Terms of Service

1. Eligibility & account

You must be at least 18 years old and have full legal capacity to enter into a contract under Romanian civil law (Article 38 of the Romanian Civil Code) or the equivalent law of your habitual residence. The Services are designed and offered for business and professional use only. By accepting these Terms you represent that you are acting in the course of your trade, business, craft, or profession unless you qualify as a Consumer under Section 7. You agree to provide accurate and complete information at sign-up, keep your credentials confidential, use multi-factor authentication where offered, and notify us immediately of any unauthorised use of your account at legal@shadowpages.ai.

2. Services provided

Shadow Pages provides access to AI-powered software, prompts, playbooks, training materials, dashboards, brand-building workflows, and supporting human services (such as onboarding, coaching, and discovery calls). The exact features made available to you depend on the plan you purchase and any Order, statement of work, or written agreement signed by the parties.

We may modify, enhance, or discontinue features as the product evolves. Where we discontinue a material feature of an active Subscription Term, we will provide reasonable prior notice.

3. No earnings or results guarantee (plain-language summary)

Shadow Pages provides software access plus brand-building systems. We do not guarantee any specific income, audience growth, monetisation, follower count, revenue, or other commercial result. Testimonials, case studies, screenshots, and figures we publish are illustrative of what individual users have done; they are not typical, not promises, and are not specific to you, your niche, or your circumstances. Your results depend on factors outside our control, including the time and effort you invest, your niche, your existing audience, platform algorithms, market conditions, the quality of your execution, and other variables we cannot influence. This disclosure is provided in line with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and equivalent EU/UK unfair-commercial-practices rules. The detailed, capitalised version of this disclaimer is in Section 15.

4. License to use the AI Systems

Subject to your compliance with these Terms and timely payment of Subscription Fees, Shadow Pages grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the AI Systems for the duration of the Subscription Term, solely for your internal business purposes and only by your Authorised Users.

Authorised Users are the named individuals you assign within the seat limits of your plan. Each Authorised User must keep credentials confidential and may not share account access with anyone outside your organisation.

You may not, and may not permit any third party to:

• Copy, modify, distribute, sell, resell, sublicense, rent, lease, or white-label the AI Systems or any part of them.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code, model weights, training data, prompts, or proprietary playbooks of the AI Systems.
• Create derivative works of, or use Generated Output, prompts, or proprietary playbooks to train, fine-tune, evaluate, benchmark, distil, or otherwise improve any competing AI model, agent, or service.
• Benchmark the AI Systems against a competing product or publish benchmarks without our prior written consent.
• Share account access with anyone outside your organisation, including by allowing a third party to log in on your behalf.
• Remove proprietary notices or attempt to bypass usage limits, rate limits, watermarks, or technical safeguards.

5. Acceptable use

Your use of the Services is governed by our Acceptable Use Policy. Violations may result in suspension or termination under Section 18. You remain solely responsible for all Client Content and for the use you make of Generated Output.

6. Fees, payment, taxes & late charges

All Subscription Fees are stated in U.S. dollars (USD) or euros (EUR), whichever currency our payment processor renders for your jurisdiction, and are billed through our third-party payment processor ([PAYMENT_PROCESSOR]). By providing payment information you authorise the processor to charge the amounts shown at checkout, including any recurring fees.

• Billing cycles: one-time or recurring as set out in your Order. Recurring subscriptions renew automatically for successive Subscription Terms unless cancelled before the renewal date.
• VAT & indirect taxes:prices on the Site are shown excluding VAT or sales taxes unless explicitly stated. Romanian VAT is added where legally required. For B2C sales within the EU, VAT is collected under the One Stop Shop (OSS) regime at the rate of the consumer’s habitual residence. For B2B sales within the EU outside Romania, the reverse-charge mechanism applies on provision of a valid VAT identification number. Customers outside the EU may be charged local sales taxes or VAT-equivalent where the processor determines such taxes are due.
• Currency conversion: if you pay in a currency other than the price displayed, your bank or card issuer sets the exchange rate. Shadow Pages is not responsible for conversion costs.
• Invoicing: invoices are issued in compliance with Romanian Law no. 227/2015 (Fiscal Code) and Council Directive 2006/112/EC.
• Failed payments & late charges: if a Subscription Fee is not paid when due, we may suspend access until the amount is paid. Past-due amounts accrue interest at 1.5% per month, or the maximum rate permitted by Romanian law (including the statutory rate under Romanian Law no. 72/2013 on B2B late payments), whichever is lower, calculated daily from the due date until paid in full. You are responsible for reasonable collection costs and attorneys’ fees we incur to recover past-due amounts, to the extent permitted by law.
• Price changes:we may change pricing for new terms; renewals are billed at the price disclosed at renewal, with at least 30 days’ notice for material increases for active recurring subscriptions.
• Non-refundable. Except where Section 7 applies, Subscription Fees are paid in advance and non-refundable.

7. EU/UK consumer rights, cooling-off & refunds

7.1 Right of withdrawal (14-day cooling-off)

If you qualify as a Consumer under EU Directive 2011/83/EU (as transposed in Romania by O.U.G. no. 34/2014) or the equivalent UK Consumer Contracts Regulations 2013, you have a statutory right to withdraw from a distance contract within 14 days of conclusion of the contract, without giving any reason. To exercise this right, send an unambiguous statement of withdrawal to legal@shadowpages.ai before the 14-day period expires. We will reimburse all payments received from you without undue delay and in any event within 14 days, using the same payment method you used.

7.2 Loss of the right of withdrawal for digital content (Art. 16(m) Directive 2011/83/EU)

The Services consist of supply of digital content (the AI Systems and related materials) not on a tangible medium. By placing your Order and ticking the corresponding box at checkout, you (i) expressly request that performance begin during the 14-day cooling-off period, (ii) expressly consent to the immediate supply of the digital content, and (iii) acknowledge that you thereby lose your right of withdrawal once performance has begun (Article 16(m) Directive 2011/83/EU and Article 16 of Romanian O.U.G. 34/2014). For services partially performed before withdrawal, where the digital content exception does not apply, we may charge a proportionate amount for what has been delivered.

7.3 Statutory guarantee of conformity

For Consumers, the Services benefit from the statutory guarantee of conformity under Romanian Law no. 449/2003 (republished), Directive (EU) 2019/770 on digital content and digital services, and Directive (EU) 2019/771 where applicable. The guarantee period is two (2) years from delivery for one-off supplies, and for continuous supplies it covers the entire term of the contract. The legal remedies are: bringing the Services into conformity, a proportionate price reduction, or termination of the contract, on the conditions set out in the applicable law.

7.4 Refunds (B2B and outside the cooling-off window)

Outside the 14-day window or where the Art. 16(m) exception applies, refunds are made at our sole discretion on a case-by-case basis. For business customers (B2B), no refunds are offered beyond statutory rights. This Section does not affect mandatory consumer protections.

7.5 Online Dispute Resolution (ODR)

EU Consumers may use the European Commission’s Online Dispute Resolution platform to submit complaints out-of-court: https://ec.europa.eu/consumers/odr. Romanian Consumers may also contact the National Authority for Consumer Protection (ANPC) at anpc.ro.

8. Chargebacks

If you have a billing concern, you must first contact us at legal@shadowpages.ai and give us a reasonable opportunity to resolve it. Initiating a chargeback, payment dispute, or reversal with your card issuer or bank without first contacting us is a material breach of these Terms and is grounds for immediate suspension or termination of your account. You will be liable for all costs we incur in defending the chargeback, including the fees charged by the payment processor and reasonable collection or legal costs, to the extent permitted by Romanian law. Nothing in this Section limits the statutory rights of a Consumer under Section 7.

9. Intellectual property & ownership

Our IP.Shadow Pages (i.e., Ares Online S.R.L.) and its licensors own all right, title, and interest in and to the AI Systems, the Site, our brand, prompts, playbooks, fine-tuned models, training materials, dashboards, documentation, and all improvements, modifications, and derivative works (collectively, the “Shadow Pages IP”). No rights are granted to you except the license expressly stated in Section 4.

Your Client Content. You retain ownership of Client Content. You grant us a worldwide, royalty-free license to host, process, transmit, and display Client Content solely to operate, secure, and improve the Services.

Generated Output. Subject to your compliance with these Terms and full payment of fees, we assign to you the rights we hold (if any) in the Generated Output you produce for use in your own brand. You are responsible for ensuring that your use of Generated Output complies with applicable law and third-party rights. AI-generated material may not be copyrightable in some jurisdictions.

Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.

10. Data ownership & processing

You own and remain responsible for your Client Data. Where we process Client Personal Data on your behalf, we do so as a processor on the terms set out in our Data Processing Addendum, which forms part of these Terms. Our processing of personal information for which we are the controller is described in our Privacy Policy.

11. Confidentiality

Each party agrees to keep the other’s non-public information confidential and to use it only for the purposes of these Terms. Confidential information does not include information that is public, independently developed, lawfully received from a third party without restriction, or required to be disclosed by law or court order (subject to prior notice where lawful). Confidentiality obligations survive for three (3) years after termination of these Terms, except for trade secrets and personal data, which remain protected for as long as they retain that status under applicable law.

12. Use of Client Wins

If you voluntarily share with us any wins, growth screenshots, metrics, revenue figures, follower counts, testimonials, video statements, written quotes, or similar materials describing your experience with the Services (collectively, “Client Wins”), you grant Shadow Pages a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, edit, adapt, publish, and display those Client Wins in our marketing, advertising, social-media, sales, and educational materials, in any medium now known or later developed.

You represent that you have the right to grant this license and that the Client Wins are accurate at the time you share them. You may revoke this license going forward by emailing legal@shadowpages.ai; revocation does not affect campaigns already in market or materials already distributed. This Section is a reciprocal, voluntary mechanism and does not create any obligation on you to share Client Wins.

13. Non-disparagement & honest reviews carve-out

During and after the Subscription Term, neither party will make any public statement that knowingly disparages the other party, its officers, employees, contractors, products, or services with statements that are false, malicious, or designed to harm the other party’s reputation. The parties further agree to keep the substance and terms of any dispute under these Terms confidential, except as required by law or to enforce these Terms.

Honest reviews carve-out. Nothing in these Terms prohibits, and we expressly preserve your statutory right to publish, honest reviews, opinions, ratings, commentary, or experiences with the Services. This Section is drafted in line with the U.S. Consumer Review Fairness Act, 15 U.S.C. § 45b, and the EU consumer rules on transparency of reviews (Directive (EU) 2019/2161). Knowingly false, fraudulent, or maliciously misleading statements, however, are not honest reviews and remain a material breach of these Terms.

14. Competitive restrictions & non-solicitation

Competitive restriction. For a period of six (6) monthsfollowing termination or expiration of the Subscription Term, Client will not, directly or indirectly, market, sell, license, or operate a service that is substantially similar to and directly competitive with the Shadow Pages AI brand-building services, using assets, prompts, playbooks, methodologies, or know-how derived from access to the Shadow Pages IP. This restriction is limited to what is reasonably necessary to protect Shadow Pages’ legitimate business interests and trade secrets and does not prevent you from operating your own brand or competing in unrelated verticals.

Non-solicitation. During the Subscription Term and for twelve (12) monthsthereafter, neither party will, directly or indirectly, solicit for employment or engagement any employee or contractor of the other party with whom it has had material contact under these Terms, without that party’s prior written consent. General job postings and hires resulting from a response to such postings, without targeted outreach, are not a breach.

If a court finds either restriction broader than enforceable under Romanian or applicable local law, it will be reduced to the maximum scope permitted and otherwise enforced.

15. Warranty disclaimer & statutory rights

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHADOW PAGES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ACCURACY OF GENERATED OUTPUT. AI MODELS CAN PRODUCE INCORRECT OR INAPPROPRIATE OUTPUT; YOU ARE SOLELY RESPONSIBLE FOR REVIEWING ALL GENERATED OUTPUT BEFORE PUBLISHING OR RELYING ON IT.

SHADOW PAGES MAKES NO REPRESENTATION OR WARRANTY THAT YOU WILL EARN ANY SPECIFIC INCOME, RECEIVE ANY SPECIFIC NUMBER OF FOLLOWERS, VIEWS, LEADS, BOOKINGS, CLIENTS, OR REVENUE, OR ACHIEVE ANY PARTICULAR COMMERCIAL OUTCOME FROM USE OF THE SERVICES. ANY EARNINGS, RESULTS, CASE STUDIES, TESTIMONIALS, OR FIGURES PUBLISHED BY US ARE ILLUSTRATIVE OF WHAT INDIVIDUAL USERS HAVE DONE, ARE NOT TYPICAL, ARE NOT SPECIFIC TO YOU OR YOUR CIRCUMSTANCES, AND ARE NOT A PROMISE OR GUARANTEE. RESULTS DEPEND ON FACTORS OUTSIDE OUR CONTROL, INCLUDING YOUR TIME INVESTED, NICHE SELECTION, CONTENT FIT, EXISTING AUDIENCE, EXECUTION, MARKET CONDITIONS, AND PLATFORM ALGORITHMS.

No professional advice. Nothing in the Services constitutes financial, investment, legal, tax, medical, psychological, or other professional advice. You should obtain independent professional advice before making decisions based on Generated Output or our materials.

This Section does not exclude or limit the statutory guarantee of conformity available to Consumers under Section 7.3, the mandatory consumer protections of the EU/UK, or any liability that cannot lawfully be excluded.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHADOW PAGES AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS YOU PAID TO SHADOW PAGES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Carve-outs. Nothing in these Terms excludes or limits liability for (i) death or personal injury caused by our negligence; (ii) fraud or wilful misconduct (intent or gross negligence under Article 1.355(1) of the Romanian Civil Code); (iii) any liability that cannot lawfully be excluded under Romanian law, including under Article 1.354 of the Romanian Civil Code; or (iv) statutory consumer rights of EU/UK Consumers.

17. Indemnification

By you.You will defend, indemnify, and hold harmless Shadow Pages, its affiliates, and its personnel from any third-party claim, loss, damage, or expense (including reasonable attorneys’ fees) arising out of (i) your Client Content; (ii) your use of Generated Output; (iii) your breach of these Terms or the AUP; or (iv) your violation of any law or third-party right.

By us.We will defend, indemnify, and hold you harmless from any third-party claim alleging that your authorised use of the AI Systems (excluding Client Content, Generated Output arising from your inputs, and any combination of the Services with materials not supplied by us) directly infringes that third party’s registered EU intellectual property rights, subject to your prompt notice, sole control of the defence by us, and reasonable cooperation.

18. Term, termination & suspension

These Terms apply from the date you first access the Services until terminated. The Subscription Term is set in your Order and renews automatically for successive periods of equal length unless cancelled. You may cancel a subscription at any time through your account or by emailing legal@shadowpages.ai; cancellation takes effect at the end of the current billing period and prepaid fees are non-refundable except where Section 7 applies.

We may suspend or terminate access immediately and without refund if you (a) materially breach these Terms or the AUP; (b) fail to pay; (c) initiate an unjustified chargeback; (d) create legal or reputational risk for Shadow Pages; or (e) engage in conduct that may expose us to liability under sanctions, export-control, or anti-money-laundering laws. Where a breach is curable, we will give you reasonable notice and an opportunity to cure before termination.

On termination, your license under Section 4 ends and we may delete Client Content after a reasonable retention period as set out in our Privacy Policy and DPA. Sections that by their nature should survive (including IP, confidentiality, disclaimers, limitation of liability, indemnification, non-disparagement, competitive restrictions, governing law, and definitions) will survive termination.

19. Privacy & data protection

Our processing of personal information is described in our Privacy Policy. Where we process personal information on behalf of a business customer, our Data Processing Addendum applies and forms part of these Terms.

20. Governing law, dispute resolution & legal fees

These Terms are governed by the laws of Romania, without regard to conflict-of-laws principles. The exclusive forum for any dispute is the competent courts of Bucharest, Romania, and each party submits to their jurisdiction.

EU/UK consumer carve-out.If you are a Consumer resident in the European Union, the United Kingdom, or Switzerland, this Section does not deprive you of the mandatory consumer protections of your country of habitual residence (Article 6 of Regulation (EC) No 593/2008 — “Rome I”), and you may bring proceedings in the courts of your home country. EU Consumers may also use the European Commission’s Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

Good-faith resolution. Before filing a formal claim, the parties agree to attempt good-faith resolution by emailing legal@shadowpages.ai and waiting at least 30 days.

Legal fees.Subject to mandatory consumer law, in any action arising out of or related to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees, court costs, and expenses, in line with Articles 451–453 of the Romanian Code of Civil Procedure.

21. Force majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control (force majeure within the meaning of Article 1.351 of the Romanian Civil Code), including acts of God, war, terrorism, civil unrest, pandemic, internet or telecommunications failure, cloud-provider outage, or government action. The affected party will notify the other promptly and use commercially reasonable efforts to resume performance.

22. Export control & sanctions

You agree not to use, export, re-export, transfer, or permit access to the Services in violation of any applicable U.S., EU, UK, Romanian, or other export-control or sanctions laws, including the U.S. Export Administration Regulations (EAR), the Office of Foreign Assets Control (OFAC) sanctions programmes, Council Regulation (EC) No 428/2009 / Regulation (EU) 2021/821, and UK sanctions regimes. You represent that you are not located in, ordinarily resident in, or organised under the laws of a country or region subject to comprehensive U.S./EU sanctions, and that you are not on any restricted-party list.

23. Assignment

You may not assign, sublicense, or otherwise transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent; any attempted assignment in breach of this Section is void. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, without your consent.

24. Electronic communications & notices

You consent to receive communications from us electronically, including by email to the address associated with your account, in-product notifications, and notices posted on the Site. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that those communications be in writing, in line with Romanian law on electronic signatures (Law no. 455/2001) and EU Regulation (EU) No 910/2014 (eIDAS).

You may send notices to us at legal@shadowpages.ai or by post to Ares Online S.R.L., [ROMANIAN REGISTERED ADDRESS]. Notices are deemed received on the next business day after delivery.

25. Updates & modification of these Terms

We may update these Terms from time to time. Updates are published by posting the revised version on the Site, with the “Last updated” date amended at the top, and where applicable by email to the address associated with your account.

• Material changes (e.g., changes that meaningfully expand your obligations or reduce your rights) take effect five (5) days after notice is sent by email, unless a longer notice period is required by law. For active recurring subscriptions, we will give the 30-day notice required by Section 6 where the change materially affects pricing or scope.
• Non-material changes (e.g., clarifications, non-substantive edits, formatting) take effect immediately upon posting.
• Your continued use of the Services after the effective date constitutes acceptance of the updated Terms (a combination of click-wrap at account creation and browse-wrap for ongoing use). No new physical signature is required.
• If you do not accept a material change, you may terminate your subscription before the change takes effect.

26. Entire agreement, severability & construction

• Entire agreement. These Terms, the Privacy Policy, the AUP, the Website Terms of Use, the DPA (if applicable), and any Order form the complete and exclusive agreement between the parties on the subject matter, and supersede all prior or contemporaneous communications, proposals, and agreements.
• Severability. If any provision is held unenforceable, the remainder remains in effect and the provision is to be reformed to the minimum extent necessary to make it enforceable.
• No waiver. Failure to enforce a provision is not a waiver of the right to do so later, and no waiver is effective unless made in writing.
• Jointly drafted; no contra-proferentem. These Terms are deemed to have been jointly drafted by the parties, and no rule of construction will be applied to construe any ambiguity against either party as drafter.
• Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, franchise, employment, or agency relationship.
• Language. These Terms are concluded in English. Translations are provided for convenience; the English version prevails, subject to mandatory consumer-language rules.

27. Definitions

• “AI Systems” means the AI-powered software, agents, workflows, prompts, templates, fine-tuned models, dashboards, and underlying infrastructure made available to you as part of the Services.
• “Authorised User” means a named individual within your organisation who you assign as a user of the AI Systems within the seat limits of your plan.
• “Client Content” means any inputs, briefs, brand assets, niches, ideas, and other materials you submit to the AI Systems.
• “Client Data” means all data and information (including Client Content and Generated Output) that you submit, generate, or receive through the Services.
• “Client Personal Data” means the subset of Client Data that constitutes personal data under applicable data-protection law and that we process on your behalf as a processor; the terms of the DPA apply.
• “Client Wins” has the meaning given in Section 12.
• “Consumer” means a natural person acting outside their trade, business, craft, or profession, as defined in Article 2(1) of Directive 2011/83/EU.
• “Generated Output” means the content produced by the AI Systems in response to your inputs (e.g., scripts, hooks, captions, structures).
• “Order” means any checkout, signed proposal, statement of work, or written agreement under which you purchase a plan.
• “Services” means the Shadow Pages AI software, prompts, playbooks, dashboards, training materials, calls, and supporting services made available under your plan.
• “Subscription Term” means the period during which you have an active, paid subscription to the Services, as set in your Order, including any renewal periods.
• “Subscription Fees” means the fees payable for the Services under your plan or Order.

28. Contact

Ares Online S.R.L., trading as Shadow Pages — [ROMANIAN REGISTERED ADDRESS] — Trade Register / CUI [CUI / TRADE REGISTER NO.] — legal@shadowpages.ai.