Tafawwaq

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Tafawwaq Inc. – Waiver, Release & Indemnification Agreement

Last Updated: September 30, 2025

This Waiver, Release & Indemnification Agreement (“Agreement”) is entered into by and between Tafawwaq Inc., a corporation organized under the laws of the State of Delaware, United States (“Tafawwaq,” “we,” “us,” or “our”).

This Agreement governs your access to and use of the Tafawwaq website, including any content, functionality, and services offered on or through www.tafawwaq.com (the “Website” or the “Platform”), whether as a guest, a registered student, or an educator (“User”, “Student”, “Educator”).

By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement, together with our Terms of Use, Privacy Policy, Independent Educator Agreement and any other policies, guidelines, or agreements expressly incorporated by reference. If you do not agree, you must not access or use the Website.

1. Assumption of Risk & Release

1.1 The Platform is a neutral marketplace connecting Educators and Students. Tafawwaq is not the provider, guarantor, or controller of educational content, results, or outcomes.

1.2 The User acknowledges and accepts the inherent risks of online and cross-border education, including, but not limited to, system failures, connectivity issues, miscommunication, data breaches, challenges of jurisdictional enforcement, and variable educational outcomes.

1.3 To the maximum extent permitted by applicable law, the User releases, waives, and discharges Tafawwaq, including its affiliates, officers, directors, agents, contractors, employees, and successors, from any and all claims, liabilities, damages, losses, or expenses whether direct or indirect and arising out of or in connection with the Platform usage, tutoring/educator sessions, content, or any associated activity except where expressly preserved under this Agreement or Tafawwaq’s Cancellation and Refund Policy.

2. Intellectual Property (IP) Content & Licensing

2.1 Ownership & License Grant

(a) All content and materials, whether user-generated or otherwise, including lessons, recordings, slides, assessments, code, software, and tools (“Educator Content” or “Platform Content”), remain the property of their respective owners.

(b) By uploading, submitting, or sharing content on the Platform, the User grants Tafawwaq a non-exclusive, worldwide, royalty-free, sublicensable license to host, display, store, reproduce, transmit, modify, and distribute such Educator Content for the purpose of delivering services, including cross-border provision.

(c) Educators represent and warrant that they possess all rights, licenses, and permissions necessary to grant this license and that their content does not infringe third-party rights or violate confidentiality or privacy obligations.

2.2 Restrictions & Prohibited Use

Users shall not upload, distribute, or make available any content that:

(a) infringes or violates third-party IP rights (copyright, trademark, patent, trade secret, moral rights);

(b) is defamatory, unlawful, obscene, or violates privacy or publicity rights;

(c) contains unlicensed third-party materials (e.g., copyrighted textbooks) unless properly licensed, attributed, or used under valid exceptions such as fair use or local law.

2.3 Moral Rights / Attribution / Feedback

(a) To the fullest extent permitted by law, Users waive, to the extent permitted by law, any moral rights in their content vis-à-vis Tafawwaq and Users.

(b) Educators agree to provide attribution when reasonably requested.

(c) Feedback, suggestions, or improvements provided by Users may be used by Tafawwaq under a perpetual, royalty-free license, without obligation or restriction.

2.4 Platform Rights

Tafawwaq may, in its discretion, remove, block, or suspend access to content alleged to infringe rights or violate applicable law (including DMCA takedowns or local equivalents). Upon termination or deactivation of the User’s access, the license granted to Tafawwaq continues only to the extent needed for existing Students or archival purposes. Users must cease distribution or use of Platform Content beyond permitted uses.

3. Representations, Warranties & Compliance

3.1

Each User registered as Educator represents, warrants, and covenants that:

(a) They have full legal capacity and authority to accept this Agreement;

(b) Any content they provide is original or properly licensed and does not infringe third-party rights or violate law;

(c) They will comply with all applicable local, national, and international laws, including educational licensing, VAT/GST, tax registration, consumer protection, data protection such as GDPR, UAE PDPL, and foreign exchange rules;

(d) Educators teaching UAE-based students will maintain valid MOHRE Private Educator Permits and, where required, KHDA/ADEK licenses, and promptly inform Tafawwaq of any suspension, expiration, or revocation.

3.2 Disclaimer of Warranties

Except as expressly stated herein, the Platform and all content and services are provided “AS IS” and “AS AVAILABLE,” without any warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation without prejudice to statutory warranties that cannot be excluded.

4. Indemnification & Defense

4.1 General Indemnity

To the fullest extent permitted by law, the User shall defend at their own cost, indemnify, and hold harmless Tafawwaq, its affiliates, officers, directors, employees, agents, successors, and assigns indemnitees from and against any and all claims, demands, lawsuits, liabilities, losses, damages, costs, and expenses including reasonable attorneys’ fees, court costs and losses arising out of or relating to:

a) the User’s breach of this Agreement, the Terms of Use, Privacy Policy, or the Independent Educator Agreement;

b) Infringement of third-party IP rights by the User’s content;

c) Failure to maintain required permits, licenses, or regulatory compliance;

d) Misuse of the Platform beyond permitted purposes;

e) Violation of applicable laws including data protection, tax, consumer protection, export, sanctions;

f) Personal injury, death, or property damage in connection with in-person or hybrid tutoring sessions;

g) User misconduct, negligence, or fraud.

4.2 Intellectual Property Infringement Indemnity

Educators specifically indemnify Tafawwaq for any claim that content they provide infringes third-party IP rights.

4.3 Exclusions & Carve-Outs

(a) Indemnity obligations do not apply where claims arise solely from Tafawwaq’s gross negligence or willful misconduct.

(b) General indemnity may be subject to a liability cap equivalent to the total fees paid by the User in the preceding 12 months, but no cap applies to IP infringement or willful misconduct obligations.

5. Limitation of Liability

(a) Except for liability arising from IP infringement, fraud, gross negligence, or willful misconduct which remain uncapped, Tafawwaq’s liability shall be limited to direct damages and shall not exceed the greater of USD $500 or the total fees paid by the User in the preceding 12 months.

(b) Tafawwaq shall not be liable for indirect, incidental, punitive, or consequential damages including lost profits, data, or goodwill, subject to mandatory applicable law.

6. Global VAT & Tax Compliance

(a) Users acknowledge Tafawwaq may be required to register, collect, and remit VAT/GST in jurisdictions where services are consumed such as UAE, EU, UK and Australia. Tax non-compliance remains the User’s responsibility.

(b) Educators remain solely responsible for self-assessing and reporting taxes in their own jurisdictions.

(c) Educators receiving payments from the Platform shall be required to provide IRS W-9/W-8BEN forms otherwise which withholding of taxes applies in line with U.S. Internal Revenue Service (IRS) rules.

7. Consumer Protection & Advertising Compliance

(a) Users agree all advertising, listings, and representations must be truthful, transparent, and not misleading.

(b) Tafawwaq complies with UAE Consumer Protection Law (Federal Law No. 15 of 2020), U.S. FTC guidelines, and global equivalents.

(d) Educators are solely responsible for the accuracy of course descriptions, pricing, and advertising claims.

8. AI Tools & Content Indemnification

Educators acknowledge that if they use artificial intelligence (AI) tools to generate or assist in lesson content:

(a) They remain fully responsible for ensuring AI-generated content is accurate, lawful, original, and appropriate.

(b) Tafawwaq disclaims liability for errors, bias, or unlawful content generated by AI.

(d) Educators indemnify Tafawwaq from any claims that AI-generated content:

i) infringes third-party IP or privacy rights,

ii) is false, misleading, discriminatory, defamatory, or unlawful, or

iii) violates educational codes of conduct or consumer protection standards.

(e) Educators remain solely responsible for ensuring compliance with local laws when using AI tools.

(f) This AI indemnity survives termination or expiration of this Agreement.

9. Survival & Termination

(a) Provisions regarding IP rights, warranties, indemnification, VAT/tax compliance, consumer protection, AI content, limitation of liability, and dispute resolution survive termination or expiration of this Agreement.

(b) Termination does not relieve Users of obligations accrued prior to termination.

10. Governing Law & Dispute Resolution

10.1 Governing Law

This Agreement is drafted in English and shall prevail over any translations. All payment-related obligations, including Educator tax filings, are governed by Delaware law, regardless of the Educator’s residence.

For Users residing in the United Arab Emirates, this Agreement is governed exclusively by UAE law, subject to UAE Consumer Protection Authority jurisdiction. For all other Users, including Educators and international Students, this Agreement shall be governed by the laws of the State of Delaware, USA, without regard to conflict of law principles, except where mandatory consumer protection laws apply.

10.2 Limitation of Legal Claims

By using the Platform, you agree that any claim, action, or proceeding of any kind—whether civil, commercial, or administrative—may only be brought against Tafawwaq as a corporate entity. You agree to waive any right to pursue claims against Tafawwaq’s founders, shareholders, directors, officers, employees, or affiliates in their personal capacity.

10.3 Informal Dispute Resolution

Before initiating arbitration, you agree to attempt to resolve any dispute informally by contacting support@tafawwaq.com. Tafawwaq will attempt in good faith to resolve such matter within thirty (30) days of receiving the grievance.

10.4 Binding Arbitration

If a dispute is not resolved informally, it shall be submitted exclusively to final and binding arbitration administered by the Dubai International Arbitration Centre (“DIAC”) in accordance with the DIAC Arbitration Rules in effect at the time the arbitration is initiated. The arbitration shall be conducted before a single, neutral arbitrator seated in Dubai, United Arab Emirates, unless otherwise agreed in writing. Substantive rights are however governed by Delaware law except for UAE Users, where UAE law applies. Arbitration procedure shall be governed by the DIAC Rules and UAE federal law. Tafawwaq may, at its sole discretion, agree to resolve disputes in the Student’s or Educator’s jurisdiction if required by mandatory consumer protection laws.

(a) Waiver of Court Proceedings: You and Tafawwaq expressly waive all rights to litigate or seek relief in any court, including the right to trial by judge or jury. Arbitration shall be the sole and exclusive method of resolving disputes, except where such waiver is prohibited by applicable law.

(b) Individual Claims Only: All disputes must be brought on an individual basis. Class actions, joint claims, or consolidated proceedings are expressly prohibited.

(c) Fees and Costs: Arbitration fees shall be allocated in accordance with the DIAC Rules. Each party shall bear its own legal costs unless the arbitrator orders otherwise.

(d) Arbitrator’s Authority: The arbitrator shall have exclusive authority to determine issues of arbitrability, jurisdiction, and the enforceability of this agreement.

(e) Governing Law: This arbitration agreement, and any dispute submitted to arbitration hereunder, shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.

(f) International Enforcement: Any arbitral award rendered pursuant to this clause shall be final and binding on the parties and enforceable in any jurisdiction that is a contracting state to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958).

10.5 Finality of Award

The arbitrator’s decision shall be final and binding on all parties, with no right of appeal. Judgment on the award may be entered in any court of competent jurisdiction.

10.6 Exclusivity of Arbitration

All disputes, including those relating to IP, injunctive relief, or specialized claims, shall be resolved solely through arbitration as outlined above except where injunctive relief is required to prevent ongoing IP infringement or misuse of confidential information.