Wazafk Terms and Conditions

User Agreement

This User Agreement ("Agreement") is a legally binding contract between you ("User" or "you") and Wazafk S.A.R.L. ("Wazafk," "we," or "us") governing your use of Wazafk's website, mobile application, and related services (collectively referred to as "Services").

By accessing or using Wazafk's Services, including the website, mobile applications, or any related services, and by clicking "accept," "Sign Up," "Create My Account," or similar actions, you agree to be bound by the terms and conditions of this Agreement, which includes the Terms of Use, Escrow Instructions, Fee and the dispute resolution provisions in Section 13 regarding arbitration and class action waivers.

You are required to review and consent to this Agreement, including the dispute resolution provisions, before using the Services. If you do not understand or agree to the terms, you must refrain from using Wazafk's Services. If you are accessing the Services on behalf of a business or legal entity, you represent that you have the necessary authority to bind the entity to these terms. By using Wazafk's Services, you acknowledge and agree to be bound by this Agreement, including any amendments or updates as set forth in Section 14, and any future modifications made in accordance with this Agreement.

1. Wazafk ACCOUNTS

1.1 Registration and Account Approval

In order to access and utilize the services provided by Wazafk (hereinafter referred to as "Wazafk" or the "Platform"), you are required to register for an account (the "Account"). The registration process entails providing accurate and complete information as requested by Wazafk and agreeing to these Terms and Conditions.

Wazafk reserves the right to approve or decline registration at its sole discretion, for any lawful reason, including but not limited to business considerations, operational capacity, supply and demand dynamics, or the Platform's internal policies regarding data management and maintenance costs. Wazafk is not obligated to provide a justification for any refusal of account registration.

Users are classified as either:

• Registered Users (those with an approved Account), or
• Guests (unregistered individuals who may access limited features of the Platform without an Account).

Wazafk may modify or restrict access to certain features or services for Guests at any time, without prior notice.

1.2 Account Eligibility

You acknowledge and agree that access to and use of Wazafk's services (the "Services") is strictly for business purposes only, and not for personal or non-commercial use. By registering for an Account on Wazafk, you represent and warrant that you are a self-employed individual, a sole proprietor, an agent acting on behalf of an independent business, or the owner of a registered business entity (e.g., a company, corporation, partnership, or similar legal structure).

Further, you agree to comply with all applicable local, national, and international laws, including any licensing, registration, and tax obligations relevant to your business activities, and you shall obtain and maintain any necessary permits or licenses to operate legally in your jurisdiction.

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is higher) to register for and use the Services. By registering, you confirm that you meet the minimum age requirement and are legally competent to enter into binding contracts.

Wazafk reserves the right to verify the eligibility of any individual or business seeking to access its Services and to deny or terminate access at its sole discretion if the individual or entity fails to meet these requirements.

1.3 Account Profile

By registering for an Account with Wazafk, you agree to provide accurate, current, and complete personal and business information as requested during the registration process. You represent and warrant that all information provided to Wazafk is truthful, accurate, and up-to-date at the time of registration. You further agree to promptly update your Account information to maintain its accuracy. This includes, but is not limited to, updates related to your identity, business structure, location, skills, services offered, and any other relevant details.

You acknowledge that it is your sole responsibility to ensure that all information in your Account remains accurate and complete. Wazafk reserves the right, at its sole discretion, to suspend or terminate your Account if it determines, in its reasonable opinion, that any of the information provided is false, misleading, outdated, or incomplete. Such actions may be taken without prior notice and may include the temporary or permanent restriction of access to certain features of the Services.

You are prohibited from providing any false, misleading, or deceptive information regarding your identity, business operations, location, skills, qualifications, services, or beneficial ownership, or any other relevant details required by Wazafk. Any attempt to mislead or deceive other users or Wazafk will result in immediate suspension or termination of your Account and potential legal action, where applicable.

1.4 Account Types

Wazafk provides two distinct types of accounts to users, namely: Client, Freelancer account. Each account type is designed to cater to the specific needs of individuals or businesses based on their role in the freelance ecosystem.

• Client Account: Intended for individuals or entities seeking to hire freelancers for specific projects.
• Freelancer Account: Designed for self-employed individuals offering their skills and services to Clients.

Upon successful registration, users may select and create one primary account type. Once registered, users may, at their discretion, modify or add additional account types without the need for re-registration. Users are responsible for ensuring that they select and maintain the appropriate account type for their intended use of the Platform.

Wazafk reserves the right to modify, limit, or add new account types as needed based on its operational needs or business considerations. Wazafk also retains the authority to restrict or suspend access to certain features based on the selected account type or changes to the user's account status.

1.5 Account Permissions

You acknowledge and agree that you are solely responsible for all activities conducted under your Account, including any actions taken by individuals or entities granted permission to access your Account ("Authorized Users"). You represent and warrant that you have the authority to grant such permissions to Authorized Users and that they are fully authorized to act on your behalf in connection with your use of Wazafk's services.

You further acknowledge and agree that you will be fully liable for the actions and omissions of any Authorized Users under your Account. Any violation of these Terms of Service or any other applicable policies by an Authorized User shall be deemed a violation by you, and you shall bear full responsibility for any resulting consequences, including but not limited to account suspension, termination, or restriction of services.

In the event that a violation of these Terms occurs by an Authorized User, Wazafk reserves the right to suspend, restrict, or terminate your Account, and to close any related Accounts associated with you, at its sole discretion. Additionally, any suspension or termination of your Account due to the actions of an Authorized User may affect your ability to continue using Wazafk's Services.

1.6 Identity and Location Verification

You agree to cooperate with Wazafk in the periodic verification of your identity, location, and business affiliations. As part of this process, Wazafk may require you to provide certain personal, business, or legal documentation, including but not limited to official government-issued identification, proof of address, business registration documents, or other relevant materials as deemed necessary by Wazafk.

You expressly consent to Wazafk's use of third-party services to validate the information provided, which may include inquiries, checks against third-party databases, or requests for verification from relevant governmental or legal authorities. By accepting these Terms, you authorize Wazafk to carry out such verification processes as part of its due diligence and compliance obligations.

Failure to provide timely, accurate, and complete information for verification may result in temporary or permanent limitations on your Account, including but not limited to restrictions on access to certain features of the Services, suspension of your Account, or the inability to withdraw funds held in escrow, until such verification is satisfactorily completed. Wazafk reserves the right, at its sole discretion, to suspend, restrict, or terminate your Account if verification is not completed in a manner acceptable to Wazafk.

1.7 Usernames and Passwords

You are solely responsible for maintaining the confidentiality of your Account credentials, including your username and password, and for all activities conducted under your Account. You agree to keep your login credentials secure and not to share, disclose, or allow any third party to access your Account. Any access to or use of Wazafk's Services using your username and password will be deemed as actions taken by you, whether or not authorized.

In the event that you suspect or become aware of any unauthorized access to your Account, including any breach or attempted breach of your login credentials, you must promptly notify Wazafk in writing. Wazafk reserves the right to suspend or terminate your Account or take other actions as necessary to safeguard the security of your Account and the platform.

Each user of Wazafk's Services is required to register and maintain a unique Account with a distinct username and password. The use of another user's username and password, or attempting to access another user's Account, is strictly prohibited. Any such unauthorized use may result in the immediate suspension or termination of your Account, as well as other legal remedies available to Wazafk.

2. PURPOSE OF WAZAFK (App and Website)

2.1 Primary Function and Services

Wazafk platform, including the website and mobile application (collectively, the "Platform"), operates as an online marketplace designed to facilitate the connection between Clients and Freelancers. Through the Platform, Clients and Freelancers can advertise, offer, and purchase freelance services (the "Freelancer Services") in accordance with the terms set forth herein.

Wazafk's Services include, but are not limited to, the hosting and maintenance of the Platform, the facilitation of the formation of Service Contracts between Users (defined below), and the provision of a secure escrow payment system to support and protect payments made under such Service Contracts. Wazafk acts solely as a mediator between Freelancers and Clients, and is not a party to the Service Contracts between Users.

Users acknowledge and agree that Wazafk's role is limited to facilitating access to the Platform and providing tools and services that help Users engage in transactions, such as secure payment processing through the escrow system, dispute resolution assistance, and other administrative support. Wazafk is not responsible for the direct negotiation, execution, or fulfillment of Service Contracts between Freelancers and Clients.

Users further agree to use Wazafk exclusively for the purpose of invoicing, receiving, and making payments related to Service Contracts formed through the Platform. All payments for Freelancer Services are to be processed through Wazafk's escrow payment system, unless otherwise agreed by the parties in accordance with these Terms and Conditions.

Wazafk Wallet and Escrow System are designed to promote trust, transparency, and transactional security between Clients and Freelancers. By requiring Project funds to be deposited and secured within the Platform before commencement of Services, Wazafk seeks to provide assurance to Freelancers that approved funds have been allocated for the Project, while simultaneously providing assurance to Clients that such funds will not be released until the agreed Services, deliverables, milestones, or contractual obligations have been satisfactorily completed in accordance with the applicable Service Contract and Escrow Instructions.

2.2 Relationship with Wazafk

Wazafk acts solely as an online marketplace and platform facilitator, providing the infrastructure for Freelancers and Clients (collectively, "Users") to connect, enter into agreements, and manage payments through its integrated escrow system. Wazafk does not participate in the negotiation, formation, or fulfillment of Service Contracts between Users and is not a party to any such agreements.

Users are solely responsible for the content they publish on the Platform, including job postings, proposals, and any other materials related to Freelancer Services. Additionally, Users are responsible for negotiating the terms of their Service Contracts, ensuring that these agreements comply with applicable laws, and ensuring the satisfactory performance of the contractual obligations undertaken by the parties. Wazafk does not supervise, control, or guarantee the performance of Users under their contracts.

Users are advised to conduct their own due diligence when engaging with other Users, including evaluating the suitability of projects, vetting other Users for their qualifications and reliability, and negotiating appropriate contract terms. The decision to enter into a Service Contract, and the execution of such a contract, is made at the sole discretion and responsibility of the Users involved.

Wazafk does not assume any liability for any breach of contract, dispute, or performance issues between Users. Users may engage in other business activities outside of the Platform, provided that such activities do not violate these Terms and Conditions or applicable legal requirements.

As part of its ongoing efforts to improve the Services, Wazafk may, from time to time, test or introduce new features, tools, or functionalities on the Platform. Such updates may be provided with prior notice via notifications on the Platform, the application, or through customer support forums. Users agree to participate in these initiatives, provided that such tests or new features are consistent with the Platform's core functionality and do not materially alter Users' rights or obligations under these Terms and Conditions.

2.3 Taxes and Compliance

Freelancers utilizing Wazafk bear sole and exclusive responsibility for any and all tax liabilities, duties, or obligations arising from payments received through the platform. Freelancers shall, at their own expense, comply with all applicable laws, including but not limited to those relating to tax reporting, invoicing, and the remittance of taxes or any other charges in accordance with local, national, and international legal requirements, as may be applicable.

Wazafk makes no representations or warranties regarding the tax obligations of Freelancers, nor does it assume any responsibility for the payment or reporting of taxes. Freelancers are encouraged to consult with a qualified tax professional to ensure compliance with applicable laws and regulations.

In the event of a tax audit, investigation, or inquiry by any tax authority or regulatory body, Freelancers are required to cooperate fully and promptly. This includes, but is not limited to, providing the necessary documentation, such as tax returns, invoices, receipts, and any other records requested by the relevant authorities.

2.4 Marketplace Feedback and User Content

Users publish feedback, composite feedback, and location information on Wazafk. Wazafk does not verify User-published information and provides it solely for convenience. The feedback system enhances marketplace transparency, allowing Users to share their experiences and opinions. Users should promptly notify Wazafk of any errors or inaccuracies in their feedback results. Users are responsible for all content encountered on Wazafk, as Wazafk does not routinely monitor User Content. Wazafk reserves the right to remove feedback or information that violates Terms of Service or impacts the marketplace negatively.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

3.1 User Responsibility and Nature of Relationship

Users of Wazafk bear sole and exclusive responsibility for determining whether to enter into agreements with other Users and for establishing the terms and conditions of such agreements. The contractual relationship that arises between a Client and a Freelancer, including but not limited to the scope of work, compensation, deadlines, and any other obligations, is strictly between those parties.

Wazafk acts solely as an intermediary platform facilitating connections between Clients and Freelancers and does not participate in, nor is it a party to, any Service Contract or agreement between Users. Accordingly, Wazafk shall not be liable for any obligations, breaches, disputes, or issues arising out of the Service Contract between Clients and Freelancers.

Furthermore, Users acknowledge that Wazafk does not guarantee the performance, quality, or outcomes of any services provided under such agreements. Wazafk's role is limited to providing the platform and facilitating the payment process through an escrow system, which is governed by separate terms and conditions. Wazafk does not assume responsibility for any service failures, non-compliance with contractual terms, or any claims, including but not limited to disputes related to payment, taxes, or intellectual property rights, arising from the Service Contract.

3.2 Disputes Among Users

Users are strongly encouraged to resolve any disputes related to their Service Contracts amicably and in accordance with the dispute resolution process outlined in the applicable Escrow Instructions provided by Wazafk. The platform's integrated escrow system is designed to promote security and trust, ensuring that funds are held securely until both the Client and Freelancer have met their contractual obligations. This system aims to provide transparency and fair handling of payments, thereby helping to reduce the likelihood of disputes.

In the event that a dispute arises and the initial dispute resolution process outlined in the Escrow Instructions fails to resolve the issue, Users may pursue other means of resolution independently, including seeking mediation, arbitration, or legal action as appropriate. However, Wazafk shall not be obligated to mediate, arbitrate, or otherwise assist in the resolution of any disputes that may arise between Users after the escrow process has been initiated.

Wazafk's role is limited to administering the escrow payment system and providing the platform through which Clients and Freelancers can engage. As such, Wazafk does not take responsibility for the content or fulfillment of any Service Contract, nor does it assume any liability for disputes related to the quality, performance, or delivery of services under those contracts.

Users acknowledge that the escrow service is intended solely to facilitate the secure transfer of funds between Clients and Freelancers and that Wazafk is not a party to any Service Contract, nor does it guarantee the outcome of any dispute or the performance of any party under the Service Contract.

3.3 Confidential Information

Users may, at their discretion, agree to their own confidentiality terms in connection with their Service Contracts or communications. However, in the absence of such an agreement, the confidentiality terms set forth in this Section 3.3 shall govern.

Recipients of Confidential Information (as defined herein) agree to take all reasonable measures to protect the confidentiality of such information and prevent any unauthorized use or disclosure. Such measures shall include, but are not limited to, the implementation of appropriate safeguards consistent with industry standards to ensure the confidentiality, integrity, and security of the Confidential Information.

Confidential Information includes, but is not limited to, any non-public, proprietary, or confidential data or materials disclosed by one party to another in connection with the evaluation of potential Service Contracts, the execution of Service Contracts, or the performance of any obligations under such contracts, regardless of whether the Service Contract is ultimately finalized.

Upon written request by the disclosing party, the recipient of the Confidential Information must either (a) promptly return all Confidential Information, including any copies, reproductions, or notes derived from such information, or (b) destroy all Confidential Information in their possession and certify in writing to the disclosing party that all such information has been destroyed.

This Section 3.3 shall survive the termination or expiration of any Service Contract and continue to be binding upon the parties with respect to any Confidential Information disclosed prior to such termination or expiration.

Users acknowledge that any information exchanged in connection with the use of the escrow payment system, including financial details, transaction history, and related data, is also deemed Confidential Information and is subject to the confidentiality provisions outlined herein. Wazafk, in its capacity as an intermediary platform and escrow service provider, takes reasonable steps to ensure the secure handling and protection of such information, but it is the responsibility of Users to ensure that any sensitive information they disclose to other Users is protected in accordance with this Section.

3.4 Legal Advice Disclaimer

Wazafk does not provide legal advice through its Optional Service Contract Terms, nor do these terms create a legal advisory relationship between Wazafk and its Users. The Optional Service Contract Terms are provided solely for the convenience of Users in structuring their agreements, and they are not intended to serve as a substitute for legal counsel. These terms should not be construed as advertising, solicitation, or an offer of legal services.

Users are advised to seek independent legal advice from a qualified and licensed attorney to ensure that their Service Contracts comply with applicable laws and meet their specific legal needs. Wazafk makes no representations or warranties regarding the sufficiency, legality, or enforceability of any Service Contract or the terms within it.

Wazafk expressly disclaims any liability for any legal or financial consequences arising from the use or reliance on the Optional Service Contract Terms. All contractual arrangements, including the negotiation and drafting of terms, are the sole responsibility of the Users, and Wazafk shall not be held liable for any disputes, damages, or claims arising therefrom.

3.5 Orders Affecting Wazafk

In the event that a User seeks an order from an arbitrator or court that may directly affect Wazafk, including but not limited to orders requiring Wazafk to take any action or provide services, the User shall provide Wazafk with at least Twenty (20) business days' written notice prior to the hearing or any legal proceeding. This notice shall include sufficient detail regarding the nature of the order, its potential impact on Wazafk, and any obligations that may arise as a result.

Failure to provide proper notice or include these provisions in any order shall be deemed a material breach of these Terms and Conditions, and Wazafk reserves the right to take any necessary legal actions to protect its rights, including seeking to vacate or modify the order.

4. WAZAFK FEES

4.1 Fees for Freelancers

Service Fees

By using Wazafk, Users agree to pay all applicable fees associated with the services provided by Wazafk, which include but are not limited to marketing, invoicing, reporting, payment processing, and dispute resolution services. The specific fees applicable to each service will be outlined in the "Fee Schedule" section of the Terms and Conditions.

Freelancer Service Fees

Freelancers are required to pay a service fee for each Project they undertake where payment is processed through the Escrow point system. The applicable service fee for Freelancers will be determined and disclosed in the "Fee Schedule" section of these Terms and Conditions. Upon release of funds by the Client, Wazafk Escrow shall deduct the points from the Freelancer's Escrow Account with the full amount and then deduct the applicable service fee before disbursing the remaining balance to the Freelancer. Freelancers expressly and irrevocably authorize Wazafk Escrow to deduct the service fee directly from their Escrow Account and remit it to Wazafk.

Currency Conversion Fees

In the event that a Freelancer withdraws funds in a currency other than U.S. Dollars, Wazafk Escrow (or any affiliated/Third Party Payment providers entity) may apply a currency conversion fee. The conversion rate applicable at the time of the transaction may differ from the rate available on the payment date, and such variations are determined by the relevant financial institutions or payment processors. Freelancers acknowledge and agree that such currency conversion charges are beyond the control of Wazafk.

Membership Packages

Freelancers have the option to subscribe to different Membership Packages, each of which entails a subscription fee. The Membership Packages may provide Freelancers with varying levels of benefits, services, and features on the platform, as described in the membership terms.

Disbursement Fees

Freelancers may incur additional disbursement fees when withdrawing or remitting funds to their chosen payment method. These fees are intended to cover administrative costs and any charges specific to the chosen disbursement method. The applicable disbursement fees will be communicated to the Freelancer prior to completing the withdrawal process.

Fee Changes and Notifications

Wazafk reserves the right to modify the fee structure, including service fees, currency conversion charges, membership fees, and disbursement fees, at its sole discretion. In the event of a change in fees, Wazafk will provide Users with reasonable notice of such changes, and such changes will become effective as of the date specified in the notice. Continued use of the platform after such notice will constitute acceptance of the new fee structure.

4.2 Client Fees

Clients agree to pay Wazafk a service fee for utilizing the platform and the services provided, including but not limited to the facilitation of Freelancer engagements, payment administration, and the management of related services. These fees are required for the use of Wazafk's core services. These fees are required for the use of Wazafk's core services and are set forth in the "Fee Schedule" section of these Terms and Conditions.

Clients may also elect to purchase access to additional features or services offered by Wazafk, which may include, but are not limited to, premium tools, advanced reporting, priority support, or enhanced visibility. The availability, pricing, and scope of these additional services will be clearly described in the "Fee Schedule" section. Clients acknowledge and agree that such additional fees are distinct from the general service fees and may vary depending on the chosen service package.

4.3 VAT and Other Taxes

All fees payable to Wazafk for the use of its services are exclusive of any applicable taxes, including but not limited to Value Added Tax (VAT), income tax, or other similar taxes or levies. Users acknowledge and agree that any taxes, duties, or other governmental charges that may be imposed on Wazafk's services under applicable law are the sole responsibility of the User and shall be paid in addition to the fees owed for the services.

Wazafk reserves the right to modify its fees and charges to account for any changes in applicable tax laws, regulations, or rates. In the event of such changes, the fees owed by Users under these Terms of Service may be adjusted accordingly. Any such adjustments shall be communicated to the Users, and such changes shall take effect immediately unless otherwise specified.

4.4 No Fee for Introductions or Feedback

Wazafk does not charge fees for introducing Clients to Freelancers or for posting or viewing feedback, including Composite Information. The platform serves to facilitate Freelancers' self-introduction and may highlight Projects or Freelancers of interest without any associated charges.

5. PAYMENT TERMS AND ESCROW SERVICES

To facilitate transactions on the Platform, Wazafk operates a proprietary digital wallet system ("Wazafk Wallet") through which Users may deposit, hold, transfer, receive, and withdraw value in the form of platform points ("Points").

Points are an internal unit of account used exclusively within the Platform for the purpose of facilitating payments, funding Projects, holding escrow balances, paying applicable fees, and receiving disbursements related to Services offered.

For convenience and accounting purposes, each Point shall have a nominal value equivalent to one United States Dollar (USD 1.00) at the time of deposit into Wazafk Wallet, unless otherwise specified.

Users acknowledge and agree that Points:

• constitute an internal accounting mechanism solely for use within the Platform;
• do not represent legal tender, currency, electronic money, cryptocurrency, securities, investment products, or deposit accounts;
• are not insured, guaranteed, or protected by any governmental authority or financial institution;
• may not be transferred, sold, assigned, exchanged, pledged, or otherwise disposed of outside the Platform except as expressly permitted by Wazafk; and
• possess no value outside Wazafk ecosystem except to the extent they are eligible for withdrawal in accordance with these Terms and Conditions.

Wazafk reserves the right to implement limits, restrictions, verification requirements, holding periods, transaction monitoring procedures, and compliance measures relating to the issuance, use, transfer, redemption, or withdrawal of Points as may be required by applicable laws, regulations, payment processors, financial institutions, or risk management policies.

Funds deposited through any approved Third Party Payment Method shall remain subject to verification, authorization, clearance, settlement, fraud prevention review, compliance review, and acceptance by Wazafk and its Third Party authorized payment service providers.

Wazafk shall have no obligation to issue, credit, allocate, or otherwise make available any Points until the corresponding funds have been successfully received, verified, settled, and accepted.

Wazafk reserves the right to refuse, delay, suspend, reverse, cancel, or adjust the issuance of Points where a transaction is rejected, reversed, disputed, subject to chargeback, unauthorized, fraudulent, unlawful, or otherwise fails to satisfy Wazafk's operational, compliance, security, or risk management requirements.

No User shall acquire any right, title, interest, or entitlement to Points until such Points have been validly credited to the applicable Client or Freelancer Wallet.

5.1 Escrow Services

Wazafk Escrow provides a secure solution to facilitate the management and disbursement of funds in connection with Projects, in accordance with the terms set forth in the Agreement and the relevant Escrow Instructions. The following outlines the specific terms and conditions governing the escrow process:

1. Escrow Instructions

Depending on the type and nature of the Project, including Fixed-Price, Hourly, Bonus, or Expenses, specific Escrow Instructions will be established to govern the handling, release, and disbursement of escrowed funds. These Escrow Instructions shall be mutually agreed upon by the Client and the Freelancer prior to the release of funds into Escrow and may vary depending on the contractual terms of each Project.

2. Wazafk Wallets and Escrow Accounts

Wazafk shall maintain a Wallet for each User through which funds deposited on the Platform are converted into Points and recorded within the User's Wallet balance. Where Points are allocated to a Project, such Points shall be transferred from the User's Wallet to the applicable Escrow Account and held securely pending release in accordance with the applicable Escrow Instructions.

Wazafk may maintain separate Wallet balances, Escrow balances, and transaction records as necessary to accurately reflect the status of Projects, payments, fees, withdrawals, and other transactions conducted.

3. Appointment of Escrow Agent

By engaging in a transaction on the Platform, Freelancers appoint Wazafk Escrow as their agent, authorizing Wazafk Escrow point system to receive and hold allocate and release point(s) on their behalf until such time as the funds are disbursed in accordance with the Escrow Instructions. This appointment is irrevocable, unless otherwise specified by the Agreement or as provided by applicable law.

4. Ownership of Wallet Balances and Escrowed Points

Subject to these Terms and Conditions, ownership of deposited funds and the corresponding Points shall remain with the depositing User until such Points are allocated, released, transferred, refunded, withdrawn, or otherwise applied in accordance with the applicable Service Contract, Escrow Instructions, and Platform procedures.

Points allocated to Escrow shall remain subject to the applicable Escrow Instructions and shall not become available to the Freelancer until released in accordance with the agreed Project terms.

Title to the escrowed funds shall remain with the Client until such funds are disbursed in accordance with the Escrow Instructions. Wazafk S.a.r.l., and their Affiliates shall hold such funds solely as custodians, and shall not be deemed to hold or control any funds in a manner akin to a financial institution, such as a bank.

Wazafk reserves the right, at any time and without prior notice where reasonably necessary, to correct, adjust, reverse, cancel, debit, credit, offset, or otherwise modify any Wallet balance, Escrow balance, Point allocation, transaction record, withdrawal request, or account entry that Wazafk reasonably determines was affected by error, technical malfunction, system failure, duplicate transaction, accounting discrepancy, unauthorized activity, fraud, chargeback, payment reversal, or violation of these Terms and Conditions.

5. No Interest on Escrow Funds

Users expressly acknowledge that no interest shall accrue on the funds held in escrow.

6. Escrow Agent Duties and Limitations

Wazafk Escrow's role as the escrow agent is limited to the duties and responsibilities expressly outlined in the Agreement and Escrow Instructions. Wazafk Escrow shall act in accordance with the directions provided by the Client and the Freelancer.

7. Escrow Agent Rights

Wazafk Escrow reserves the right, at its sole discretion, to initiate arbitration or legal proceedings to resolve any disputes related to the handling or disbursement of funds held in the Escrow Accounts. In the event of a dispute between the Client and the Freelancer, Wazafk Escrow shall follow the dispute resolution procedures outlined in the Agreement and any applicable Escrow Instructions.

8. Dispute Facilitation

In the event of a disagreement concerning the completion of Services, the achievement of milestones, the quality of deliverables, payment entitlement, or any other matter arising from a Service Contract, Wazafk may, assist the parties in attempting to reach an amicable resolution.

As part of this process, Wazafk may review information submitted by the parties, including communications, documents, files, project deliverables, screenshots, records maintained on the Platform, and any other materials deemed relevant.

Users agree to cooperate in good faith with any information requests made by Wazafk during such review. Wazafk's involvement in any dispute shall be limited to facilitating communication and attempting to assist the parties in reaching a mutually acceptable resolution. Unless expressly provided otherwise in these Terms and Conditions, Wazafk shall not act as an arbitrator, judge, expert witness, or legal representative of either party and shall not be liable for the outcome of any dispute.

Where a dispute remains unresolved, Wazafk may maintain the disputed Points or funds in Escrow until the parties reach a written agreement, obtain a final court order, arbitration award, settlement agreement, or until Wazafk determines, in its reasonable discretion and based on the available evidence, that the Escrowed funds should be released in accordance with the applicable Escrow Instructions.

5.2 Client Payments on Service Contracts

Prior to creating, funding, or otherwise engaging a Freelancer under a Service Contract, the Client shall maintain a sufficient available balance of Points within the Client's Wazafk Wallet to satisfy the applicable Project value, Escrow funding requirements, service fees, and any other amounts payable in connection with the use of the Platform.

Points may be obtained by depositing funds through any payment method approved and made available by the platform from time to time, including, without limitation, cash deposits, bank transfers, electronic funds transfers, payment gateways, debit or credit cards, digital payment services, or any other authorized payment mechanism. All deposits shall remain subject to verification, clearance, settlement, and acceptance by Wazafk and its authorized payment service providers.

Upon the successful receipt, verification, settlement, and confirmation of deposited funds by Wazafk or its authorized payment service providers, the corresponding monetary value shall be converted into an equivalent number of Points, based upon the applicable conversion ratio established, and such Points shall thereafter be credited to the Client's Wazafk Wallet.

The Client hereby expressly authorizes Wazafk to deduct, allocate, transfer, reserve, hold, or otherwise apply Points from the Client's Wazafk Wallet for the purpose of funding Projects, establishing Escrow balances, paying applicable service fees, processing authorized transactions, satisfying payment obligations arising under Service Contracts, and facilitating any other transaction permitted under these Terms and Conditions.

Hourly Contracts

For Hourly Contracts, Points may be allocated, reserved, held, or released periodically based upon hours worked, approved timesheets, completed milestones, Project progress, or such other payment structure as may be agreed upon by the parties and supported by the Platform. All allocations and releases of Points under Hourly Contracts shall remain subject to the applicable Escrow Instructions, verification procedures, dispute resolution processes, and other requirements established by Wazafk.

Fixed-Price Contracts

For Fixed-Price Contracts, the Client shall allocate to the applicable Escrow Account a sufficient number of Points corresponding to the agreed Project price, milestone amount, or other payment obligation, as applicable, prior to the commencement of the Services or activation of the relevant milestone. Such Points shall remain secured within Escrow and shall be released only in accordance with the applicable Service Contract, Escrow Instructions, and these Terms and Conditions.

Escrow Fund Release

For both Hourly and Fixed-Price Contracts, funds held in escrow will be released to the Freelancer upon the fulfillment of the contract's requirements, subject to the Client's approval or confirmation of completion. Prior to the release of funds, both the Client and Freelancer are required to upload all relevant documentation, including but not limited to pictures, files, or any other necessary information, through Wazafk Escrow service to confirm that the work has been completed to the satisfaction of both parties.

Upon the submission of the required documentation by both parties, the funds may be released from escrow, subject to mutual agreement. If both parties agree that the deliverables have been completed satisfactorily and the required documents are uploaded, Wazafk Escrow will disburse the funds in accordance with the Escrow Instructions. In the event of a dispute or failure to upload the necessary information, the release of funds may be delayed pending resolution of the dispute or determination by Wazafk Escrow, in accordance with the dispute resolution process outlined in these Terms of Service.

For the avoidance of doubt, the allocation of Points to an Escrow Account constitutes a commitment of the corresponding value by the Client for the applicable Project and serves to provide assurance that funds have been reserved for payment upon satisfaction of the applicable contractual requirements. However, the allocation of Points to Escrow shall not, in and of itself, entitle the Freelancer to payment until the applicable release conditions have been satisfied in accordance with the Service Contract, Escrow Instructions, and these Terms and Conditions.

5.3 Disbursements to Freelancers on Service Contracts

Escrow Release of Points

Points allocated to a Project and designated as held in Escrow shall remain reserved within the Platform pending satisfaction of the applicable release conditions set forth in the relevant Service Contract, Escrow Instructions, and these Terms and Conditions.

Upon satisfaction of the applicable release conditions, the corresponding Points shall be made available to the Freelancer through the Platform, subject to any applicable fees, deductions, reserves, adjustments, or other authorized charges. The allocation, holding, release, and availability of Points within the Platform are intended solely to facilitate the administration of transactions between Users and do not alter the underlying rights and obligations arising under the applicable Service Contract.

Approval Requirement

For both Hourly and Fixed-Price Contracts, points will only be released after the Client's approval of the completed work and the Freelancer's confirmation. Both parties must mutually agree to release the points from escrow before any disbursement occurs. This ensures that both the Client and the Freelancer are satisfied with the completion of the work and the terms of the contract.

Security Period

Following approval of the applicable Services and satisfaction of the relevant release conditions, Wazafk may apply a review period of up to five (5) to seven (7) business days for verification, compliance, operational, security, risk management, or dispute prevention purposes.

During such period, Wazafk may review the transaction and take any action reasonably necessary to ensure the integrity of the Platform and the proper administration of the applicable transaction.

Third-Party Payment Service Providers

Following the security period managed by Wazafk, payment disbursements may be processed through third-party payment service providers. Please note that Wazafk does not control the processing times, fees, or any potential delays associated with these third-party services. The processing of payments by these third-party providers may take additional time, and Wazafk is not responsible for any issues, delays, or complications that arise during this process. Users acknowledge and agree that Wazafk is not liable for any actions or omissions by third-party payment processors.

Dormant Wallets and Unclaimed Balances

The platform reserves the right to designate a Wallet as dormant where the applicable User has not accessed the Platform, conducted transactions, responded to verification requests, or otherwise engaged in account activity for a period of Four (4) months. In the event of Wallet dormancy, Wazafk may require additional identity verification, suspend withdrawals, restrict account functionality, place administrative holds on Wallet balances, or take such other actions as reasonably deems necessary to protect Users, comply with applicable laws, or maintain the integrity of the Platform.

Any unclaimed Wallet balances, Points remaining in dormant accounts shall remain subject to applicable laws governing abandoned property, unclaimed funds, court orders, regulatory requirements, or other legal obligations applicable to Wazafk.

5.4 Non-Payment or Default

In the event of a Client's default, including but not limited to non-payment or failure to meet their obligations under the terms of the Service Contract, Wazafk reserves the right, in its sole discretion, to take appropriate actions, which may include, but are not limited to:

• Account Suspension or Termination: Wazafk may suspend or permanently close the Client's account.
• Reimbursement: Wazafk may pursue reimbursement from the Client for outstanding amounts owed, including any service fees and applicable penalties.
• Credit Reporting: Wazafk may report the default to relevant credit agencies or other third-party entities, in accordance with applicable laws and regulations.
• Transaction Reversal: In the event of a chargeback, unauthorized payment, or failure to fulfill payment obligations, Wazafk reserves the right to reverse any transaction, including the reversal of funds held in escrow, and the Client agrees to bear responsibility for any charges or penalties incurred as a result of such actions.

Wazafk does not guarantee the payment of Clients to Freelancers and is not responsible for any failure of the Client to make payment.

5.5 No Return of Funds and No Chargebacks

Except where expressly provided for in the Escrow Instructions or as mandated by applicable law, Client payments are non-refundable. Users acknowledge that once funds are disbursed to the Freelancer, such funds are not subject to return unless a dispute is initiated and resolved in accordance with the applicable dispute resolution process.

Chargebacks Prohibited: Clients agree not to initiate any chargebacks or reverse transactions through their Payment Methods. In the event that a Client initiates a chargeback, Wazafk reserves the right to take corrective actions, including, but not limited to, closing the Client's account, recovering the disputed funds, and pursuing legal remedies as deemed necessary.

5.6 Payment Methods

To access and utilize certain features of the Platform, Users may be required to provide, maintain, and keep current one or more valid payment methods approved by Wazafk (each, a "Payment Method"). By registering for and using the Services, Users authorize Wazafk and its authorized service providers to verify, process, debit, credit, charge, refund, or otherwise utilize the Payment Method(s) associated with the User's Account in connection with transactions conducted through the Platform and in accordance with these Terms and Conditions.

Escrow Payment Services: Wazafk Points Wallet and Escrow systems are designed to facilitate the secure administration of transactions between Clients and Freelancers through the use of Points. Funds deposited through approved Payment Methods may be reflected within the Platform as Points and may subsequently be allocated to Wallet balances, Escrow balances, service fees, withdrawals, adjustments, or other authorized transactions.

The allocation of Points to Escrow is intended to provide assurance that value has been reserved for the applicable Project and shall remain subject to the applicable Escrow Instructions. Points held in Escrow shall only be released, transferred, or otherwise made available in accordance with the applicable Service Contract, Escrow Instructions, dispute resolution procedures, and these Terms and Conditions.

Wazafk may utilize financial institutions, payment processors, payment gateways, settlement providers, banks, or other authorized third-party service providers in connection with the operation of the Platform. Users acknowledge and agree that such third-party providers may impose additional requirements, verification procedures, processing times, restrictions, fees, or operational limitations that are beyond reasonable control.

Primary and Backup Payment Methods: In the event that a transaction cannot be successfully completed using a User's primary Payment Method, whether due to rejection, insufficient funds, expiration, technical failure, reversal, restriction, or any other reason, Wazafk reserves the right to utilize any alternative or backup Payment Method authorized by the User for the purpose of completing the applicable transaction or satisfying any outstanding obligations owed to Wazafk.

Authorization: Users hereby authorize Wazafk to utilize their designated Third Parties Payment Method(s) for the purpose of funding Wallet balances, acquiring Points, satisfying Escrow funding obligations, collecting Service Fees, recovering outstanding amounts, processing authorized withdrawals, correcting transaction errors, resolving negative balances, recovering chargebacks, and collecting any other amounts properly due under these Terms and Conditions.

If a payment cannot be successfully processed through any of the provided Third Parties Payment Methods, Wazafk may take corrective actions, including suspending or terminating the User's access to the Platform until the issue is resolved.

5.7 U.S. Dollars and Foreign Currency Conversion

Unless otherwise specified by herein, all Wallet balances, Escrow balances, Project values, Fees, withdrawals, and other transactions conducted through the Platform shall be denominated and administered in Wazafk Points ("Points"). For accounting and transactional purposes within the Platform, one (1) Wazafk Point shall be assigned a nominal value equivalent to one United States Dollar (USD 1.00). This valuation is used solely for the administration, calculation, allocation, holding, release, and redemption of Points within the Platform and shall not be construed as creating a separate currency, financial instrument, deposit account, electronic money product, investment product, or stored-value instrument.

Where a User funds a Wallet, requests a withdrawal, or conducts a transaction using a third party Payment Method denominated in a currency other than the currency utilized by the applicable third party payment provider or financial institution, the transaction may be subject to currency conversion by the relevant financial institution, payment processor, card issuer, payment gateway, bank, or other authorized service provider.

Currency Conversion Rate: Any currency conversion required in connection with deposits, will be determined by the User's bank or the third-party payment processor involved in processing the payment, as applicable. Wazafk does not control or set the conversion rates and will not be liable for any fluctuations in exchange rates. Users acknowledge and accept that the exchange rate applied to their transactions may vary from the rate at the time of the original transaction and may differ from other sources.

Risk of Exchange Rate Fluctuation: Users accept the risks associated with fluctuations in exchange rates and are responsible for any costs, fees, or financial implications that arise due to currency conversions. Any associated fees or charges for currency conversion will be disclosed by the bank or third-party payment provider before the transaction is processed.

Nature of Wazafk Points: Users acknowledge and agree that Wazafk Points constitute solely an internal accounting and transactional mechanism used for the administration of transactions conducted through the Platform. Wazafk Points do not constitute legal tender, currency, electronic money, cryptocurrency, securities, investment products, deposit accounts, or any other regulated financial instrument.

The assignment of a nominal value equivalent to USD 1.00 per Point is intended exclusively for internal Platform administration and does not create any ownership interest, investment right, or entitlement beyond those expressly provided under these Terms and Conditions.

6. NON-CIRCUMVENTION

6.1 Obligation to Use Wazafk for Payments

By using the Platform, you agree to exclusively process all payments related to any business relationships, transactions, or engagements established through Wazafk, via their Third Party Payment Providers, for a period of twenty-four (24) months (the "Non-Circumvention Period") from the initial contact or communication date between the Client and Freelancer. During this period, you are prohibited from bypassing Wazafk payment system in any manner.

• Service Fee: Wazafk charges a service fee for facilitating payments, and adherence to the platform's payment process ensures that Wazafk receives this fee for its services.
• Exclusive Use of Wazafk Payment System: You agree not to make, offer, or accept any payments related to projects or services facilitated by Wazafk, either directly or indirectly, outside of the platform's approved payment methods. This includes prohibiting the transfer of payments to third-party payment providers, individuals, or external entities for any engagement initiated or established through Wazafk.
• Business and Representatives: The obligations of this Non-Circumvention clause apply not only to you personally, but also to your business, its officers, agents, employees, and any other representatives acting in an official capacity. You must ensure that all such representatives comply with this clause.
• Off-Platform Payments: If you offer, accept, or solicit any form of off-platform payment or misreport any payment amounts, you are in breach of this agreement. This includes, but is not limited to, attempting to route payments through third parties, use of alternative payment systems, or misrepresenting the amount or nature of payments.
• Reporting Violations: In the event you become aware of, or suspect, any violations of this clause (including off-platform payments), you are required to immediately report such activities to Wazafk via the designated communication channels. Failure to report such activity constitutes a violation of these terms.
• Consequences of Violation: Any breach of the Non-Circumvention obligation, including but not limited to the attempt to bypass Wazafk's payment system or failure to report suspicions of such activity, may result in severe consequences, including but not limited to:
  • Suspension or termination of your Wazafk account.
  • The imposition of a Conversion Fee or other penalties as determined by Wazafk.
  • Legal action, if necessary, to recover damages caused by the breach.

6.2 Exemption from Non-Circumvention Period

The Non-Circumvention Period does not apply if the business relationship between the Client and Freelancer was fully initiated and established outside of Wazafk. In such cases, the parties may agree to external payments for services or transactions unrelated to the Platform.

6.3 Communicating Through the Platform; Prohibition on Sharing Contact Information

6.3.1 Communication Exclusively Through Wazafk

Prior to the formalization of any Service Contract, all communications between Clients and Freelancers must be conducted exclusively through Wazafk. All communication, including discussions related to job postings, project proposals, and initial negotiations, must occur within the platform's messaging system. The use of third-party communication tools or channels is strictly prohibited before entering into a Service Contract.

6.3.2 Prohibition on Sharing Contact Information

You agree not to share, disclose, or exchange any direct contact information prior to the formalization of a Service Contract. This includes, but is not limited to, phone numbers, email addresses, physical addresses, social media accounts, or any other personal or business contact details that could facilitate direct communication outside Wazafk.

"Means of Direct Contact" shall include, but is not limited to:

• Phone numbers (mobile or landline)
• Email addresses
• Physical addresses
• Social media profiles or handles (e.g., Facebook, LinkedIn, Instagram, etc.)
• Instant messaging accounts (e.g., WhatsApp, Skype, Telegram, etc.)

The prohibition on sharing contact information applies to both Freelancer and Client profiles, job postings, proposals, or any preliminary communication related to a potential Service Contract.

6.3.3 Consequences of Violation

Any violation of this section, including sharing contact details in profiles, proposals, or communications before a Service Contract is formally agreed upon, will result in penalties, which may include but are not limited to:

• Suspension or termination of your Wazafk account.
• Imposition of administrative fees.
• Potential legal action to enforce the terms of this agreement.

6.3.4 Purpose of the Communication Requirement

The purpose of this communication requirement is to ensure that all interactions remain within the platform, allowing Wazafk to provide its full range of services, including but not limited to dispute resolution, secure payment processing, and safeguarding both parties' interests through escrow arrangements.

6.4 Opting Out

6.4.1 Option to Opt Out

You may opt out of the non-circumvention obligations set forth in this Agreement by paying a Conversion Fee. The Conversion Fee is calculated as a percentage of the estimated annual earnings derived from the Freelancer's highest hourly rate or the rate specified in the Freelancer's profile, subject to a minimum and maximum range. The Conversion Fee is subject to a range of $1,000 USD to $35,000 USD, depending on the nature and scope of the business relationship. This fee may be adjusted based on the business relationship's duration and the parties' engagement on the platform.

6.4.2 Business Relationship Duration Exemption

If the business relationship between the parties has existed for at least two (2) years from the initial contact, the requirement to pay the Conversion Fee is waived. For the purposes of this provision, the business relationship is deemed to be established when both parties have engaged in ongoing transactions or formal agreements facilitated through Wazafk for a continuous period of two years or more.

6.4.3 Violations and Consequences of Non-Compliance

Any violation of the non-circumvention provision, including but not limited to engaging in off-platform transactions or attempting to bypass the platform's payment mechanisms, will result in the following actions:

A Conversion Fee, as defined in Section 6.4.1, will be charged to your payment method.

• The Conversion Fee will be calculated at 14% of the estimated annual earnings from the Freelancer's highest hourly rate or the rate specified in the Freelancer's profile, with a a maximum fee of $35,000 USD.
• In addition to the Conversion Fee, you will be liable for any applicable interest on overdue payments.
• Account closure may occur, and the revocation of services may be enforced at the sole discretion of Wazafk.
• You will be liable for any investigation costs, including attorneys' fees and other legal expenses incurred by Wazafk in relation to the violation.

6.4.4 Fee Calculation

The Conversion Fee is calculated based on the estimated annual earnings from the Freelancer's highest hourly rate or the rate in the Freelancer's profile, subject to a cap based on fees paid in the preceding year. The fee will be the greater of:

• 14% of the estimated annual earnings

The Conversion Fee will not exceed the maximum threshold of $35,000 USD, irrespective of the earnings or transactions involved.

6.4.5 Payment of the Conversion Fee

If you wish to opt out of the non-circumvention provision by paying the Conversion Fee, such payment must be made in full before any business relationship or transaction is conducted outside of Wazafk.

7. RECORDS OF COMPLIANCE

7.1 Obligation to Maintain Records

You are solely responsible for the creation, maintenance, storage, and backup of all business records related to your use of Wazafk, including but not limited to records of transactions, communications, agreements, invoices, payment histories, and any other documentation related to the services you engage in via the platform (hereinafter referred to as "Business Records").

7.2 Wazafk's Role and Limitations

Wazafk does not bear any responsibility for maintaining, storing, or providing copies of your Business Records unless such records are explicitly required to be maintained, stored, or provided by applicable law or under specific contractual obligations between you and Wazafk. Wazafk's role is strictly limited to the provision of the platform and related services, and we shall not be held liable for any loss, damage, or inaccessibility of your Business Records.

7.3 User Responsibility for Backups

It is your sole responsibility to ensure that adequate backup procedures are in place for all Business Records. Wazafk does not guarantee the availability or retrieval of Business Records after they have been created or stored on the platform, and will not be held liable for any loss, deletion, or corruption of such records.

8. WARRANTY DISCLAIMER

8.1 No Guarantee of Services' Quality, Safety, or Reliability

Wazafk, together with its affiliates, agents, and representatives, does not provide any guarantees, representations, or warranties regarding the quality, safety, reliability, or suitability of the services provided by Freelancers through the platform. Users acknowledge and agree that Wazafk is merely a facilitator of the platform and does not directly control or monitor the performance, quality, or conduct of Freelancers or Clients. Consequently, Wazafk does not warrant or guarantee that any services offered by Freelancers will meet a particular standard, specification, or expectation.

8.2 "As Is" and "As Available" Basis

The services, platform, and all related features are provided on an "AS IS" and "AS AVAILABLE" basis, without any warranty, express or implied, of any kind. Wazafk does not warrant that the platform will be uninterrupted, error-free, secure, or free from defects, faults, or viruses. The platform's operation may be subject to occasional interruptions, downtime, or delays, which may arise from factors beyond Wazafk's control.

8.3 Disclaimers of Implied Warranties

To the fullest extent permitted by applicable law, Wazafk disclaims all implied warranties, including but not limited to the following:

• Title: No warranty of ownership or title to the services, platform, or content provided through the platform.
• Accuracy: No warranty of the accuracy, completeness, or correctness of any content or information on the platform.
• Non-Infringement: No warranty that any Freelancer's services do not infringe upon the intellectual property rights of third parties.
• Merchantability: No warranty of the merchantability or satisfactory quality of the services provided by Freelancers.
• Fitness for a Particular Purpose: No warranty that the services will be suitable for your specific needs or intended use.

8.4 No Liability for Damages or Losses

Under no circumstances shall Wazafk or its affiliates, agents, or representatives be liable to you or any third party for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, business interruption, loss of data, or any other form of loss arising from your use or inability to use the platform, or any services provided through the platform, even if Wazafk has been advised of the possibility of such damages.

8.5 Users Acknowledge and Accept Risk

By using the platform and engaging with services provided by Freelancers, you expressly acknowledge and agree that you assume all risks associated with such engagements, including but not limited to the risks of disputes, failure to meet deadlines, failure to meet expectations, or any other issues that may arise in connection with the services provided.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Liability for Damages and Losses

To the fullest extent permitted by applicable law, Wazafk and its affiliates, directors, officers, employees, agents, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages or losses arising out of or in connection with the use, inability to use, or reliance on the platform, including but not limited to damages resulting from:

• Delays, disruptions, or interruptions in service;
• Viruses, malware, or other harmful software;
• Errors, inaccuracies, or omissions in the platform's content;
• Actions or omissions by third parties, including Freelancers, Clients, or any other users;
• Account suspensions or terminations;
• Reliance on job postings, profiles, ratings, reviews, or other user-generated content;
• Any failure or inability to execute or complete service contracts facilitated through the platform.

9.2 Limitation of Wazafk's Liability

In no event shall Wazafk's total liability arising out of or in connection with the use of the platform, or any service contract entered into through the platform, exceed the lesser of:

• $1,500 USD, or
• The total fees retained by Wazafk in connection with the service contracts entered into by the user during the six (6) months immediately preceding the event giving rise to the claim.

9.3 Scope of Limitation

These limitations of liability shall apply regardless of the legal theory upon which a claim is based, including, but not limited to, breach of contract, tort (including negligence), strict liability, or any other legal theory.

9.4 No Warranty of Performance

You expressly acknowledge and agree that Wazafk makes no representations or warranties regarding the success, outcome, or quality of any service contract entered into through the platform. Furthermore, Wazafk does not guarantee any specific results from the use of the platform, including any particular financial or business outcome, and shall not be liable for any loss or damage arising from such results.

9.5 Indemnity

You agree to indemnify and hold harmless Wazafk, its affiliates, agents, and representatives from any and all claims, damages, losses, liabilities, and expenses (including legal fees) arising from your use of the platform, the performance or non-performance of any service contract, or any violation of these Terms and Conditions.

10. RELEASE

10.1 Release of Wazafk

By using Wazafk platform, you hereby release, waive, and discharge Wazafk, its affiliates, directors, officers, employees, and agents from any and all claims, demands, losses, liabilities, or damages (including legal fees) arising out of or in connection with disputes, disagreements, or conflicts with other users of the platform. This release applies to, but is not limited to, disputes related to:

• Freelancer services and performance;
• Payment issues or delays;
• Any other issues or disputes between users that arise through or in connection with the use of the platform.

10.2 Waiver of Legal Claims

By agreeing to these Terms and Conditions, you waive any and all rights to bring or pursue legal claims against Wazafk under applicable Lebanese law that might otherwise provide you with legal protections in disputes with other users. This waiver includes, but is not limited to, waiving any claims for damages, losses, or claims for equitable relief that could be asserted under Lebanese consumer protection laws or other applicable legal provisions.

10.3 Disputes Between Users

You acknowledge that Wazafk does not have any responsibility or obligation to resolve disputes between users, and any actions or legal proceedings arising from disputes between you and other users shall be resolved between the parties involved, without the involvement of Wazafk. Wazafk's role is limited to facilitating the platform's services and providing escrow payment services, and it does not assume any responsibility for the quality, outcome, or fulfillment of the services provided through the platform.

10.4 Limitation of Wazafk's Role

Wazafk is not responsible for the actions or inactions of users, including any disputes arising from service performance, quality, or any failure to meet expectations.

11. INDEMNIFICATION

11.1 Indemnification Obligation

You agree to indemnify, defend, and hold harmless Wazafk, its affiliates, subsidiaries, officers, directors, employees, agents, and licensors (collectively referred to as "Wazafk Entities") from and against any and all claims, actions, demands, losses, liabilities, damages, judgments, settlements, costs, expenses, and attorneys' fees (collectively "Claims") arising out of or in connection with:

• Your use of Wazafk platform and services;
• Your breach of these Terms and Conditions, including but not limited to any violation of the rights of other users or third parties;
• Your participation in any service contracts, including but not limited to your obligations to freelancers or clients;
• Any claims arising from your work products, deliverables, or services provided through the platform;
• Your failure to comply with applicable laws, rules, or regulations, including any failure to pay taxes or fees;
• Any allegations of negligence, fraud, or misconduct committed by you or your agents during your use of the platform;
• Any violation of third-party rights, including intellectual property rights, privacy rights, or contractual rights.

11.2 Scope of Indemnification

This indemnification obligation extends to any Claims related to or arising from your use of the platform, including the performance or non-performance of any service contracts entered into via the platform, and any actions taken by you in relation to the platform, whether authorized or not. You agree to promptly notify Wazafk of any claim that may be subject to this indemnification provision and cooperate fully in the defense or settlement of such claim.

11.3 Wazafk's Right to Control Defense

Wazafk reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification under this section. In such cases, you agree to cooperate with Wazafk in the defense of such matter and to provide all necessary assistance as reasonably requested by Wazafk.

12. AGREEMENT TERM AND TERMINATION

12.1 Termination Rights

Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party. Such termination will take effect immediately upon the notice being received by the other party unless otherwise specified in the notice.

12.2 Effect of Termination on Active Projects

In the event that you terminate this Agreement while having open or active service contracts, Wazafk shall proceed to close any and all open contracts associated with your account. You remain fully liable for the settlement of any outstanding payments or obligations related to such contracts, and the terms of this Agreement will remain in full force and effect until all projects are closed and all outstanding fees or payments are paid in full.

12.3 Termination for Breach

In the event of a breach of any material provision of this Agreement by you, Wazafk reserves the right to suspend or permanently terminate your access to the Platform, including, but not limited to, revoking your ability to use any services, deny future registration, or cancel your account. Wazafk may also take appropriate measures to notify other users regarding the status of your account, including disclosing the reason for your account termination if necessary to protect the integrity of the Platform.

12.4 Account Closure and Data Deletion

Upon the closure of your account, you will lose access to your account data, including all stored files, communications, and transaction histories. Wazafk reserves the right to delete your account and associated data. However, Wazafk may retain certain data, as required by applicable law or for legitimate business purposes, including, but not limited to, compliance with legal obligations, tax reporting, dispute resolution, or for internal business analytics.

12.5 Survival of Obligations

Notwithstanding the termination of this Agreement, the following obligations shall survive and remain enforceable:

• Arbitration obligations, should a dispute arise,
• Intellectual property rights,
• Non-circumvention obligations,
• Indemnification obligations,
• Payment of any accrued fees or reimbursements,
• Any limitation of liability clauses,
• Confidentiality requirements,
• Any other obligations that by their nature are intended to survive termination.

12.6 No Refunds Upon Termination

Termination of this Agreement does not entitle you to any refund for services already rendered or payments already processed. You remain liable for any amounts owed to Wazafk or other users as of the termination date.

12.7 Termination by Wazafk for Convenience or Change in Terms

Wazafk reserves the right to terminate this Agreement at any time for convenience, with prior written notice. In the event of any material changes to these Terms and Conditions, Wazafk may terminate this Agreement by providing notice to you, in which case you shall be entitled to a refund of any unused portion of services already paid for, subject to Wazafk's discretion and applicable law.

13. DISPUTES WITH WAZAFK

13.1 Dispute Resolution Process

In the event of any dispute or claim arising out of or relating to your use of Wazafk, including any issues regarding the terms and conditions of this Agreement, the parties agree to first attempt to resolve such disputes through informal negotiations. If the dispute cannot be resolved informally within (90) days from the date the dispute was first raised, the parties agree to resolve the dispute through binding individual arbitration as provided below.

13.2 Arbitration Agreement

By using Wazafk, you acknowledge and agree that any dispute or claim between you and Wazafk shall be resolved exclusively through binding individual arbitration, and not through a court trial or jury trial. This arbitration agreement applies to all disputes between the parties, whether based on contract, tort, or any other legal theory, except as otherwise stated in this section. Arbitration shall be conducted in Beirut, Lebanon, and the arbitration proceedings shall be conducted in the English language unless otherwise agreed by the parties.

13.3 Opting Out of Arbitration

You may opt out of the arbitration provision within 30 days of your registration on Wazafk by providing written notice to Wazafk. Such notice must include: (a) your account username, (b) your full name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement of your desire to opt out of arbitration. The written notice must be sent to Wazafk's legal department at legal@Wazafk.com. If you opt out of arbitration, this section will not apply to you, and you will retain the right to pursue disputes in a court of competent jurisdiction.

13.4 Procedure for Dispute Notification

Any disputes or claims must be initially notified to Wazafk via email at support@wazafk.com. Such notice should include: (a) your relevant account information, (b) a brief description of the claim, and (c) your contact details. Both parties shall have 90 days from the receipt of the notice to engage in good faith discussions and attempt to resolve the dispute informally. If the dispute remains unresolved after this period, the parties may proceed to arbitration as set forth herein.

13.5 Exclusions from Arbitration

The arbitration provision set forth in this section does not apply to claims for workers' compensation, state disability insurance, or unemployment insurance benefits, nor does it prevent users from seeking relief from governmental authorities or regulatory agencies. Users may also pursue claims in small claims court where such claims qualify, subject to the limitations outlined herein.

13.6 Arbitrator's Authority

The arbitrator selected to resolve the dispute shall have exclusive authority to determine the arbitrability of the claim, including whether the dispute is subject to arbitration under this Agreement. The arbitrator shall have the authority to award any remedies that would be available in court, subject to the limitations of liability set forth in these Terms and Conditions. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.7 Enforceability of Arbitration Provisions

In the event any portion of this arbitration provision is found to be unenforceable by a court of competent jurisdiction, the remainder of the arbitration provision shall remain enforceable, except with respect to the waiver of class actions. Should the class action waiver be deemed unenforceable, the parties agree that arbitration will proceed as individual claims, and no class or representative action will be permitted.

13.8 No Class Actions

You and Wazafk agree that disputes will be resolved only on an individual basis. Accordingly, you and Wazafk waive the right to bring, participate in, or seek relief through any class action, collective action, or representative action, whether in arbitration or in court. Any claims arising under this Agreement must be brought individually, and arbitration or court proceedings cannot be combined without the express written consent of all parties involved.

13.9 Amendment of Arbitration Provision

Any amendments to this arbitration provision will only apply prospectively and will not affect any claims that have already been initiated or are currently pending arbitration. Any amendments to this provision must be agreed to in writing by both parties.

14. ADDITIONAL TERMS OF THE AGREEMENT

14.1 Entire Agreement

This Agreement, including any documents incorporated herein by reference, constitutes the entire agreement between the user and Wazafk with respect to the services provided by Wazafk. It supersedes and replaces all prior or contemporaneous agreements, understandings, representations, or warranties, whether written or oral, relating to such services. No other agreements or representations, except as set forth in this Agreement, shall be binding upon the parties.

14.2 Modifications

Wazafk reserves the right to modify, amend, or update the Terms of Service at any time. Users will be notified of any substantial changes, including, but not limited to, changes to fees, via posting the revised Terms of Service on the website and sending a notification to users either through the Site or via email. A "Substantial Change" includes any increase in fees or charges, and such changes will take effect no sooner than 30 days after notice is provided. Non-substantial changes, such as temporary or promotional fee adjustments, may be implemented without advance notice. Continued use of the services after such changes shall constitute the user's acceptance of the modified terms.

14.3 Transfer of Rights

Users are prohibited from assigning, transferring, or sublicensing any of their rights or obligations under these Terms of Service to any third party without the prior written consent of Wazafk. Any such unauthorized transfer or assignment shall be void.

14.4 Invalidity and Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, such provision will be amended to the extent necessary to make it valid and enforceable, reflecting the parties' intent as closely as possible. The invalidity or unenforceability of any provision will not affect the remaining provisions of this Agreement, which shall remain in full force and effect.

14.5 Force Majeure

Neither party shall be held liable for any failure or delay in performance of their obligations under this Agreement, except for the payment of fees, to the extent such failure or delay is caused by a force majeure event, including but not limited to natural disasters, acts of government, war, terrorism, labor strikes, or technical failures beyond the party's control. In the event of a force majeure, the affected party shall notify the other party and take reasonable steps to resume performance of its obligations.

14.6 Language and Jurisdiction

These Terms of Service, including any related agreements, shall be interpreted and enforced in accordance with the laws of Lebanon. The English and Arabic versions of the Terms of Service shall be equally authoritative; however, in the case of a conflict or discrepancy between the two versions, the English version shall prevail. Users accessing the Site or the services from outside Lebanon do so at their own risk, and are solely responsible for ensuring their compliance with applicable local laws. Wazafk makes no representations or warranties regarding the appropriateness, legality, or availability of the services in jurisdictions outside of Lebanon.

14.7 Change in Eligibility

You agree to immediately cease using the Services and your access to the Services shall be revoked if you no longer meet the eligibility criteria set forth by Wazafk. Wazafk reserves the right to modify the eligibility criteria at its sole discretion and without notice. If your eligibility is revoked, Wazafk is not obligated to refund any fees previously paid, except as expressly stated in the Terms of Service.

14.8 Electronic Communications and Consent

By using the Services, you consent to receive electronic communications from Wazafk, including but not limited to, notices, agreements, statements, and disclosures ("Electronic Communications"). All such communications will be deemed to have been received by you when transmitted electronically, whether through email or posted on the Site. You agree that any requirement for a "written" communication under this Agreement is satisfied by such Electronic Communications. You further agree to maintain your current email address and other contact information with Wazafk to ensure the delivery of such communications.

DEFINITIONS:

• Client: The individual or entity who hires a Freelancer for services through Wazafk, and who is responsible for paying for those services upon completion. The Client may be a business, company, or any person seeking to procure services.
• Confidential Information: Any sensitive, proprietary, or private information disclosed between the parties in the course of their relationship, whether oral, written, or electronic, that must be protected from unauthorized disclosure. Confidential Information includes, but is not limited to, business strategies, financial information, project details, and any other data deemed confidential under the terms of this Agreement.
• Direct Contract: A contract created directly between the Client and Freelancer, bypassing Wazafk's platform for payment processing, project management, or other platform services. Any direct contract entered into is subject to Wazafk's Non-Circumvention policy and may incur penalties if terms are violated.
• Escrow Account: A secure, third-party account managed by Wazafk in which points are deposited by the Client for the purpose of ensuring payment for a service contract. The points will be held in escrow until all parties fulfill their respective obligations as outlined in the Escrow Instructions, after which they are released.
• Wazafk Wallet: Means the digital account made available through the Platform that enables a User to hold, receive, allocate, transfer, redeem, withdraw, and otherwise administer Points in connection with transactions conducted through the Platform.
• Point or "Wazafk Point": Means the internal unit of account utilized by Wazafk for the administration, allocation, holding, release, transfer, settlement, and redemption of value through the Platform. For accounting purposes only, one (1) Point shall have a nominal value equivalent to one United States Dollar (USD 1.00), unless otherwise specified by Wazafk.
• Wazafk Payment System: Means the integrated Wallet, Points, Escrow, funding, allocation, release, withdrawal, settlement, transaction administration, and payment facilitation mechanisms made available through the Platform, together with any related financial institutions, payment service providers, payment gateways, processors, banks, settlement partners, or other authorized service providers utilized by Wazafk in connection therewith.
• Escrow Instructions: The specific terms and conditions set by the Client and Freelancer that dictate how funds in an Escrow Account are managed, when funds are to be released, and under what circumstances. These instructions are binding on both the Client and Freelancer.
• Fixed-Price Contract: A contract where the price for the services to be provided is determined and agreed upon by both the Client and the Freelancer prior to the start of the project. The agreed-upon price is fixed and will not change during the course of the project unless otherwise mutually agreed.
• Freelancer: An individual who offers services to Clients through Wazafk platform. Freelancers may offer a wide range of services, including but not limited to graphic design, programming, writing, consulting, and more. Freelancers are responsible for fulfilling the terms of the service contracts they enter into with Clients.
• Freelancer Fees: The charges or commissions imposed by Wazafk on Freelancers for using the platform's services. These fees are deducted from the Freelancer's earnings upon completion of a service contract and may vary depending on the type of contract or other factors as specified in the Terms of Service.
• Freelancer Services: The services provided by Freelancers to Clients through Wazafk platform, as detailed in the service contracts entered into by both parties. Services may be provided on a fixed-price or hourly basis, and are subject to the terms agreed upon between the Client and Freelancer.
• Hourly Contract: A contract where payment is based on the hours worked by the Freelancer. The Freelancer must track and report the time worked, and payment is made based on the actual time spent on the project as reflected in the Freelancer's work history.
• Intellectual Property Rights: The legal rights granted to the creators of intellectual works, such as inventions, designs, trademarks, copyrights, and trade secrets. These rights cover both the ownership and use of any intellectual property created as part of the services provided under a service contract.
• Payment Method: The method by which a Client pays for services rendered by a Freelancer. Accepted payment methods may include credit cards, debit cards, wish Money Transfer, OMT, bank transfers, and any other payment methods supported by Wazafk.
• Project: The work or task for which a Client hires a Freelancer through the platform. A project may involve the delivery of a specific outcome, such as the completion of a design, code development, or written content, and is subject to the terms outlined in the service contract.
• Service Contract: An agreement between a Client and a Freelancer that outlines the scope of work, compensation, timeline, and other terms for the services to be provided. A service contract may be in the form of a fixed-price or hourly contract and is subject to Wazafk's policies and applicable terms.
• Substantial Change: A significant modification to the Terms of Service that may affect the User's experience or obligations on the platform. Such changes may include alterations to fee structures, new policies, or changes in the legal relationship between Wazafk and its Users.
• Wazafk App: Wazafk's mobile application that enables Users (Clients and Freelancers) to access and utilize the platform's services on mobile devices, such as smartphones and tablets. The app facilitates communication, project management, and payments between Clients and Freelancers.
• User Content: Any content, including text, images, video, code, feedback, or other materials, that a User uploads, posts, or shares on the platform. User Content remains the intellectual property of the User but is granted a license to Wazafk for the purpose of operating and promoting the platform.
• Work Product: The final output or deliverables created by a Freelancer as part of the services provided to a Client. This may include designs, documents, software code, or other items created during the course of fulfilling the service contract.