Waafir Terms and Conditions

(User Agreement)

Welcome to Waafir! These Terms and Conditions ("Terms") set out the rules for using our Virtual Data Room (VDR) and dealtech platform. By signing up, accessing, or using Waafir, you agree to follow these Terms. Please read them carefully.

Last updated: November 2025

1. The Service and Our Role

1.1. Who We Are Waafir is operated by Nairang ExoCap - FZCO, registered in the United Arab Emirates ("we", "our", "us").

1.2. What Waafir Provides We provide a secure online space where startups, investors, and other authorized parties can share, manage, and review confidential documents and information related to potential business opportunities.

1.3. Disclaimer, Regulatory Status, and No Financial Advice Regulatory Status: Waafir is not regulated by any financial or securities authority. We are a technology platform only, and our services do not constitute regulated activities.

No Financial Advice: Waafir is a technology platform only. We are not a financial advisor, investment broker, licensed securities platform, or legal counsel. Nothing on Waafir should be considered financial, legal, or investment advice. We do not guarantee any funding, investments, or business outcomes. Users are solely responsible for their own decisions and due diligence.

2. User Eligibility and Account

2.1. Eligibility You must be at least 18 years old and legally able to enter into agreements. If you are using Waafir on behalf of a company (the "Organization"), you confirm that you are authorized to represent that Organization and bind it to these Terms.

2.2. Account Information You must provide accurate and complete information when creating your account and keep it updated.

2.3. Access Control and Security

Strong Authentication: You are required to use strong passwords and, where available, enable Multi-Factor Authentication (MFA).
Credentials: You must keep your login credentials secure and confidential. You must not share your account with any other person or entity.
Reporting: You must immediately notify Waafir of any unauthorized access or suspicious activity on your account.

3. Acceptable Use Policy

3.1. Prohibited Activities You agree not to use Waafir to:

Break any applicable law or encourage others to do so.
Upload, share, or distribute content that is illegal, offensive, harmful, defamatory, or infringes on any third party's rights.
Attempt to hack, disrupt, or overload Waafir's systems, including any form of denial-of-service attack.
Access accounts or data you are not expressly authorized to see.
Copy, scrape, or resell Waafir's services or any data contained within, including using automated tools or bots.
Misrepresent yourself, your Organization, or your affiliation with any entity.
Harass, threaten, or abuse other users.

3.2. Fair Usage of AI Functionality Waafir may offer features powered by Artificial Intelligence (AI) that are resource-intensive. Your use of these AI features is subject to a Fair Usage Policy.

Purpose: AI features are provided to enhance your legitimate VDR and deal-related activities (e.g., document summarization, Q&A).
Abuse: You must not use AI features for non-deal-related purposes, excessive or automated querying, or any activity designed to circumvent usage limits or incur disproportionate costs to Waafir.
Remedy: Waafir reserves the right to monitor AI usage and, in cases of suspected abuse or excessive cost generation, may throttle, suspend, or terminate access to the AI features or the entire account, with or without notice.

3.3. Prohibition of Multi-Organizational Use

Single Organization: Each paid subscription (especially Enterprise-tier subscriptions offering unlimited resources) is intended for the exclusive use of a single, distinct legal entity or Organization as named in the subscription agreement.
No Sharing: You may not use a single subscription to cover the VDR or data management needs of multiple, separate legal entities, subsidiaries, or clients, even if they are related or managed by the same individual or advisory firm.
Violation: Any use of a single subscription to serve the needs of more than one Organization constitutes a material breach of these Terms and may result in immediate termination of the service without refund.

4. Confidentiality and Data

4.1. Confidential Information Information shared on Waafir (including pitch decks, financials, business strategies, investor details, and private communications) is considered Confidential Information.

4.2. User Obligations By using Waafir, you agree to:

Use Confidential Information solely for the purpose of evaluating potential business opportunities.
Not disclose, copy, download, or redistribute Confidential Information outside the platform unless expressly permitted by the owner of the information.
Acknowledge that Waafir is not responsible for how other users handle information you choose to share.

4.3. Waafir's Role Waafir provides the secure platform. We do not verify the accuracy of materials uploaded by users. Our employees may only access client data if required for support, security, or legal reasons, and such access is logged and approved.

4.4. Data Retention and Deletion We retain data as described in our Privacy Policy. Upon account closure, we will delete or anonymize your data within 30 days, unless retention is required for legal, compliance, or security reasons.

5. Intellectual Property

5.1. Waafir's IP Waafir owns all rights in the platform, branding, technology, and all content created by Waafir.

5.2. User Content You retain ownership of the content you upload ("User Content"). You grant Waafir a worldwide, non-exclusive, royalty-free license to host, display, and use the User Content solely as necessary to provide the services under these Terms.

6. Payments and Fees

6.1. Fees Some features require a subscription or fee. Pricing will be shown before you purchase.

6.2. Refunds Payments are non-refundable unless otherwise required by law or explicitly stated in your subscription agreement.

7. Limitation of Liability and Indemnity

7.1. Disclaimer of Warranties Waafir provides the platform "as is" and "as available" without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We make no guarantees that the service will always be available, error-free, or secure.

7.2. Limitation of Liability To the maximum extent permitted by law, Waafir accepts no liability for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising from your use of the platform. This includes, but is not limited to, damages resulting from investment decisions, business losses, or any failure of security. Our total liability to you for any claim arising out of or relating to these Terms will not exceed the amount you have paid us in the twelve (12) months preceding the event giving rise to the claim.

7.3. Indemnity You agree to indemnify and hold harmless Waafir from any claims, damages, losses, or costs (including reasonable attorney's fees) arising from your breach of these Terms, your misuse of the service, or your violation of any law or the rights of a third party.

8. Termination

8.1. Termination by User You can close your account at any time by contacting us.

8.2. Termination by Waafir We may suspend or terminate your account immediately, with or without notice, if you breach these Terms, including the Acceptable Use Policy or the Fair Usage Policy.

9. Governing Law and Dispute Resolution

9.1. Governing Law These Terms are governed by the laws of the United Arab Emirates.

9.2. Dispute Resolution Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre. The language to be used in the arbitration shall be English.

10. Changes to These Terms

We may update these Terms from time to time. We will notify you of any significant changes by posting the new Terms on Waafir and, where appropriate, by email. Your continued use of Waafir after changes are posted means you accept the new Terms.

11. Contact Us

If you have any questions about these Terms, please contact us at support@waafir.io.