Oswin AI Terms of Use and Public Offer Agreement

Version: 3.2 Effective: October 19, 2026 Contracting party: Oswin Technologies LLC, North Carolina, USA Governing law: the laws of the State of North Carolina, USA, and the U.S. Federal Arbitration Act

NOTICE. READ THIS DOCUMENT BEFORE YOU PAY. SECTION 24 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT. IT MEANS THAT DISPUTES BETWEEN YOU AND THE COMPANY ARE DECIDED BY AN ARBITRATOR, NOT BY A COURT, AND THAT YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION. SECTIONS 10–12 PROVIDE THAT PAID SERVICES ARE, AS A RULE, NON-REFUNDABLE.

Key points. This summary does not replace the full text; if they differ, the full text controls.

• Oswin AI Services are training services delivered remotely, together with the digital materials that support them. They are intended for entrepreneurs, professionals and companies, for professional purposes.
• Access opens immediately after payment. By paying, you ask us to begin the Services at once and you lose the right to withdraw from the contract that the law sometimes grants for online purchases (Section 10). If you yourself ask us to open Access later, the access period still runs from the date of payment (Section 6).
• A refund may be requested only within 7 days of payment and only while you have opened less than 20% of the Program, whichever comes first. After that, all sales are final. Dissatisfaction, lack of time, unused Access or late release of lessons are not grounds for a refund (Section 11). A reservation deposit is non-refundable (Section 9.3). An administrative fee of 30% and bank charges are deducted from any approved refund (Section 11.5).
• Courses are not lifetime. Access lasts for the term of the Package; when the term ends, access to the course closes (Section 6).
• Only what is written in this Agreement and in the Package description at the time of payment applies. Promises by sales managers, advertising or correspondence do not change these terms (Section 31.2).
• A chargeback (reversing a payment through your bank) that bypasses the procedure in Section 11 is a material breach of contract. Access is blocked and you reimburse the Company's costs (Section 12).
• Access is personal. Sharing your login, sharing Materials or recording lessons is prohibited and results in blocking without a refund and liability for damages (Sections 4 and 13).
• We do not promise income, employment or any other result (Section 19).
• Disputes are resolved by arbitration in the USA, on an individual basis, in English (Section 24).

1. Parties, Scope and Definitions

1.1. These Terms of Use and Public Offer Agreement (the "Agreement") set out the legally binding terms between Oswin Technologies LLC, a limited liability company organized under the laws of the State of North Carolina, USA (SOSID 3242785), doing business as Oswin AI and Oswin Labs (the "Company", "we", "us"), and any natural person or legal entity that accesses the Platform or uses the Services (the "User", "you").

1.2. This Agreement applies to the website https://oswin.ai, the learning platform (personal account) https://learn.oswin.ai, the live session platform https://live.oswin.ai, the support desk, the Company's Telegram bots, channels and chats, and any other websites, subdomains, applications, services, communities and communication channels that the Company uses to provide the Services, including those operating under the school's former name VADYM.AI (together, the "Platform").

1.3. In this Agreement:

1. "Services" means the Company's training services delivered remotely through the Platform: training programs, courses, mini-courses, live sessions, webinars, workshops, homework review, Q&A sessions on the Program content, curator support, community access, and any related features and materials.
2. "Program" or "Course" means any educational program of the Company, paid or free, with all its components.
3. "Package" (tier) means the version of a Program selected by the User (for example START, PRO, VIP or another) with the scope, access period and price stated on the Program page at the time of payment.
4. "Materials" means any video, audio, text, presentations, templates, prompts, automation scenarios, software code, assignments, recordings of Live Sessions and other materials that the Company makes available to the User.
5. "Account" means the User's personal account on the Company's learning platform.
6. "Access" means any technical ability to use the Services: provision of a login, password, link or invitation code, activation of an Account, unlocking of a lesson or module, an invitation to a chat, or delivery of Materials or access details to the User's email or messenger.
7. "Commencement of Services" means the moment defined in Section 10.2.
8. "Live Session" means a class, webinar, meeting or consultation held in real time, in a group or one-to-one.
9. "Community" means chats, channels, groups, forums and other spaces for communication between Users created or moderated by the Company.
10. "User Content" means any content that a User creates, uploads, submits or publishes on the Platform: homework, projects, messages, comments, reviews, questions, files, images, voice and video recordings.
11. "Free Products" means mini-courses, Live Sessions, recordings, newsletters, bots and other Services provided free of charge.
12. "Authorized Representative of the Company" means a manager or member of Oswin Technologies LLC, or a person to whom one of them has granted written authority to sign a specific document. Sales managers, curators, instructors, support staff, partners and ambassadors are not Authorized Representatives of the Company.
13. "In writing" means by a document on paper or in electronic form (including an email or a PDF); for amendments of this Agreement, exceptions to it and any waiver of the Company's rights, only by a document signed by an Authorized Representative of the Company.

1.4. "Including", "in particular" and "for example" mean "including without limitation". Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. A reference to a Section is a reference to a section of this Agreement.

2. Formation of the Contract and Acceptance

2.1. This Agreement is the Company's public offer to enter into a contract on the terms set out herein, addressed to any person who meets the requirements of Section 3.

2.2. The contract is formed, and you are deemed to have accepted this Agreement fully and unconditionally, upon the first of the following: (a) ticking a box confirming your agreement with this Agreement, or clicking a payment, registration or application button next to which a link to this Agreement is displayed; (b) payment for the Services in full or in part, by you or by any person on your behalf; (c) registration on the Platform or signing in to an Account; (d) any actual use of the Platform or the Services.

2.3. If one person pays for the Services (for example, an employer) and another person uses them, this Agreement binds both. The payer represents that it has authority to accept this Agreement on behalf of the user and is responsible for the user's compliance with it.

2.4. By accepting this Agreement, you confirm that before payment you received clear information about the content of the Services, the price, the access period, the payment terms, the refund procedure (Sections 10–12) and the dispute resolution procedure (Section 24), and that these terms are acceptable to you.

2.5. Electronic form and evidence. This Agreement is concluded electronically and has the same force as a contract signed by hand on paper. Your action under Section 2.2 is your electronic signature and your consent to conduct business electronically within the meaning of the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.), the North Carolina Uniform Electronic Transactions Act (N.C. Gen. Stat. § 66-311 et seq.), the Law of Ukraine "On Electronic Commerce" and Regulation (EU) No 910/2014 (eIDAS). The Company keeps records of acceptance of this Agreement (date, time, IP address, device, version of the Agreement, payment data) and Access logs. You agree that these records are proper and admissible evidence of the formation and performance of the contract and are presumed accurate unless you prove otherwise. You waive any objection to the validity or admissibility of this Agreement based solely on the fact that it was concluded electronically.

2.6. Each payment is governed by the version of this Agreement in effect at the time of that payment. Use of the Platform in general is governed by the current version in accordance with Section 29. The Company keeps an archive of all versions; the version kept in the Company's archive prevails over any copy kept by you or by third parties.

2.7. Acknowledgement. By accepting this Agreement, you confirm that: (a) you had sufficient time to read it before payment, to ask questions and, if you wished, to consult a lawyer; (b) you sufficiently understand the language in which you read it; (c) you understand that it limits your right to a refund, the Company's liability and the means of resolving disputes; (d) you enter into it voluntarily and not as a result of fraud, pressure or mistake.

3. Eligibility

3.1. Professional purpose. The Services are designed for entrepreneurs, self-employed persons, professionals, executives and organizations and are provided for the purposes of business or professional activity, including professional development and preparation for future professional activity. By accepting this Agreement, you represent and warrant that you acquire the Services for such purposes and not for personal, family or household purposes. The Company relies on this representation in setting prices, refund terms and the dispute resolution procedure, and has no duty to verify it. You agree not to assert the contrary to the Company's detriment unless a mandatory rule of law permits you to do so (Section 32).

3.2. Tax status. If you are registered for VAT or a similar tax, you shall provide your registration details (name, address, tax number) at the Company's request. If, because your representation under Section 3.1 or 3.2 is inaccurate, the Company becomes liable for any tax, penalty or interest, you shall indemnify the Company for them in full.

3.3. Age and capacity. Only persons who are at least 18 years old and have full legal capacity may use the Platform. If you act on behalf of an organization, you represent that you have authority to bind it to this Agreement; in that case "you" means both you personally and the organization.

3.4. Sanctions. The Services are not provided to persons subject to the restrictions described in Section 26.

3.5. Right to refuse. The Company may, in its sole discretion and without giving reasons, refuse any person a contract, registration or Access, cancel an order before Commencement of Services (refunding the payment received for it) or limit the number of places in a Program.

3.6. If, despite your representation under Section 3.1, mandatory consumer protection rules apply to you, Section 32 applies.

4. Account and Personal Access

4.1. Some Services require an Account. You shall provide accurate, complete and current information (name, email, telephone number) and keep it current. You bear the consequences of inaccurate information, including the inability to receive Access, a certificate or a response.

4.2. One User, one Account. Access is granted to a specific natural person. You may not transfer, sell, rent or share your Account, login, password, link or access code, or allow anyone to view Materials through your Account. If an organization purchased the Services for several employees, each employee receives separate Access within the number of seats paid for.

4.3. You are responsible for keeping your login credentials safe and for all actions taken through your Account, whether or not you took them personally. You must notify the Company immediately of any unauthorized access.

4.4. Access control. You agree that the Company may record and analyze sign-in and viewing data (IP addresses, devices, browsers, IP-based geolocation, time and duration of sessions, concurrent sessions), limit the number of devices or concurrent sessions (as of this version, no more than two devices at the same time), require re-verification of identity, and add visible or invisible marks identifying the User (watermarks) to the Materials.

4.5. Consequences of sharing. If the Company, on the basis of the data under Section 4.4 or other information, reasonably believes that someone other than you has used your Access, the Company may immediately, without notice, suspend or terminate Access without a refund. In addition, you shall pay the Company liquidated damages equal to the full current price of the relevant Package for each person who obtained Access without authorization. The parties agree that the damages caused by such a breach are difficult to calculate precisely and that this amount is a reasonable pre-estimate and not a penalty. This does not limit the Company's right to recover greater damages if proven.

4.6. Identity verification. Before restoring access to an Account or considering a refund request, a personal data request or a dispute, the Company may require you to verify your identity and your connection to the payment (including by an email from the Account address, an SMS code or a copy of the payment confirmation). Response periods do not begin until verification is complete.

5. Subject Matter: the Services We Provide

5.1. The Company provides the User with training services within the scope of the selected Package. The scope of the Package is determined by its description on the Program page at the time of payment or, if there is no such description, by the actual content of the Program at the time of Access.

5.2. The Services are provided by the Company or by persons it engages: instructors, experts, curators and contractors. The Company determines and may change its instructors and curators. The personal participation of Vadym Melnyk, Nazar Rakivnenko or any other specific expert in the Services is guaranteed only where expressly stated in the Package description, and even then the Company may replace the expert with an equally qualified specialist in case of illness, force majeure or other good cause.

5.3. Materials that the Company provides in the course of the Services are ancillary to the Services, are not a separate subject of the contract and have no separate price. This Agreement does not transfer or grant to the User any intellectual property rights, licenses, know-how or right to use equipment (see Section 16). Payment under this Agreement is consideration for services and not a royalty.

5.4. Changes to a Program. The Company may at any time, without prior notice, change the format, structure, order, schedule, number and length of lessons, the composition of modules, the learning tools and the platforms through which the Services are provided, and may replace Materials with updated versions, in particular because artificial intelligence tools change rapidly. Such changes do not constitute improper performance of the Services and do not entitle you to a refund.

5.5. Live Session schedule and release of lessons. Dates and times of Live Sessions are approximate. The Company may reschedule, combine or cancel Live Sessions, replacing them with recordings or other Live Sessions. A Live Session missed by the User is not repeated individually; if a recording is made, it is available during the access period. Some Programs are created and recorded in real time while a cohort is in progress, so individual lessons or modules may be released later than scheduled. Such a delay does not constitute improper performance of the Services and is not grounds for a refund, provided that the Program is published in full before the end of your access period. If the final lessons of a Program are published less than 30 days before the end of your access period, the Company extends Access to those lessons so that you have at least 30 days to view them; this is the sole consequence of the delay.

5.6. Homework review and support. If the Package includes homework review, curator responses or support, they are provided within the time frames and scope described in the Package, during the Company's business hours and subject to workload. Response times are approximate. The Company may use artificial intelligence tools to help curators review assignments and prepare responses.

5.7. The User provides, at the User's own expense, the equipment, software, internet access and paid subscriptions to third-party services required for the training (Section 18).

5.8. Automated broadcasts. Some Live Sessions, including webinars and Program presentations, may be pre-recorded and broadcast on a schedule as a real-time event. During such broadcasts the chat may display messages written by viewers of earlier showings of the same Live Session and replies prepared by the Company in advance; viewer counters, number of seats, timers and other indicators on the Live Session page are approximate and serve to present the broadcast. The Company does not guarantee that the host is personally present at the time of the broadcast or answers in the chat live. You agree that the format of a broadcast (live or recorded) does not affect the content or value of the Services and is not grounds for any claim or refund.

5.9. What constitutes the contract terms. The contract terms for a Package are only its name, content, access period and price as stated in the Package description at the time of payment. Reviews, case studies, forecasts, examples of results, statements of opinion ("the best", "complete", "from zero to results"), illustrations, counters and timers on Program pages, in advertising and during Live Sessions are promotional information and not contract terms or warranties (Sections 19.2, 31.2).

6. Access Period

6.1. The period of access to Materials, the period of curator support and the period of Community membership are stated in the Package description at the time of payment. If they are not stated, the following periods apply: START Package — 3 months of access to Materials, without curator support; PRO — 6 months of access and support; ULTIMATE and VIP — 12 months of access and support; other paid Packages — 3 months; Free Products — at the Company's discretion. Community membership, if included in the Package, lasts for the period of curator support.

6.2. The access period runs from the date of payment (for payment in installments, from the date of the first payment) or, for Programs with a cohort start, from the cohort start date if later. The period is not suspended or extended because the User did not use the Access.

6.3. Access opened at the User's request. At your request the Company may open Access later than the date of payment (for example, when you are ready to begin). This is done for your convenience and does not postpone the start of the access period: the period is still calculated under Section 6.2, and the Services are deemed to have commenced on the date of payment (Section 10.2(d)).

6.4. Delay in opening Access. If, for technical or other reasons on the Company's side, Access is opened later than it should have been, the sole consequence is an extension of the access period by the number of days of delay. The delay does not constitute non-performance of the Services and does not entitle you to a refund, compensation or any other claim against the Company.

6.5. End of Access. The Company's courses are not lifetime courses. When the access period expires, Access to the Program, its Materials, recordings, Community and support closes automatically, without separate notice. Closing Access at the end of the period is proper performance of the contract, not non-performance of the Services, and is not grounds for a refund. Materials may be downloaded "for later" only through features the Company expressly provides. Access may be extended only for a separate fee, if the Company offers an extension. If for any reason the Company did not close Access on time, it may close it at any time, and this creates no obligation to continue providing Access.

6.6. The Company does not sell lifetime access. Where advertising, a Program page or a message uses the words "unlimited access", "access forever", "lifetime access" or similar, they mean access for the period determined for the relevant Package under Section 6.1, but not less than 12 months from the date of payment.

7. Free Products

7.1. Free Products are provided "as is", in the scope and for the period the Company determines in its sole discretion, and may be changed, limited or discontinued at any time without notice.

7.2. By obtaining a Free Product (including by registering for a Live Session, mini-course or recording), you consent to being contacted in accordance with Section 27, including by calls and messages offering paid Programs.

7.3. All restrictions of this Agreement on the use of Materials, conduct and intellectual property also apply to Free Products.

8. Prices, Payment and Taxes

8.1. Prices are stated on Program pages or in the Company's individual offer, in the currency indicated there (including EUR, USD or UAH). The Company may change prices at any time; a change does not affect Packages already paid for. Promotional prices apply within the period or number of places set by the Company and do not apply retroactively.

8.2. Payment is made by the methods available on the payment page or in the invoice, including: bank card (Visa, Mastercard), Apple Pay or Google Pay through the payment services Stripe or WayForPay (the service is selected automatically depending on the country from which payment is made); payment in installments through partner banks; bank transfer against an invoice; cryptocurrency (including USDT) against an invoice. The Company may change the available payment methods without notice.

8.3. Payment agents. The Company may accept payment directly or through payment agents, payment services, affiliates or contractors acting on its behalf, including individual entrepreneurs registered in Ukraine. Payment to the account of such a person under an invoice or link issued by the Company is payment to the Company and creates a contract with the Company.

8.4. The Company does not receive or store your full bank card details: they are processed by payment services on their own secure pages, under their own terms.

8.5. Currency and fees. You pay the fees of your bank, payment service or installment service, exchange rate differences and currency conversion costs. The payment obligation is fulfilled when the full price has been received in the account of the Company (or its payment agent).

8.6. Cryptocurrency. Payment in cryptocurrency is deemed made when the full amount has been credited to the address stated in the invoice, taking network confirmations into account. You pay network fees. Funds sent to a different address, on a different network or in a different token do not constitute payment and may be irretrievably lost; the Company is not responsible for this. If a refund is due under Section 11, it is made in the same cryptocurrency, in the quantity actually received by the Company, less the network fee, regardless of any change in exchange rate.

8.7. Taxes. Prices are stated exclusive of value added tax, sales tax and similar taxes unless expressly stated otherwise. The Company is a U.S. resident, has no permanent establishment in the country of a business User and is not registered for VAT in the EU or in Ukraine. If you are registered for VAT, you shall self-assess and pay VAT under the reverse charge mechanism where the law of your country so provides.

8.8. Withholding. You shall pay the price in full, without deduction or withholding of any taxes or charges. If the law of your country requires tax to be withheld from a payment to the Company, you shall gross up the payment so that the Company receives the full price as if no withholding had been made. On request, the Company provides a certificate of U.S. tax residency (IRS Form 6166) and a beneficial ownership statement.

8.9. Invoices. At the request of a business User, the Company issues an invoice in English with the Company's details. The User shall notify the Company before payment of any invoice content requirements arising under the law of the User's country.

8.10. Late payment. Overdue amounts bear interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. You shall reimburse the Company for its reasonable costs of collection, including the fees of collection agencies and attorneys.

8.11. Set-off. The Company may set off any amount you owe it under this Agreement (including outstanding debt, damages under Section 4.5 and costs under Section 12) against any amount owed to you by the Company, including an approved refund. You may not reduce or withhold payment on account of any counterclaim against the Company.

8.12. Pricing errors. If the price, discount or content of a Package is stated on the payment page with an obvious error (a technical glitch, a missing digit, the wrong currency), the Company may, before Commencement of Services or within 7 days after it, cancel the order and refund the amount paid, or offer you the option to pay the difference.

9. Installments, Deposits and Automatic Payments

9.1. Installments through a bank. If you pay for the Services in installments through a bank or finance company, you enter into a separate credit agreement with that bank or company. The Company receives the price from the bank and is not a party to the credit agreement; your obligations to the bank do not depend on your use of the Services. A refund, if due under Section 11, is made in the manner provided by the bank.

9.2. Installments from the Company. If the Company has agreed with you directly on payment in installments: (a) the full price is your debt from the moment the contract is formed, and the schedule merely defers its payment; (b) the Company may open Access gradually, in proportion to the amount paid; (c) if any payment is more than 5 days overdue, the Company may suspend Access and accelerate the entire unpaid balance of the price, which becomes immediately due; (d) abandoning the training or not using Access does not release you from the remaining payments; (e) the unpaid balance of the price is a liquidated, undisputed debt that the Company may collect under Sections 8.10 and 24.8(b); (f) if another person makes payments on your behalf, that person and you are jointly and severally liable to the Company.

9.3. Reservation deposit. If the Company offers to reserve a place or a promotional price by a deposit (including EUR 49 or another announced amount), the deposit is a separate fee for a reservation service and not a refundable part of the price. It: (a) secures your place and price for the announced period, and this service is deemed fully performed upon payment; (b) is credited toward the price of the Package if you pay the balance within that period; (c) is non-refundable under any circumstances, including if you did not pay the balance on time, changed your mind, withdrew, did not show up, paid the balance and then received a refund under Section 11, or if the Company moved the cohort start (in which case the reservation carries over to the new start), because the Company reserved the place and price for you and declined them to others. The refund right under Section 11.2 does not apply to a reservation deposit. The reservation payment page expressly states that the deposit is non-refundable.

9.4. Automatic payments. If a Package is sold as a subscription with recurring payments, the payment page states the amount, frequency and cancellation method. The subscription renews automatically for each subsequent period and the payment is charged to your payment method until you cancel it in your Account or by email to support@oswin.ai at least 24 hours before the next charge. Cancellation takes effect at the end of the paid period; amounts for the current period are not refunded in whole or in part. If the subscription period is longer than 60 days, the Company sends a renewal reminder 15 to 45 days before renewal.

10. Immediate Commencement of Services. Waiver of the Right of Withdrawal

10.1. The Services are provided remotely in electronic form; the Materials are digital content not supplied on a tangible medium.

10.2. Commencement of Services occurs upon the first of the following: (a) Access is opened to you to the Account or to any lesson, module, Material, recording, chat or Community; (b) access details, a link or Materials are sent to your email, messenger or Account; (c) the first Live Session for which you are registered takes place; (d) payment, if Access is opened later at your request (Section 6.3). Commencement of Services does not depend on whether you actually signed in, opened, viewed or downloaded anything.

10.3. Consent to immediate commencement. By paying for the Services, you: (a) expressly request and agree that the Company begin providing the Services and supplying digital content immediately, before the expiry of any period for withdrawal from a distance contract; (b) acknowledge that you are aware that upon Commencement of Services you lose the right to withdraw from the contract with respect to digital content, and with respect to services you lose it once they have been fully performed, and that you pay a proportionate amount for services partly performed; (c) agree that your consent is recorded by the checkbox on the payment page, by the record under Section 2.5 and by the confirmation email, and that this is sufficient proof of consent. The Company sends confirmation of the contract and of this consent to your email; failure to receive the email because of a spam filter or an incorrect address does not invalidate the consent.

10.4. Extent of Services performed. The core value of a Package lies in the Materials, methods and recordings to which Access opens upon Commencement of Services. The parties therefore agree that after 7 days from the date of payment or after you have opened 20% of the Program (Section 11.2), whichever comes first, the Package is deemed received in full for the purposes of any calculation of a proportionate amount, unless a mandatory rule of law requires otherwise.

10.5. Indivisibility of a Package. A Package is a single integrated product. Use of any part of it is use of the Package; unused lessons, Live Sessions, consultations, homework reviews or remaining access time are not refunded or compensated.

11. Refunds

11.1. General rule: all sales are final. Amounts paid are non-refundable except as expressly provided in this Section or in Section 32.

11.2. The "7 days or 20%" rule. The Company voluntarily, beyond the requirements of law, allows you to request a refund for a Package if all of the following conditions are met: (a) the request is submitted under Section 11.4 no later than 7 calendar days from the date of payment (for payment in installments, from the date of the first payment); (b) at the time of the request you have opened less than 20% of the Program; (c) no individual consultation, review or session with an instructor or curator has yet been held for you under the Package and no individual materials have been provided; (d) you have not breached this Agreement, in particular Sections 4, 13 and 15.6, and have not initiated a chargeback or payment dispute regarding this payment. The refund right terminates upon the first of the following events: the expiry of 7 days, the opening of 20% of the Program or the provision of an individual service, and is not restored thereafter.

11.2.1. How the 20% is calculated. The share is the ratio of the number of lessons (videos, text lessons, Live Session recordings and modules with materials) you have opened to the total number of lessons in the Program stated in the Package description or in the Account on the date of payment. A lesson is deemed opened if you opened its page, started its video, downloaded a material or file attached to it, or attended the corresponding Live Session live. Bonus materials, templates, prompts and other downloadable files are deemed opened in full upon the first download of any of them. For Programs released gradually (Section 5.5), the 20% is calculated against the planned total number of lessons of the Program. Platform log data on your sign-ins and views is sufficient evidence.

11.2.2. The "7 days or 20%" rule does not apply to a reservation deposit (Section 9.3), to individual consultations and mentoring sold separately, to Packages purchased under promotional or individual terms where those terms expressly state that they are non-refundable, or to a repeat purchase of the same or a similar Program after a previous refund.

11.3. What is not grounds for a refund (non-exhaustive): dissatisfaction with the content, pace, format, difficulty or teaching style; lack of time, motivation or the necessary equipment; what you consider insufficient preparation; a change of plans, circumstances or financial position; failure to achieve income or another expected result; non-use of Access; problems with your equipment, internet connection or third-party services; changes to the Program under Section 5.4; rescheduling of Live Sessions and late release of lessons under Section 5.5; the broadcast format under Section 5.8; a delay in opening Access under Section 6.4; closing of Access at the end of the period under Section 6.5; blocking of Access because of your breach of this Agreement; the purchase of a Package that you believe does not suit you.

11.4. How to request a refund. A refund request may be submitted only in writing to support@oswin.ai from the email address used at payment and must contain: (a) your full name (for organizations, the name and registration number); (b) the date, amount and method of payment and a copy of the payment confirmation; (c) refund details; (d) the grounds, citing the specific provision of this Agreement. The Company may verify your identity. The burden of proving grounds for a refund is on you. Incomplete requests, late requests and requests from another address will not be considered.

11.5. Timing and method. The Company considers a properly submitted request within 14 business days. If the refund is approved, it is made by the same method as the payment within 30 days, less any payment service and bank fees that the Company cannot recover, and less an administrative fee of 30% of the refund amount. The parties agree that this fee is a reasonable pre-estimate of the costs the Company incurs for each student regardless of a refund, which cannot be calculated precisely for an individual case: acquisition (advertising, webinars), consultations and the work of sales managers, onboarding to the Account, Community and curator support, a place in the cohort that could not be sold to another person, the platform, video hosting and other services, and the processing of the payment and of the refund itself. The fee is not a penalty. Instead of a cash refund, the Company may offer a transfer to another cohort, an exchange for another Program of equal value or a credit toward future Services.

11.6. Specific guarantees. If a specific refund guarantee is expressly announced on the page of a particular Package at the time of payment, it applies only on the terms stated there, is construed literally and does not extend to other Packages or situations. Absent such an express statement, there is no refund guarantee.

11.7. A refund automatically terminates Access to the relevant Package and all related rights, including certificates and bonuses. You shall delete any downloaded Materials; the restrictions of Sections 13 and 16 continue to apply. The value of bonuses that cannot be returned (including physical goods, event tickets and access to third-party services paid for by the Company on your behalf) is deducted from the refund at the price stated in the Package description or, if none is stated, at the Company's cost.

11.8. Refund as final settlement. A refund under this Section is a full and final settlement between you and the Company with respect to the relevant Package. By accepting a refund, you confirm that you have no other monetary claims against the Company relating to that Package.

11.9. Refunds beyond the rules. The Company is not obliged to refund outside this Section even if it has previously done so for other Users: each such case is a one-time gesture of goodwill and not a practice or precedent. Any refund, discount or compensation beyond these rules is available only under a written settlement agreement signed by you and an Authorized Representative of the Company, which may include your release of all claims against the Company relating to the subject of the agreement and a confidentiality clause covering its financial terms. Such an agreement does not limit your right to post a truthful review (Section 15.4).

11.10. One refund. The right under Section 11.2 may be exercised once. After a refund, the Company may refuse you future purchases or sell them to you only on a non-refundable basis.

11.11. Who receives a refund. Refunds are made only to the payer and only by the method of payment (for payment through a payment agent, through that agent). The Company does not make refunds to the accounts or cards of third parties. Submitting a refund request and a chargeback for the same payment at the same time constitutes withdrawal of the refund request.

12. Chargebacks and Payment Disputes

12.1. You shall first contact the Company under Section 11.4 and Section 24 and only then your bank, payment service or installment provider. Initiating a chargeback, payment reversal or payment dispute without doing so is a material breach of this Agreement.

12.2. The Company regards a chargeback for Services to which you were given Access as made in bad faith. In that case the Company may: (a) contest the chargeback by providing the bank or payment service with this Agreement, the record of its acceptance, Access and viewing logs, correspondence, call recordings and any other evidence of performance of the Services; (b) immediately suspend or terminate Access to all Programs; (c) demand payment of the full disputed amount as a debt, together with reimbursement of all payment network fees and penalties, the costs of handling the dispute and an administrative fee of USD 50 per dispute; (d) refer the debt for collection; (e) refuse you future purchases.

12.3. If a bank or payment service has returned funds to you although the Services were provided, the amount returned remains your debt to the Company. Initiating a chargeback does not release you from any obligation under this Agreement.

12.4. You agree that the Company may report chargebacks and attempted fraud relating to your payments to payment services and fraud prevention services.

12.5. Billing descriptor. On your bank statement the payment may appear as "OSWIN", "OSWIN AI", "OSWIN.AI", "VADYM.AI" or under the name of the Company's payment service or payment agent (Section 8.3). You agree not to dispute a payment as unrecognized or unauthorized without first contacting support@oswin.ai.

12.6. Evidence. You agree that, for the purposes of any payment dispute, sufficient evidence of the formation of the contract and the performance of the Services consists of: the record of acceptance of this Agreement (date, time, IP address, version), the payment confirmation email, the logs of sign-ins, views and downloads in the Account, correspondence in any channel, call recordings and attendance at Live Sessions. The Company may provide this data to the bank or payment service.

12.7. If a bank or payment service has decided a dispute in the Company's favor, initiating another dispute over the same payment, including through another bank or service, is a separate material breach of this Agreement with the consequences set out in Section 12.2.

12.8. If you believe that a payment was made without your knowledge (for example, someone else used your card), you shall notify the Company and provide an explanation before contacting your bank. In that case the Company may itself refund the payment and close Access, which removes the need for a chargeback.

13. Rules of Use

13.1. You may use the Services and Materials only personally, for your own learning and for applying the knowledge gained in your own activity, during the access period.

13.2. You may not, in particular:

1. copy, download, screen-record, photograph, transcribe or otherwise reproduce lessons, Live Sessions and Materials, except through download features the Company expressly provides;
2. distribute, sell, resell, publish, transfer or disclose Materials to anyone, including through group buys, groups, torrents, cloud storage and social networks;
3. use the Materials, the structure of the Programs or the Company's methods to create or promote your own or anyone else's courses, training products, consulting or content that competes with the Company;
4. upload Materials to artificial intelligence services or other systems for the purpose of training, fine-tuning or building models, knowledge bases, bots or products, or collect data from the Platform by automated means (scraping, parsing, bots);
5. circumvent, disable or weaken technical protection measures, watermarks or access restrictions, interfere with the operation of the Platform, test it for vulnerabilities or distribute malicious software;
6. register using another person's or fictitious details, create multiple Accounts or impersonate another person;
7. solicit Users, instructors, curators or employees of the Company, or advertise your own goods and services in Communities without the Company's permission;
8. collect, use or disclose personal data of other Users obtained through the Platform or Communities;
9. use the Platform for any unlawful activity.

13.3. Confidentiality. Non-public information you obtain during the training, including Materials, methods, templates, internal processes, prices and terms of individual offers and information about other Users, is confidential. You shall not disclose it or use it other than for your own learning, during the access period and for 5 years thereafter.

13.4. This does not limit your right to apply in your work the knowledge and skills gained during the training, or your right to create your own automations, texts, code and products, provided that you do not reproduce the Materials.

13.5. Liability for breach. If you breach Section 13.2 or 13.3, the Company may immediately terminate Access without a refund, claim all damages and lost profits, claim liquidated damages under Section 4.5 (for each person who received the Materials) and seek an injunction in any court of any country. You acknowledge that such breaches cause the Company irreparable harm for which monetary damages are an inadequate remedy, and you agree that the Company may obtain such an injunction without posting a bond or other security to the fullest extent permitted by law.

13.6. Certification. Within 5 business days of the Company's written request, you shall confirm in writing that you have deleted all copies of Materials obtained other than through Platform features and state to whom you transferred them. Watermarks and Access logs under Section 4.4 are sufficient evidence that a copy originates from your Account unless you prove otherwise.

14. Communities, Live Sessions and Conduct

14.1. In Communities and Live Sessions you shall behave courteously and follow the rules set by the moderators. The following are prohibited: insults, threats, harassment, discriminatory remarks, spam, advertising, political campaigning, distribution of unlawful or adult content, discussing other Users outside the Community, and disclosing correspondence.

14.2. The Company and its moderators may, in their sole discretion, without explanation or notice, delete messages, restrict posting, remove a User from a Community or Live Session and block Access. Removal from a Community or blocking for a violation does not entitle you to a refund.

14.3. Community access is an additional feature and not a guaranteed part of the Services unless the Package description expressly states otherwise. The Company may close, merge or archive Communities, move them to other platforms, limit the period of membership and remove Users whose membership period has expired. If the Company did not remove you from a Community after your period expired, this creates no obligation to keep you there.

14.4. The Company does not verify and is not responsible for information, advice, links and offers from other Users, or for any dealings between Users. Job or project offers, if they appear in Communities, are posted by third parties; the Company is not responsible for them.

15. Recordings, Likeness, Reviews and Case Studies

15.1. Recordings. Live Sessions, group classes, consultations and telephone calls with the Company may be recorded (audio, video, chat, screen) and transcribed, including with artificial intelligence tools. By participating, you consent to such recording and processing. Messages you write in a Live Session chat may be stored and displayed in the recording and replays of that Live Session to other viewers, with your first name and the initial of your surname. If you do not want to appear in a recording, turn off your camera and microphone and do not write in the chat.

15.2. License to use. You grant the Company an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license, transferable and sublicensable, to use, reproduce, edit, abridge, translate, adapt, publish and distribute by any means and in any media, including in advertising, on websites, on social networks, in training materials and in presentations to investors or grantors: (a) recordings of Live Sessions and classes in which you participate, and your image, voice and name in them; (b) your projects, work, automations and results created in the course of the training; (c) your reviews, comments, ratings and recommendations regarding the Company or the Programs; (d) photos and videos of you taken during the training and the Company's events; (e) your first name, surname, city, profession, business name and a description of your results as part of a case study.

15.3. The Company is not required to credit you or to agree with you any particular use, edit or abridgement. You are not entitled to compensation for such use. This license survives termination of Access.

15.4. The Company does not require you to refrain from public reviews of the Company, including negative ones, and does not restrict your right to post them. You warrant that your reviews are truthful and reflect your own experience.

15.5. If you do not want your case study or review used with your name, write to support@oswin.ai; the Company will, in its discretion, anonymize it in new publications. This does not oblige the Company to remove materials already published or withdraw advertising already running.

15.6. False statements, defamation and disclosure. The right to an honest review (Section 15.4) does not cover: (a) knowingly false statements of fact about the Company, its Programs, instructors, curators or employees; (b) insults, threats and calls for harassment; (c) publication of Materials, lessons, screenshots or recordings of closed chats, Communities and Live Sessions, private correspondence with the Company, or personal data of other Users or employees, which is a breach of Section 13 and Section 14.1; (d) reviews on behalf of other persons, reviews of Programs you did not take, and mass postings organized to put pressure on the Company. The Company may: remove and hide such materials in the channels, communities and pages it controls; request their removal from the platforms on which they are posted, including under the U.S. Digital Millennium Copyright Act (DMCA) or the rules of the relevant platform; demand a retraction; bring claims in court or arbitration for protection of business reputation, damages and an injunction against further distribution; and apply the consequences set out in Section 13.5. These rights do not apply to truthful reviews or to the expression of your honest opinion about your own experience.

15.7. The Company's response. The Company may publicly respond to reviews, publications and allegations about it, stating its position and the facts, including regarding compliance with this Agreement, without disclosing your personal data beyond what you yourself made public in that publication.

15.8. Preservation of evidence. The Company may capture and keep copies of publications, messages and comments about the Company (screenshots, archived copies of pages) to protect its rights.

16. Intellectual Property

16.1. The Platform, Programs, Materials, methods, course structure, software code, design, texts, videos, the trademarks Oswin, Oswin AI, Oswin Labs and VADYM.AI and other intellectual property belong to the Company or its licensors and are protected by U.S. law and international treaties.

16.2. This Agreement does not transfer or grant to the User any copyright, industrial property rights, licenses, know-how, secret formulas or processes, or any right to use industrial, commercial or scientific equipment. The ability to view and use the Materials within the limits of Section 13 is a component of the Services, and the restrictions of Section 13 are contractual obligations of the User.

16.3. Suggestions and ideas. The Company may use any suggestions, ideas, requests and feedback you provide about the Platform or the Programs without restriction, without compensation and without obligation to you, including by incorporating them into its products.

16.4. Copyright protection (DMCA). If you believe that content on the Platform infringes your copyright, send a notice to legal@oswin.ai identifying: the copyrighted work claimed to be infringed; a link to the material in question; your contact details; a statement of your good-faith belief that the use is not authorized; a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act; and your physical or electronic signature. The Company removes content of Users who are repeat infringers and terminates their Access.

17. User Content and Homework

17.1. You retain your rights in your User Content. By submitting or publishing it, you grant the Company a worldwide, perpetual, royalty-free, non-exclusive, transferable and sublicensable license to use, reproduce, store, process, adapt, publish and distribute User Content for providing the Services, operating the Company's business, advertising (within the limits of Section 15), and for research and development of the Company's products, including learning systems and artificial intelligence systems, in de-identified or aggregated form.

17.2. You warrant that you hold all rights in your User Content, that it does not infringe the rights of third parties or the law, and that it does not contain personal data of other people or trade secrets of your employer or clients that you are not authorized to disclose. Do not upload confidential data into homework: the Company has no obligation to keep confidential any User Content submitted to Communities or for review.

17.3. The Company may, but is not obliged to, review, moderate, edit or delete any User Content without explanation. The Company is not obliged to keep User Content after Access ends. Keep your own copies.

18. Third-Party Services and Artificial Intelligence Tools

18.1. The Programs teach the use of tools provided by third-party companies (including artificial intelligence, automation, hosting, social media and advertising services). These services are not owned or controlled by the Company. You are responsible, at your own expense, for subscriptions to them, their limits, usage charges and compliance with their terms.

18.2. Third-party services may change their features, prices, interfaces and terms, restrict access in certain countries or shut down. The Company is not responsible for such changes and is not obliged to compensate their consequences; the Materials may not match the current version of a third-party service.

18.3. Output of artificial intelligence models may be inaccurate, incomplete, biased or infringing. You are solely responsible for verifying each output before use and for any decision made on the basis of it.

18.4. You deploy automations, bots, agents, software code and other solutions that you create during or after the training at your own risk. You are solely responsible for ensuring their compliance with the law, including data protection, advertising, messaging and web scraping rules and the terms of use of third-party platforms, and for their consequences, including account suspensions, data loss, third-party service charges and third-party claims.

18.5. The Services are of a general educational nature. Nothing in the Materials or in the responses of instructors, curators or managers constitutes legal, tax, financial, investment, medical or other professional advice regarding your specific situation.

19. No Guarantee of Results. Certificates

19.1. The Company does not guarantee that you will obtain any income, profit, clients, employment, promotion, time savings or any other financial or non-financial result. Your results depend on your effort, knowledge, skills, time, resources, the market and other circumstances beyond the Company's control.

19.2. Case studies, testimonials, income figures and results of other students, instructors or the founder shown on the Platform or in advertising are examples of individual people and are not typical or expected results. Most participants in any training do not achieve such results.

19.3. The Company is not a state-licensed or accredited educational institution. Certificates, diplomas and other documents issued by the Company confirm only completion of a Program, are not state-recognized educational credentials, do not confer any qualification, and may be issued on conditions set by the Company (including completion of homework). Each certificate has a public verification page showing your name as you entered it, the name of the Program and the date; by requesting a certificate, you consent to the publication of that page.

19.4. Failure to achieve an expected result is not a defect in the Services and is not grounds for a refund or any claim.

19.5. Your own decision. You confirm that before payment you had the opportunity to ask any questions about the Program, receive answers and review the Company's free materials; that you made the purchase decision independently, based on your own assessment; and that the price of the Package is affordable for you and its loss would not cause you financial hardship. The Company is not responsible for your financial decisions made under the influence of the training, including loans, leaving employment, investments or spending on third-party services.

20. Disclaimer of Warranties

20.1. THE SERVICES, THE PLATFORM AND THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

20.2. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE PLATFORM WILL OPERATE UNINTERRUPTED, TIMELY, SECURELY OR ERROR-FREE; THAT THE MATERIALS ARE ACCURATE, COMPLETE OR CURRENT; THAT ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

20.3. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM THE COMPANY, ITS INSTRUCTORS, CURATORS OR MANAGERS, ORALLY OR IN WRITING, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

21. Limitation of Liability

21.1. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OWNERS, OFFICERS, EMPLOYEES, INSTRUCTORS, CURATORS, CONTRACTORS, AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, GOODWILL OR OPPORTUNITY, COSTS OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR LOSSES ARISING FROM THE USE OF THIRD-PARTY SERVICES OR ARTIFICIAL INTELLIGENCE OUTPUT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT, THE PLATFORM OR THE SERVICES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO THE COMPANY FOR THE PACKAGE TO WHICH THE CLAIM RELATES DURING THE 6 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, LESS ANY AMOUNTS ALREADY REFUNDED. FOR FREE PRODUCTS, THE COMPANY'S LIABILITY SHALL NOT EXCEED USD 50.

21.3. The limitations in this Section are an essential basis of the bargain: without them the Company could not provide the Services at the prices set. They apply even if any limited remedy fails of its essential purpose.

21.4. The Company is not responsible for the acts or omissions of other Users, third-party services (Section 18), banks, payment services and payment agents to the extent beyond the Company's control, or for the loss of User Content or data that you did not back up yourself.

21.5. No personal liability. The contract under this Agreement is concluded with the Company only. The owners, members, managers, officers, employees, instructors, curators and contractors of the Company (including Vadym Melnyk) are not parties to the contract and have no personal liability to you for the Company's obligations. You agree to bring any claim relating to the Services against the Company only. This provision does not limit liability for intentional wrongdoing where such liability cannot be limited by law (Section 32.1).

21.6. You shall notify the Company in writing of any deficiency in the Services within 14 days after you became aware or should have become aware of it, so that the Company can remedy it. If you fail to do so, the Services in that respect are deemed accepted without objection.

22. Indemnification

22.1. You shall defend, indemnify and hold harmless the Company and its owners, officers, employees, instructors, curators, contractors and affiliates from and against any claims, actions, demands, damages, fines, losses and expenses (including reasonable attorneys' and accountants' fees) arising out of or relating to: (a) your use of the Platform or the Services; (b) your breach of this Agreement or the law; (c) your User Content; (d) your infringement of third-party rights, including intellectual property or privacy rights; (e) automations, bots, code and other solutions you created or deployed; (f) any inaccuracy of your representations under Section 3.

22.2. The Company may, at your expense, assume the defense and control of any matter for which you must indemnify it. You shall cooperate with the Company and shall not settle any such matter without its written consent.

23. Suspension and Termination

23.1. You may stop using the Services at any time and ask for your Account to be deleted by writing to support@oswin.ai. This does not entitle you to a refund beyond the limits of Section 11.

23.2. The Company may, immediately, without notice and without liability, suspend or terminate your Access in whole or in part if: (a) you have breached this Agreement or the Community rules; (b) you have initiated a chargeback or are late with a payment; (c) this is required by law, a court, a government authority, a bank or a payment service; (d) your actions create legal, financial, reputational or security risk for the Company, other Users or third parties; (e) you behave abusively or threateningly toward employees, instructors, curators or other Users; (f) you have provided inaccurate information, including representations under Section 3 or 26; (g) you have engaged in conduct described in Section 15.6(a)–(d); (h) you abuse the refund rules, promo codes or the referral program.

23.3. If Access is terminated for the reasons in Section 23.2(a)–(b) or (d)–(h), amounts paid are non-refundable and your monetary obligations to the Company remain. The Company may also refuse to allow you to register new Accounts or make future purchases, and may close Accounts created to circumvent a block without a refund.

23.4. The Company may discontinue any Program or the Platform as a whole. If the Company discontinues a paid Program before the end of your paid access period for reasons other than those in Section 23.2, the Company will, at its option: give you access to an equivalent Program; or enable you to download the recordings and core Materials of the Program; or refund the portion of the price attributable to curator support and Live Sessions in proportion to the unused access period. Materials and recordings to which you have already received Access are deemed provided (Section 10.4).

23.5. Upon termination of Access or of the contract for any reason, including a refund, Section 4.5, Sections 8, 9, 11–13, 15–17, 19–28 and 31–34, and any other provisions that by their nature are intended to survive, survive termination.

24. Dispute Resolution: Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

24.1. Mandatory pre-dispute resolution. Before commencing arbitration or going to court, the party with a claim shall send the other party a written notice of dispute: to the Company at legal@oswin.ai, to you at your Account email address. The notice must include your name, contact details, the email address used for payment, a description of the dispute, the amount claimed and the relief sought, and must be personally signed by you (not only by your representative). For 60 days after receipt of the notice the parties shall attempt in good faith to resolve the dispute, including at an individual video meeting at the request of either party. Limitation periods are tolled during this period. Any arbitration or lawsuit filed without complying with this Section shall be dismissed. Offers and statements made by the parties during these negotiations are confidential, are made without admission of liability and may not be used as evidence in any proceeding except a dispute over enforcement of a settlement reached.

24.2. Agreement to arbitrate. Any dispute, claim or controversy arising out of or relating to this Agreement, the Platform, the Services, the Company's advertising or any interaction between you and the Company, including questions of the formation, validity, interpretation, performance, breach and termination of this Agreement and questions of arbitrability (except as provided in Section 24.6), shall be finally resolved by binding individual arbitration and not in court. This arbitration agreement is governed by the U.S. Federal Arbitration Act, 9 U.S.C. § 1 et seq.

24.3. Rules and seat. The arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or, if you are located outside the United States, by its International Centre for Dispute Resolution (ICDR) under its International Arbitration Rules, in each case as in effect on the date the claim is filed. If the AAA determines that its Consumer Arbitration Rules must apply to the dispute, those rules apply. The dispute shall be heard by a single arbitrator. The seat of arbitration is Durham, North Carolina, USA. The language of the arbitration is English; documents in other languages must be submitted with a translation at the expense of the submitting party. If the total amount claimed does not exceed USD 25,000, the arbitration shall be conducted on documents only unless the arbitrator decides otherwise; any hearings required shall be held remotely.

24.4. Costs. Arbitration fees and the arbitrator's compensation are allocated in accordance with the applicable AAA/ICDR rules. Each party bears its own attorneys' fees unless the arbitrator, in accordance with law or this Agreement, awards them to the other party. If the arbitrator finds that your claim is frivolous or brought for an improper purpose, the arbitrator shall award all of the Company's costs against you to the extent permitted by the applicable rules and law. In disputes over collection of debt, over a chargeback under Section 12 and over breach of Sections 4, 13, 15.6 or 16, the prevailing party is entitled to recover its reasonable attorneys' fees to the extent permitted by law (including N.C. Gen. Stat. § 6-21.6). This provision is reciprocal.

24.5. CLASS ACTION WAIVER. YOU AND THE COMPANY MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE OR CONSOLIDATED PROCEEDING. The arbitrator may not consolidate the claims of more than one person or preside over any form of class proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

24.6. Questions of the validity and enforceability of Section 24.5 shall be decided only by a court identified in Section 25.2, not by the arbitrator. If Section 24.5 is found unenforceable with respect to a particular claim, that claim (and only that claim) shall be heard in a court identified in Section 25.2 after the arbitration of the remaining claims is completed, and not in class arbitration.

24.7. Mass filings. If 25 or more similar claims are filed against the Company by the same or coordinated counsel, they shall be filed and heard sequentially in batches of up to 25 claims; the next batch may be filed only after the previous batch is completed. Limitation periods for claims awaiting their turn are tolled. No arbitration fees accrue for claims awaiting their turn.

24.8. Exceptions. Notwithstanding Section 24.2: (a) either party may bring an individual claim in the small claims court of Durham County, North Carolina, if the claim is within its jurisdiction; (b) the Company may apply to any competent court of any country for an injunction or other urgent relief for infringement of its intellectual property rights or breach of Section 13 or Section 4.2, and for collection of an undisputed debt.

24.9. Time limit for claims. To the fullest extent permitted by applicable law, any claim you have relating to this Agreement or the Services must be asserted under Section 24.1 within one year after you knew or should have known of its basis; otherwise it is deemed waived.

24.10. Changes to this Section. If the Company amends this Section, the amendments do not apply to disputes of which one party notified the other under Section 24.1 before the amendments took effect.

25. Governing Law and Jurisdiction

25.1. This Agreement and all disputes relating to it are governed by the laws of the State of North Carolina, USA, and U.S. federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.2. For any disputes that under Section 24 are not subject to arbitration or are heard by a court, the parties submit to the exclusive jurisdiction of the state courts of North Carolina sitting in Durham County or the United States District Court for the Middle District of North Carolina, and waive any objection to venue or based on inconvenient forum. This does not limit the Company's rights under Section 24.8(b).

25.3. Enforcement of awards. The arbitrator's award is final and binding on the parties and may be recognized and enforced by any competent court, including in the country where you reside, under the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), to which the United States, Ukraine and all EU member states are parties.

25.4. If, despite Section 24 and Section 25.2, you bring proceedings in a court of another country, the Company may invoke the arbitration agreement, and you shall reimburse the Company's reasonable costs relating to such proceedings to the extent permitted by law.

26. Sanctions and Export Controls

26.1. You represent and warrant that: (a) you are not located in, ordinarily resident in, or a national or resident of any country or territory subject to comprehensive U.S. sanctions (as of this version, Cuba, Iran, North Korea, Crimea, the so-called "DNR" and "LNR" and other territories designated by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC)); (b) you are not included on any sanctions list of the United States, the EU, the United Kingdom, the United Nations or Ukraine, and are not owned or controlled by any such person; (c) you will not use the Services for the benefit of any such person or territory.

26.2. The Company may, in its sole discretion, decline to provide the Services to persons located in the Russian Federation, the Republic of Belarus or the temporarily occupied territories of Ukraine, and may block Access from those countries and territories.

26.3. If the Company determines that your representation under Section 26.1 is inaccurate, or if providing the Services to you becomes unlawful, the Company will immediately terminate Access. Funds whose return is prohibited by sanctions law will not be returned; otherwise the Company will handle any refund in accordance with the law.

26.4. You agree to comply with U.S. export control laws and not to use the Services or Materials in violation of such restrictions.

26.5. The Company, its payment agents and banks may require documents confirming your identity, country of residence and source of funds, and may suspend Access or the processing of a refund until they are provided. You shall indemnify the Company for fines and losses caused by any inaccuracy of your representations under this Section.

27. Electronic Communications and Consent to Contact

27.1. You agree to receive all notices, documents, confirmations, invoices and amendments to this Agreement from the Company electronically, by email, in your Account, on the Platform or in messengers. Such communications satisfy any legal requirement that a communication be in writing.

27.2. By submitting an application, registering or paying for the Services and providing your telephone number and email address, you expressly consent to the Company and persons acting on its behalf contacting you by telephone, including by means of automatic telephone dialing systems, prerecorded voice messages and artificial or AI-generated voice, by SMS, by email, and through Telegram, WhatsApp, Viber and other messengers, regarding your application, training and payments, and with marketing offers. This consent is not a condition of purchase. You may revoke your consent to marketing communications at any time by replying STOP, clicking "unsubscribe" or writing to support@oswin.ai. Service communications relating to paid training continue while your Access is active.

27.3. You are responsible for your carrier's standard charges for calls, SMS and mobile data.

27.4. You warrant that the telephone number you provide belongs to you or that you are authorized to use it, and that you will notify the Company if you stop using it. You shall indemnify the Company for losses and costs relating to claims by the person to whom the number you provided actually belongs. Revocation of consent must be made by one of the methods set out in Section 27.2 so that the Company can act on it.

27.5. Consent to recording. You agree that any conversation with the Company (by telephone, video or messenger) may be recorded and transcribed (Section 15.1), and that this consent applies to all participants on your side of the conversation. If other persons join the conversation on your side, you must inform them of the recording. The Company may announce recording at the start of a conversation, but the absence of such an announcement does not invalidate this consent.

28. Privacy

28.1. The Company processes your personal data as described in the Privacy Policy published at https://oswin.ai/privacy. By accepting this Agreement, you confirm that you have read the Privacy Policy and you give the consents described in it. The Privacy Policy is a notice about data processing and not a contractual obligation of the Company.

28.2. If during the access period you demand deletion of data without which the Services cannot be provided (including Account data and Access logs), object to or demand restriction of such processing, or withdraw consent to it, this is treated as your withdrawal from the Services under Section 23.1, without a refund beyond the limits of Section 11. Data the Company needs for evidence, record-keeping and protection of its rights is retained in accordance with the Privacy Policy.

29. Changes to the Services and the Agreement

29.1. The Company may at any time modify, suspend or discontinue the Platform, the Services or any part of them, subject to Section 23.4.

29.2. The Company may amend this Agreement by publishing a new version on the Platform stating its effective date. The Company additionally notifies Users with active Access of material changes by email or in the Account. A new version takes effect on the date stated in it, but not before its publication. Continued use of the Platform or the Services after that date constitutes your acceptance of the new version. If you do not agree, stop using them; this does not entitle you to a refund beyond the limits of Section 11.

29.3. Changes to the price, the scope of a paid Package and the access period do not apply to Packages already paid for to the User's detriment, unless otherwise provided in Section 5.4.

30. Force Majeure

30.1. The Company is not liable for failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including: hostilities, air raid alerts, missile attacks, power or internet outages, natural disasters, epidemics, acts of government, sanctions, blocking of platforms and messengers (including Telegram, YouTube and Meta) in certain countries, failures, restrictions or shutdowns of hosting providers, payment systems, video providers, artificial intelligence services and other third-party services, cyberattacks, and illness or unavailability of instructors.

30.2. While such circumstances continue, the time for performance of the Company's obligations is extended. The Company may replace Live Sessions with recordings or reschedule them. Force majeure does not release the User from payment obligations.

30.3. If such circumstances continue for more than 90 consecutive days and make it impossible to provide a Program, the Company may discontinue that Program with the consequences set out in Section 23.4. Publicly available information about the relevant event (including reports of air raid alerts, outages or service failures) is sufficient proof of force majeure; no certificate of a chamber of commerce is required.

31. General Provisions

31.1. Entire agreement. This Agreement, together with the Privacy Policy, the description of the paid Package at the time of payment and any written individual terms signed by an Authorized Representative of the Company, constitutes the entire agreement of the parties and supersedes all prior understandings on its subject matter. In case of conflict, the following order of precedence applies: (1) written individual terms signed by an Authorized Representative of the Company; (2) this Agreement; (3) the Package description.

31.2. Precedence over any promises; non-reliance. This Agreement prevails over any other statements, promises or assurances about the Services, in whatever form made: orally, on a call, in an email, in a messenger, in a chat, in advertising, at a webinar, in a presentation, on a Program page or on social media. You confirm that in entering into the contract you did not rely on any statement not expressly included in the documents listed in Section 31.1, in particular on promises by sales managers, curators, instructors, partners or ambassadors regarding results, income, employment, access periods, refunds, discounts or additional bonuses. Sales managers, curators, instructors and partners are not authorized to amend this Agreement, extend access periods, promise refunds or give additional warranties. Any exception to this Agreement is effective only if made as written individual terms signed by an Authorized Representative of the Company (Section 31.1(1)); a manager's correspondence is not such a document.

31.3. Assignment. You may not assign your rights or obligations under this Agreement without the Company's written consent. The Company may freely assign this Agreement or any rights under it, in whole or in part, to any person, including an affiliate or a successor in connection with a reorganization, rebranding or sale of the business or assets.

31.4. Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible: the court or arbitrator shall modify it to the minimum extent necessary to make it enforceable and as close as possible to the original intent of the parties. The remainder of this Agreement remains in effect. Invalidity of a provision with respect to one User or one country does not affect its validity with respect to others. The provisions on arbitration and the class action waiver are construed subject to Section 24.6.

31.5. No waiver. No failure or delay by the Company in exercising any right is a waiver of it. A waiver is effective only if in writing and signed by an Authorized Representative of the Company.

31.6. Independent parties. This Agreement does not create any partnership, joint venture, agency, employment or fiduciary relationship. This Agreement creates no rights for third parties, except for the persons protected by Sections 21 and 22.

31.7. Construction. No provision shall be construed against the Company because it drafted this document.

31.8. Partner and referral programs. Participation in the Company's partner program is governed by separate written terms. Rewards for referring other Users (the referral program), if announced, are granted only on the terms published by the Company at the time of accrual; the Company may change or cancel such terms and may withhold rewards for referrals it considers made in bad faith (including self-referrals or referrals through advertising using the Company's brands). No reward is deemed promised before the terms are announced.

31.9. Cumulative remedies. The Company's rights and remedies under this Agreement are cumulative: the exercise of one does not preclude any other provided by this Agreement or by law.

31.10. The Company's records. The Company's records of payments, Access, views, correspondence and calls are presumed accurate unless you prove otherwise and may be used in any proceeding.

31.11. Unproven promises. You may not rely on any promise or arrangement allegedly made to you by any person on behalf of the Company unless you can produce a written record of it that satisfies Section 31.2.

32. Mandatory Law

32.1. Nothing in this Agreement limits or excludes any right that, under the mandatory law applicable to you, cannot be waived by contract, or limits any liability that cannot be limited by law (including for intentional acts or for death or personal injury).

32.2. If, despite your representation under Section 3.1, you are held to be a consumer and the mandatory law of your country of habitual residence grants you certain rights, including a right of withdrawal, a right to sue in the courts of your place of residence or the application of consumer protection law, such rights apply only to the minimum mandatory extent and only insofar as they conflict with this Agreement. The remainder of this Agreement remains in effect.

32.3. Where the law grants a right of withdrawal. If a mandatory rule grants you a right to withdraw from the contract notwithstanding Section 10, you shall pay the Company an amount proportionate to the Services provided until the moment you informed the Company of your withdrawal. The parties agree that for this calculation the Services provided are measured by the share of the Program to which Access was opened to you (and not the share you actually viewed), taking Section 10.4 into account, plus the value of individual services already provided and of the reservation (Section 9.3). Bank fees and refund costs are in that case allocated as that rule of law provides.

32.4. If a mandatory rule entitles you to sue in the courts of your country of residence, the Company may also bring any claim against you in those courts, including for collection of a debt.

32.5. You agree that invoking consumer status contrary to your representation under Section 3.1 does not release you from liability for the inaccuracy of that representation (Section 3.2).

33. Language

33.1. This Agreement is made in English and Ukrainian. Translations into other languages are provided for convenience. In case of any discrepancy between the texts, the English version prevails. You confirm that you had access to the English version before payment and that the language in which you read this Agreement is understandable to you. A claim that you did not understand the language is not grounds for invalidating this Agreement or any of its provisions.

34. Contacts and Notices

34.1. Oswin Technologies LLC Address: 212 W Main St, Suite 309, Durham, NC 27701, USA Support, refunds, subscription cancellations: support@oswin.ai Legal notices, disputes, copyright: legal@oswin.ai Personal data: privacy@oswin.ai

34.2. Legal notices to the Company (including a notice of dispute under Section 24.1) are deemed received only if sent to legal@oswin.ai and the Company has acknowledged receipt by reply, or if delivered by courier to the address in Section 34.1. Notices to you are deemed received on the day they are sent to your Account email address or posted in your Account.

Acknowledgement

BY PAYING FOR THE SERVICES, REGISTERING, SUBMITTING AN APPLICATION OR USING THE PLATFORM IN ANY OTHER WAY, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, INCLUDING SECTION 3 (PROFESSIONAL PURPOSE), SECTIONS 10–12 (WAIVER OF THE RIGHT TO A REFUND, ADMINISTRATIVE FEE, CHARGEBACKS), SECTION 21 (LIMITATION OF LIABILITY) AND SECTION 24 (ARBITRATION AND CLASS ACTION WAIVER), THAT YOU HAD THE OPPORTUNITY TO ASK QUESTIONS AND TO CONSULT A LAWYER BEFORE PAYMENT, AND THAT YOU AGREE TO BE BOUND BY IT.