Intellectual Property & Copyright Policy

1. Definitions

In addition to terms defined elsewhere in this Policy, the following definitions apply. Defined terms are capitalised and carry the same meaning wherever they appear in this Policy.

• "Banzena Marks" means the name "Banzena", the Banzena logo, and all related product names, service names, designs, taglines, slogans, trade dress and marks of the Company, whether or not registered and whether or not accompanied by a trademark symbol.
• "Company Materials" means the Banzena platform, the Service, and all materials, technology and intellectual property described in Section 2, in each case owned by or licensed to the Company, but excluding Merchant Content.
• "Intellectual Property Rights" means all intellectual property and proprietary rights anywhere in the world, whether registered or unregistered, including copyright and related rights, trademarks, service marks, trade names, trade dress, domain names, patents, utility models, design rights, database rights, rights in know-how and trade secrets, moral rights, and all applications, registrations, renewals and rights to claim priority in respect of any of the foregoing.
• "Merchant Content" has the meaning given in Section 6.
• "Sub-Processors" means the third-party hosting, infrastructure and payment providers that the Company engages to operate the Service, including Cloudflare (hosting, content delivery, security, bot-protection and transactional email delivery) and Stripe (card payment processing).
• "Feedback" has the meaning given in Section 2.

References to the singular include the plural and vice versa. The words "including", "includes" and "in particular" are illustrative and do not limit the generality of the words that precede them. Headings are for convenience only and do not affect interpretation.

2. Ownership of the Platform and Company Materials

Zargina Artificial Intelligence Services LLC owns, and shall retain, all right, title and interest in and to the Banzena platform and the Service, including all Intellectual Property Rights therein, throughout the world and in perpetuity. The Banzena platform and the Service are the proprietary products of the Company, developed through substantial investment of time, skill, expertise and resources, and are protected by copyright, trademark, trade-secret, database, design and other intellectual property and proprietary-rights laws. As between you and the Company, the Company is and shall remain the sole and exclusive owner of all Company Materials.

Without limiting the foregoing, the following are and remain the exclusive property of the Company (collectively, the "Company Materials"):

• the Banzena platform software, source code, object code, application programming interfaces, algorithms, data models, architecture, infrastructure design and underlying technology;
• the design, structure, organisation, look-and-feel, user interfaces, page layouts, navigation, workflows and visual elements of the platform and dashboard;
• the store templates, themes, sample stores, default styling and design assets made available through the Service;
• the AI store-builder, AI features, prompts, prompt-engineering, models, weights, training and fine-tuning methods, configurations, and any output generated by those features other than your own Merchant Content;
• all documentation, help materials, knowledge-base articles, tutorials, and product copy authored by or for the Company;
• the Banzena Marks and all associated goodwill; and
• all enhancements, modifications, improvements, updates, derivative works, and aggregated, anonymised, de-identified or statistical data relating to the operation, performance, security or use of the Service.

No Company Materials are sold to you, and nothing in this Policy or your use of the Service transfers to you, by implication or otherwise, any ownership interest in any Company Materials. All rights not expressly granted to you under this Policy are reserved by the Company and its licensors. Any goodwill arising from use of the Company Materials inures solely to the benefit of the Company. To the extent that you (or anyone acting on your behalf) at any time acquire, or are deemed to acquire, any right, title or interest in or to any Company Materials, you hereby irrevocably assign, and agree to assign, all such right, title and interest to the Company, and agree to execute any documents and take any actions reasonably requested by the Company to perfect, evidence or record that ownership.

If you provide the Company with any suggestions, feedback, ideas, requests, error reports or recommendations regarding the Service ("Feedback"), you grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable licence to use, reproduce, modify, exploit and incorporate that Feedback into the Service or any Company product or service for any purpose, without restriction, attribution, accounting or compensation to you. Feedback is provided voluntarily and is not confidential, and the Company is under no obligation to use it.

3. Trademarks and Brand Features

The Banzena Marks are trademarks, service marks and/or trade names of Zargina Artificial Intelligence Services LLC, whether or not they are registered, and whether or not they are accompanied by a trademark symbol. The Banzena Marks are valuable assets of the Company and are protected by trademark, trade dress and unfair-competition laws. Third-party names, logos and marks that may appear in or through the Service are the property of their respective owners and do not indicate any endorsement of, or affiliation with, the Company.

Except as expressly permitted in writing by the Company, you may not use, reproduce, display, adopt or register any of the Banzena Marks. In particular, and without limiting the prohibition, you must not:

• use any Banzena Mark, or any mark, name, logo or domain that is identical or confusingly similar to a Banzena Mark, in a manner that is likely to cause confusion about the source, sponsorship, affiliation or endorsement of any product, service or business;
• incorporate any Banzena Mark into your own product name, company name, brand, logo, trademark, domain name, social-media handle, advertising keyword, metadata, or store name;
• use any Banzena Mark to disparage the Company, the Service, or any third party, or in connection with any unlawful, infringing, misleading, deceptive or objectionable material;
• alter, abbreviate, animate, recolour, translate or otherwise modify any Banzena Mark, or remove, obscure or distort it, or combine it with any other mark to form a composite mark; or
• claim or imply any partnership, sponsorship, endorsement, certification or official status with the Company where none exists.

Limited, factual, nominative references to "Banzena" solely to truthfully describe that your store is built or hosted on the Banzena platform are permitted, provided such references are accurate, non-misleading, do not imply endorsement or affiliation beyond that factual relationship, use the Banzena Marks only in plain text in their correct form, and otherwise comply with this Policy. All use of the Banzena Marks, and all goodwill generated by such use, inures solely to the benefit of the Company, and you acquire no rights in the Banzena Marks by reason of such use. Any other use of the Banzena Marks requires the Company's prior written permission, which may be requested at support@banzena.com and which the Company may grant, condition, suspend or withhold in its sole discretion. The Company may set, and require you to follow, brand-usage guidelines, and may require you to cease or correct any non-conforming use upon notice.

4. Licence Granted to Merchants

Subject to your continued compliance with this Policy and the Terms of Service, and conditioned on payment of any applicable fees (including the Company's platform fee of one percent (1%) of each confirmed sale; third-party payment-processing fees are charged separately), the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service, and the store templates and design assets made available to you, solely for the purpose of building, operating and managing your own online store in the ordinary course of your lawful business and strictly in accordance with the Service's intended functionality and documentation.

This licence is personal to you and is granted for the term of your active use of the Service only. It does not include any right to access, use, copy or exploit the Company Materials except as strictly necessary to use the Service as intended, and it does not grant you any rights in or to the Company's underlying software, source code or infrastructure. The Company may modify, suspend, limit, update or discontinue any part of the Service, and may revoke or suspend this licence, at any time in accordance with the Terms of Service, including where you breach this Policy or where required by law or to protect the security or integrity of the Service. Upon termination, suspension or expiry of your account or this licence for any reason, all rights granted to you under this Section immediately cease, and you must promptly stop using the Company Materials and remove any Banzena Marks, except as required for legitimate transitional, record-keeping or legal-retention purposes. The store templates and design assets are licensed for use only within and through the Service, are not provided to you as standalone deliverables, and may not be extracted, exported, repackaged, redistributed, sublicensed or used independently of the Service. The Company reserves the right to monitor use of the Service to verify compliance with this licence.

5. Restrictions on Use

The Service and the Company Materials are licensed, not sold, and your rights are strictly limited to those expressly granted in this Policy. Except to the extent that a particular restriction below is prohibited by applicable law that cannot be excluded or limited by agreement, you shall not, and shall not permit, authorise, assist or encourage any third party to:

• copy, reproduce, republish, distribute, publicly display or perform, transmit, sell, resell, rent, lease, lend, sublicense or otherwise commercially exploit any part of the Company Materials, except as expressly permitted by the Service's intended functionality;
• frame, mirror, embed, deep-link or otherwise incorporate any part of the platform or dashboard into another website, application or service without the Company's prior written consent;
• scrape, crawl, harvest, index, data-mine or use any robot, spider, automated means or manual process to access, extract or collect data, code, designs or content from the Service, other than your own Merchant Content through features the Company expressly provides for that purpose;
• reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive, access or reconstruct the source code, underlying ideas, algorithms, models, file formats, data structures or architecture of the platform or any Company Materials, except to the limited extent such restriction is expressly prohibited by applicable law;
• modify, adapt, translate or create derivative works based on the platform, the store templates, the AI features or any other Company Materials;
• remove, alter, obscure, falsify or circumvent any copyright, trademark, proprietary, attribution, watermark or other notice contained in or displayed by the Service or the Company Materials;
• use the Service, the Company Materials, or any data, designs, know-how, output or insight derived from them to build, train, improve, benchmark, market or operate any product or service that competes with, replicates or substitutes for Banzena, or to assist any third party in doing so;
• use the Service to develop, train or improve any machine-learning or artificial-intelligence model, except in respect of your own Merchant Content through features the Company expressly provides for that purpose; or
• bypass, disable, probe or interfere with any security, rate-limiting, authentication, access-control, digital-rights-management or usage-monitoring feature of the Service, or use the Service in any manner that exceeds your authorised access or that could damage, disable, overburden or impair the Service or any associated infrastructure or Sub-Processor.

Any use of the Service or the Company Materials in breach of these restrictions is unauthorised, immediately terminates the licence granted in Section 4, and may constitute infringement of the Company's Intellectual Property Rights, a breach of contract, and/or a violation of applicable law. The Company reserves all rights and remedies available to it at law or in equity in respect of any such breach, including the right to seek injunctive and other equitable relief.

6. Merchant Content and Licence to the Company

"Merchant Content" means all content, data and materials that you or your customers create, upload, import, generate, submit, display, store, process or sell through your store using the Service, including product names, descriptions, images, photographs, videos, audio, logos, brand assets, store text, pricing, catalogues, customer data, and any trademarks or other materials you supply. As between you and the Company, you own, or are responsible for having all necessary rights in, your Merchant Content. The Company does not claim ownership of your Merchant Content.

You represent, warrant and undertake that you own or have obtained all rights, licences, consents, releases and permissions necessary to use, upload, host, display, distribute and sell your Merchant Content through the Service, and that your Merchant Content, and the Company's and its Sub-Processors' authorised use of it in providing the Service, does not and will not infringe, misappropriate or violate any third party's copyright, trademark, trade-secret, patent, design, privacy, publicity, contractual or other rights, or any applicable law. You are solely responsible for your Merchant Content, including its creation, legality, accuracy, labelling, and the clearing and licensing of all rights in it, and for obtaining any consents required from your customers and other data subjects.

You grant the Company a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable licence (sublicensable solely to the Company's hosting, infrastructure and payment Sub-Processors, including Cloudflare and Stripe, and solely as needed to operate the Service) to host, store, cache, back up, reproduce, transmit, display, distribute, adapt, reformat and process your Merchant Content, in each case solely as reasonably necessary to provide, secure, maintain, support, troubleshoot and improve the Service, to deliver your store and process its transactions, to enforce this Policy, and to comply with applicable law or lawful requests of public authorities. This licence exists only for so long as your Merchant Content remains on the Service and for a commercially reasonable period thereafter to complete back-up, deletion, audit and legal-retention cycles. You are responsible for maintaining your own independent copies and back-ups of your Merchant Content, and the Company is not a backup service. The Company may, but is not obligated to, monitor, review, screen or moderate Merchant Content, and may remove or disable access to any Merchant Content that it reasonably believes violates this Policy, the Terms of Service, the rights of any third party, or applicable law.

7. Your Responsibilities and AI-Generated Content

The Service includes AI features that can generate text, designs, layouts and other output to help you build and operate your store. As between you and the Company, and to the maximum extent permitted by applicable law, the Company does not assert ownership of the specific store text and visual output that the AI features generate for your store from your inputs, and treats that output as part of your Merchant Content; the Company retains all rights in the AI features themselves, the underlying models, prompts, templates and technology, and in any output that constitutes Company Materials under Section 2. You acknowledge that AI-generated output may be inaccurate, incomplete, non-original, or similar to output generated for other users, that it is provided without any warranty of originality, accuracy, fitness or non-infringement, and that you are responsible for reviewing, editing and verifying all such output before relying on or publishing it.

You are solely responsible for your use of any AI-generated output, including ensuring that it is accurate, non-infringing, non-deceptive, and compliant with all applicable laws (including consumer-protection, advertising, labelling and intellectual property laws) before you publish or rely on it. You must not use the AI features to generate, reproduce or distribute content that infringes the Intellectual Property Rights or other rights of any third party, that is unlawful or deceptive, or that violates the acceptable-use provisions of the Terms of Service. The allocation of rights in this Section is subject to the restrictions in Section 5 and does not grant you any rights in the Company Materials.

8. Copyright Infringement Notices and Takedown Procedure

The Company respects the Intellectual Property Rights of others and expects its Merchants and their customers to do the same. The Company maintains a notice-and-takedown procedure modelled on the principles of the U.S. Digital Millennium Copyright Act (DMCA) and comparable laws in other jurisdictions. If you are a copyright owner, or are authorised to act on behalf of one, and you believe in good faith that content available through the Service infringes your copyright, you may submit a written notice of claimed infringement to the Company's designated contact at support@banzena.com.

To be valid and actionable, your notice must include substantially the following:

• a physical or electronic signature of the copyright owner or a person authorised to act on the owner's behalf;
• identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notice, a representative list of those works;
• identification of the material claimed to be infringing, with information reasonably sufficient to permit the Company to locate it, such as the specific URL(s), store address, or page on which it appears;
• your contact information, including your full name, mailing address, telephone number and email address;
• a statement that you have a good-faith belief that the use of the material complained of is not authorised by the copyright owner, its agent or the law; and
• a statement that the information in the notice is accurate, and, under penalty of perjury, that you are the copyright owner or are authorised to act on the owner's behalf.

Upon receipt of a notice that substantially complies with the above requirements, the Company will review the notice and, where appropriate, expeditiously remove or disable access to the material claimed to be infringing, and will take reasonable steps to notify the affected Merchant. The Company may, in its discretion, request additional information, and may decline to act on, or may seek clarification of, notices that are incomplete, abusive or submitted in bad faith. You acknowledge that, under applicable law, submitting a materially false, misleading or bad-faith notice may expose you to liability for damages, including costs and attorneys' fees, and you agree to indemnify the Company against any such claim arising from a notice you submit. Nothing in this Section limits any other right or remedy the Company may have, and the Company's removal or non-removal of any material is without prejudice to its rights and is not an admission of any fact or liability.

9. Counter-Notification and Repeat-Infringer Policy

If you are a Merchant whose Merchant Content has been removed or disabled following a notice, and you believe in good faith that the material was removed or disabled as a result of mistake or misidentification, you may submit a written counter-notification to support@banzena.com. To be valid, your counter-notification must include substantially the following: your physical or electronic signature; identification of the material that was removed or disabled and the location at which it appeared before removal; a statement under penalty of perjury that you have a good-faith belief the material was removed or disabled as a result of mistake or misidentification; your full name, mailing address, telephone number and email address; and a statement that you consent to the jurisdiction of the appropriate courts and will accept service of process from the party who submitted the original notice or that party's agent.

Upon receipt of a valid counter-notification, the Company may, in its discretion and consistent with applicable law, forward it to the original complaining party and may restore the removed material within a reasonable time unless the complaining party notifies the Company that it has initiated legal action to restrain the allegedly infringing activity. The Company does not act as an arbiter of disputes between rights holders and Merchants, makes no representation as to the merits of any claim or counter-claim, and may keep material disabled, or decline to restore it, where it deems appropriate in its reasonable discretion.

The Company maintains a repeat-infringer policy. In appropriate circumstances and at its sole discretion, the Company will limit, suspend or terminate the account, store and access of any Merchant or user who is determined to be a repeat infringer of the Intellectual Property Rights of others, and may do so with or without prior notice. The Company may also remove content, withhold funds in accordance with the Terms of Service, and take other enforcement action where it has a good-faith belief that the content or conduct infringes the rights of a third party or violates this Policy or the Terms of Service. The Company's exercise or non-exercise of these rights does not waive any other right or remedy.

10. Reporting Trademark and Other Intellectual Property Abuse

Complaints concerning trademark infringement, counterfeiting, passing-off, or the misappropriation of other Intellectual Property Rights (such as design rights, patent rights or trade secrets) available through the Service may also be reported to the Company at support@banzena.com. To help us act efficiently, your report should identify yourself and your authority to act, identify the right you assert (for example, the trademark and, where applicable, its registration details), identify the specific material or store location at issue with sufficient detail to locate it, explain the basis on which you believe the material infringes or misuses your right, and include a good-faith statement and a statement as to the accuracy of the information provided.

The Company will review properly submitted reports and may, in its discretion and consistent with applicable law, request further information, remove or disable access to the material at issue, notify the affected Merchant, and take such other action as it considers appropriate, including suspension or termination of accounts for repeated or serious abuse. The Company's review of any report does not constitute legal advice or a determination of the parties' respective rights, imposes no obligation on the Company to investigate or adjudicate, and the Company reserves the right to decline to act on reports that are incomplete, unfounded, abusive or submitted in bad faith.

11. Merchant Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors and Sub-Processors (each an "Indemnified Party") from and against any and all claims, demands, suits, proceedings, actions, liabilities, damages, losses, fines, penalties, judgments, settlements, costs and expenses (including reasonable legal fees and the costs of enforcement) arising out of or relating to: (a) your Merchant Content, including any claim that your Merchant Content, or the Company's or its Sub-Processors' authorised use of it, infringes, misappropriates or violates any Intellectual Property Right, privacy or publicity right, or other right of any third party, or any applicable law; (b) your use or misuse of the Service or the Company Materials, including any use in breach of Section 4 or Section 5; (c) your breach of this Policy, the Terms of Service, or any representation, warranty or undertaking you make in them; (d) your infringement or misappropriation of any Intellectual Property Right or other right of the Company or any third party; (e) any notice or counter-notification you submit under Sections 8 to 10; and (f) the products you sell and the operation of your store, including any dispute between you and your customers.

The Company will provide you with reasonable notice of any claim subject to indemnification under this Section, provided that any failure or delay in providing notice will not relieve you of your obligations except to the extent you are materially prejudiced by the failure or delay. The Company may, at its option and your expense, participate in the defence of any such claim with counsel of its own choosing, and you may not settle any claim in a manner that imposes any obligation, admission or liability on, or restricts the rights of, any Indemnified Party, or that does not include a full and unconditional release of each Indemnified Party, without the Company's prior written consent. This indemnity is in addition to, and not in limitation of, any other indemnification obligations set out in the Terms of Service, and survives termination of your account and this Policy.

12. Disclaimers and Limitation of Liability

To the maximum extent permitted by applicable law, the Company Materials, the store templates and design assets, the AI features and their output, and the Service are provided on an "as is" and "as available" basis, without warranties or conditions of any kind, whether express, implied or statutory. The Company expressly disclaims all implied warranties and conditions, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, originality, accuracy, quiet enjoyment, and any warranties arising from course of dealing or usage of trade. The Company does not warrant that the Service or any Company Materials will be uninterrupted, error-free, secure, or free of harmful components, that any output of the AI features will be original, accurate or non-infringing, or that the Service will meet your requirements. The further disclaimers and warranty limitations in the Terms of Service also apply to this Policy.

To the maximum extent permitted by applicable law, in no event will the Company or any other Indemnified Party be liable, whether in contract, tort (including negligence), strict liability, breach of statutory duty or otherwise, for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, business, anticipated savings, or loss or corruption of data or content (including Merchant Content), arising out of or relating to this Policy, the Company Materials, the AI features, or the intellectual property matters addressed in this Policy, even if the Company has been advised of the possibility of such damages and even if a stated remedy fails of its essential purpose.

To the maximum extent permitted by applicable law, the total aggregate liability of the Company and the other Indemnified Parties for all claims arising out of or relating to this Policy or its subject matter will not exceed the limitation-of-liability cap set out in the Terms of Service or, where no such cap is stated, the total platform fees actually paid by you to the Company in respect of the Service during the three (3) months immediately preceding the event giving rise to the liability. The limitations and exclusions in this Section apply only to the extent permitted by applicable law; nothing in this Policy excludes or limits any liability that cannot lawfully be excluded or limited. These limitations form an essential basis of the bargain between you and the Company and survive termination of this Policy.

13. Reservation of Rights and No Implied Licence

All rights not expressly granted to you in this Policy or the Terms of Service are reserved by the Company and its licensors. Nothing in this Policy, in the Service, or in your access to or use of the Service shall be construed as granting, by implication, estoppel, exhaustion, acquiescence or otherwise, any licence or right to use any Company Materials or Banzena Marks other than as expressly and unambiguously set out in this Policy. No course of dealing, course of performance, usage of trade, or failure or delay by the Company in exercising or enforcing any right or provision of this Policy shall operate as a waiver of any right of the Company, and any waiver must be in writing and signed by an authorised representative of the Company to be effective, and applies only to the specific instance and purpose for which it is given. The Company may enforce its Intellectual Property Rights to the fullest extent permitted by applicable law, and you acknowledge that any breach of Section 4, Section 5 or the trademark provisions of this Policy may cause the Company irreparable harm for which monetary damages would be inadequate, so that the Company is entitled to seek injunctive and other equitable relief, in addition to damages and recovery of costs, without the need to post a bond where permitted by law.

14. General Provisions

Severability. If any provision of this Policy is held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or, if it cannot be so modified, severed from this Policy, and the remaining provisions shall continue in full force and effect.

Assignment. You may not assign, transfer, delegate or sublicense this Policy or any of your rights or obligations under it, in whole or in part, without the Company's prior written consent, and any purported assignment in breach of this provision is void. The Company may freely assign or transfer this Policy and its rights and obligations, in whole or in part, including in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets or business. This Policy binds and benefits the parties and their permitted successors and assigns.

Survival. Any provision of this Policy that by its nature should survive termination or expiry of your account or this Policy shall so survive, including the provisions on ownership, restrictions, Merchant Content licences, Feedback, indemnification, disclaimers and limitation of liability, reservation of rights, governing law, and these general provisions. Termination of your account or this Policy does not relieve you of any obligation accrued before termination.

Entire understanding and order of precedence. This Policy, together with the Terms of Service and Privacy Policy into which it is incorporated, constitutes the entire understanding between you and the Company regarding the intellectual property matters it addresses and supersedes all prior or contemporaneous understandings on those matters. In the event of a conflict regarding intellectual property matters, the order of precedence is: this Policy first, then the Terms of Service, then the Privacy Policy, in each case to the extent of the conflict. The Company's failure to enforce any provision is not a waiver of its right to do so later.

15. Changes to this Policy

The Company may amend, update or replace this Policy from time to time to reflect changes in the Service, in our practices, or in applicable law. When we make changes, we will update the date or version reference associated with this Policy and, where the changes are material, we may provide additional notice through the Service or by other reasonable means. Any changes become effective when the revised Policy is posted or as otherwise stated in the notice. Your continued access to or use of the Service after the effective date of a revised Policy constitutes your acceptance of the changes. If you do not agree to the revised Policy, you must stop using the Service. We encourage you to review this Policy periodically so that you remain informed of your rights and obligations.

16. Elements of a Valid Copyright Infringement Notice

The Company has designated support@banzena.com as the contact for receiving notices of claimed copyright infringement. To enable the Company to act on a claim, a notice submitted to that address should be in writing and include all of the following:

• Identification of the copyrighted work claimed to have been infringed, or, where multiple works are covered by a single notice, a representative list of those works;
• Identification of the material claimed to be infringing that is to be removed or access to which is to be disabled, with information reasonably sufficient to permit the Company to locate it, such as the specific URL or store address;
• Your contact information, including your name, postal address, telephone number and email address;
• A statement that you have a good-faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law;
• A statement that the information in the notice is accurate and, under penalty of perjury, that you are the owner of, or are authorised to act on behalf of the owner of, the right that is allegedly infringed; and
• Your physical or electronic signature.

On receipt of a valid notice, the Company will act expeditiously to review the claim and, where appropriate, remove or disable access to the identified material, and will take reasonable steps to notify the affected Merchant. The Company may request additional information before acting. Submitting a knowingly false or bad-faith notice may expose you to liability for damages.

17. Counter-Notification and Restoration

If your material has been removed or disabled in response to a copyright notice and you believe this was the result of a mistake or misidentification, you may submit a written counter-notification to support@banzena.com containing all of the following:

• Identification of the material that has been removed or to which access has been disabled, and the location at which it appeared before removal;
• A statement, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification;
• Your name, postal address, telephone number and email address, and, where applicable, a statement that you consent to the jurisdiction of the appropriate courts and will accept service of process from the complainant or its agent; and
• Your physical or electronic signature.

Where the Company forwards a valid counter-notification to the original complainant and does not receive notice that the complainant has sought a court order against the affected Merchant, the Company may, in its discretion and consistent with applicable law, restore the removed material within a reasonable period, typically within ten (10) to fourteen (14) business days. The Company operates a repeat-infringer policy and will, in appropriate circumstances and in its sole discretion, suspend or terminate the Accounts of Merchants or users determined to be repeat infringers.

18. Scope of the Merchant Content Licence; Moral Rights

To the extent you provide, upload or generate Merchant Content through the Service, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable (solely to the Company's service providers and sub-processors) licence to host, store, reproduce, cache, display, transmit and adapt for technical purposes that Merchant Content, solely as necessary to operate, provide, secure, improve and promote the Service and your store. This licence exists only for so long and to the extent necessary to provide the Service to you and terminates when the relevant Merchant Content is deleted, except for residual copies retained in routine backups or as required by law.

To the fullest extent permitted by applicable law, you waive, and agree not to assert against the Company and its licensees, any moral rights or similar rights you may have in Merchant Content and in any content generated for you through the Service's AI features, to the extent necessary for the Company to exercise the rights granted in these policies. Nothing in this section transfers ownership of your Merchant Content to the Company; subject to the licence granted above, you retain ownership of the Merchant Content that you own.

19. Governing Law and Contact

This Policy, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, formation, interpretation or enforcement, is governed by and construed in accordance with the laws of the Emirate of Abu Dhabi, United Arab Emirates, without regard to its conflict-of-laws principles, and the courts of that jurisdiction shall have exclusive jurisdiction over such disputes, except (a) where applicable mandatory law provides otherwise, and (b) that the Company may seek injunctive or other equitable relief to protect its Intellectual Property Rights in any court of competent jurisdiction. Where the Terms of Service specify a dispute-resolution mechanism (such as arbitration), that mechanism applies to disputes under this Policy to the extent stated in the Terms of Service.

All notices, requests for permission to use the Banzena Marks, infringement notices, counter-notifications, and other communications under this Policy should be directed to the Company at support@banzena.com. The Banzena platform and Service are operated by Zargina Artificial Intelligence Services LLC, the developer, owner and operator of Banzena. We aim to review and respond to properly submitted intellectual property communications within a reasonable period, but our doing so does not waive any right or defence available to us.