Terms of Service

1. Agreement to these Terms

These Terms, together with the Acceptable Use Policy, the Privacy Policy and any additional terms, guidelines or policies that we publish and reference within the Service, constitute the entire and legally binding agreement between you and the Company governing your access to and use of Banzena, including the platform software, the AI store builder, hosting, included custom domains and SSL, checkout, order and customer management tools, the admin dashboard, and all related websites, applications, features and services (collectively, the "Service").

By registering for an account, accessing or using the Service, or by clicking to accept or agree to these Terms where that option is presented to you, you acknowledge that you have read and understood these Terms and agree to be bound by them. If you are entering into these Terms on behalf of a company, organisation or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case "you", "your" and "Merchant" refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not access or use the Service.

We may require you to accept updated or supplemental terms as a condition of continuing to use particular features of the Service. Where there is a conflict between these Terms and any supplemental terms applicable to a specific feature, the supplemental terms will govern with respect to that feature to the extent of the conflict. In all other cases, in the event of any conflict between these Terms and any incorporated policy, these Terms will prevail unless the policy expressly states otherwise.

2. Definitions

In these Terms, capitalised terms have the meanings given below, and other capitalised terms have the meanings given to them where they first appear:

• "Account" means the registered account through which you access and administer your store and use the Service.
• "Acceptable Use Policy" means the Company's policy governing permitted and prohibited uses of the Service, as published and updated from time to time and incorporated into these Terms by reference.
• "Banzena", "Platform" or "Service" means the hosted, multi-tenant e-commerce software-as-a-service made available at banzena.com and related domains, including the AI store builder, hosting, included custom domains and SSL, checkout, order and customer management, the admin dashboard, and all associated software, features, documentation and updates.
• "Company", "Zargina", "we", "us" or "our" means Zargina Artificial Intelligence Services LLC, the developer, owner and operator of Banzena.
• "Confirmed Sale" means a customer order transacted through your store for which payment has been successfully captured and confirmed through the applicable payment processor and not subsequently fully reversed, charged back or refunded, as further described in the fees section.
• "Customer" means an end user or buyer who visits, browses or purchases from a store operated by a Merchant using the Service.
• "Feedback" means any suggestions, ideas, improvement requests, recommendations, feedback or other input you provide to the Company regarding the Service, as further described in the feedback section.
• "Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, database rights, design rights and all other intellectual property and proprietary rights, whether registered or unregistered, anywhere in the world.
• "Merchant", "you" or "your" means the person or legal entity that registers for, accesses or uses the Service to build or operate a store.
• "Merchant Content" means all content, data and materials that you or your Customers upload, create, submit, generate, display or otherwise make available through the Service, including product listings, descriptions, pricing, images, text, store designs and configurations, business information, and Customer and order data that you control.
• "Platform Fee" means the fee charged by the Company in consideration for use of the Service, as described in the fees section.
• "Third-Party Services" means products, services, payment processors, infrastructure providers, integrations and other materials provided by parties other than the Company, including Stripe and Cloudflare.

3. Eligibility and Accounts

To use the Service you must be at least the age of majority in your jurisdiction and capable of forming a legally binding contract. The Service is intended for commercial use by merchants operating lawful businesses, and you may not use the Service if you are barred from doing so under any applicable law, or if you, your business, or any of your principals or beneficial owners are the subject of any sanctions, export-control restrictions, or denied-party designations administered by any competent governmental authority. By registering, you represent and warrant that all information you provide is true, accurate, current and complete, and you agree to keep that information updated at all times so that it remains accurate.

You are responsible for safeguarding the credentials used to access your Account, including any passwords, API keys and authentication tokens, and for restricting access to your Account and devices. You agree to maintain the security and confidentiality of your credentials, to use any available security features such as multi-factor authentication where offered, and to notify us promptly at support@banzena.com if you become aware of or suspect any unauthorised access to or use of your Account or any other breach of security. You are solely responsible for all activity that occurs under your Account, whether or not authorised by you, except to the extent caused by our own breach of these Terms or applicable law.

Each Account is associated with a single Merchant who is responsible for it. You may not share, sell, transfer or sublicense your Account, and you may not allow any person who is not authorised by you to access the Service through your Account. Where you permit staff, contractors or agents to access your Account, you remain fully responsible for their acts and omissions as if they were your own, and you must ensure that they comply with these Terms. We may refuse registration, or suspend or terminate any Account, where we reasonably believe that the eligibility or accuracy requirements of this section are not met, or where required to verify your identity or business for legal, security or fraud-prevention purposes.

4. Description of the Service and Changes

The Service enables you to build and run your own online store using an AI-assisted store builder, hosting, an included custom domain with automatic SSL, checkout, order and customer management, and an administrative dashboard. The Service is provided on a multi-tenant basis, meaning that the same underlying platform serves many Merchants, and certain resources and infrastructure are shared. The Service is hosted on and delivered through Cloudflare, and card payments are processed through Stripe, each as further described in the third-party services section.

We are continually developing and improving the Service. We may, at our discretion and without liability to you, add, modify, enhance, suspend or remove features, functionality, templates, AI capabilities, integrations or other aspects of the Service, and we may impose or change limits on certain features or restrict access to parts of the Service. We will use commercially reasonable efforts to give you reasonable advance notice of any change that we consider, acting reasonably, to be materially adverse to your use of the Service, except where a change is required for legal, security, fraud-prevention or operational reasons, or where advance notice is not practicable.

The AI store builder and other AI features generate suggestions, content and configurations based on the inputs you provide. AI-generated output may be inaccurate, incomplete, biased, outdated or unsuitable for your purposes, and similar or identical output may be generated for other users. You are responsible for reviewing, editing and approving any AI-generated output before relying on or publishing it, and for ensuring that your use of such output complies with applicable law and does not infringe the rights of any third party. We do not warrant that AI-generated output will be accurate, original, non-infringing or fit for any particular purpose, and we are not responsible for any decisions you make or actions you take based on it.

From time to time we may make beta, preview, trial or other pre-release features, templates or functionality available to you, which may be identified as such. Any such features are provided "as is" and "as available" for evaluation purposes only, may be changed or withdrawn at any time, may be subject to additional terms, and are not subject to any service commitments or warranties. We have no liability arising from or in connection with any beta or pre-release feature.

5. Merchant Responsibilities and Merchant Content

You are solely responsible for your store and your business. This includes the products and services you offer, their descriptions, images, pricing, availability and specifications; order fulfilment, shipping and delivery; customer service, communications and complaint handling; returns, refunds, cancellations and warranties; and compliance with all consumer-protection, advertising, product-safety, labelling, import or export, sanctions, anti-money-laundering and other laws applicable to your business and the goods or services you sell. The Company is a technology provider only; it is not the seller, merchant of record or party to any transaction between you and your Customers, and it does not take ownership of, inspect, fulfil or assume responsibility for your products.

You represent and warrant that you have all rights, licences, consents and permissions necessary to offer your products and services and to use, publish and distribute all Merchant Content, and that your Merchant Content and your use of the Service do not and will not infringe, misappropriate or violate the Intellectual Property Rights, privacy, publicity or other rights of any person, or any applicable law. You must sell only lawful goods and services and must not use the Service for any prohibited, restricted, fraudulent or high-risk activity, including any activity prohibited by the Acceptable Use Policy, by Stripe or by Cloudflare.

You are responsible for determining, collecting, reporting and remitting all taxes, duties and governmental charges arising from your sales, including any applicable sales, use, value-added or similar taxes, and for issuing any invoices or tax documentation required by law. The Company does not provide tax, legal or accounting advice and is not responsible for calculating, collecting or remitting taxes on your behalf. You are also responsible for the security, accuracy and lawful handling of Customer and order data within your control, for maintaining your own backups of Merchant Content, and for providing your Customers with all legally required notices and policies, including your own privacy policy, terms of sale and returns policy.

We do not pre-screen, monitor or endorse Merchant Content and are not responsible for it. However, we reserve the right, but assume no obligation, to review, refuse, remove, restrict access to, or disable any Merchant Content or store that we reasonably believe violates these Terms, the Acceptable Use Policy, any incorporated policy or applicable law, or that presents a legal, security, fraud, reputational or operational risk, in each case without liability to you and, where practicable, with notice to you.

6. Fees, Billing and Taxes

There is no monthly subscription fee for the Service. In consideration for use of the Service, the Company charges a Platform Fee equal to one percent (1%) of each Confirmed Sale transacted through your store. A custom domain and automatic SSL are included at no additional charge. The Platform Fee is calculated on the value of each Confirmed Sale and is separate from, and in addition to, any fees charged by third-party payment processors. Third-party payment-processing fees, including those charged by Stripe, are not included in the Platform Fee and are your responsibility.

You authorise the Company to calculate, invoice, charge, collect and, where applicable, deduct or set off the Platform Fee and any other amounts you owe to us from the proceeds of your sales, from amounts processed through the payment processor, or by any other payment method you have on file, as applicable. Where a Confirmed Sale is later reversed, refunded or charged back, we may adjust, credit or reconcile the corresponding Platform Fee in accordance with our then-current practices. You remain liable for any chargebacks, refunds, fines or penalties associated with your transactions, and you authorise us to recover such amounts and any related fees from you.

All fees are exclusive of taxes, and you are responsible for any taxes, duties, levies or withholdings imposed on the fees other than taxes based on the Company's net income. If you are required by law to withhold any amount from payments due to the Company, you must gross up the payment so that the Company receives the full amount it would have received absent the withholding. We may change the Platform Fee or introduce new fees for the Service or for new features, and we will give you reasonable advance notice of any such change before it takes effect. Your continued use of the Service after a fee change takes effect constitutes your acceptance of the change.

Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable and are payable in the currency we specify. Any amounts not paid when due may accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and you are responsible for all reasonable costs of collection. If you fail to pay any amount when due, or if a payment method on file is declined or reversed, we may suspend or terminate your access to the Service and pursue any other remedies available to us.

7. Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms by reference and forms part of this agreement. The Acceptable Use Policy describes activities, content and goods that are prohibited or restricted on the Platform, and you agree to comply with it at all times. A violation of the Acceptable Use Policy is a material breach of these Terms.

Without limiting the Acceptable Use Policy, you must not use the Service to engage in any unlawful, fraudulent, deceptive, infringing or harmful activity; to sell prohibited or restricted goods or services; to transmit malware or interfere with or disrupt the integrity, security or performance of the Service or its underlying infrastructure; to gain unauthorised access to the Service, other Merchants' stores or any data; to circumvent or attempt to circumvent any usage limits, security measures or access controls; to impose an unreasonable or disproportionately large load on the infrastructure; or to reverse engineer, decompile, disassemble, scrape, copy, frame, mirror or create derivative works of the Service or its software except to the extent such restriction is prohibited by applicable law.

We may investigate suspected violations and may remove or disable access to content, restrict features, throttle usage, or suspend or terminate Accounts that we reasonably believe violate the Acceptable Use Policy or these Terms, or that present legal, security, fraud, reputational or operational risk to the Company, other Merchants, Customers or Third-Party Services. We may also report any activity that we suspect violates any law or regulation to appropriate law-enforcement authorities, regulators or other third parties, and may cooperate with such parties in investigating and prosecuting unlawful conduct.

8. Intellectual Property and Ownership

As between you and the Company, the Company exclusively owns and retains all right, title and interest in and to Banzena and all Intellectual Property Rights therein, including the "Banzena" name, the Banzena logo, marks, trade names, trade dress and other brand features; the platform software, source code, object code, application programming interfaces, algorithms, models and underlying technology; the AI store builder and AI features; store templates, themes, designs, layouts, user interfaces and the look and feel of the Service; and all documentation, databases, improvements, enhancements, modifications and derivative works relating to the foregoing. These rights are owned exclusively by Zargina Artificial Intelligence Services LLC and are protected by copyright, trademark, trade-secret, database and other applicable laws and treaties throughout the world. No rights are granted to you except as expressly set out in these Terms, and all rights not expressly granted are reserved by the Company.

The Banzena name, logo and marks are trademarks of the Company. Nothing in these Terms grants you any right to use them, and you may not use, register or adopt any name, logo, mark, domain name or trade dress that is identical or confusingly similar to any Banzena mark, or otherwise hold yourself out as endorsed by or affiliated with the Company, except as expressly permitted by us in advance in writing. You must not remove, obscure, alter or falsify any proprietary, copyright, trademark or other notices appearing in or on the Service, and you acknowledge that any goodwill arising from use of the Banzena marks inures solely to the benefit of the Company.

Subject to your continued compliance with these Terms and payment of all applicable fees, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service solely for the purpose of building and operating your own store during the term of these Terms. You may not sell, resell, rent, lease, sublicense, distribute, or make the Service available to any third party except your own Customers in the ordinary operation of your store, and you may not use the Service to build, train or improve any product or service that competes with the Service. This licence terminates automatically on termination of these Terms or your Account.

As between you and the Company, you retain all right, title and interest in and to your Merchant Content. You grant the Company a worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to host, store, reproduce, cache, modify (for formatting and technical purposes), display, perform, distribute and otherwise use and process Merchant Content solely as necessary to provide, operate, secure, maintain, improve and promote the Service, to comply with applicable law, and to enforce these Terms. You further grant the Company a non-exclusive, worldwide, royalty-free licence to use your name, store name and logo to identify you as a Merchant in the Company's customer lists and promotional materials, which licence you may revoke by written notice to support@banzena.com. The foregoing licences continue for as long as your Merchant Content remains on the Service and for a reasonable period thereafter to permit backups, deletion and compliance with legal obligations. You are solely responsible for your Merchant Content and for maintaining your own backups of it.

9. Feedback

If you provide the Company with any Feedback regarding the Service, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable licence to use, reproduce, modify, adapt, publish, exploit and otherwise incorporate the Feedback for any purpose, including to develop, improve, market and commercialise the Service and other products and services, without any obligation, attribution, accounting or compensation to you. To the extent any rights in the Feedback cannot be licensed under applicable law, you irrevocably assign those rights to the Company, and you waive any moral rights you may have in the Feedback.

Feedback is provided voluntarily and is not confidential or proprietary to you, and the Company is free to use it without restriction. You represent that you have all rights necessary to provide the Feedback on these terms and that the Feedback does not infringe the rights of any third party. Nothing in these Terms requires the Company to act on, implement, retain or respond to any Feedback, and the Company has no obligation to keep any Feedback confidential.

10. Third-Party Services

The Service relies on and may interoperate with Third-Party Services, including Stripe for card payment processing and Cloudflare for hosting, content delivery, security and bot-protection, and transactional email delivery. The Company does not store full card numbers. Your use of Third-Party Services may be subject to the separate terms, policies and pricing of those providers, and by using the relevant features of the Service you agree to comply with those third-party terms. You are responsible for establishing and maintaining any accounts required with such providers, including a Stripe account for receiving payments, and for satisfying their onboarding, verification and compliance requirements.

Third-Party Services are provided by the relevant third parties and not by the Company. The Company does not control and is not responsible or liable for the availability, performance, security, accuracy, content, acts or omissions of any Third-Party Service, and the Company makes no warranties of any kind in respect of them. Any dispute you have with a Third-Party Service provider, including in relation to payment processing, payouts, holds, reserves, fees or chargebacks, is between you and that provider.

The Service may include or be distributed with third-party or open-source software components that are subject to their own licence terms; in the event of a conflict, those licence terms govern your use of the applicable component to the extent required. If a Third-Party Service ceases to be available, changes its terms, or is suspended or terminated, this may affect the operation of the Service, and the Company may modify, suspend or discontinue the affected functionality without liability to you. Any integrations you choose to enable are at your own risk and subject to the applicable provider's terms.

11. Privacy and Data Protection

The Company's collection, use and disclosure of personal data in connection with the Service is described in the Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read the Privacy Policy and consent to the practices described in it. The Privacy Policy explains, among other things, the sub-processors and infrastructure providers the Company relies on, including Cloudflare and Stripe.

As a Merchant, you act as the controller of the Customer and order data you collect through your store, and the Company acts as a processor of that data on your behalf. You are responsible for complying with all data-protection and privacy laws applicable to that data, including establishing a lawful basis for processing, providing your Customers with a compliant privacy notice, obtaining any required consents, and honouring data-subject rights. The Company processes such data on your behalf solely to provide the Service and as otherwise permitted by the Privacy Policy and applicable law, and will only act on your documented instructions except where required by law. You must not use the Service to collect or process personal data in violation of any applicable law or any rights of your Customers, and you must not provide the Company with any special categories of personal data except through features designed for that purpose.

Each party will implement and maintain appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, taking into account the nature of the data and the risks involved. Where required by applicable data-protection law, the parties agree to enter into any additional data-processing terms reasonably necessary to address such requirements, which will supplement and form part of these Terms.

12. Term, Suspension and Termination

These Terms take effect when you first accept them or first access the Service and continue until terminated in accordance with this section. You may stop using the Service and terminate your Account at any time through the controls provided in the admin dashboard or by contacting us at support@banzena.com. Termination does not relieve you of your obligation to pay any fees or other amounts accrued or owing prior to termination.

We may suspend or restrict your access to all or part of the Service, or terminate these Terms and your Account, immediately and without liability, where: you materially breach these Terms, the Acceptable Use Policy or any incorporated policy and, where the breach is capable of remedy, fail to remedy it within any period we specify; you fail to pay any amount when due; we reasonably believe your use of the Service is unlawful, fraudulent, deceptive or harmful, or presents legal, security, fraud, reputational, financial or operational risk to the Company, other Merchants, Customers or Third-Party Services; you become insolvent, enter administration or liquidation, or are unable to pay your debts as they fall due; a Third-Party Service provider requires it; or we are required to do so by law or by a competent authority. We may also discontinue the Service, or terminate these Terms for convenience, on reasonable prior notice to you.

On termination of these Terms or your Account, your licence to use the Service ends immediately, your store may be taken offline, and we may delete or disable access to your Merchant Content in accordance with our data-retention practices and applicable law, subject to any obligation we have to retain it. For a reasonable period following termination, except where termination results from your breach or where prohibited by law, we will make commercially reasonable efforts to permit you to export Merchant Content using available export tools; you are responsible for exporting or retaining any Merchant Content you wish to keep before termination. Any provision of these Terms that by its nature should survive termination will survive, including provisions relating to fees and amounts owed, intellectual property and ownership, the Feedback licence, disclaimers, limitation of liability, indemnification, governing law and dispute resolution, and the general provisions.

13. Disclaimers; No Warranty

The Service, including the AI store builder, all AI features, templates, hosting, custom domains, SSL and all related materials, is provided on an "as is" and "as available" basis, with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties, conditions, representations and terms, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, quiet enjoyment, and non-infringement, and any warranties arising from course of dealing, usage or trade practice.

Without limiting the foregoing, the Company does not warrant that the Service will be uninterrupted, timely, secure, error-free or free of harmful components; that any defects will be corrected; that the Service will meet your requirements or achieve any particular results, including any sales, revenue or business outcomes; or that any content, including AI-generated output, will be accurate, complete, reliable, current, original or non-infringing. You are solely responsible for evaluating the suitability of the Service for your business and for any decisions you make based on it. Any material obtained through the Service is accessed at your own discretion and risk, and you are solely responsible for any damage resulting from it. No advice or information, whether oral or written, obtained from the Company or through the Service creates any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of statutory consumer rights, so some of the above exclusions may not apply to you to the extent prohibited by applicable law; in that case, such warranties are limited in duration and scope to the minimum extent permitted by law.

14. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will the Company, its affiliates, or their respective directors, officers, employees, agents, suppliers or licensors be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, sales, goodwill, business, anticipated savings, reputation, data, or content, or for any business interruption, in each case whether or not foreseeable and regardless of the theory of liability, arising out of or in connection with these Terms or the Service, even if the Company has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the total aggregate liability of the Company and its affiliates and their respective directors, officers, employees, agents, suppliers and licensors arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), strict liability, statute or otherwise, will not exceed the greater of (a) the total amount of Platform Fees actually paid by you to the Company for the Service during the three (3) month period immediately preceding the event giving rise to the liability, or (b) one hundred United States dollars (USD 100). The foregoing limitations apply in the aggregate and not per incident, and the existence of more than one claim will not enlarge the cap.

The limitations and exclusions in this section apply to the fullest extent permitted by applicable law and form an essential basis of the bargain between you and the Company; the Service would not be provided to you without them, and they apply even if any limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation; and where applicable law limits the extent to which liability can be excluded or limited, the Company's liability is limited to the minimum extent permitted by law.

15. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, suppliers and licensors (each an "Indemnified Party") from and against any and all claims, demands, actions, investigations, proceedings, liabilities, damages, losses, fines, penalties, costs and expenses (including reasonable legal fees and the costs of enforcing this indemnity) arising out of or relating to: your use of the Service; your store, products, services and business; your Merchant Content; your transactions with and the conduct of your Customers; your collection, handling or remittance of taxes; your collection, processing or handling of Customer or personal data; your violation of these Terms, the Acceptable Use Policy, the Privacy Policy or any applicable law; or your infringement, misappropriation or violation of any Intellectual Property Rights, privacy, publicity or other rights of any third party.

The Company will provide you with reasonable notice of any claim subject to indemnification, provided that any failure or delay in giving notice will not relieve you of your obligations except to the extent you are materially prejudiced by the delay. The Company may, at its option, assume sole control of the defence and settlement of any such claim with counsel of its own choosing at your expense, or participate in the defence with counsel of its own choosing at its own expense. You may not settle any claim in a manner that imposes any obligation, admission or liability on, or that adversely affects the rights of, any Indemnified Party without the Company's prior written consent. This indemnification obligation is in addition to, and not in lieu of, any other remedies available to the Company.

16. Governing Law and Dispute Resolution

These Terms, and any dispute, claim or controversy arising out of or in connection with them or the Service, including their existence, validity, interpretation, performance, breach or termination, and any non-contractual obligations arising out of or in connection with them, are 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 excluding the United Nations Convention on Contracts for the International Sale of Goods.

Before initiating any formal proceedings, the parties agree to first attempt to resolve any dispute informally and in good faith. You agree to contact us at support@banzena.com with a written description of the dispute, and the parties will use reasonable efforts to negotiate a resolution for a period of at least thirty (30) days from the date of that notice. Many concerns can be resolved quickly and to your satisfaction in this way. This informal-resolution requirement does not apply where a party seeks urgent injunctive or other equitable relief.

If the dispute is not resolved through informal resolution, you and the Company agree that the dispute will be subject to the exclusive jurisdiction of the competent courts of the Emirate of Abu Dhabi, United Arab Emirates, and each party irrevocably submits to that jurisdiction and venue and waives any objection based on forum non conveniens, except that the Company may seek injunctive or other equitable relief to protect its Intellectual Property Rights or confidential information in any court of competent jurisdiction. To the extent permitted by applicable law, any dispute will be resolved on an individual basis, and you waive any right to participate in a class, collective or representative action or in any consolidated proceeding. To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim arose, after which it is permanently barred.

17. Changes to these Terms

We may revise or update these Terms from time to time to reflect changes in the Service, our business, legal or regulatory requirements, or for other legitimate reasons. When we make changes, we will update the date or version of these Terms and, where the changes are material, take reasonable steps to notify you, such as by posting a notice within the Service, sending a transactional email, or other appropriate means.

Unless we state otherwise or applicable law requires immediate effect, changes become effective when posted or on the date stated in the notice. Your continued access to or use of the Service after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and may terminate your Account. It is your responsibility to review these Terms periodically. We will not apply material changes retroactively to disputes that arose before the change took effect.

18. Force Majeure

The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events or circumstances beyond its reasonable control (each a "Force Majeure Event"), including acts of God, natural disasters, fire, flood, earthquake, severe weather, epidemics or pandemics, war, terrorism, civil unrest, riots, embargoes, governmental action, changes in law, labour disputes or shortages, failures or interruptions of the internet, telecommunications, hosting, electrical or other utility services, failures or acts of Third-Party Services or suppliers (including Stripe and Cloudflare), cyberattacks, denial-of-service attacks, ransomware, or other security incidents.

During the continuance of a Force Majeure Event, the Company's affected obligations will be suspended, and the time for performance will be extended for the duration of the event. The Company will use commercially reasonable efforts to notify you of any material Force Majeure Event, to mitigate its effect, and to resume performance as soon as reasonably practicable. Nothing in this section relieves you of your obligation to pay any amounts owed to the Company.

19. General Provisions

Assignment. You may not assign, transfer or delegate these Terms or any of your rights or obligations under them, in whole or in part, whether by operation of law or otherwise, without the Company's prior written consent, and any attempted assignment in violation of this provision is void. The Company may freely assign, transfer or delegate these Terms and its rights and obligations, in whole or in part, including in connection with a merger, acquisition, reorganisation, financing or sale of assets, without your consent and without notice. These Terms bind and benefit the parties and their permitted successors and assigns.

Severability; No Waiver. If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it will be severed, and the remaining provisions will continue in full force and effect. The Company's failure or delay in exercising any right, power or remedy under these Terms does not operate as a waiver of it, and no single or partial exercise of any right, power or remedy precludes any further exercise. A waiver is effective only if made in writing by the Company.

Electronic Communications and Notices. You consent to receive communications from the Company in electronic form, whether through the Service, the admin dashboard, or the email address associated with your Account, and you agree that all agreements, notices, disclosures and other communications provided to you electronically satisfy any legal requirement that such communications be in writing. We may provide notices to you through the Service, the admin dashboard, or the email address associated with your Account, and you may provide notices to us at support@banzena.com; notices are deemed given when sent or posted. It is your responsibility to keep your contact information current and to monitor the email address associated with your Account.

Export and Sanctions Compliance. You represent and warrant that you are not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, that you are not identified on any sanctions or denied-party list, and that you will not use or export the Service in violation of any applicable export-control, sanctions or anti-corruption laws. You agree to comply with all such laws in your use of the Service.

Entire Agreement; Relationship; Third Parties; Headings. These Terms, together with the Acceptable Use Policy, the Privacy Policy and any other policies or supplemental terms incorporated by reference, constitute the entire agreement between you and the Company regarding the Service and supersede all prior or contemporaneous agreements, understandings and communications, whether written or oral, on that subject. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between you and the Company; the parties are independent contractors. Except for the Indemnified Parties and the Company's affiliates, licensors and suppliers in respect of the provisions that benefit them, these Terms do not confer any rights on any third party. Section headings are for convenience only and do not affect the interpretation of these Terms. If these Terms are provided to you in more than one language and there is a conflict, the English version prevails to the extent permitted by applicable law.

20. Electronic Communications and Consent

By creating an Account or using the Service, you consent to receive communications from the Company in electronic form, including by email to the address associated with your Account, by messages posted within the Service or admin dashboard, and by notices published at banzena.com. You agree that all agreements, notices, disclosures and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by applicable law.

You are responsible for keeping the email address and contact details associated with your Account current so that the Company can deliver electronic communications to you. You may withdraw your consent to receive non-essential communications by following the unsubscribe instructions in those communications; however, you may not opt out of service, transactional, security and legal communications relating to your Account or the Service for as long as you continue to use it.

21. Individual Disputes; Class Action Waiver

To the fullest extent permitted by applicable law, you and the Company agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative action. Unless both you and the Company agree otherwise in writing, no arbitrator or court may consolidate more than one person's claims or otherwise preside over any form of representative or class proceeding.

Before commencing any formal proceeding, the parties agree to first attempt to resolve the dispute informally by contacting one another at support@banzena.com and negotiating in good faith for at least thirty (30) days after written notice of the dispute is given. Where the class-action waiver or any agreed arbitration described in these Terms is not permitted or is unenforceable under the law of the Emirate of Abu Dhabi, United Arab Emirates or other applicable mandatory law, that provision applies only to the extent permitted, and the remainder of the dispute-resolution and governing-law provisions of these Terms continue to apply. Nothing in these Terms limits any non-waivable statutory right you may have.

22. Data Processing

To the extent the Company Processes personal data on your behalf in providing the Service - for example, personal data relating to your Customers - it does so as a processor acting on your documented instructions, and you act as the controller of that personal data. The Privacy Policy describes the roles of the parties, the categories of data Processed, the security measures applied and the sub-processors engaged, and operates as the data-processing terms between you and the Company.

You are responsible for having a lawful basis to collect your Customers' personal data and to share it with the Company, and for providing your Customers with all legally required privacy notices and choices. You must not provide the Company with special categories of personal data except as strictly necessary for the Service and permitted by law.

23. Survival

Any provision of these Terms that by its nature should survive the suspension, termination or expiry of your access to the Service will survive, including, without limitation: the licences you grant to the Company in respect of Merchant Content and Feedback; all provisions relating to Intellectual Property and ownership; accrued payment and Platform Fee obligations; the Disclaimers; the Limitation of Liability; the Indemnification obligations; the provisions on Individual Disputes and Class Action Waiver; the Governing Law and Dispute Resolution provisions; and these General Provisions.

24. Contact

If you have any questions about these Terms, the Service, or your Account, or if you need to provide any legal, privacy or intellectual-property notice to the Company, please contact us at support@banzena.com. This is the primary contact point for all matters relating to these Terms, including notices of disputes under the governing law and dispute resolution section and notices of alleged intellectual-property infringement.

Banzena is developed, owned and operated by Zargina Artificial Intelligence Services LLC. References in these Terms to "the Company", "Zargina", "we", "us" or "our" are to Zargina Artificial Intelligence Services LLC. The "Banzena" name, the Banzena logo and marks, and the platform and all related intellectual property are owned exclusively by Zargina Artificial Intelligence Services LLC. These Terms are effective as of the date last updated and stated within the Service, and your continued use of the Service constitutes your acceptance of the version then in effect.