Public offer

1. General Provisions

1.1. This document constitutes a public offer (hereinafter — the "Offer") by PSYNEX Limited Liability Company (hereinafter — the "Provider") under Articles 633, 641 and 642 of the Civil Code of Ukraine, addressed to an unlimited circle of natural persons who, at the moment of acceptance, have reached eighteen years of age and possess full civil legal capacity (hereinafter — the "Customer").

1.2. Full details of the Provider: PSYNEX Limited Liability Company, EDRPOU code 46150138, Diia.City resident, Ukraine. Legal and actual address: 30V Fizkultury St., Kyiv, 03150. Phone: +380 44 355 15 45. Website: psynex.app. Email: hello@psynex.app.

1.3. Unconditional acceptance of this Offer, in accordance with Part 2 of Article 642 of the Civil Code of Ukraine, is the cumulative performance by the Customer of the following actions: (a) ticking the checkbox confirming review and agreement to the Offer on the order form at psynex.app; and (b) payment of the selected tariff through the WayForPay payment system. Acceptance means the conclusion of the Agreement on the terms set out herein without signing a separate document and is equivalent to a written-form contract.

1.4. By accepting the Offer, the Customer confirms that: (a) they have fully reviewed the terms of this Offer prior to payment; (b) they understand the content of each clause; (c) they voluntarily agree to all terms without any reservations; (d) they have all rights and legal capacity to conclude this Agreement; (e) they are at least 18 years old.

1.5. The Provider reserves the right to unilaterally amend this Offer. Amendments take effect upon publication on psynex.app/offer. Continued use of the Service after publication of amendments constitutes the Customer's agreement to the new version. Amendments DO NOT apply to the scope, price or term of already-paid Founding Member tariffs — their terms are fixed at the moment of acceptance and remain in force until full performance by the Provider.

1.6. The Provider undertakes to maintain an archive of all previous versions of the Offer at psynex.app/offer/archive and to provide the Customer, on request, with a copy of the version in force at the time of their acceptance.

2. Definitions

2.1. In this Offer, the terms below have the following meanings:

"Service" — the Psynex web application available at psynex.app and, in the future, the Psynex mobile applications on App Store and Google Play, providing self-exploration and behavioral-pattern analysis tools based on artificial intelligence technologies.

"Beta version" or "Web MVP" — the current web version of the Service at psynex.app, which is in testing with limited functionality. The scope of the Beta version may change without prior notice.

"Pro Plan" — the paid access tier to the Service with extended functionality, provided from the date of App Store Launch.

"Founding Member" — the status of an early supporter of the Service, acquired by the Customer before the App Store Launch date through payment of one of the tariffs set out in Section 4 of this Offer.

"App Store Launch" — the official public release date of the Psynex mobile application on App Store and/or Google Play. Target date — Q3–Q4 2026, but no later than December 31, 2026 (subject to possible extension for force-majeure events under Section 9).

"Acceptance" — the set of actions by the Customer set out in clause 1.3 of this Offer, evidencing the conclusion of the Agreement.

"WayForPay" — the payment system operated by WayForPay LLC (wayforpay.com), used by the Provider to process payments for the Service.

"Personal Data" — information about the Customer processed by the Provider in accordance with the Law of Ukraine "On Personal Data Protection" and GDPR (for Customers in the EU).

3. Subject Matter

3.1. The Provider undertakes to grant the Customer access to the Pro Plan of the Psynex Service for the term defined by the selected tariff under Section 4 of this Offer, starting from the App Store Launch date, and the Customer undertakes to pay for such access on a prepayment basis.

3.2. From the moment of payment until the App Store Launch date, the Customer receives guaranteed access to the current Beta version of the Service at psynex.app. The Customer acknowledges and agrees that: (a) the Beta version has limited functionality; (b) its scope may change; (c) the Beta version may contain technical imperfections that are resolved in the ordinary course of business.

3.3. Purchase of Founding Member status is a one-time payment (not a subscription). The Provider does not perform automatic charges on the Customer's payment instrument after the first payment. Subsequent payments are only possible at the Customer's active initiative.

3.4. If the App Store Launch does not occur by December 31, 2026 (including force-majeure extensions under Section 9), the Provider shall, within 7 calendar days after December 31, 2026, send each Founding Member Customer an email with two options: (a) full refund within 30 business days; or (b) continued wait with a new target launch date. If the Customer does not respond within 30 calendar days of sending the notice, the Provider is entitled to treat option (b) as selected and continue performance without refund.

3.5. The Provider guarantees that the scope of Pro Plan functionality delivered to the Customer at App Store Launch will be no less than the scope declared in clause 4.2 of this Offer at the moment of acceptance. If, for any reason, the scope is reduced, the Customer is entitled to a full refund of the unused amount under Section 6.

4. Services and Founding Member Tariffs

4.2. The Pro Plan as of the date of this Offer includes the following functionality:

4. Services and Founding Member Tariffs (continued)

4.3. The Provider reserves the right to set reasonable usage limits on Service resources (fair use policy) to ensure quality of service for all users. Current limits are published at psynex.app and updated no more than once per 30 calendar days. Reduction of limits for already-activated Pro Plan Founding Members is not permitted during the paid period.

4.4. All Founding Member tariffs are one-time payments. The subscription does not auto-renew after the paid period ends. After the paid Pro Plan term expires, the Customer returns to the free access tier of the Service.

4.5. The tariff price is fixed in US dollars (USD). The UAH equivalent is determined by the WayForPay payment system at its internal rate at the time the transaction is processed. The Provider is not responsible for any difference between the commercial rate and WayForPay's internal rate.

4.6. The Provider reserves the right to change tariffs and Pro Plan composition after the Founding Member campaign ends. Already-paid Founding Member tariffs retain their price, duration and scope until the Provider has fully performed its obligations — even if standard market tariffs become lower thereafter.

5. Payment Terms

5.1. Payment is made exclusively through the WayForPay payment system (wayforpay.com) using Visa and Mastercard bank cards in hryvnia or foreign currency, as supported by WayForPay.

5.2. The moment of payment is the moment of successful transaction confirmation by WayForPay. From that moment the Agreement between the Provider and the Customer is deemed concluded.

5.3. After successful payment the Customer receives: (a) transaction confirmation from WayForPay by email; (b) a welcome message from the Provider confirming Founding Member status and the chosen tariff, sent to the email provided at registration; (c) immediate activation of Founding Member status in the Service account; (d) access to the Beta version of the Service in the full available scope.

5.4. The Provider does NOT store, process or have access to the Customer's payment card data. Payment data is processed solely on the WayForPay side in accordance with PCI DSS Level 1.

5.5. All WayForPay transaction fees, if charged to the Customer, are paid by the Customer. The Provider receives the tariff amount net of payment-system fees.

6. Refund Policy

6.1. The Customer acknowledges that by paying and receiving immediate access to the Beta version of the Service, they exercise their right to immediate provision of digital services. Under clause 14 of Part 2 of Article 9 of the Law of Ukraine "On Consumer Rights Protection", the Customer knowingly agrees to the commencement of service delivery within a period shorter than 14 days, thereby limiting their right to unconditional unilateral termination of the Agreement within 14 days of its conclusion.

6.2. Until the App Store Launch date, the Customer is entitled to a full refund provided that the Customer has cumulatively NOT used the following Pro Plan functionality after payment: (a) has not created any Match request (Preview or Standard); (b) has not launched any Insight session; (c) has not completed any Explorer study in Deep mode. Use of Explorer in Scan or Quick mode, and viewing MindID, are not grounds to deny a refund.

6.3. After App Store Launch, refunds are issued pro rata for unused full months of the paid Pro Plan period. Calculation: (amount paid ÷ total tariff months) × number of full unused months from the date the request is received.

6.4. To request a refund the Customer sends a written request to hello@psynex.app with the subject "Refund request — Founding Member", providing: (a) the email used at registration and payment; (b) the WayForPay transaction number (in the payment confirmation); (c) the tariff chosen; (d) the reason for refund (optional but welcome to improve the Service).

6.5. The Provider shall review the request within 5 business days of receipt and provide the Customer with a written decision. If approved, the refund is issued to the same payment instrument used for payment, within 5–10 business days of approval.

6.6. The Provider may refuse a refund in the following cases: (a) the Customer used the Pro Plan functionality listed in clause 6.2 before the App Store Launch date; (b) the request was submitted after the Agreement term ended; (c) the Agreement was terminated early through the Customer's fault under clause 7.4; (d) the Customer provided inaccurate data at payment or refund request; (e) signs of refund-policy abuse are detected (e.g., multiple refunds by the same user through different accounts).

6.7. WayForPay fees on the original transaction and the refund transaction, if charged by the payment system, are not reimbursed by the Provider.

6.8. If a refund to the original card is technically impossible (card closed, lost, etc.), the Customer and the Provider shall agree on an alternative refund method in the ordinary course. The Provider is not obliged to refund third parties or to details other than the original ones.

7. Rights and Obligations of the Parties

7. Rights and Obligations of the Parties (continued)

7.5. If the Customer's access to the Service is terminated through the Customer's fault (breach of clause 7.2), no refund is issued for the unused period, as a sanction for breach of the Agreement.

8. Limitation of Liability

8.1. Nature of the Service. The Psynex Service is NOT a medical product, medical device, pharmaceutical product or medical-care service. The Service does NOT provide diagnoses, therapy, psychiatric, psychotherapeutic or medical services. Service materials are purely informational and advisory and do NOT replace consultation with a qualified professional (physician, psychotherapist, psychologist, lawyer, financial advisor).

8.2. Crisis situations. If signs of a psychological crisis are detected (suicidal ideation, acute anxiety, domestic violence, etc.), the Service recommends the Customer immediately contact a qualified professional or emergency psychological support service. The Provider is not liable for decisions made by the Customer based on Service materials, nor for the consequences of not seeking professional help.

8.3. AI-generated content. All Explorer results, Match reports, Insight sessions and other Service materials are generated by artificial intelligence (AI) technologies. The Customer acknowledges and agrees that: (a) AI systems may produce inaccurate, incomplete or erroneous results; (b) the Provider does NOT warrant the accuracy, completeness, timeliness or applicability of results to the Customer's specific life situations; (c) results are NOT professional advice, diagnosis or recommendation; (d) all decisions regarding their life, relationships and career the Customer makes independently and at their own risk.

8.4. Technical failures. The Provider uses reasonable efforts to ensure uninterrupted operation of the Service but does NOT guarantee: (a) 24/7 uptime; (b) absence of technical errors; (c) compatibility with all devices and software. The Provider is not liable for damages caused by technical disruptions arising from causes beyond the Provider's control (ISP actions, third-party attacks, AI-provider outages, power outages, etc.).

8.5. Aggregate liability cap. The Provider's aggregate financial liability to the Customer on any grounds (contractual, tort, warranty, etc.) is limited to the amount actually paid by the Customer for the relevant tariff under this Agreement. This cap applies to the maximum extent permitted by Ukrainian law.

8.6. Indirect damages. Under no circumstances is the Provider liable for indirect, incidental, special, punitive damages, lost profits, lost revenue, moral harm or data loss that the Customer may incur as a result of use or inability to use the Service — regardless of whether the Provider was advised of the possibility of such damages.

8.7. Third-party services. The Service may include integrations with third-party services (payment system, cloud infrastructure, AI providers, analytics). The Provider is not responsible for the operation, policies or actions of third-party services. A list of key data subprocessors is in the Privacy Policy (psynex.app/privacy).

9. Force Majeure

9.1. The Parties are released from liability for non-performance or improper performance of the Agreement if such non-performance results from force-majeure circumstances. Force-majeure events include: acts of war, armed conflict, terrorist acts, epidemics and pandemics, natural disasters (earthquakes, floods, fires, etc.), government decisions that make performance impossible, mass power and communications outages, national-level cyber threats, blocking of access to critical infrastructure.

9.2. Given the ongoing military aggression against Ukraine, the Parties recognize martial-law conditions and their consequences (mobilization, missile strikes on infrastructure, temporary occupation of territories, cyberattacks) as potential force-majeure circumstances. War-related force-majeure may be confirmed by the Ukrainian Chamber of Commerce and Industry or equivalent documents.

9.3. The affected Party shall notify the other Party in writing (email is sufficient) within 10 business days of the event. Failure to provide timely notice deprives the Party of the right to invoke force majeure as grounds for release from liability.

9.4. During force-majeure events the performance deadlines under the Agreement are extended for the duration of the event. In particular, the App Store Launch date (December 31, 2026) may be extended for the duration of the force-majeure event.

9.5. If force-majeure circumstances directly prevent the Provider from delivering the service continuously for more than 90 calendar days from the moment such obstacle arises, the Customer is entitled to demand a full refund proportional to the unused part of the Pro Plan, and the Provider is obliged to issue such refund within 30 business days.

10. Dispute Resolution

10.1. All disputes arising in connection with this Agreement shall be resolved by negotiation. To submit a claim, the Customer sends a written letter to hello@psynex.app. The Provider considers claims within 14 business days of receipt.

10.2. If no agreement is reached through negotiation, the dispute is submitted for resolution to the court at the Provider's location in accordance with the current legislation of Ukraine.

10.3. This Agreement is governed by the substantive law of Ukraine. For EU-resident Customers, the provisions of GDPR additionally apply to personal-data protection.

10.4. For Customers who are consumers within the meaning of the Law of Ukraine "On Consumer Rights Protection", clauses 10.2 and 10.3 of this Offer do not restrict the Customer's right to bring a claim at their place of residence or otherwise as provided by consumer-protection legislation.

11. Privacy and Personal Data

11.1. Processing of the Customer's personal data is carried out in accordance with the Service Privacy Policy at psynex.app/privacy, which is an integral part of this Offer.

11.2. By accepting the Offer, the Customer grants the Provider consent to process their personal data (email, name, transaction data, Service interaction data, data that the Customer voluntarily provides while using the Service) for the purposes of: (a) performing this Agreement; (b) providing access to the Service; (c) sending service-related notifications; (d) improving Service quality; (e) complying with legal requirements.

11.3. The Provider does NOT transfer the Customer's personal data to third parties, except: (a) as required by law (on request of law-enforcement authorities, courts, etc.); (b) as necessary for performance of the Agreement (WayForPay payment system, Amazon Web Services / Vercel cloud infrastructure, AI providers Anthropic, OpenAI, ElevenLabs, analytics services); (c) with the Customer's express consent. The full list of data subprocessors and processing purposes is in the Privacy Policy.

11.4. The Customer has the right at any time to: (a) receive a copy of their personal data; (b) correct inaccurate data; (c) request deletion of their data ("right to be forgotten"); (d) restrict processing; (e) withdraw consent to processing. All rights are exercised by contacting privacy@psynex.app.

11.5. The Provider applies technical and organizational measures to protect personal data, including: (a) encryption of data at rest and in transit; (b) access restrictions based on the principle of least privilege; (c) access logging; (d) regular security audits.

12. Intellectual Property

12.1. All intellectual property rights to the Psynex Service, including (but not limited to): source code, design, trademark, logos, site content, study methodology, AI models used to generate results, Match algorithms, interpretation texts and other materials — belong to the Provider or are used by the Provider on lawful grounds.

12.2. The Customer receives a NON-exclusive, non-transferable, non-assignable license for personal, non-commercial use of the Service for the term of this Agreement. No other rights to the Provider's intellectual property are transferred to the Customer.

12.3. Customer data. Personal data and content generated by the Customer while using the Service (answers to questions, dialogue texts, saved MindID patterns) belong to the Customer. The Provider receives a non-exclusive license to process such data to provide the Service, train AI models (in anonymized form) and improve service quality — in accordance with the Privacy Policy.

12.4. The Customer agrees that AI-generation results (Match reports, Insight sessions, MindID interpretations) are a joint result of Service operation and the Customer's answers and are not subject to reproduction, public distribution, sale or commercial use without the Provider's written consent.

13. Term and Miscellaneous

13.1. The Offer takes effect upon publication at psynex.app/offer and remains in force until withdrawn or replaced by a new version by the Provider.

13.2. The Agreement between the Provider and the Customer is deemed concluded upon acceptance (performance of the actions set out in clause 1.3) and remains in force until full performance by the Parties of their obligations.

13.3. This Agreement is concluded in Ukrainian. If the Provider creates versions of the Offer in other languages (English etc.), the Ukrainian version prevails in case of any discrepancies.

13.4. If any provision of this Agreement is found invalid, void or unenforceable, the remaining provisions remain in force, and the invalid provision is replaced by the closest valid provision in meaning.

13.5. Notices and communications. All notices under this Agreement are deemed duly sent if delivered: (a) by the Provider — to the Customer's email provided at registration; (b) by the Customer — to hello@psynex.app (general questions), privacy@psynex.app (privacy), or another address listed at psynex.app. The date of receipt is the date of sending + 1 business day unless proven otherwise.

13.6. Assignment. The Customer may not transfer (assign) their rights and obligations under this Agreement to third parties without the Provider's written consent. The Provider may transfer its rights and obligations to a successor in case of reorganization, merger or sale of business, with prior notice to the Customer.

13.7. Entire agreement. This Offer, together with the Privacy Policy (psynex.app/privacy) and the Terms of Use (psynex.app/terms), constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior oral and written arrangements on this matter.

14. Provider Details