RWAJ PLATFORM - TERMS OF SERVICE

PREAMBLE

Welcome to Rwaj (hereinafter referred to as "Rwaj", "Platform", "Service", "We", "Us", or "Our"). Rwaj is an online social marketplace, including website and mobile applications, operated by [ROWAGE AL-DHAKIA], a company registered in the Kingdom of Saudi Arabia under Commercial Registration number [4030547434], with its registered address at [Jeddah, Kingdom of Saudi Arabia].

These Terms of Service (hereinafter referred to as "Terms") govern Your access to and use of the Rwaj Platform and all services offered therein, including but not limited to browsing, account registration, listing items, selling, purchasing, participating in auctions, and using our livestreaming features.

By accessing, registering, or using any part of the Platform, You, whether as a visitor, buyer, Seller, or any other user (hereinafter collectively referred to as "User", "You", or "Your"), signify Your unconditional agreement to be bound by these Terms, Our Privacy Policy, and any other policies, guidelines, or rules referenced herein or published by Us on the Platform from time to time. These documents collectively form a legally binding agreement between You and Rwaj.

MODIFICATION OF TERMS: Rwaj reserves the absolute and unconditional right to modify, amend, update, suspend, or terminate these Terms, the Platform, or any part of the services offered, at any time and at its sole discretion, without prior individual notice, unless such notice is mandated by applicable law. Such modifications shall become effective immediately upon being published or made available on the Platform or through other reasonable means of notification.

ACCEPTANCE OF MODIFICATIONS: YOUR CONTINUED ACCESS TO OR USE OF THE PLATFORM OR ITS SERVICES AFTER ANY SUCH MODIFICATIONS ARE POSTED OR MADE AVAILABLE SHALL CONSTITUTE YOUR UNCONDITIONAL ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THE MODIFIED TERMS. IT IS YOUR SOLE RESPONSIBILITY TO REVIEW THESE TERMS AND ANY ASSOCIATED POLICIES REGULARLY TO STAY INFORMED OF ANY CHANGES. IF YOU DO NOT AGREE TO THE MODIFIED TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE PLATFORM AND ITS SERVICES.

RWAJ MAY ESTABLISH, AMEND, SUSPEND, OR TERMINATE ANY REFERRAL, AFFILIATE, OR COMMISSION PROGRAM AT ITS SOLE DISCRETION, AT ANY TIME, WITH OR WITHOUT NOTICE. USERS, SELLERS, OR AGENTS ACKNOWLEDGE AND AGREE THAT SUCH PROGRAMS ARE PROVIDED AS OPTIONAL PROMOTIONAL OPPORTUNITIES AND DO NOT CREATE ANY VESTED RIGHTS OR ENTITLEMENTS. ACCORDINGLY, USERS, SELLERS, OR AGENTS SHALL NOT INITIATE OR PURSUE ANY LEGAL ACTION, CLAIM, OR DEMAND AGAINST RWAJ, ITS AFFILIATES, OR REPRESENTATIVES ARISING OUT OF, OR IN CONNECTION WITH, ANY MODIFICATION, SUSPENSION, OR TERMINATION OF THESE PROGRAMS.

The preamble forms an integral part of these Terms and shall be read and interpreted in conjunction with all other provisions.

1. DEFINITIONS

Unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

• "Affiliate": Any natural or legal person who participates in Rwaj's affiliate marketing programs, as governed by separate Affiliate Program Terms.
• "Auction": A sale process on the Platform where items are sold to the highest bidder within a specified timeframe.
• "Buyer": A User who purchases or attempts to purchase Goods on the Platform.
• "Content": Any information, data, text, graphics, images, audio clips, video clips (including livestreams), listings, reviews, messages, software, and other materials uploaded, submitted, posted, transmitted, or otherwise made available by Users or Rwaj on or through the Platform.
• "Goods": Tangible items, including antiques, collectibles, art, fashion, and other approved categories of products listed for sale on the Platform.
• "Intellectual Property Rights": All patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
• "KSA": The Kingdom of Saudi Arabia.
• "Livestreaming": The feature on the platform that allows Sellers to broadcast live video content to promote and sell Goods.
• "Personal Data": Any data, regardless of its source or form, that may lead to identifying an individual specifically, or that may directly or indirectly make it possible to identify an individual, including name, personal identification number, addresses, contact numbers, license numbers, records, personal assets, bank and credit card numbers, photos and videos of an individual, and any other data of personal nature.
• "PDPL": The Personal Data Protection Law of the Kingdom of Saudi Arabia, as amended or replaced from time to time.
• "Platform": Rwaj's digital marketplace, accessible via its website (e.g., www.rwaj.co) and associated mobile applications.
• "Privacy Policy": Rwaj's Privacy Policy, which details how We collect, use, store, and protect personal data, and which is incorporated by reference into these Terms.
• "Prohibited Items": Goods or Content that are illegal, counterfeit, hazardous, culturally or religiously offensive in KSA, or otherwise violate Rwaj's policies, including the Prohibited & Restricted Items Policy.
• "Rwaj Wallet": means the digital balance account provided to each Seller on the Platform, where sales proceeds, adjustments, and deductions are recorded. Funds in the Rwaj Wallet are not interest-bearing and can only be withdrawn by the Seller in accordance with the Payout and Withdrawal terms of this Agreement.
• "Seller": A User who lists, offers for sale, or sells Goods on the Platform.
• "Services": All functionalities, features, tools, and services provided by Rwaj through the Platform.
• "Sharia": Islamic law, principles, and jurisprudence.
• "SCCA": The Saudi Center for Commercial Arbitration.
• "User Account": The account registered by a User on the Platform to access certain Services.

2. SCOPE OF SERVICES

2.1.

Rwaj provides an online platform that connects Sellers who wish to offer Goods for sale with Buyers who wish to purchase such Goods. Services include facilitating listings, auctions, direct sales, Livestreaming, payment processing (as an intermediary), and communication tools.

2.2.

Rwaj is primarily a facilitator of transactions between Buyers and Sellers. Rwaj is not the seller of record for Goods sold by third-party Sellers, unless explicitly stated. Rwaj does not own, inspect, or take possession of Goods listed by Sellers, nor does it guarantee the quality, safety, legality, or authenticity of such Goods, except as may be provided under specific Buyer Protection policies.

2.3.

Rwaj may, from time to time, offer additional services or features, which will also be governed by these Terms or by supplemental terms.

3. USER ACCOUNT REGISTRATION AND SECURITY

3.1. Eligibility:

To register for a User Account and use certain Services, You must be at least 18 years of age and possess the legal capacity to enter into binding contracts under the laws of KSA. If You are registering as a business entity, You represent that You have the authority to legally bind that entity.

3.2. Account Creation:

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.3. Account Responsibilities:

You are solely responsible for maintaining the confidentiality of Your User Account credentials (including username and password) and for all activities that occur under Your User Account. You agree to notify Rwaj immediately of any unauthorized use of Your User Account or any other breach of security.

3.4. Account Transfer:

User Accounts are non-transferable. You may not sell, assign, or otherwise transfer Your User Account to another party without Rwaj's prior written consent.

3.5. Verification:

Rwaj reserves the right to verify User information and may request additional documentation or information for this purpose. Failure to comply with such requests may result in suspension or termination of Your User Account.

4. USER OBLIGATIONS (GENERAL)

By using the Platform, You agree to:

4.1.

Comply with all applicable laws and regulations in KSA, including but not limited to the E-Commerce Law, Anti-Cyber Crime Law, PDPL, and regulations concerning consumer protection, trade, and taxation.

4.2.

Adhere strictly to Islamic Sharia principles in all Your activities on the Platform. This includes, but is not limited to, refraining from listing, selling, buying, or promoting Goods or Content that are considered Haram (forbidden) or contradict Islamic values.

4.3.

Use the Platform and Services in good faith and for lawful purposes only.

4.4.

Provide accurate, truthful, and up-to-date information in Your listings, communications, and User Account details.

4.5.

Respect the Intellectual Property Rights of Rwaj and third parties.

4.6.

Cooperate with Rwaj in any investigations related to potential breaches of these Terms or applicable laws.

4.7.

Be responsible for all taxes, duties, or governmental levies applicable to Your activities on the Platform.

5. SELLER SPECIFIC OBLIGATIONS

In addition to the general User obligations, if You use the Platform as a Seller, You agree to:

5.1.

Comply with the Seller Agreement and Seller Code of Conduct (which will be provided as separate documents and are incorporated herein by reference).

5.2.

Ensure all Goods listed are accurately and comprehensively described, including their condition, origin (if known), and any flaws.

5.3.

Only list Goods that You own and have the legal right to sell.

5.4.

Adhere to Rwaj's Prohibited & Restricted Items Policy.

5.5.

Fulfill orders promptly and professionally, in accordance with the Shipping & Delivery Policy.

5.6.

Handle Buyer inquiries, returns, and refunds in accordance with Rwaj's policies, including the Returns & Refunds Policy.

5.7.

Comply with all rules and guidelines related to Livestreaming as set out in the Live Streaming Policy.

5.8.

Be responsible for the authenticity and quality of the Goods You offer.

5.9.

Provide any requested proof of authenticity, invoices, or any other documentation to verify Seller claims. Failure to provide such proof may result in immediate account suspension.

6. BUYER SPECIFIC OBLIGATIONS

In addition to the general User obligations, if You use the Platform as a Buyer, You agree to:

6.1.

Read the full item description and any specific terms of sale before making a purchase or placing a bid.

6.2.

Make timely payment for any Goods purchased, including applicable taxes, shipping costs, and other charges.

6.3.

Inspect Goods upon delivery and report any issues (e.g., damage, significant discrepancy from description, non-delivery) to Rwaj and the Seller within three (3) calendar days of confirmed delivery, in accordance with the Buyer Protection Policy. Failure to do so within this timeframe may affect Your eligibility for remedies.

6.4.

Understand that bids placed in an Auction are binding commitments to purchase if You are the winning bidder.

7. PLATFORM RULES AND PROHIBITED CONDUCT

You must not, and must not attempt to, directly or indirectly:

7.1.

Use the Platform for any unlawful, fraudulent, or malicious purpose.

7.2.

Post, list, transmit, distribute, or otherwise make available any Content or Goods that:

• are illegal under the laws of the Kingdom of Saudi Arabia or any other applicable jurisdiction;
• are contrary to Islamic Sharia principles (including, without limitation, alcohol, pork products, gambling-related items, items promoting usury/Riba, pornography, or idols);
• are counterfeit, stolen, or infringe upon any third party's Intellectual Property Rights;
• are defamatory, libelous, threatening, harassing, abusive, hateful, or discriminatory;
• are obscene, indecent, or pornographic;
• are misleading, false, or deceptive;
• are harmful, including content containing viruses, malware, spyware, or any other malicious code; or
• are in violation of Rwaj's Prohibited & Restricted Items Policy or Content & Behavior Guidelines.

7.3.

Engage in any activity that could damage, disable, overburden, or impair the Platform or interfere with any other User's use and enjoyment of the Platform.

7.4.

Circumvent or attempt to circumvent any security measures, technical safeguards, or access restrictions implemented by Rwaj.

7.5.

Use any automated means (e.g., bots, scrapers, spiders) to access the Platform, collect data, or interact with the Services without Rwaj's prior express written permission.

7.6.

Engage in spamming, phishing, or unsolicited advertising.

7.7.

Create multiple User Accounts for deceptive purposes or to circumvent suspensions or restrictions.

7.8.

Manipulate prices, auction processes, or feedback/review systems.

7.9.

Encourage or facilitate transactions outside of the Rwaj Platform (fee avoidance) for Goods initially discovered or offered on the Platform.

7.10.

Collect or harvest personal data of other Users without their explicit consent and in violation of the PDPL and Our Privacy Policy.

7.11.

Engage in any activity that could bring Rwaj into disrepute or harm its reputation.

Rwaj reserves the right to investigate and take appropriate action, including but not limited to removing Content, suspending or terminating User Accounts, and reporting to law enforcement authorities, for any violation of these prohibitions or any other part of these Terms, without liability or prior notice to You.

8. CONTENT AND INTELLECTUAL PROPERTY

8.1. Rwaj's Intellectual Property:

All content, features, and functionality included in or made available through the Platform – including but not limited to text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, software, and the compilation thereof (collectively, "Rwaj Content") – are the exclusive property of Rwaj, its affiliates, partners, or licensors, and are protected by KSA copyright, trademark, and other intellectual property laws, as well as international conventions. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Rwaj Content without Our prior written consent.

8.2. User-Generated Content (UGC):

You retain ownership of the Intellectual Property Rights in the Content You submit, post, or display on or through the Platform ("Your Content"). By submitting, posting, or displaying Your Content on or through the Platform, You grant Rwaj a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Content in connection with operating, providing, improving, marketing, and promoting the Platform and its Services. This license is solely for these purposes. You represent and warrant that: (i) You own or control all rights in and to Your Content and have the right to grant the license granted above to Us; (ii) Your Content does not infringe or violate the Intellectual Property Rights, privacy rights, publicity rights, or any other rights of any third party; (iii) Your Content is accurate and not misleading; and (iv) Your Content complies with these Terms and all applicable laws, including Sharia principles. Rwaj does not endorse and is not responsible for any UGC. We reserve the right, but are not obligated, to monitor, review, edit, or remove UGC at Our sole discretion.

8.3. Intellectual Property Infringement:

Rwaj respects the Intellectual Property Rights of others. If You believe that Your Intellectual Property Rights have been infringed on the Platform, please notify Us in accordance with Our Intellectual Property Policy.

9. FEES, PAYMENTS, AND COMMISSIONS

9.1. Fees:

Joining Rwaj and browsing listings is generally free. However, Rwaj charges fees for certain Services, primarily a commission on sales made through the Platform.

9.2. Commission:

Sellers agree to pay Rwaj a commission on the total transaction value (including the price of the Goods and any other amounts charged to the Buyer, excluding taxes and shipping costs that are passed through directly, unless otherwise specified). The standard commission rate is eight percent (8%) of the transaction value. Different rates may apply to certain categories of Goods, promotional periods, or for top-performing Sellers, as communicated by Rwaj. All applicable commissions will be detailed in the Seller Agreement or other fee schedules published on the Platform.

9.3. Payment Processing:

Buyers will pay for Goods and associated costs (shipping, taxes) through the payment methods integrated into the Platform. Rwaj acts as an intermediary for payment processing. Funds paid by Buyers will be held by Rwaj or its authorized payment processor. Payouts to Sellers will be made after deducting Rwaj's commission, any applicable fees (e.g., payment processing fees, withdrawal fees), chargebacks, refunds, and other adjustments. Funds will typically be released to the Seller's designated account after: (i) confirmation of delivery of the Goods to the Buyer; (ii) expiration of the Buyer's 3-day inspection/dispute period without a valid dispute being raised; and (iii) resolution of any raised disputes, if applicable. Specific payout timelines and procedures are outlined in the Payment Terms & Conditions.

9.4. Taxes:

All fees are exclusive of any applicable taxes (e.g., Value Added Tax - VAT). Users are responsible for determining and paying their own tax liabilities arising from their activities on the Platform, in accordance with KSA tax laws. Rwaj may be required to collect and remit VAT on its fees or on transactions as mandated by law.

9.5. Payment Disputes:

Any disputes related to payments or fees should be raised with Rwaj customer support.

9.6. Modifications to Fees:

Rwaj reserves the right to change its fees or commission rates at its sole discretion. Any changes will be communicated to Users in advance, typically by posting on the Platform or via email.

10. SHIPPING, DELIVERY, RETURNS, AND REFUNDS

10.1. Shipping and Delivery:

Sellers are responsible for accurately describing their shipping options, costs, and estimated delivery times. These matters are further detailed in Our Shipping & Delivery Policy. Rwaj may facilitate access to third-party shipping providers but is not responsible for their services.

10.2. Returns and Refunds:

Eligibility for returns and refunds is governed by Our Returns & Refunds Policy and the Buyer Protection Policy. Buyers must report issues within three (3) calendar days of delivery. Sellers must comply with these policies.

10.3. Disputes Between Users:

In the event of a dispute between a Buyer and a Seller (e.g., regarding item condition, non-delivery), Users are encouraged to first attempt to resolve the issue amicably between themselves. If a resolution cannot be reached, either party may escalate the dispute to Rwaj. Rwaj will attempt to mediate the dispute based on these Terms and associated policies. Rwaj's decision in such mediations will be binding on the Users, subject to any overriding rights under applicable law or the formal dispute resolution process outlined in Section 16. Rwaj may require Users to provide evidence (photos, documentation, etc.) to support their claims.

11. LIVESTREAMING

11.1.

Sellers may use the Livestreaming feature subject to Rwaj's Live Streaming Policy.

11.2.

All content broadcast during Livestreaming must comply with these Terms, particularly the Prohibited Conduct (Section 7) and Content (Section 8) clauses, and adhere to Sharia principles.

11.3.

Rwaj reserves the right to monitor Livestreams and terminate any broadcast or suspend/terminate the Seller's access to this feature for violations.

12. AFFILIATE AND REFERRAL PROGRAMS

12.1.

Rwaj may offer various affiliate and referral programs. Participation in these programs is subject to specific terms and conditions for each program (e.g., Affiliate Program Terms, Buyer Referral Program Terms, Seller Referral Program Terms), which are separate from these general Terms of Service.

12.2.

This includes programs for: Users referring new Buyers. Users referring new Sellers. Influencers and marketing Affiliates promoting the Platform or specific Goods. Offline sales agents recruiting Sellers (governed by a separate Sales Agent Agreement).

13. PRIVACY AND DATA PROTECTION

13.1.

Rwaj is committed to protecting Your privacy and personal data. Our collection, use, storage, disclosure, and protection of Your personal information are governed by Our Privacy Policy, which is incorporated by reference into these Terms.

13.2.

By using the Platform, You consent to the processing of Your personal data as described in the Privacy Policy, in compliance with the PDPL and, where applicable, considering principles of other relevant data protection regulations like GDPR for international best practices.

13.3.

You are responsible for ensuring that any personal data You provide to or through the Platform (including data of third parties) is collected and shared in compliance with applicable data protection laws.

14. DISCLAIMERS AND LIMITATION OF LIABILITY

14.1. "AS IS" AND "AS AVAILABLE":

THE PLATFORM, ALONG WITH ALL RWAJ CONTENT, INFORMATION, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), AND ANY SERVICES MADE AVAILABLE TO YOU THROUGH THE PLATFORM, ARE PROVIDED BY RWAJ ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS EXPRESSLY STATED OTHERWISE IN WRITING. RWAJ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE OPERATION OF ITS SERVICES OR THE INFORMATION, RWAJ CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES MADE AVAILABLE THROUGH THEM, UNLESS SPECIFICALLY STATED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK.

14.2. NO WARRANTIES:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RWAJ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. RWAJ DOES NOT WARRANT THAT ITS SERVICES, RWAJ CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM RWAJ WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

14.3. TRANSACTIONS BETWEEN USERS:

RWAJ IS NOT A PARTY TO THE TRANSACTIONS BETWEEN BUYERS AND SELLERS. RWAJ HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE EXISTENCE, QUALITY, SAFETY, AUTHENTICITY, OR LEGALITY OF ITEMS ADVERTISED; THE TRUTH OR ACCURACY OF USERS' CONTENT OR LISTINGS; THE ABILITY OF SELLERS TO SELL ITEMS; THE ABILITY OF BUYERS TO PAY FOR ITEMS; OR THAT A BUYER OR SELLER WILL ACTUALLY COMPLETE A TRANSACTION OR RETURN AN ITEM.

14.4. LIMITATION OF LIABILITY:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RWAJ, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ITS SERVICES OR FROM ANY INFORMATION, RWAJ CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES MADE AVAILABLE THROUGH RWAJ. THIS INCLUDES, BUT IS NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION), EVEN IF RWAJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS OTHERWISE EXPLICITLY STATED IN WRITING OR MANDATED BY KSA LAW.

14.5. MAXIMUM LIABILITY:

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, RWAJ IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM OR ANY CONTENT OR SERVICES, RWAJ'S TOTAL LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF COMMISSIONS PAID BY YOU (IF A SELLER) OR TO YOU (IF AN AFFILIATE) IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) FIVE HUNDRED SAUDI RIYALS (SAR 500).

14.6.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to You if prohibited by applicable KSA law.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Rwaj, its parent company, subsidiaries, affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, judgments, awards, demands, costs, or expenses (including reasonable attorneys' fees and legal costs) arising out of or related to:

(a)

Your breach of these Terms or any policies or agreements referenced herein;

(b)

Your violation of any applicable law, regulation, or third-party right (including Intellectual Property Rights and privacy rights);

(c)

Your misuse of the Rwaj Platform or Services (including any negligent or wrongful conduct);

(d)

Your Content, including any claim that Your Content caused damage to a third party; or

(e)

Any dispute or issue between You and another User. This indemnification obligation will survive the termination of these Terms and Your use of the Platform. Rwaj reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Rwaj in asserting any available defences.

16. TERM, TERMINATION, AND SUSPENSION

16.1. Term:

These Terms shall commence upon Your first access or use of the Platform and shall remain in full force and effect until terminated by either You or Rwaj as set forth herein.

16.2. Termination by You:

You may terminate Your agreement to these Terms by deactivating Your User Account and ceasing all use of the Platform and Services.

16.3. Termination or Suspension by Rwaj:

Without Cause: Rwaj may, at its sole discretion, suspend or terminate Your User Account and access to the Platform or Services, in whole or in part, at any time and for any reason or no reason, by providing notice (which may be electronic) to You. Such termination shall be effective immediately upon delivery of notice or as otherwise specified in the notice and shall not give rise to any liability or obligation on the part of Rwaj, including for compensation, damages, or loss of anticipated profits.

For Cause: Rwaj may immediately suspend or terminate Your User Account and access to the Platform or Services if: (i) You commit a material breach of these Terms or any associated policies, and, if such breach is capable of remedy, fail to remedy it within seven (7) calendar days of receiving written notice demanding remedy (unless a shorter period or immediate termination is warranted by the severity of the breach); (ii) You become insolvent, enter into any arrangement with Your creditors, are subject to bankruptcy, liquidation, administration, or similar proceedings, or cease or threaten to cease business operations; (iii) Rwaj reasonably believes Your actions may cause legal liability for You, other Users, or Rwaj; (iv) Rwaj is required to do so by law or by a governmental authority; or (v) You engage in fraudulent, deceptive, or illegal activities.

16.4. Effect of Termination:

Upon termination of these Terms for any reason:

• Your right to access and use the Platform and Services shall immediately cease.
• All outstanding amounts due to Rwaj shall become immediately payable.
• Any remaining credit balance in Your User Account may be forfeited or handled in accordance with Rwaj's policies and applicable law.
• All rights and licenses granted by You to Rwaj under these Terms (e.g., for Your Content) may continue for the purposes for which they were granted, especially if Your Content has been shared or is part of ongoing Platform operations, unless otherwise agreed or required to be deleted by law.
• Rwaj may delete Your User Account information and Content, subject to its data retention policies and legal obligations.
• Provisions of these Terms that, by their nature, are intended to survive termination (including but not limited to Sections 8 (Intellectual Property), 9 (Fees, to the extent of outstanding payments), 14 (Disclaimers & Limitation of Liability), 15 (Indemnity), 16.4 (Effect of Termination), 17 (Governing Law and Dispute Resolution), and 19 (General Provisions)) shall remain in full force and effect.

16.5. Post-Termination Obligations:

Termination shall be without prejudice to any rights or obligations of either party that accrued as of the date of termination.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. Governing Law:

These Terms, Your use of the Platform, and any dispute, controversy, or claim arising out of or relating to them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

17.2. Amicable Negotiation:

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, including its interpretation, performance, breach, termination, or validity (a "Dispute"), the parties shall first attempt to resolve such Dispute amicably through good faith negotiations within thirty (30) calendar days from the date either party notifies the other party in writing of such Dispute.

17.3. Arbitration:

If the Dispute is not resolved through amicable negotiation within the aforementioned thirty (30) day period, then the Dispute shall be finally and exclusively resolved by arbitration administered by the Saudi Center for Commercial Arbitration (SCCA) in accordance with its Arbitration Rules in effect at the time the arbitration is initiated. The number of arbitrators shall be one (1), unless the SCCA determines, in its discretion, that a panel of three (3) arbitrators is appropriate given the complexity or value of the Dispute. The seat, or legal place, of arbitration shall be Riyadh, Kingdom of Saudi Arabia. The language of the arbitration shall be Arabic. If documents are in English, they may be submitted in English, but the arbitral tribunal may require translation into Arabic at its discretion or upon request by a party. The arbitral award rendered by the SCCA shall be final, binding on the parties, and non-appealable. Judgment on the award may be entered in any court having jurisdiction thereof.

17.4. Confidentiality:

The parties agree that all arbitration proceedings, including any awards, shall be kept confidential, except as may be necessary to enforce an arbitral award or as required by law.

17.5. Injunctive Relief:

Notwithstanding the foregoing, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (b) pursue an enforcement action through the applicable local agency if that action is available.

18. FORCE MAJEURE

18.1.

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure is due to an event beyond its reasonable control, which could not have been foreseen or, if foreseen, was unavoidable ("Force Majeure Event").

18.2.

Force Majeure Events include, but are not limited to, acts of God, natural disasters (e.g., floods, earthquakes, epidemics, pandemics), war, terrorism, riots, civil unrest, embargoes, acts of civil or military authorities, governmental actions or decrees, fires, labor strikes or disputes, power failures, internet or telecommunication outages, or failures of third-party service providers (e.g., payment processors, shipping companies) that are not subcontractors of the affected party.

18.3.

The party affected by a Force Majeure Event shall notify the other party as soon as practicable and shall use reasonable efforts to mitigate the effects of the event. Performance of obligations shall be excused for the duration of the Force Majeure Event. If the event continues for more than sixty (60) consecutive days, either party may terminate these Terms by written notice to the other.

19. GENERAL PROVISIONS

19.1. Entire Agreement:

These Terms, together with the Privacy Policy and all other policies, agreements, and guidelines incorporated by reference herein, constitute the entire agreement between You and Rwaj with respect to Your use of the Platform and Services, and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

19.2. Assignment:

You may not assign or transfer Your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without Rwaj's prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and void. Rwaj may assign or transfer its rights and obligations under these Terms, in whole or in part, at its sole discretion, without restriction or notice to You, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

19.3. Severability:

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

19.4. Waiver:

If Rwaj waives any term or condition in these Terms, it does not mean that Rwaj waives that term in the future or any other term. Even if Rwaj does not enforce a right or provision, it does not mean that the right or provision is waived. A waiver is valid only if it is in writing and signed by an authorized representative of Rwaj.

19.5. Notices and Communication:

Rwaj may provide You with notices, including those regarding changes to these Terms, by email, regular mail, postings on the Platform, or other reasonable means now known or hereafter developed. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing. Legal notices to Rwaj must be sent in writing to: [ROWAGE AL-DHAKIA] Attn: Legal Department [Business Advanced Centre- khalid bin Alwaleed street, Jeddah, Kingdom of Saudi Arabia] Email: support@rwaj.co (with a copy sent by registered mail for formal legal notices)

19.6. Relationship of the Parties:

Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between You and Rwaj.

19.7. Language:

These Terms are drafted in the English language. If these Terms are translated into any other language (including Arabic, as intended for the Platform), the English version shall prevail in the event of any ambiguity or conflict between the English version and the translated version, unless KSA law expressly requires the Arabic version to prevail. The client has requested both Arabic and English versions; it is understood that an official Arabic translation will be prepared and, where required by KSA law, the Arabic version will be the authoritative text.

19.8. Headings:

The headings used in these Terms are for convenience only and shall not affect the interpretation of these Terms.

19.9. Third-Party Rights:

These Terms do not and are not intended to confer any rights or remedies upon any person other than You and Rwaj, except as expressly stated herein (e.g., Indemnified Parties).

19.20.

Rwaj may use artificial intelligence technologies to support certain features of the Platform, including but not limited to pricing suggestions, content moderation, and customer support. Some decisions, recommendations, or actions may therefore be AI-assisted. While Rwaj seeks to ensure fairness and accuracy, AI tools may not always be error-free.

20. CONTACT INFORMATION

If You have any questions, feedback, or concerns regarding these Terms or the Rwaj Platform, please contact Us at:

Rwaj Customer Support

Email: support@rwaj.co

For legal notices, please refer to Section 19.5.