Terms of Service

1. Who we are

These Terms of Service (the "Terms") are a contract between you and AVi Kairos Srl, a company incorporated under Romanian law with its registered office at Strada Lungă 188, Corp C2, Ap. 2, Brașov 500051, România (CUI 52477194 · J08/68/2025 · EUID ROONRC.J2025068492002). Throughout this document, "MINOMO", "we", "our", and "us" refer to AVi Kairos Srl.

When you register, log in, or use our services, you accept these Terms and agree to comply with them. If you disagree with any part of these Terms, do not use MINOMO.

These Terms apply together with:

• the Privacy Notice, which explains how we process your personal data;
• the Cookie Notice;
• the Refund Policy;
• the Community Standards, which describe permitted and prohibited behaviour and include the procedure for reporting content under Regulation (EU) 2022/2065 (Digital Services Act, DSA);
• the list of suppliers and subprocessors;
• if you are a merchant or a City Agent, any additional documents you receive during onboarding (for example the Data Processing Addendum (DPA) for merchants).

Where there is a conflict between these Terms and one of the documents above, the more specific document takes precedence for the situation in question (for example, the Refund Policy takes precedence on refund matters).

2. What these Terms cover

These Terms apply to all services that AVi Kairos Srl offers under the MINOMO brand. In particular:

• the showcase website at minomo.io and its public sections (Atlas, blog, merchant and City Agent pages, events);
• the consumer application available as a PWA at app.minomo.io and, shortly, as a native application for iOS and Android;
• the merchant and City Agent panels;
• the image distribution network at cdn.minomo.io;
• the federated identity service Identity Shield at id.minomo.io;
• the conversational assistant MINA;
• programming interfaces (APIs) and any other tool, material, or service provided by AVi Kairos Srl in connection with MINOMO (collectively, the "Platform").

3. Your account

3.1 Minimum age

To register a MINOMO account you must be at least 18 years old and legally capable of entering into binding contracts. This is a policy choice we adopt for consistency of experience across different countries and to allow use of the prepaid wallet within the full legal capacity of the individual. If you are a minor, you may not use MINOMO.

3.2 Accounts registered on behalf of legal entities

If you register an account on behalf of a business, a public body, an association, or another entity, you declare that you are authorised to bind that entity to these Terms. In that case, you are the operational contact for the account; the legal effect of your actions falls on the entity you represent.

3.3 Your account responsibilities

You are responsible for:

• providing accurate, complete, and up-to-date information at registration and during use of the service;
• keeping your access credentials (password, OTP codes, 2FA secret) secure and not sharing them with third parties;
• all activities carried out through your account, even if performed by a third party to whom you have granted access (voluntarily or through negligence);
• notifying us immediately at [email protected] of any unauthorised access, loss of credentials, or suspected compromise.

We provide tools to improve the security of your account: two-factor authentication, email verification via OTP, management of active sessions. For high-exposure accounts (admins, City Agents, merchants) we recommend enabling 2FA.

3.4 Username and impersonation

Your username must not infringe third-party rights or be offensive, misleading, or liable to impersonate another person, brand, authority, or organisation. The following are not permitted:

• usernames that imitate third-party trade marks or the names of well-known individuals without authorisation;
• offensive, vulgar, or discriminatory usernames;
• registering usernames for speculative or resale purposes (username squatting);
• the use of usernames belonging to public authorities or government bodies without formal authorisation.

In the event of a dispute or third-party complaint, we may ask you to change your username or, if you refuse, reassign it. Usernames inactive for extended periods may be reclaimed after reasonable notice.

4. Roles on MINOMO

MINOMO is designed for multiple types of users. Rights and obligations vary according to role.

4.1 Consumer citizens (followers)

If you use MINOMO as a citizen, you can: register for free, follow merchants and City Agents, receive push notifications (end-to-end encrypted), attend events via RSVP, activate loyalty cards, converse with MINA, and access Atlas and public pages. Consumer services are free and will remain so: there are no paid subscriptions to access the basic features of the app.

4.2 Merchants (traders and businesses)

If you represent a commercial activity, a professional practice, or an association carrying out commercial activity, you can open a public Bio Page on your MINOMO domain (/m/{your-slug}), send push notifications to your followers and to the city, organise events, activate loyalty programmes, and access aggregated metrics for your followers. You are a "trader" within the meaning of Directive 2011/83/EU on consumer rights and Regulation (EU) 2022/2065 (Digital Services Act, DSA). Additional rules therefore apply, as described in section 9.

4.3 City Agents, Subagents, Country Managers

City Agents are local consultants who editorially manage the MINOMO network in a given city or area. They have a B2B contractual relationship with AVi Kairos Srl, governed by a separate contract (letter of engagement or consultancy agreement). Subagents operate under the coordination of a City Agent; Country Managers coordinate City Agents operating in a given country. Their role and limitations are described in section 10.

4.4 Representatives of municipalities and public authorities

Municipalities and other public bodies that use MINOMO for civic communication access a dedicated view with administrative data. The relationship is governed by the contract concluded between the body and AVi Kairos Srl, supplemented by the provisions of these Terms compatible with the public nature of the entity.

5. Your content

5.1 What we mean by "content"

By "content" we mean any material you publish or transmit via MINOMO: texts, images, videos, audio, links, product or service descriptions, push notification messages, reviews, RSVPs, conversations with MINA, identifying data for your business, and any other information you upload to our systems.

5.2 You are responsible for your content

You are solely responsible for the content you publish: its accuracy, its lawfulness, compliance with third-party rights (including intellectual property rights, image rights, and privacy), and its compliance with applicable laws and our Community Standards.

By publishing content on MINOMO, you declare, under your own responsibility, that you:

• own it or hold the necessary authorisations to publish it;
• are not breaching applicable criminal, civil, or administrative law;
• are not breaching MINOMO's Community Standards.

5.3 Licence you grant us

Your content remains yours. We do not claim ownership of it.

In order to host it, display it to other users, and transmit it (for example: sending your push notification to recipients, showing your Bio Page to search engines, including your POI photo in MINOMO Atlas), we need a limited licence. By publishing content on MINOMO, you grant us a non-exclusive, royalty-free, worldwide licence, limited to the duration for which the content is present on the platform, solely for the purposes of providing and promoting the MINOMO service. The licence does not permit us to resell your content, sublicense it to third parties for advertising purposes, or use it to train third-party artificial intelligence models.

When you remove your content from the platform, the licence you have granted us ceases. We may retain technical backup copies for the time strictly necessary (see sections 13 and 14 of the Privacy Notice).

5.4 Moderation

MINOMO is an online platform within the meaning of Art. 3 of Regulation (EU) 2022/2065 (Digital Services Act, DSA). We may remove or restrict the visibility of content that breaches these Terms, the Community Standards, or the law. The moderation procedure, including the mechanisms for reporting (DSA Art. 16) and appeal (DSA Art. 17 and Art. 20), is described in the Community Standards. The point of contact for requests relating to moderation is [email protected].

6. Our platform

6.1 Rights over MINOMO

AVi Kairos Srl holds all rights, title, and interests (including intellectual property rights, patent rights, trade mark rights, design rights, database rights, and software rights) in the Platform. Your content, which belongs to you (section 5.3), is excluded.

6.2 Licence to use

Subject to compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to access and use the Platform in the ways the service provides for your role.

You may not:

• copy, modify, decompile, disassemble, or reverse-engineer the Platform, except to the extent required by mandatory law;
• remove or obscure proprietary notices, copyright notices, or trade marks;
• create derivative works;
• use the Platform to build a competing service, carry out mass scraping, or systematically extract the database (except for those portions of content that are expressly open, such as MINOMO Atlas aggregates);
• use our trade mark, logo, or brand identity in a manner that implies an endorsement, sponsorship, or partnership that does not exist, without our prior written consent.

7. The MINOMO wallet and payments

7.1 How the wallet works

The wallet is a prepaid balance denominated in euros and linked to your account. It is used by merchants (to send notifications, activate add-ons, and so on) and — where applicable — by City Agents, Subagents, and other roles with spending responsibilities on the platform. The wallet:

• is topped up via Paddle, which acts as Merchant of Record and directly processes cards and other payment methods;
• allows activation of any paid feature available on the platform, present or future, drawing from the balance;
• does not expire through inactivity (except in extreme cases required by anti-money-laundering or tax regulations, of which we would give you advance notice);
• does not convert to cash except for the portion of remaining balance not yet consumed, under the conditions described in the Refund Policy;
• is not an electronic money instrument within the meaning of Directive 2009/110/EC on electronic money, nor a payment instrument within the meaning of Directive (EU) 2015/2366 (PSD2): it is an advance consideration for services that MINOMO will provide to you, falling within the "limited network" exemption under Art. 3(k) of PSD2.

7.2 Features charged to the wallet

Among the features deducted from the wallet (this list is not exhaustive and evolves over time):

• sending push notifications to your followers or to the entire city (broadcasting);
• activation of visibility add-ons, such as a discovery boost for your page;
• activation of digital loyalty campaigns for your business;
• use of advanced MINA features for generating editorial content;
• operational tools for City Agents and municipalities (where applicable).

The cost of each feature is shown at the point of activation, before the balance is deducted. There are no silent charges: if the wallet has insufficient credit, the feature simply does not activate.

7.3 Receipt confirmation and invoicing

Each wallet top-up generates a receipt and, where applicable, an invoice issued in accordance with Romanian tax law (TVA) and — for EU business customers — with VAT applied at the customer's country rate under the One-Stop Shop regime via Paddle. The history of top-ups and consumption is always accessible from the "Wallet" section of your panel.

8. Consumer right of withdrawal

The provisions of this section 8 apply exclusively to users acting as consumers, meaning natural persons who make wallet top-ups for purposes outside any trade, business, craft, or professional activity they may carry on. They are consistent with Directive 2011/83/EU on consumer rights as implemented in Romania by OUG 34/2014.

8.1 14-day period

If you are a consumer, you have the right to withdraw from a wallet top-up within 14 calendar days of payment, without giving any reason and without penalty.

8.2 Exception for digital services already consumed

Under Art. 16(m) of Directive 2011/83/EU on consumer rights (and national implementing provisions), the right of withdrawal does not apply to the portion of credit you have already consumed on the platform for digital services rendered, provided that:

1. you have expressly agreed, at the time of the top-up, to the immediate commencement of the execution of the digital services, and
2. you have acknowledged that, by activating a paid feature within the 14-day period, you lose the right of withdrawal on the portion of credit used.

These two confirmations are requested from you clearly during the top-up process. If you do not give them, the right of withdrawal remains intact for the entire top-up until the 14 days expire.

8.3 Effects of withdrawal

If you exercise the right of withdrawal, we will refund you:

• the portion of credit you have not yet consumed, in all cases;
• the entire top-up, if you have never activated any paid features from the wallet within the withdrawal period and have not given the two confirmations referred to in section 8.2.

The refund is made within 14 days of receiving your withdrawal notice, using the same payment method used for the top-up, unless otherwise agreed. No costs are charged to you for the refund.

You may use the following model withdrawal form, though it is not obligatory:

"I/We hereby give notice that I/We withdraw from my/our contract for the supply of the following digital service: MINOMO wallet top-up of [amount] made on [date]. Name: [your name]. Email: [your email]. Date: [today's date]."

8.4 How to exercise it

Notify us of your decision to withdraw by an explicit statement (for example via email to [email protected]) or through the refund form available in the "Wallet" section of your panel. You may use the template attached to the Refund Policy, but it is not required.

8.5 Out-of-court settlement and ODR

If you are not satisfied with our response, you may contact:

• ANPC — Autoritatea Națională pentru Protecția Consumatorilor (National Authority for Consumer Protection, Romania) — anpc.ro;
• SAL — Alternative Dispute Resolution (Romania) — anpc.ro/ce-este-sal/;
• EU ODR Platform — ec.europa.eu/consumers/odr;
• the dispute resolution body in your country of habitual residence, if one is available.

9. Merchant obligations

If you use MINOMO as a merchant, in addition to the general provisions, the following specific obligations apply, in compliance with Regulation (EU) 2022/2065 (Digital Services Act, DSA) and e-commerce regulations.

9.1 Traceability of traders (DSA Art. 30)

During onboarding we ask you to provide and keep up to date the following information:

• the legal name of the business or sole trader;
• the address of the registered office and of the commercial premises (if different);
• the tax identification number (CUI in Romania, VAT number in other EU countries);
• a customer support contact (email and telephone) reachable by consumers;
• a self-declaration of the compliance of the products or services offered with applicable EU regulations.

We verify this information through accessible public registers (ANAF for Romania, VIES for intra-Community verification, other registers where available). Some of this information — name, business address, public contact — is displayed on your Bio Page to ensure the traceability required by the DSA for consumers. If we find that the information is inaccurate, we will ask you to correct it; if you fail to do so, we may suspend your page under Art. 30 DSA.

9.2 Accuracy of commercial information

Prices, promotions, and the characteristics of products and services published on your Bio Page and through push notifications must be accurate, up to date, and not misleading. Directive 2005/29/EC on unfair commercial practices (UCPD) applies.

9.3 Product compliance

The products and services offered must comply with applicable EU regulations on safety, labelling, and warranties. MINOMO does not sell products on your behalf: the contractual relationship relating to any sale remains between you and the consumer. However, if we become aware of serious breaches of sector-specific regulations, we may suspend your page and report the matter to the competent authorities.

9.4 Promotions and loyalty

When you use loyalty tools (loyalty cards, points, rewards, redemption codes), the economic terms are those you yourself publish in your programme. You are responsible for transparency towards your followers and for maintaining the declared values. If you discontinue an active loyalty programme, you must guarantee followers a reasonable period to redeem accrued points.

10. City Agents, Subagents, Country Managers, and municipalities

10.1 The City Agent is a consultant, not a legal agent

The City Agent is a local consultant who facilitates the onboarding of merchants to MINOMO, provides operational support, and manages the editorial presence of the network in the territory. When a merchant registers through the involvement of a City Agent, the contractual relationship is established directly between the merchant and AVi Kairos Srl, through these Terms. The City Agent:

• does not sign contracts on behalf of AVi Kairos Srl towards merchants;
• does not legally represent AVi Kairos Srl in legal proceedings or before authorities;
• does not collect money from merchants or consumers on behalf of AVi Kairos Srl: payments are made directly between the merchant and Paddle (with AVi Kairos Srl as underlying merchant);
• does not have access to the personal data of followers in the territory they manage: they see only aggregated metrics and public merchant data.

10.2 Contractual relationship of the City Agent

The relationship between the City Agent (or Subagent / Country Manager) and AVi Kairos Srl is governed by a separate contract (letter of engagement or consultancy agreement), which sets out commissions, territorial exclusivity, training, and duration. That contract supplements but does not replace these Terms.

10.3 Municipal representatives

The municipality or public body using MINOMO accesses the platform through an institutional account and an authorised natural person. Publications made by the municipality are subject to the public administration regulations of the relevant country. Responsibility for civic communications remains with the body.

11. MINA — AI conversational assistant

MINA is a conversational assistant based on generative artificial intelligence, currently available within the PWA at app.minomo.io.

11.1 AI Act transparency

Under Art. 50 of Regulation (EU) 2024/1689 (AI Act): when you interact with MINA, you are interacting with an artificial intelligence system, not a human operator. MINA is powered by a third-party AI service provider; the up-to-date list of our providers is available at /en/legal/subprocessors/.

11.2 MINA's limitations

MINA may produce inaccurate, incomplete, or out-of-date responses. MINA's responses do not constitute professional advice of any kind — legal, medical, financial, tax, or otherwise. When you rely on a response for important decisions, always verify with official sources or qualified professionals. AVi Kairos Srl is not liable for damages arising from reliance on MINA's responses, to the extent permitted by law.

11.3 Optional use

MINA is optional. You can use all other MINOMO services without interacting with the AI assistant.

12. Identity Shield

Identity Shield is our privacy-first federated identity service (id.minomo.io), which allows you to access third-party partner services without sharing your real email address and to end the relationship at any time, propagating the deletion request under Art. 17 of Regulation (EU) 2016/679 (GDPR). The detailed terms of the service are described in the dedicated section of the Privacy Notice and in the Identity Shield-specific pages. Use of Identity Shield is optional.

13. Privacy, cookies, and data protection

We process your personal data in accordance with Regulation (EU) 2016/679 (GDPR) and applicable national law. The full terms are described in the Privacy Notice and the Cookie Notice, which form an integral part of these Terms.

If you are a merchant and you entrust us with the processing of personal data on your behalf (for example: managing your follower list for sending notifications), the Data Processing Addendum (DPA) for merchants applies.

14. Security, availability, limitation of liability

14.1 Security measures

We adopt appropriate technical and organisational measures to protect our systems and the data held on them (encryption in transit and at rest, anti-fraud, access monitoring, incident management). We describe these in detail in the Privacy Notice.

14.2 Service availability

We work to keep the Platform accessible at all times, but we cannot guarantee 100% availability. Periods of unavailability may occur due to scheduled maintenance (for which we will give you reasonable advance notice), technical failures, cyberattacks, or force majeure events. We maintain regular technical backups of the infrastructure and commit to restoring the service as quickly as possible.

14.3 Limitation of liability

To the extent permitted by law and without prejudice to mandatory consumer protection rules, AVi Kairos Srl is not liable for:

• indirect, consequential damages, loss of profits, loss of goodwill, or reputational damage arising from use of or inability to use the Platform;
• loss of data caused by your failure to maintain backups, by errors of third parties (payment gateways, telecommunications providers, push gateways), or by force majeure events;
• content or behaviour of other users (merchants, City Agents, followers);
• the operation of third-party services integrated at your request or by your choice.

AVi Kairos Srl's total liability towards you, for each harmful event and to the extent permitted by law, is limited to the amount you have actually deposited in the MINOMO wallet in the 12 months preceding the event. Cases of wilful misconduct, gross negligence, and liability that the law does not permit to be excluded or limited remain unaffected.

15. Account suspension and closure

15.1 When we may suspend you

We may temporarily suspend or permanently terminate your account, even without notice where the behaviour is serious and ongoing, in cases of:

• breach of these Terms, the Refund Policy, the Privacy Notice, or the Community Standards;
• breach of criminal or civil law, including on notification from a competent authority;
• fraudulent use of the wallet, chargeback abuse, or behaviour that harms other users;
• provision of false identifying information or failure to maintain accurate DSA Art. 30 data after a correction request.

15.2 Statement of Reasons (DSA Art. 17)

When we remove content, restrict visibility, or suspend an account, we send you a detailed Statement of Reasons under Art. 17 of the DSA, indicating: the decision taken, the facts alleged, the provision of these Terms or Community Standards we consider to have been breached, the duration of the measure, and information on how to appeal.

15.3 Internal appeal (DSA Art. 20)

You have the right to lodge an internal appeal within 6 months of notification of the measure, free of charge, via the dedicated form linked in the Statement of Reasons. The appeal is reviewed by a qualified person, not entirely by automated systems, and you are notified of a reasoned decision within a reasonable time.

15.4 Out-of-court settlement (DSA Art. 21)

If the internal decision does not satisfy you, you may refer the matter to a dispute settlement body certified by the Digital Services Coordinator of your country of residence. The Digital Services Coordinator competent for AVi Kairos Srl is ANCOM (Autoritatea Națională pentru Administrare și Reglementare în Comunicații — National Authority for Management and Regulation in Communications, Romania). The up-to-date list of certified bodies is published by the European Commission.

15.5 Effects of closure

On account closure, access to the services ceases immediately. Your personal data is handled as described in section 13 of the Privacy Notice (in particular: 30-day reversible soft delete, then anonymisation or deletion, subject to the obligations to retain accounting data for tax purposes). The remaining wallet balance is refundable under the Refund Policy.

16. Changes to these Terms

We may update these Terms over time, for example in response to new features, changes to the service model, regulatory developments, or authority decisions. When we do so:

• we update the version and date shown at the top of the document;
• if the change is material — meaning it affects fees, your obligations, the termination rules, or the limitations of liability — we give you proactive notice at least 30 days in advance, by email and via an in-app notification, in plain, clear language (DSA Art. 14);
• we retain previous versions in the change log at the end, so you can compare what has changed.

If you do not accept the material changes, you have the right to close your account before the new terms take effect, obtaining a refund of the remaining wallet balance under the Refund Policy.

17. Governing law and jurisdiction

17.1 Law governing the contract

These Terms are governed by and construed in accordance with Romanian law, subject to section 17.3 for consumers.

17.2 Jurisdiction for business relationships

For disputes arising from the performance of these Terms with merchants, City Agents, municipalities, and generally with parties not acting as consumers, the courts of Brașov, Romania have exclusive jurisdiction.

17.3 Savings for EU consumers

In practice: if you are a consumer in any EU country, you may always bring proceedings before the courts of your country. The mandatory consumer protection rules of your country apply in addition to or in place of the clauses of these Terms.

18. Contacts and points of contact

19. Change log