purpose (such as its compliance officer); Contwave is entitled to rely on each such approval as validly given on the Client's behalf;

7.8. it will not target minors or otherwise vulnerable persons, and will comply with all applicable financial-promotion and fair-marketing rules (including required risk warnings and disclosures) for the products it markets.

8. Advertising and third-party platforms

8.1. The Client is the advertiser. Where the Platform operates advertising campaigns, it does so on the Client's own Connected Accounts, under the Client's own platform certification, licence and payment method. The Client is the certified advertiser and the party responsible to the advertising platform.

8.2. Partner access. The Client grants Contwave the operational access necessary to build and manage campaigns on its Connected Accounts. Contwave operates these accounts as a tool on the Client's behalf; it does not own them and does not assume the Client's advertiser obligations.

8.3. Platform policies are the Client's responsibility. Advertising and social platforms (including Meta and Google) impose their own policies and approval/certification requirements for financial and speculative products (for example, restrictions or prohibitions applicable to CFDs and forex, and licensing/certification requirements). The Client is responsible for meeting these requirements. Contwave does not guarantee approval, eligibility, reach, delivery, or the non-suspension of any Connected Account.

8.4. No liability for platform actions. Contwave is not liable for any rejection, restriction, suspension or termination of the Client's Connected Accounts or campaigns by any third-party platform.

9. Payments, subscriptions and the payment model

9.1. Subscription only. Contwave's sole charge to the Client is the Subscription fee, billed in advance via our payment processor (e.g. Stripe / a merchant of record). Prices, tiers and billing cycle are set out in the applicable order or pricing page.

9.2. Advertising spend is paid directly by the Client to the advertising platforms. Any media/advertising budget is charged to the Client's own payment method by Meta, Google or the relevant platform. Such funds never pass through Contwave.

9.3. No fee on advertising spend; no custody of funds. Contwave charges no percentage or fee on advertising spend and does not receive, hold, transmit or have custody of any Client or end-user funds. This reflects a deliberate position to remain a software provider outside the scope of payment-services regulation (PSD2).

9.4. Taxes. Fees are exclusive of VAT and other applicable taxes, which are added where required.

9.5. Non-payment. If a Subscription payment fails, we may set the account to past-due, pursue standard dunning, and suspend access to the Platform or premium features until payment is made. Campaigns running on the Client's own accounts are on the Client's own funds and are not operated by us as a custodian.

9.6. Founding/pilot pricing. Any discounted founding or pilot pricing is time-limited and conditional; list prices apply thereafter unless otherwise agreed in writing.

10. AI-generated content and transparency

10.1. The Platform produces AI-generated and AI-assisted Content, including synthetic video and avatar-based media.

10.2. AI transparency obligations (EU AI Act, Article 50). Both Contwave and the Client may bear transparency and marking obligations in respect of AI-generated content. Contwave applies machine-readable provenance marking at the production stage where supported and discloses AI-generated nature where required. The Client, as the party that selects, approves and publishes Content to its audiences, is responsible for ensuring the required disclosures and markings are preserved and presented when the Content is published, and for compliance with the transparency rules applicable from 2 August 2026.

10.3. The Client must not remove, alter or obscure AI-provenance markings applied to Content.

11. Intellectual property

11.1. Platform IP. Contwave (and its licensors) own all rights in the Platform, its software, models integration, designs and underlying technology. No rights are granted except the limited right to use the Platform under these Terms.

11.2. Client materials. The Client retains rights in the brand assets and materials it provides and grants Contwave a licence to use them solely to provide the services.

11.3. Output Content. Subject to payment and to third-party model terms, the Client may use the Content produced for it through the Platform for its own marketing purposes. Contwave makes no warranty that AI-generated output is free of similarity to other material, and the Client is responsible for checking output before use.

11.4. The Client grants Contwave the right to reference the engagement and use anonymised, aggregated performance data to improve the Platform and (only with separate consent) to use the Client as a reference or case study.

12. Acceptable use

The Client must not, and must not permit any user to: (a) use the Platform for unlawful, fraudulent, deceptive or harmful purposes; (b) produce content that infringes third-party rights or violates applicable advertising, financial-promotion or platform rules; (c) attempt to circumvent compliance gating or AI-provenance marking; (d) reverse engineer, resell or provide the Platform to third parties except as permitted; (e) overload, probe or interfere with the Platform's security or integrity. Contwave reserves the right to refuse, remove or decline to distribute content that it reasonably considers unlawful, deceptive or in breach of these Terms.

13. Confidentiality

Each party will protect the other's confidential information and use it only to perform under these Terms, except where disclosure is required by law. This clause survives termination.

14. Data protection

14.1. Processing of personal data is governed by our Privacy Policy and, where Contwave processes personal data on the Client's behalf, by a Data Processing Agreement (DPA) to be entered into between the parties.

14.2. In respect of the Client's own audiences, contacts and end-users, the Client is the data controller and Contwave acts as processor on documented instructions. In respect of the Client's account and the Client's own use of the Platform, Contwave is the controller. (See the Privacy Policy for detail.)

14.3. The Client warrants it has a valid legal basis and all required consents for personal data it uploads or processes through the Platform, including for marketing communications under Law no. 506/2004 and the GDPR.

15. Disclaimers

15.1. The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Contwave disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

15.2. Contwave does not warrant uninterrupted or error-free operation, specific marketing results, attribution accuracy, lead volume, conversion, regulatory approval, or the behaviour of third-party platforms and models.

16. Limitation of liability

16.1. Excluded losses. To the maximum extent permitted by law, Contwave is not liable for: (a) regulatory fines, penalties or sanctions imposed on the Client; (b) suspension, restriction or termination of the Client's social media or advertising accounts; (c) loss of profit, revenue, business, goodwill or anticipated savings; (d) losses arising from third-party platforms, models or service outages; (e) indirect, special, incidental or consequential losses; (f) the Client's decision to publish Content; (g) Content the Client approved, modified, exported, scheduled or published after a compliance flag, warning, block or recommendation, or contrary to the Platform's guidance; (h) Content the Client edited, recombined or published outside the Platform; (i) the accuracy, legality, licensing or performance of the Client's products, offers, figures or target-market choices.

16.2. Liability cap. Subject to §16.3, Contwave's total aggregate liability arising out of or in connection with the services in respect of any event or series of connected events is limited to the total Subscription fees invoiced to the Client in the twelve (12) months preceding the event giving rise to the liability.

16.3. Carve-outs. Nothing in these Terms limits liability that cannot be limited or excluded under applicable law (for example, liability for death or personal injury caused by negligence, fraud, wilful misconduct, or gross negligence (culpă gravă), the limitation of which is void under Article 1355 of the Romanian Civil Code).

17. Indemnification

The Client will indemnify, defend and hold harmless Contwave (and its directors, employees and contractors) against any third-party claims, regulatory fines, penalties, losses, damages and costs (including reasonable legal fees) arising from or connected with: (a) the Client's Content, materials, offers, figures or brand assets; (b) the Client's breach of these Terms or of any applicable law; (c) the Client's regulatory non-compliance or lack of required licences, authorisations or certifications; (d) the Client's use of Connected Accounts and third-party platforms; (e) the Client's decision to approve, modify, export or publish Content, including after a compliance flag, warning or block; (f) any claim by a data subject or authority arising from the Client's data, instructions or audience. This indemnity is not subject to the limitation of liability in §16.2 and survives termination of these Terms.

18. Suspension and termination

18.1. We may suspend or terminate access — immediately and without liability where reasonably necessary — for material breach, non-payment, unlawful, deceptive or infringing use, repeated disregard of compliance flags or warnings, failure of verification (§4.4), sanctions or legal risk, or risk to the Platform, to Contwave or to third parties. Where practicable, we will give prior notice and an opportunity to cure.

18.2. Either party may terminate the Subscription at the end of the billing cycle in accordance with the applicable order. Fees already paid are non-refundable except where required by law.

18.3. On termination, the Client's right to use the Platform ceases. Data handling on termination is governed by the Privacy Policy and DPA.

19. Changes to the Terms and the service

We may update these Terms or the Platform. Material changes will be notified by reasonable means. Continued use after the effective date constitutes acceptance. If the Client does not accept a material change, its remedy is to terminate.

20. Force majeure and third-party dependencies

Contwave is not liable for failure or delay caused by events beyond its reasonable control, including failures or changes of third-party platforms, AI model providers, hosting, connectivity, or acts of public authorities. Force majeure does not excuse the Client's obligation to pay amounts due.

21. Governing law and dispute resolution

21.1. These Terms are governed by Romanian law, without prejudice to mandatory provisions of EU law.

21.2. The parties will attempt to resolve disputes amicably. For Clients established in Romania, disputes that cannot be settled amicably are subject to the exclusive jurisdiction of the competent courts at the Provider's registered office (Tribunalul Argeș). For Clients established outside Romania (international Clients), any dispute arising out of or in connection with these Terms shall be finally settled by arbitration under the Rules of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania (CICA-CCIR), with seat in Bucharest, in English, by one or three arbitrators appointed under those Rules; the award is final and binding, and enforceable under the 1958 New York Convention. [● Confirm the arbitral institution, seat and number of arbitrators with counsel.]

22. Miscellaneous

22.1. Assignment. The Client may not assign these Terms without our consent; we may assign to an affiliate or successor. 22.2. Severability. If any provision is unenforceable, the rest remains in effect. 22.3. Entire agreement. These Terms, the order/pricing, the Privacy Policy, any DPA and any DORA addendum form the entire agreement. 22.4. No waiver. Failure to enforce a provision is not a waiver. 22.5. Notices. Notices to Contwave: privacy@contwave.com. 22.6. Language. These Terms are provided in English; a Romanian version may be made available as a courtesy. In case of any conflict, the English version prevails. 22.7. Survival. Sections 3 (nature of the service), 6 (compliance pre-screening), 7 (Client obligations and warranties), 11 (intellectual property), 13 (confidentiality), 14 (data protection), 15 (disclaimers), 16 (limitation of liability), 17 (indemnification) and 21 (governing law) survive termination or expiry of these Terms. 22.8. No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between the parties, or makes either party the agent or representative of the other. The parties are independent contractors. Neither party may make any commitment, or incur any liability or obligation, on behalf of the other.