COACH AGREEMENT

اتفاقية مقدم الخدمة

Tamreen Platform Tamreen Sports Consulting Company (شركة تمرين للاستشارات الرياضية)

Document Version: 1.1 Template Effective Date: May 8, 2026

PREAMBLE

This Coach Agreement ("Agreement") governs the relationship between Tamreen Sports Consulting Company and each individual Service Provider who is approved to offer services and Programs through the Tamreen Platform. It establishes the independent contractor relationship, intellectual property ownership, payment and commission terms, content obligations, data handling responsibilities, and all mutual rights and obligations between the parties.

This Agreement must be executed by both parties before any Program created by the Service Provider may be published or made accessible to Users on the Platform.

Governing Law: This Agreement is governed by the laws of the State of Kuwait, including the Kuwait Civil Code (Decree No. 67 of 1980), the Kuwait Commercial Code (Decree No. 68 of 1980), the Kuwait Labor Law (Law No. 6 of 2010), the Kuwait Copyright Law (Law No. 64 of 1999, as amended), and the Kuwait Electronic Transactions Law (Law No. 20 of 2014).

PARTIES

This Agreement is entered into between:

Tamreen Sports Consulting Company (شركة تمرين للاستشارات الرياضية), a company incorporated under the laws of the State of Kuwait, Commercial Registration No. — ("Tamreen" or the "Company");

and

Defined in the Platform, Civil ID No. defined in the Platform (the "Service Provider").

Agreement Date: May 8, 2026

1. DEFINITIONS

In this Agreement, the following terms have the meanings set out below. Capitalised terms not defined here have the meanings given to them in Tamreen's Terms and Conditions.

1.1 "Agreement" means this Coach Agreement, including all schedules, appendices, and amendments made in accordance with Section 19.2.

1.2 "Platform" means the Tamreen mobile application, website, and all associated digital services, features, and infrastructure operated by or on behalf of Tamreen.

1.3 "Program" means any digital training plan, fitness program, nutrition plan, structured wellness content, or any other structured service offering created by the Service Provider for publication on the Platform.

1.4 "Content" means all text, images, photographs, videos, audio recordings, data, program materials, and any other materials created, uploaded, or submitted by the Service Provider in connection with the Platform or any Program.

1.5 "User" means any individual who registers an Account on the Platform to access Services as an end user.

1.6 "Gross Transaction Amount" means the full amount paid by a User for a Subscription or Program purchase, before the deduction of any payment processor fees, transaction costs, or other charges.

1.7 "Commission" means Tamreen's fee deducted from the Gross Transaction Amount in accordance with Section 8.

1.8 "Minimum Commission" means the minimum Commission amount of KWD 3.000 per transaction, as set out in Section 8.1.

1.9 "Platform Fee" means the monthly fee payable by the Service Provider to Tamreen for access to and use of the Platform infrastructure, as set out in Section 8.3.

1.10 "Processor Fee" means any fee charged by the designated payment processor (currently MyFatoorah) in connection with processing a User transaction, which is borne by the Service Provider in accordance with Section 8.2.

1.11 "Approval" means Tamreen's formal written confirmation that the Service Provider is authorised to publish Programs on the Platform.

1.12 "Coach Agreement" or "Agreement" has the same meaning as Section 1.1.

1.13 "Term" means the duration of this Agreement as described in Section 12.1.

1.14 "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one party to the other in connection with this Agreement, including Platform mechanics, user data, financial data, business strategies, commission structures, and technical infrastructure details.

2. MERCHANT OF RECORD AND PAYMENT PROCESSING

2.1 Tamreen acts as the Merchant of Record for all transactions on the Platform. All payments made by Users for Subscriptions and Program purchases are collected directly by Tamreen through the designated payment processor.

2.2 The Service Provider is not a party to the transaction between the User and Tamreen and has no right to collect payments from Users directly, nor any claim to User payment card data, banking details, or payment credentials.

2.3 Following collection of a User payment, Tamreen deducts its Commission and the applicable Platform Fee, and remits the net balance to the Service Provider in accordance with Section 8.

2.4 Tamreen assumes full responsibility for payment processing obligations and regulatory compliance as the Merchant of Record. The Service Provider's financial exposure is limited to the consequences of chargebacks or refunds attributable to the Service Provider's Content or conduct, as described in Section 8.7.

3. INDEPENDENT CONTRACTOR RELATIONSHIP

3.1 The Service Provider is an independent contractor. Nothing in this Agreement creates, or shall be construed as creating, a relationship of employment, partnership, agency, joint venture, or any other form of legal relationship between the parties beyond that of independent contracting parties.

3.2 The Service Provider:

(a) is solely responsible for their own taxes, social insurance contributions, professional insurance, and all statutory financial and regulatory obligations arising from their activities and earnings;

(b) shall not represent themselves as an employee, agent, partner, or authorised representative of Tamreen in any context;

(c) shall not make any commitment, representation, or promise on behalf of Tamreen; and

(d) is free to engage in other professional activities provided they do not conflict with this Agreement or constitute direct competition with Tamreen's services during the Term.

3.3 Tamreen does not control the Service Provider's professional methods, judgment, or approach to content creation, provided that all Content and Programs comply with the terms of this Agreement, Tamreen's Platform policies, and applicable law.

3.4 Tamreen provides no employment benefits, health insurance, end-of-service payments, retirement contributions, paid leave, or any other employment-related entitlement. The Service Provider is solely responsible for their own professional insurance, benefits, and personal protections.

4. ONBOARDING AND APPROVAL PROCESS

4.1 Application

The Service Provider must submit a complete application through the Platform's onboarding process, including all required documentation, professional credentials, certifications, and identity verification materials. Tamreen will specify the required documents at the time of application.

4.2 Approval at Tamreen's Discretion

Submission of an application does not guarantee Approval. Tamreen has sole and absolute discretion to approve or decline any application, without obligation to provide reasons. No payment, obligation, or entitlement arises from submission of an application that is declined.

4.3 Program Preparation Prior to Approval

Following registration, the Service Provider may prepare and upload Programs in draft form. No Program, Content, or any part thereof will be published or made accessible to Users until the Service Provider has received formal written Approval from Tamreen.

4.4 Revocation of Approval

Tamreen reserves the right to revoke Approval at any time if the Service Provider fails to maintain the standards required by this Agreement, loses or suspends required professional qualifications, or is found in breach of any obligation under this Agreement.

4.5 Approval Criteria

Tamreen's minimum eligibility criteria for Approval are as follows. These criteria are subject to update at Tamreen's discretion:

(a) Fitness Coaches: Recognised fitness certification (ACE, NASM, NSCA, ISSA, or an equivalent qualification acceptable to Tamreen) and a minimum of two (2) years of professional experience in the relevant discipline;

(b) Nutritionists: A degree in nutrition or dietetics, or a recognised professional certification acceptable to Tamreen, and a minimum of two (2) years of professional experience;

(c) Physiotherapists: A valid professional license issued by the relevant Kuwait authority, and a minimum of two (2) years of clinical experience;

(d) All Professionals: Valid Civil ID or passport, no current professional disciplinary proceedings or sanctions, successful completion of Tamreen's onboarding process, and proof of active and current professional standing.

Tamreen may apply additional or alternative criteria at its discretion.

5. SERVICE PROVIDER OBLIGATIONS AND WARRANTIES

5.1 Core Obligations

The Service Provider is solely and exclusively responsible for:

(a) maintaining all professional licenses, certifications, and regulatory approvals required under applicable Kuwait law and any applicable sector-specific regulations to provide the services described in their Programs;

(b) ensuring all Content and Programs are accurate, evidence-based where applicable, professionally appropriate, and of a standard consistent with recognised professional norms in the relevant discipline;

(c) ensuring Content does not constitute medical advice, clinical diagnosis, or medical treatment, and includes appropriate disclaimers where required;

(d) maintaining professional liability insurance where it is available and customary in their discipline in Kuwait;

(e) responding to User inquiries and communications through the Platform professionally and within a reasonable timeframe;

(f) maintaining strict confidentiality of all User data accessed through the Platform in accordance with Section 11 and Tamreen's Privacy Policy;

(g) not soliciting, directing, or encouraging Users to engage outside the Platform for services that are available on it, in accordance with Section 16; and

(h) complying at all times with all applicable laws and regulations of the State of Kuwait, including those governing health services, consumer protection, data protection, and commercial activity.

5.2 Warranties

The Service Provider represents and warrants, on a continuous basis throughout the Term, that:

(a) they hold all professional qualifications, licenses, and certifications required to provide the services described in their Programs, and will maintain them in good standing throughout the Term;

(b) they are in good professional standing with no active or pending disciplinary proceedings, sanctions, restrictions, or adverse regulatory actions;

(c) all information provided in their application and Profile on the Platform is accurate, complete, and truthful;

(d) all Content is original and does not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other legal rights;

(e) they have obtained all necessary consents, clearances, and licenses for any third-party materials incorporated into their Content;

(f) they have the full legal capacity to enter into and perform this Agreement; and

(g) their participation on the Platform does not conflict with or violate any other agreement to which they are a party.

5.3 Ongoing Notification Duty

The Service Provider must notify Tamreen in writing immediately upon becoming aware of any of the following:

(a) any change in their professional licensing or qualification status;

(b) the commencement of any disciplinary action, professional investigation, or regulatory proceeding against them;

(c) any loss, suspension, restriction, or limitation of their professional credentials or standing;

(d) any change that may affect their legal capacity to provide the services described in their Programs; or

(e) any legal proceedings, criminal charge, or civil claim arising from their professional activities.

Failure to provide timely notification constitutes a material breach of this Agreement and grounds for immediate termination under Section 12.3.

6. TAMREEN'S OBLIGATIONS

Tamreen agrees to:

6.1 Provide, maintain, and operate the Platform infrastructure and technical services necessary for the Service Provider to upload, publish, and manage their Programs.

6.2 Process User payments and remit the Service Provider's net earnings in accordance with the payment schedule in Section 8.5, subject to the deductions set out in Section 8.

6.3 Provide the Service Provider with access to their earnings statements and performance dashboard within the Platform.

6.4 Make reasonable commercial efforts to market and promote the Platform to Users, including through digital marketing, social media, and other promotional channels. Tamreen does not guarantee any minimum level of User traffic, Program subscriptions, or earnings to the Service Provider.

6.5 Provide reasonable operational support and communicate material Platform updates that affect Service Provider operations.

6.6 Notify the Service Provider of material changes to this Agreement, Commission rates, or Platform Fees in accordance with Section 8.8.

7. CONTENT STANDARDS AND PLATFORM REVIEW

7.1 Tamreen may review, approve, reject, modify, or require revision of any Content or Program before it is published on the Platform. Tamreen's review is a commercial quality and compliance check and does not constitute an endorsement of the Content, nor does it shift liability for Content accuracy or safety to Tamreen.

7.2 Tamreen may remove, suspend, or permanently depublish any Content or Program that, in Tamreen's sole judgment:

(a) fails to meet Tamreen's quality or professional standards;

(b) contains inaccurate, misleading, unsafe, or professionally inappropriate information;

(c) violates this Agreement, Tamreen's Platform policies, or any applicable law; or

(d) poses a risk to User safety or wellbeing.

7.3 Where Content is removed or suspended for quality or compliance reasons that are capable of being remedied, Tamreen will endeavour to notify the Service Provider and allow a reasonable opportunity to address the concern before permanent removal. Tamreen is under no obligation to provide such an opportunity in cases involving safety risks, legal violations, or material breach.

7.4 The Service Provider shall address all quality concerns and content modification requests from Tamreen promptly and professionally.

8. PAYMENT TERMS AND COMMISSION

8.1 Commission Structure

Tamreen deducts a Commission from the Gross Transaction Amount of each User transaction attributable to the Service Provider's Programs. The Commission is calculated as follows:

(a) Commission Rate: 15% of the Gross Transaction Amount; or

(b) Minimum Commission: KWD 3.000 per transaction — whichever is greater.

The Minimum Commission applies where 15% of the Gross Transaction Amount is less than KWD 3.000.

Illustrative examples:

8.2 Processor Fees — Borne by the Service Provider

All Processor Fees charged by MyFatoorah or any other designated payment processor, and any other transaction costs incurred during the processing of a User payment, are borne by the Service Provider. These fees are deducted from the Service Provider's share of the Gross Transaction Amount after Tamreen's Commission has been applied.

The applicable Processor Fee rates are governed by Tamreen's agreement with the payment processor and may vary. The actual Processor Fee for each transaction will be reflected in the Service Provider's monthly earnings statement.

8.3 Monthly Platform Fee

The Service Provider shall pay the applicable monthly Platform Fee for access to and use of the Platform infrastructure and services. The monthly Platform Fee is calculated according to the Service Provider's active subscriber count for the relevant month, unless the Service Provider is classified by Tamreen as a VIP Provider.

The Platform Fee is deducted from the Service Provider's monthly earnings before remittance. Where monthly earnings are insufficient to cover the Platform Fee, the outstanding balance shall be carried forward to the following month. Tamreen may classify or reclassify a Service Provider as a VIP Provider at its discretion according to its commercial, partnership, launch, or promotional criteria.

8.4 Free Trial Transactions

Where a User accesses the Service Provider's Program during a free trial period, no Commission is earned by the Service Provider for that trial period. Commission becomes payable only upon conversion of the trial to a paid Subscription.

8.5 Payment Schedule

Service Provider earnings are remitted on a monthly basis, within 15 business days after the close of each calendar month. The payment covers all transactions processed and settled during that calendar month, net of all applicable deductions.

Payment is made to the bank account registered by the Service Provider during onboarding or as subsequently updated in writing. The Service Provider is solely responsible for ensuring their banking details are accurate and current.

8.6 Earnings Statements

Tamreen will provide the Service Provider with a monthly itemized earnings statement covering:

(a) total transactions processed during the period and the Programs to which they relate;

(b) Gross Transaction Amounts collected;

(c) Commission deducted (rate and minimum applied per transaction);

(d) Processor Fees deducted;

(e) monthly Platform Fee deducted;

(f) any other deductions (e.g., chargeback recoveries or outstanding balances carried forward);

(g) net amount remitted to the Service Provider; and

(h) payment date and transaction reference number.

8.7 Chargeback and Refund Recovery

Where a User successfully initiates a chargeback or is granted a refund in connection with a transaction attributable to the Service Provider's Program or conduct, Tamreen reserves the right to recover from the Service Provider the net amount previously remitted in respect of that transaction, including any chargeback processing fees imposed on Tamreen by the payment processor. Recovery may be made by deduction from future earnings remittances.

8.8 Changes to Commission, Fees, and Payment Terms

Tamreen may adjust the Commission rate, Minimum Commission, Platform Fee, or payment schedule by providing the Service Provider with 30 calendar days' written notice. Notice will be provided by email to the Service Provider's registered address and through the Platform. Continued use of the Platform after the notice period expires constitutes acceptance of the updated terms. If the Service Provider does not accept the updated terms, they may terminate this Agreement in accordance with Section 12.2 before the changes take effect.

8.9 Tax Responsibility

The Service Provider is solely responsible for all tax reporting, VAT obligations (if applicable), social insurance contributions, and any other statutory financial obligations arising from their earnings through the Platform. Tamreen does not withhold income tax from Service Provider payments unless required to do so by applicable Kuwait law.

8.10 Payment Withholding

Tamreen reserves the right to withhold or delay a Service Provider's payment where:

(a) Tamreen reasonably suspects fraudulent activity or a material breach of this Agreement is under investigation;

(b) a User chargeback or refund dispute attributable to the Service Provider's Content or conduct is pending resolution;

(c) the Service Provider has outstanding amounts owed to Tamreen; or

(d) Tamreen is required to withhold payment by applicable law or a competent authority.

Tamreen will notify the Service Provider promptly of any payment withholding and provide the reason and estimated resolution timeline.

9. INTELLECTUAL PROPERTY

9.1 Ownership — Assignment to Tamreen

All Programs and Content created by the Service Provider specifically for publication on the Platform — excluding general explanations of individual exercises and widely known fitness techniques that form part of the public domain — are assigned to and owned exclusively by Tamreen upon creation. By executing this Agreement, the Service Provider irrevocably assigns to Tamreen all rights, title, and interest in such Programs and Content, including:

(a) all copyright and neighbouring rights;

(b) all database rights;

(c) all moral rights, to the extent capable of assignment or waiver under Kuwait law (see Section 9.3);

(d) all related and ancillary intellectual property rights; and

(e) the right to apply for registration of any such rights,

in each case on a worldwide basis and for the full duration of protection available under applicable law.

This assignment is effective upon creation of the relevant Content and does not require any further act by either party to be valid and binding.

9.2 License Back to Service Provider

Following the assignment in Section 9.1, Tamreen grants the Service Provider a limited, non-exclusive, non-transferable, revocable license to access and reference the Content they created, solely for:

(a) delivering their Programs to Users through the Platform during the Term; and

(b) personal portfolio reference only, with clear and prominent credit to Tamreen as the owner of the Content.

This license does not permit the Service Provider to use, reproduce, commercialize, distribute, or exploit Platform Content outside the Platform without Tamreen's separate prior written consent. This license terminates automatically on termination or expiry of this Agreement.

9.3 Moral Rights

To the fullest extent permitted by Kuwait Copyright Law, the Service Provider irrevocably waives all moral rights (including rights of paternity, integrity, and disclosure) in the Content assigned to Tamreen. Where moral rights cannot be waived under applicable law, the Service Provider irrevocably agrees not to assert any such rights against Tamreen, its licensees, successors, or assigns, and grants Tamreen a perpetual, irrevocable right to use the Content without attribution, modification restrictions, or any constraint arising from moral rights claims.

9.4 Content Warranties

The Service Provider warrants that:

(a) all Content is original and independently created by the Service Provider;

(b) all Content is free from any encumbrance, lien, or third-party claim;

(c) the Content does not infringe, misappropriate, or violate any copyright, trademark, patent, trade secret, privacy right, publicity right, or any other intellectual property or personal right of any third party; and

(d) the Service Provider has obtained all necessary consents, licenses, and clearances for any third-party materials, music, images, or data incorporated into the Content.

9.5 Tamreen Brand

Nothing in this Agreement grants the Service Provider any right to use Tamreen's name, logo, trademarks, or any other brand assets in any context without Tamreen's prior written consent. Any permitted use of Tamreen's brand is subject to Tamreen's brand guidelines as updated from time to time.

9.6 Survival of IP Rights

Tamreen's ownership of all assigned Content and Programs survives the termination or expiry of this Agreement. All Content remains the exclusive property of Tamreen following termination. The Service Provider shall have no claim to Content ownership or access following termination, except as expressly provided in this Section 9.

10. DATA PROTECTION AND USER DATA

10.1 The Service Provider acknowledges that in the course of delivering Programs through the Platform, they may have access to User personal data, including fitness and wellness data where the User has provided explicit consent for such sharing.

10.2 The Service Provider agrees to:

(a) handle all User personal data accessed through the Platform in accordance with Tamreen's Privacy Policy and applicable Kuwait law;

(b) use User data only to the extent strictly necessary to deliver the Program or Service the User has purchased;

(c) not retain User personal data beyond the period of the User's active engagement with the Service Provider's Program, unless the User has separately consented to continued retention;

(d) not use User data for any purpose outside the Platform, including for marketing, solicitation, or building external client lists;

(e) implement reasonable security measures to protect User data accessed through the Platform from unauthorized disclosure or misuse; and

(f) notify Tamreen immediately upon becoming aware of any actual or suspected unauthorized access to, or disclosure of, User data.

10.3 The Service Provider's access to a User's fitness and wellness data is conditional on the User's explicit consent, which may be withdrawn at any time. Access will be revoked automatically by the Platform when a User's engagement with the Service Provider's Program ends or upon withdrawal of consent.

10.4 The Service Provider shall not disclose User data to any third party and shall treat all User data as Confidential Information for the purposes of Section 11.

11. CONFIDENTIALITY

11.1 Each party agrees to keep confidential all Confidential Information received from the other party and to use it only for the purposes of performing its obligations under this Agreement.

11.2 The Service Provider's Confidential Information obligations include, without limitation:

(a) not disclosing Tamreen's commission structure, Platform Fee, or financial terms to other Service Providers, competitors, or third parties;

(b) not disclosing details of Platform mechanics, technical infrastructure, or operational processes; and

(c) not discussing proprietary Platform information with any party whose interests may conflict with Tamreen's.

11.3 Exceptions. The confidentiality obligation does not apply to information that:

(a) is or becomes publicly available through no act or omission of the receiving party;

(b) was independently developed by the receiving party without use of Confidential Information;

(c) was received from a third party who was not under any confidentiality obligation in respect of such information; or

(d) is required to be disclosed by applicable law or a valid court order, provided the disclosing party gives the other party prompt written notice to allow it to seek a protective order.

11.4 Confidentiality obligations under this Section survive termination of this Agreement for a period of three (3) years.

12. TERM AND TERMINATION

12.1 Term

This Agreement commences on the Agreement Date and continues for an initial term of twelve (12) months, after which it renews automatically for successive twelve-month periods unless either party provides written notice of non-renewal at least 30 calendar days before the end of the then-current term.

12.2 Termination by Either Party

Either party may terminate this Agreement without cause by providing 30 calendar days' written notice to the other party.

12.3 Immediate Termination by Tamreen

Tamreen may terminate this Agreement immediately and without notice upon the occurrence of any of the following:

(a) material breach by the Service Provider of any obligation under this Agreement that is not capable of remedy, or that is not remedied within 10 business days of written notice from Tamreen identifying the breach;

(b) loss, suspension, expiry, or material restriction of the Service Provider's professional qualifications, licenses, or certifications;

(c) failure by the Service Provider to notify Tamreen of a disqualifying change under Section 5.3;

(d) violation of applicable law or regulation by the Service Provider;

(e) conduct that causes or risks causing reputational harm to Tamreen or the Platform;

(f) professional misconduct, gross negligence, or willful wrongdoing by the Service Provider; or

(g) any criminal charge, conviction, or regulatory sanction against the Service Provider that Tamreen reasonably considers incompatible with continued participation on the Platform.

12.4 Effect of Termination

Upon termination or expiry of this Agreement for any reason:

(a) the Service Provider's access to the Platform and all Platform tools is immediately revoked;

(b) all Programs and Content remain the exclusive property of Tamreen and Tamreen may continue to use, modify, or remove such Content at its sole discretion;

(c) Tamreen will settle all outstanding net earnings owed to the Service Provider within 30 calendar days of the termination date, less any amounts owed by the Service Provider to Tamreen and any pending chargeback or refund deductions;

(d) the Service Provider shall immediately cease all use of Tamreen's brand, trademarks, and promotional association with the Platform;

(e) the Service Provider shall return or permanently destroy all Tamreen Confidential Information in their possession or control; and

(f) any amounts owed by the Service Provider to Tamreen become immediately due and payable.

12.5 Survival

The following provisions survive termination or expiry of this Agreement: Section 9 (Intellectual Property), Section 10 (Data Protection), Section 11 (Confidentiality), Section 13 (Representations and Warranties — to the extent they relate to pre-termination conduct), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Non-Solicitation), Section 17 (Dispute Resolution), and Section 19 (General Provisions).

13. REPRESENTATIONS AND WARRANTIES

13.1 Service Provider Representations

The Service Provider represents and warrants that, as of the Agreement Date and throughout the Term:

(a) they have full legal capacity and all necessary authority to enter into and perform this Agreement;

(b) all information provided in their application and maintained on their Platform profile is accurate, complete, and not misleading;

(c) they hold all required professional qualifications, licenses, and certifications and will maintain them throughout the Term;

(d) all Content assigned to Tamreen under this Agreement is original, owned by the Service Provider free of encumbrance, and does not infringe any third-party rights; and

(e) performance of this Agreement does not violate any other obligation to which the Service Provider is subject.

13.2 Tamreen Representations

Tamreen represents and warrants that:

(a) it has full legal capacity and authority to enter into and perform this Agreement; and

(b) the Platform operates in material compliance with applicable Kuwait law.

13.3 No Additional Warranties

Except as expressly stated in this Agreement, Tamreen makes no warranty — express or implied — regarding the Platform, including warranties of merchantability, fitness for a particular purpose, uninterrupted availability, or minimum User traffic or earnings to the Service Provider.

14. LIMITATION OF LIABILITY

14.1 To the maximum extent permitted by the laws of the State of Kuwait, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or business interruption, even if advised of the possibility of such damages.

14.2 Tamreen's total aggregate liability to the Service Provider under or in connection with this Agreement shall not exceed the total net payments remitted by Tamreen to the Service Provider in the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 These limitations apply to all claims, whether in contract, tort, strict liability, or otherwise.

14.4 Nothing in this Agreement limits either party's liability for fraud, fraudulent misrepresentation, or willful misconduct, or any other liability that cannot be excluded under the laws of the State of Kuwait.

15. INDEMNIFICATION

15.1 Service Provider Indemnity

The Service Provider shall indemnify, defend, and hold harmless Tamreen and its officers, directors, shareholders, employees, contractors, agents, and successors from and against any and all claims, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or connected to:

(a) any Content created, uploaded, published, or distributed by the Service Provider through the Platform;

(b) any breach of this Agreement by the Service Provider;

(c) any infringement or misappropriation of intellectual property rights by the Service Provider's Content;

(d) any harm, injury, or adverse outcome suffered by a User arising from or connected to the Service Provider's Programs, services, or professional conduct;

(e) any violation of applicable law or regulation by the Service Provider; or

(f) any misrepresentation of the Service Provider's qualifications, credentials, or professional standing.

15.2 Tamreen Indemnity

Tamreen shall indemnify, defend, and hold harmless the Service Provider from and against claims arising directly from Tamreen's material breach of this Agreement or Tamreen's gross negligence, but only to the extent the claim is not caused or contributed to by the Service Provider.

15.3 The party seeking indemnification shall provide the indemnifying party with prompt written notice of any claim and shall cooperate reasonably in the defense. The indemnifying party may assume control of the defense at its own expense, subject to the indemnified party's right to participate with counsel of its own choosing at its own cost.

16. NON-SOLICITATION

16.1 During the Term of this Agreement and for a period of twelve (12) months following its termination or expiry for any reason, the Service Provider shall not, directly or indirectly:

(a) solicit, contact, approach, or encourage any User of the Platform to engage the Service Provider for services outside the Platform or through any competing platform; or

(b) use User data obtained through the Platform to contact or market to Users outside the Platform.

16.2 This clause does not prevent the Service Provider from providing services to individuals who approach them independently and without any solicitation connected to the Platform or the Service Provider's presence on it.

16.3 The Service Provider acknowledges that a breach of this clause would cause Tamreen significant and irreparable harm. Tamreen reserves the right to seek injunctive relief, specific performance, and damages for any breach of this clause without being required to prove actual financial loss.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 This Agreement is governed by and construed in accordance with the laws of the State of Kuwait, without regard to its conflict of law principles.

17.2 Before commencing any formal legal proceedings, both parties shall attempt to resolve any dispute through good-faith direct negotiation for a period of 30 calendar days from the date of written notice identifying the dispute.

17.3 If the dispute is not resolved within the negotiation period, both parties submit to the exclusive jurisdiction of the competent courts of the State of Kuwait.

17.4 Nothing in this Section prevents either party from seeking urgent injunctive or interim relief from a competent court where necessary to prevent immediate and irreparable harm.

18. FORCE MAJEURE

18.1 Neither party is liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action or restriction, epidemic or pandemic, or failures of third-party infrastructure.

18.2 The party affected must give prompt written notice to the other party and use reasonable efforts to resume performance as soon as practicable.

18.3 If a force majeure event continues for more than 60 consecutive calendar days, either party may terminate this Agreement by written notice without liability to the other party, save for any amounts already due and payable.

19. GENERAL PROVISIONS

19.1 Entire Agreement. This Agreement, together with any schedules and appendices, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral.

19.2 Amendments. No amendment or modification to this Agreement is valid unless made in writing and signed by authorised representatives of both parties.

19.3 Assignment. The Service Provider may not assign, transfer, sub-contract, or otherwise deal with any of their rights or obligations under this Agreement without Tamreen's prior written consent. Any purported assignment without such consent is void. Tamreen may assign this Agreement in connection with a merger, acquisition, or reorganisation without the Service Provider's consent.

19.4 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed from the Agreement if modification is not possible. The remaining provisions shall continue in full force and effect.

19.5 Waiver. No waiver of any right or obligation under this Agreement is effective unless made in writing. Failure to enforce any provision on any occasion does not constitute a waiver of the right to enforce it on any future occasion.

19.6 Notices. All formal notices under this Agreement must be in writing and delivered by email to the registered addresses of both parties as set out in the signature block, or as subsequently updated in writing. Notices are deemed received on the next business day after sending by email, provided no delivery failure notification is received.

19.7 Relationship of Parties. This Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship between the parties.

19.8 Language. This Agreement is issued in English. In the event of any conflict between the English version and any Arabic translation, the English version shall prevail unless otherwise required by Kuwait law.

20. METHOD OF EXECUTION — DIGITAL ONLY

20.1 This Agreement is executed entirely through the Tamreen Platform's digital onboarding process. No physical signature, handwritten signature, wet-ink execution, or printed document is required from either party.

20.2 Execution by the Service Provider occurs when the Service Provider completes the designated in-platform acceptance flow during onboarding, which includes:

(a) reviewing this Agreement in full within the Platform interface;

(b) checking the designated acceptance checkbox or tapping the acceptance button confirming agreement to all terms; and

(c) completing any additional verification steps required by Tamreen as part of the onboarding process.

20.3 This digital acceptance constitutes a valid, legally binding execution of this Agreement with the same legal effect as a handwritten signature, in accordance with the Kuwait Electronic Transactions Law (Law No. 20 of 2014).

20.4 Upon execution, the Platform automatically generates a Consent Record for the Service Provider capturing:

(a) the Service Provider's account identifier and Civil ID (as registered);

(b) the date and time of execution (timestamp);

(c) the version number and effective date of the Agreement accepted;

(d) the mechanism of acceptance (in-platform onboarding flow);

(e) device type, operating system, and application version;

(f) session metadata; and

(g) IP address, where technically available.

This Consent Record constitutes evidence of the Service Provider's agreement to these terms and is retained by Tamreen for the duration of the Agreement and for a period of 7 years thereafter.

20.5 Tamreen's execution of this Agreement occurs through the authorised approval action taken by Tamreen during the onboarding process, logged digitally within the Platform.