HEVRON LABS

TERMS AND CONDITIONS

A Trade Name of Amazing Shine Group, LLC

Doral, Florida 33178, United States

Effective Date: April 7, 2025 | Last Updated: April 26, 2026

These Terms and Conditions (the "Terms", "Agreement") constitute a legally binding contract between you ("Client", "User", "you", or "your") and Amazing Shine Group, LLC, a Florida limited liability company doing business as Hevron Labs ("Hevron Labs", "Company", "we", "us", or "our"), with its principal place of business in Doral, Miami-Dade County, Florida. These Terms govern your access to and use of the website hevronlabs.com (the "Website"), as well as all professional services, deliverables, software, automations, content, and related products provided by Hevron Labs (collectively, the "Services").

BY ACCESSING THE WEBSITE, ENGAGING OUR SERVICES, EXECUTING A PROPOSAL, OR MAKING ANY PAYMENT TO HEVRON LABS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND EXPRESSLY AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION CLAUSE, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER SET FORTH IN SECTION 17. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE WEBSITE AND THE SERVICES.

These Terms incorporate by reference our Privacy Policy, Cookie Policy, Refund Policy, and any service-specific Statement of Work, Proposal, or Master Service Agreement (collectively, the "Ancillary Agreements"). In the event of any conflict between these Terms and an executed Ancillary Agreement, the Ancillary Agreement shall control with respect to its specific subject matter.

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Client" means the individual, business entity, or organization that engages Hevron Labs for any Service, executes a Proposal, or makes payment for Services.
"Deliverables" means all final work products, materials, designs, code, content, configurations, reports, and assets created by Hevron Labs and delivered to the Client pursuant to a specific Service engagement.
"Proprietary Systems" means Hevron Labs' proprietary frameworks, methodologies, automation infrastructure, AI-driven workflows, chatbots, scripts, code libraries, integrations, prompt engineering, machine learning models, CRM templates, processes, and know-how, whether developed prior to or during a Service engagement.
"Proposal" means any written quote, statement of work, scope document, service agreement, or contract executed between Hevron Labs and the Client describing the specific Services to be provided.
"Services" means all professional services rendered by Hevron Labs as described in Section 3, whether project-based or recurring.
"User" means any person who accesses or browses the Website, regardless of whether they engage Services.

2. ACCEPTANCE OF TERMS AND ELIGIBILITY

2.1 Acceptance

Your acceptance of these Terms occurs upon any of the following events: (a) accessing or browsing the Website; (b) executing a Proposal; (c) making any payment to Hevron Labs; (d) submitting a contact, intake, or onboarding form; or (e) accepting Services in any other manner. You represent and warrant that you have the legal capacity and authority to enter into this Agreement.

2.2 Eligibility and B2B Nature

Hevron Labs provides Services exclusively to commercial entities, business owners, professionals, and organizations operating within the United States. You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you are entering into this Agreement on behalf of a legally formed business entity, sole proprietorship, or in your professional capacity; (c) you have full legal authority to bind such entity to this Agreement; and (d) your engagement of the Services is for legitimate business purposes and not for personal, family, or household use.

2.3 Authority of Signatory

If you are entering into this Agreement on behalf of an entity, you personally represent and warrant that you have full corporate authority to do so, and you personally indemnify Hevron Labs against any claim that you lacked such authority.

3. SERVICES OFFERED

Hevron Labs provides the following professional Services, subject to the specific scope defined in each executed Proposal:

Digital marketing strategy and paid advertising management, including campaigns on Meta (Facebook and Instagram), Google Ads, TikTok, LinkedIn, and other platforms;
Branding, graphic design, logo development, and visual identity systems;
Website design and development, e-commerce platforms, landing pages, and conversion-optimized funnels;
Search Engine Optimization (SEO) and organic positioning strategies;
Marketing automation, AI-powered chatbots, workflow automation, and integration of artificial intelligence tools;
Customer Relationship Management (CRM) integrations, configuration, and management;
Lead generation systems, sales funnels, and pipeline architecture;
Social media management, content creation, photography, video production, and post-production editing;
Strategic consulting, analytics, performance reporting, and campaign optimization.

The specific scope, deliverables, timelines, and pricing for any Service shall be defined in the applicable Proposal. Any Service not expressly listed in a Proposal is excluded from the engagement and may be subject to additional fees.

4. SERVICE MODALITIES

4.1 Project-Based Services

Project-based Services require a non-refundable initial payment of fifty percent (50%) of the total project value, payable in full prior to the commencement of any work. The remaining fifty percent (50%) is due upon project completion and immediately prior to final delivery of the Deliverables. Hevron Labs is not obligated to commence, continue, or release any Deliverable until all payments due have been received in cleared funds.

4.2 Recurring/Subscription Services

Recurring Services (including but not limited to monthly ad management, SEO retainers, social media management, and ongoing automation maintenance) are billed on a recurring monthly basis in advance. Each billing cycle commences on the date of the initial payment and renews automatically every thirty (30) days unless properly cancelled in accordance with Section 6.2.

4.3 Custom Engagements

Certain Services may require the execution of a separate Master Service Agreement, Statement of Work, or service-specific contract addressing scope, deliverables, deadlines, intellectual property allocation, confidentiality, and other tailored terms. Such agreements shall supplement these Terms and shall control with respect to their specific subject matter.

5. PAYMENT TERMS

5.1 Accepted Payment Methods

Hevron Labs accepts payment via: (a) credit and debit cards (Visa, Mastercard, American Express, Discover) processed through secure third-party payment processors (including Stripe, Inc. and Square, Inc.); (b) Zelle transfers; (c) ACH or wire bank transfers; (d) business checks (subject to clearance prior to commencement of any Service); and (e) cash, subject to prior written coordination.

For recurring/subscription Services, Hevron Labs primarily uses Stripe as the recurring payment processor. By providing payment information for recurring Services, the Client expressly authorizes Hevron Labs and its payment processors to charge the designated payment method on each billing cycle.

Zelle Disclaimer: The Client acknowledges that Zelle transfers do not provide the same consumer protections as credit card payments. Zelle transfers are final and non-reversible. Hevron Labs is not responsible for errors made by the Client when initiating Zelle payments.

Returned Check Fee: Any check returned by the Client's bank for insufficient funds, closed account, or any other reason shall incur an administrative fee of thirty-five dollars ($35.00 USD), in addition to all amounts owed, payable on demand.

All amounts are denominated in United States Dollars (USD) and exclude any applicable taxes, which shall be the sole responsibility of the Client.

5.2 Payment Authorization for Recurring Services

By providing a payment method for recurring Services, you expressly authorize Hevron Labs (and its third-party payment processors) to charge such payment method on each billing cycle automatically until the Services are properly cancelled. You are responsible for maintaining valid and updated payment information.

5.3 Late Payments

Any payment not received by its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Florida law, whichever is lower, calculated from the due date until paid in full. Hevron Labs reserves the right to suspend or terminate Services without notice for any payment that is more than five (5) business days overdue, without obligation to issue any refund.

5.4 Recovery Costs

In the event Hevron Labs must engage a collection agency, attorney, or any third party to recover unpaid amounts, the Client shall be liable for all collection costs, attorneys' fees, court costs, arbitration fees, and related expenses incurred in such recovery.

5.5 Chargebacks and Disputed Transactions

The Client agrees not to initiate any chargeback, payment reversal, or transaction dispute with their bank, credit card issuer, or Stripe without first attempting in good faith to resolve the matter directly with Hevron Labs through the dispute resolution process set forth in Section 17. The initiation of any chargeback that Hevron Labs determines, in its reasonable discretion, to be without merit, fraudulent, or in violation of this Section, shall constitute a material breach of this Agreement and shall result in:

Immediate suspension or termination of all Services;
Forfeiture of all prepaid amounts, with no refund;
Imposition of a one hundred dollar ($100.00 USD) administrative chargeback fee per disputed transaction, payable on demand;
Liability for all related processor fees, legal fees, and collection costs;
Revocation of all licenses to use any Deliverables until full payment, including the chargeback fee, is restored.

The Client acknowledges that this provision is a reasonable estimate of the administrative burden and damages caused by improper chargebacks and is not a penalty.

6. CANCELLATIONS AND REFUNDS

6.1 Refund Policy for Project-Based Services

Refund eligibility for project-based Services is governed by the following framework, which the Client acknowledges as fair and reflective of the work-in-progress nature of professional services:

First-Month Eighty Percent (80%) Refund Window: If, within the first thirty (30) days following the initial payment, the Client elects not to proceed with the Services, the Client may be eligible to receive an eighty percent (80%) refund of amounts paid, ONLY if Hevron Labs has not yet commenced active execution within any third-party advertising or marketing platform (including but not limited to Meta Ads Manager, Google Ads, TikTok Ads, LinkedIn Campaign Manager, or any other paid media platform). The retained twenty percent (20%) compensates Hevron Labs for completed strategic work, including market research, competitive analysis, audience analysis, strategy development, account audits, creative concepting, kickoff meetings, project management, onboarding, and presentation of strategy.
Post-Activation: No Refund. Once Hevron Labs has accessed, configured, modified, launched, or otherwise actively engaged any third-party advertising platform, CRM system, automation infrastructure, or technical environment on the Client's behalf, no refund of any kind shall be issued. The Client's sole remedy at that stage is to cancel future Services in accordance with Section 6.2.
Cancellable Anytime: The Client may cancel future Services at any time pursuant to Section 6.2. The minimum financial commitment is the first month's fees, which are deemed earned upon Hevron Labs commencing any platform activation work.
Non-Refundable Hard Costs: Third-party costs (including ad spend, software subscriptions, stock asset licenses, domain registrations, hosting, plugins, and platform fees) are never refundable under any circumstances.

6.2 Cancellation of Recurring Services

To cancel any recurring Service, the Client must provide written notice to hello@hevronlabs.com no later than fifteen (15) calendar days before the next billing cycle. Cancellation requests received with less than fifteen (15) days' notice shall take effect at the end of the following billing cycle, and the Client remains liable for all fees through that cycle. No partial-month refunds shall be issued. Verbal cancellations, social media messages, or notices to non-designated channels are not valid.

6.3 Termination by Hevron Labs

Hevron Labs reserves the right to terminate this Agreement and any Services at any time, with or without cause, upon written notice. Termination by Hevron Labs for the Client's material breach (including non-payment, abusive conduct under Section 7, or violation of Section 9) shall result in forfeiture of any pending refunds and immediate liability for any outstanding amounts.

6.4 Effect of Termination

Upon termination: (a) all unpaid amounts become immediately due and payable; (b) Hevron Labs shall cease all Services; (c) the Client's access to any platform, dashboard, or shared resource provided by Hevron Labs may be revoked; (d) any licenses granted to the Client for Proprietary Systems shall terminate; and (e) the provisions of Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 shall survive termination.

"Refund eligibility is governed by our Refund and Cancellation Policy"

7. CLIENT CONDUCT AND TERMINATION FOR CAUSE

7.1 Standards of Conduct

The Client agrees to engage with Hevron Labs personnel in a professional, respectful, and collaborative manner. Hevron Labs maintains a zero-tolerance policy regarding abusive, harassing, discriminatory, threatening, or unreasonably uncooperative conduct directed at any of its employees, contractors, or representatives.

7.2 Three-Strike Policy

Hevron Labs reserves the absolute right to terminate this Agreement upon three (3) documented incidents of any of the following:

Verbal abuse, harassment, threats, or use of profanity directed at Hevron Labs personnel;
Discriminatory conduct, hate speech, or bigoted remarks;
Failure to provide required materials, approvals, content, access credentials, or feedback within the timeframes reasonably requested by Hevron Labs;
Repeated failure to attend scheduled meetings, calls, or onboarding sessions without reasonable advance notice;
Demands materially outside the agreed scope without execution of a change order;
Public defamation of Hevron Labs on social media, review sites, or other public forums while the engagement is active.

7.3 Immediate Termination

Notwithstanding the three-strike policy, Hevron Labs reserves the right to terminate this Agreement immediately, without prior warning, in cases of: (a) physical threats; (b) sexual harassment; (c) attempted fraud; (d) any conduct that creates legal exposure for Hevron Labs; or (e) any other conduct deemed sufficiently egregious in Hevron Labs' sole reasonable discretion.

7.4 Consequences of Termination for Cause

Termination under this Section 7 shall result in: (a) immediate cessation of all Services; (b) complete forfeiture of all prepaid amounts, with no refund of any kind; (c) immediate payment of any outstanding balances; (d) revocation of all licenses to Proprietary Systems; and (e) reservation by Hevron Labs of all legal rights and remedies.

8. INTELLECTUAL PROPERTY

8.1 Client Ownership of Final Deliverables

Subject to the Client's full and final payment of all amounts owed for a particular Service, Hevron Labs hereby assigns to the Client all right, title, and interest in and to the final, delivered, custom-created creative Deliverables specifically produced for the Client, including:

Final approved logos, brand identity assets, and visual design files;
Final delivered website code, design layouts, and graphic assets created exclusively for the Client;
Final approved content, copy, photography, and video produced specifically for the Client;
Custom marketing collateral expressly identified as a Deliverable in the Proposal.

Until full payment is received, Hevron Labs retains all ownership rights, and the Client has no license to use, deploy, modify, or distribute any Deliverable. Any unauthorized use of unpaid Deliverables constitutes copyright infringement and a material breach of this Agreement.

8.2 Hevron Labs' Retained Ownership of Proprietary Systems

Notwithstanding Section 8.1, Hevron Labs exclusively retains all right, title, and interest, including all intellectual property rights, in and to the Proprietary Systems. The Client expressly acknowledges and agrees that the following are and shall remain the exclusive property of Hevron Labs:

All AI-driven automations, automation workflows, integrations, and orchestration architectures;
All custom-built or configured chatbots, conversational AI systems, prompt frameworks, and language model integrations;
All scripts, code libraries, APIs, custom functions, webhooks, and technical infrastructure developed by Hevron Labs;
All CRM templates, pipeline architectures, automation sequences, tagging systems, and data structures;
All proprietary methodologies, processes, frameworks, audit systems, and strategic playbooks;
All know-how, trade secrets, and confidential business information.

With respect to the Proprietary Systems deployed for the Client's benefit, Hevron Labs grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable license to use such Proprietary Systems solely for the Client's internal business operations during the term of the engagement. This license terminates automatically upon termination of Services. The Client shall not reverse-engineer, replicate, modify, distribute, sublicense, or otherwise commercialize any Proprietary System.

8.3 Hevron Labs' Reference and Improvement Rights

The Client grants Hevron Labs a perpetual, worldwide, royalty-free, non-exclusive license to:

Retain copies of all Deliverables, work product, project files, performance data, and analytics for internal reference, archival, training, quality assurance, and methodology improvement purposes;
Use anonymized and/or aggregated performance data, learnings, insights, and outcomes to refine Hevron Labs' strategies, services, and Proprietary Systems for the benefit of all current and future clients;
Use the Client's name, logo, brand assets, and a description of the Services performed for the purposes of portfolio display, case studies, social media posts, sales presentations, marketing materials, and proposals to prospective clients.

The license described in this Section 8.3 shall continue notwithstanding termination of this Agreement. The Client may revoke the portfolio/case study/marketing rights described in the third bullet only by providing express written notice to hello@hevronlabs.com prior to or during the engagement; such revocation shall be prospective only and shall not affect previously published or distributed materials.

8.4 Client-Provided Materials

The Client retains ownership of all pre-existing materials it provides to Hevron Labs (including logos, photographs, copy, brand guidelines, customer data, and product information) ("Client Materials"). The Client grants Hevron Labs a non-exclusive license to use, modify, reproduce, and incorporate Client Materials solely as reasonably necessary to perform the Services.

8.5 Third-Party and Licensed Materials

Certain Deliverables may incorporate third-party assets (including stock photography, fonts, plugins, software libraries, themes, or templates) governed by separate licenses. The Client's rights to such third-party assets are limited to the terms of the applicable third-party license, and Hevron Labs makes no representation or warranty regarding such third-party materials.

8.6 Trademark Notice

"Hevron Labs" and all associated logos, trade dress, and brand elements are trademarks of Amazing Shine Group, LLC. No license to use such trademarks is granted under this Agreement, except for the limited reference rights expressly set forth herein.

9. CLIENT REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS

9.1 Client Representations and Warranties

The Client represents, warrants, and covenants that:

All Client Materials provided to Hevron Labs are owned by the Client or properly licensed for the intended use, and do not infringe any third-party intellectual property, privacy, publicity, or other rights;
All information, data, statements, claims, and representations provided to Hevron Labs (including those used in advertisements, websites, and marketing campaigns) are truthful, accurate, non-misleading, and compliant with all applicable laws, including the Federal Trade Commission Act, FTC Endorsement Guides, CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), and state consumer protection laws;
The Client's products, services, and business operations comply with all applicable federal, state, and local laws and regulations;
The Client has all necessary licenses, permits, registrations, and authorizations to operate its business and to make the marketing claims it requests Hevron Labs to publish;
The Client will comply with all advertising platform policies (including Meta Advertising Policies, Google Ads Policies, and similar platform terms) and acknowledges that violations may result in account suspension for which Hevron Labs is not responsible;
The Client will not engage Hevron Labs to perform any Service that is unlawful, fraudulent, deceptive, defamatory, or harmful to third parties.

9.2 Client Cooperation Obligations

The Client acknowledges that timely performance of the Services depends on the Client's reasonable cooperation. The Client agrees to:

Provide all required materials, information, content, approvals, access credentials, and feedback within the timeframes reasonably requested;
Designate a single primary point of contact with authority to make decisions and provide approvals;
Respond to communications within five (5) business days unless otherwise agreed;
Maintain ownership of and pay directly for all third-party platforms, ad accounts, hosting, software subscriptions, and ad spend, unless expressly included in the Proposal.

Delays caused by the Client's failure to fulfill these obligations shall extend Hevron Labs' performance deadlines accordingly and shall not constitute a breach by Hevron Labs.

10. DISCLAIMER OF WARRANTIES AND PERFORMANCE DISCLAIMERS

10.1 General Disclaimer

THE WEBSITE, SERVICES, AND ALL DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEVRON LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

10.2 No Guarantee of Marketing Results

The Client expressly acknowledges and agrees that digital marketing, advertising, search engine optimization, and lead generation are inherently variable disciplines whose outcomes depend on a multitude of factors outside Hevron Labs' control. Hevron Labs makes NO representation, warranty, or guarantee regarding:

Specific or expected returns on advertising spend (ROAS) or return on investment (ROI);
Specific volumes of leads, conversions, sales, revenue, or customer acquisition;
Search engine rankings, keyword positions, organic traffic levels, or domain authority scores;
Click-through rates, cost per click, cost per acquisition, or any specific performance metric;
Approval, continued operation, or non-suspension of any third-party advertising account;
Performance of third-party platforms, algorithms, or policies (including changes to Meta, Google, TikTok, or any other platform);
Speed of results, with the Client acknowledging that meaningful results from optimization, testing, and audience learning typically require sustained execution over multiple cycles.

10.3 Multifactorial Performance Variables

The Client acknowledges that the success of any marketing engagement depends on numerous factors, including: (a) the inherent product-market fit of the Client's offerings; (b) competitive pricing relative to the market; (c) the Client's sales team responsiveness, follow-up speed, and conversion capability; (d) website conversion infrastructure; (e) product/service quality; (f) seasonal market conditions; (g) macroeconomic factors; (h) operational consistency; (i) the Client's responsiveness in providing assets, approvals, and feedback; (j) third-party platform algorithm changes; (k) regulatory and policy shifts; and (l) the Client's overall business operations. The Client accepts sole responsibility for these factors and acknowledges that Hevron Labs' role is limited to professional execution of the agreed Services.

10.4 Third-Party Platform Disclaimers

Hevron Labs is not affiliated with, endorsed by, or an agent of Meta Platforms, Inc., Google LLC, TikTok, LinkedIn Corporation, Stripe, Inc., or any other third-party platform. The Client's use of such platforms is subject to those platforms' own terms of service, and Hevron Labs is not responsible for any platform's actions, including account suspensions, ad disapprovals, policy changes, downtime, or data loss.

11. LIMITATION OF LIABILITY

THE PROVISIONS OF THIS SECTION 11 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES. THE FEES CHARGED BY HEVRON LABS REFLECT THIS ALLOCATION OF RISK.

11.1 Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEVRON LABS, ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR REPUTATIONAL HARM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR THE WEBSITE, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF HEVRON LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF HEVRON LABS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR THE WEBSITE, FOR ANY AND ALL CLAIMS OF ANY KIND OR NATURE, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO HEVRON LABS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000.00 USD).

11.3 Carve-Outs

The limitations in this Section 11 shall not apply to: (a) the Client's payment obligations under this Agreement; (b) the Client's indemnification obligations under Section 12; (c) breaches of confidentiality; (d) infringement or misappropriation of Hevron Labs' intellectual property; or (e) any liability that cannot be limited as a matter of applicable law.

11.4 Statute of Limitations

Any claim or cause of action arising out of or related to the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The Client expressly waives any longer limitation period that would otherwise apply under Florida or other applicable law.

12. INDEMNIFICATION

12.1 Client Indemnification of Hevron Labs

The Client agrees to defend, indemnify, and hold harmless Hevron Labs and its owners, members, officers, directors, employees, contractors, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees, court costs, expert fees, and arbitration fees) (collectively, "Losses") arising out of or related to:

Any Client Materials, including any claim that such materials infringe, misappropriate, or violate any third-party intellectual property right, right of publicity, right of privacy, or other right;
Any content, claims, statements, products, services, or representations of the Client, including those published, advertised, or marketed through Services performed by Hevron Labs;
The Client's products, services, business operations, or compliance with applicable law;
The Client's breach of any representation, warranty, covenant, or obligation under these Terms;
The Client's violation of any third-party platform's terms (including Meta, Google, TikTok, LinkedIn, Stripe);
Any consumer complaint, regulatory action, FTC inquiry, state attorney general action, or class action arising from the Client's products, services, or marketing claims;
The Client's negligence, willful misconduct, fraud, or unlawful acts;
The Client's collection, use, storage, or transfer of any personal data, including any violation of applicable privacy law (including CCPA/CPRA, GDPR, HIPAA, or COPPA);
Any chargeback, payment reversal, or fraudulent transaction initiated by the Client.

12.2 Defense Procedures

Hevron Labs shall promptly notify the Client of any claim subject to indemnification. Hevron Labs reserves the right, at its sole discretion and at the Client's expense, to assume exclusive control of the defense and settlement of any matter subject to indemnification. The Client shall not settle any claim that imposes any liability or obligation on Hevron Labs without Hevron Labs' prior written consent.

13. CONFIDENTIALITY

13.1 Mutual Confidentiality

Each party (the "Receiving Party") agrees to maintain in strict confidence all non-public business, technical, financial, strategic, or operational information disclosed by the other party (the "Disclosing Party") in connection with the Services ("Confidential Information"). Confidential Information includes Hevron Labs' Proprietary Systems, methodologies, pricing, strategies, and proposals, as well as the Client's customer data, business plans, and proprietary content.

13.2 Obligations

The Receiving Party shall: (a) use Confidential Information solely for purposes of performing or receiving the Services; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (d) return or destroy Confidential Information upon termination, except as required by law.

13.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; (d) is rightfully obtained from a third party without confidentiality obligations; or (e) is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives prompt notice.

13.4 Survival

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years; provided, however, that obligations regarding Hevron Labs' Proprietary Systems and trade secrets shall survive in perpetuity.

14. WEBSITE USE AND PROHIBITED CONDUCT

14.1 Acceptable Use

You agree to use the Website and Services in compliance with these Terms and all applicable laws. The following activities are strictly prohibited:

Using the Website or Services for any unlawful, fraudulent, deceptive, or harmful purpose;
Reverse-engineering, decompiling, scraping, or attempting to extract the source code or proprietary methods underlying the Website or any Service;
Reproducing, redistributing, reselling, sublicensing, or commercially exploiting any content, Deliverables, or Proprietary Systems without express written authorization;
Introducing viruses, malware, denial-of-service attacks, or any harmful code into the Website or Hevron Labs' systems;
Bypassing or circumventing any security feature, access control, or authentication mechanism;
Impersonating Hevron Labs, its personnel, or any third party;
Using automated systems (bots, scrapers, spiders) to access or extract content from the Website without express written permission;
Using the Website or Services to harass, defame, threaten, or harm any person.

14.2 Right to Suspend or Block Access

Hevron Labs reserves the right to suspend, restrict, or terminate any User's access to the Website or Services, with or without notice, for any violation of these Terms or any conduct deemed harmful to Hevron Labs or other users.

15. CLIENT PORTAL AND PLATFORM ACCESS

Where Hevron Labs provides the Client with access to a private dashboard, project management platform, file-sharing system, or other digital workspace, the Client acknowledges that:

Access credentials are confidential and must not be shared with unauthorized parties;
The Client is responsible for all activity occurring under its credentials;
Misuse of platform access, including attempts to access unauthorized areas, may result in immediate revocation;
Hevron Labs may modify, suspend, or discontinue platform features at any time;
Customer support is provided exclusively via hello@hevronlabs.com and other officially designated channels.

16. FORCE MAJEURE

Hevron Labs shall not be liable for any failure or delay in performing its obligations to the extent such failure or delay results from causes beyond its reasonable control, including: acts of God; natural disasters; pandemics or public health emergencies; war, terrorism, or civil unrest; governmental orders, sanctions, or regulations; labor disputes; cyberattacks or security breaches affecting third-party platforms; failures or outages of third-party platforms (including Meta, Google, Stripe, AWS, or hosting providers); internet service interruptions; power outages; or any other event constituting force majeure under Florida law. The affected obligations shall be suspended for the duration of the force majeure event, and the corresponding deadlines shall be extended accordingly.

17. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH HEVRON LABS, WAIVES YOUR RIGHT TO A JURY TRIAL, AND LIMITS YOUR ABILITY TO PARTICIPATE IN CLASS ACTIONS.

17.1 Informal Resolution

Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") through direct negotiation. The complaining party shall send written notice to the other party describing the Dispute in detail and proposing a resolution. The parties shall have thirty (30) days from delivery of such notice to negotiate in good faith.

17.2 Mediation

If the Dispute is not resolved through informal negotiation within thirty (30) days, the parties agree to submit the Dispute to non-binding mediation administered by a mutually agreed mediator in Miami-Dade County, Florida, before resorting to arbitration. The parties shall share equally the costs of the mediator. Mediation shall be a mandatory condition precedent to arbitration.

17.3 Binding Arbitration

If mediation does not resolve the Dispute within sixty (60) days from initiation, the Dispute shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. Arbitration shall be conducted in Miami-Dade County, Florida, by a single arbitrator. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Judgment on the award may be entered in any court having jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the Florida Arbitration Code (Chapter 682, Florida Statutes).

17.4 Class Action and Collective Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. THE CLIENT EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING AGAINST HEVRON LABS. THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION.

17.5 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

17.6 Prevailing Party Attorneys' Fees

In any arbitration, mediation, or other proceeding (including collection actions and the carve-outs under Section 17.7) arising under or relating to these Terms, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, expert fees, arbitration costs, court costs, and all other reasonable expenses incurred in connection with such proceeding.

17.7 Carve-Outs

Notwithstanding the arbitration requirement, either party may: (a) seek emergency injunctive or equitable relief in a court of competent jurisdiction in Miami-Dade County, Florida, to protect its intellectual property, trade secrets, or confidential information; or (b) bring an action in a small claims court within Miami-Dade County, Florida, for claims that fall within the small claims court's jurisdictional limits.

17.8 Severability of Arbitration Provisions

If any portion of this Section 17 is found to be unenforceable, the unenforceable portion shall be severed and the remainder shall remain in full force and effect; provided, however, that if the Class Action Waiver in Section 17.4 is held unenforceable as to any particular claim, then such claim shall be severed and adjudicated in court, while all other claims shall remain subject to arbitration.

18. GOVERNING LAW AND VENUE

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration provisions in Section 17, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, for any proceeding not subject to arbitration.

19. PRIVACY, DATA PROTECTION, AND COMPLIANCE

19.1 Privacy Policy

Your use of the Website and Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference and available at hevronlabs.com/privacy-policy.

19.2 Compliance with Marketing Laws

The Client acknowledges that all marketing campaigns, lead generation activities, email marketing, and SMS marketing performed by Hevron Labs on the Client's behalf must comply with applicable laws, including the FTC Act, FTC Endorsement Guides, CAN-SPAM Act, TCPA, and applicable state laws (including FDUTPA, CCPA/CPRA, and similar). The Client is solely responsible for ensuring that: (a) all consumer consents required by such laws are properly obtained and documented; (b) all opt-out, unsubscribe, and do-not-call requests are honored; (c) all required disclosures, disclaimers, and substantiation of claims are provided; and (d) all consumer-facing privacy notices are accurate and current.

19.3 Data Processing

Where Hevron Labs processes personal data on behalf of the Client, Hevron Labs acts as a service provider/processor and the Client acts as the business/controller. The Client warrants that it has obtained all necessary consents and provided all required notices to the data subjects. Where required by applicable law, the parties shall execute a separate Data Processing Addendum.

20. MODIFICATIONS TO THESE TERMS

Hevron Labs reserves the right to modify, update, or replace these Terms at any time at its sole discretion. Material changes will be communicated by posting the updated Terms on the Website with a revised "Last Updated" date and, where reasonably practicable, by direct notice to active Clients. Continued use of the Website or Services following the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Services and cancel any active engagement in accordance with Section 6.

21. GENERAL PROVISIONS

21.1 Entire Agreement

These Terms, together with all incorporated Ancillary Agreements and any executed Proposals, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, representations, or agreements, whether oral or written.

21.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from these Terms, and the remaining provisions shall remain in full force and effect.

21.3 No Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

21.4 Assignment

The Client may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without the prior written consent of Hevron Labs, and any attempted assignment without such consent shall be void. Hevron Labs may freely assign these Terms, in whole or in part, to any affiliate, successor in interest, or in connection with a merger, acquisition, reorganization, or sale of assets.

21.5 Independent Contractor Relationship

Hevron Labs is engaged as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.

21.6 No Third-Party Beneficiaries

These Terms are for the exclusive benefit of the parties and do not create any rights in favor of any third party.

21.7 Notices

All legal notices to Hevron Labs shall be sent in writing to: Amazing Shine Group, LLC, d/b/a Hevron Labs, Doral, Florida 33178, with a copy via email to hello@hevronlabs.com. Notices to the Client shall be sent to the email address or postal address on file with Hevron Labs.

21.8 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

21.9 Construction

These Terms shall be construed as if drafted jointly by the parties, and no presumption or rule of construction against the drafting party shall apply. The words "include," "includes," and "including" shall be construed as if followed by "without limitation."

21.10 Electronic Signatures and Records

The parties consent to the use of electronic signatures and electronic records in connection with these Terms, and agree that an electronic signature shall have the same legal effect as a handwritten signature. The parties further agree that an electronic record of these Terms shall constitute an original.

21.11 Survival

All provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 5 (with respect to amounts owed), 7.4, 8, 10, 11, 12, 13, 14, 15, 17, 18, and 21.

21.12 Language

These Terms are executed in the English language. Any translation provided is for convenience only, and the English version shall control in the event of any conflict.

22. CONTACT INFORMATION

For any questions, concerns, or formal notices regarding these Terms and Conditions, please contact:

Hevron Labs A trade name of Amazing Shine Group, LLC Doral, Florida 33178, United States

Email: hello@hevronlabs.com Website: www.hevronlabs.com

ACKNOWLEDGMENT

BY USING THE WEBSITE OR ENGAGING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM, INCLUDING THE BINDING ARBITRATION CLAUSE, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER.