MASTER TERMS & CONDITIONS

1. AGREEMENT TO TERMS

These Master Terms & Conditions ("Terms" or "Agreement") form a legally binding agreement between you ("Client," "you," or "your") and SHINES Creative LLC, a California limited liability company doing business as SHINES Systems and SHINES Web Studio ("SHINES," "Company," "we," "us," or "our").

By engaging with SHINES in any of the following ways, you agree to these Terms:

• Accessing or browsing www.shinessystems.com, www.shineswebstudio.com, or affiliated domains;
• Making payment to SHINES (e.g., setup fees, managed service fees, retainers, usage-based fees);
• Executing or accepting any proposal, statement of work (SOW), invoice, or order referencing SHINES;
• Using or testing any SHINES product, service, automation, website, or AI agent;
• Accepting delivery of any work product or Deliverables.

IMPORTANT: Making any payment constitutes irrevocable acceptance of these Terms. If you do not agree, you must immediately discontinue all use of the Services.

2. ROLE CLARITY & RISK ALLOCATION

SHINES provides technology consulting, systems integration, and managed services relying on third-party infrastructure, automation, AI, APIs, and platforms not owned or controlled by SHINES.

Client expressly acknowledges that SHINES:

• Is not a hosting or infrastructure provider
• Is not a telecommunications carrier
• Does not develop AI models or own large-scale data sets
• Is not a data custodian, insurer, or fiduciary

Client assumes all operational, business, and technical risk to the fullest extent permitted by law. SHINES pricing reflects this allocation of risk.

3. DEFINITIONS

• Services: All offerings, deliverables, or support provided by SHINES, including but not limited to websites, AI agents, automations, consulting, systems integration, and managed services.
• Managed Services: Ongoing services such as updates, monitoring, platform coordination, administrative support, or vendor billing.
• Third-Party Technology: Any tool, service, software, API, AI model, CRM, domain registrar, or infrastructure not owned by SHINES.
• Hosting Services: Any infrastructure or service provided by a third-party hosting provider, even if paid or managed by SHINES.
• AI Services: Any artificial intelligence, automation, chatbot, voicebot, or decision-support tools provided or configured by SHINES.
• Deliverables: Any website, document, automation, agent, configuration, or system created by SHINES.
• Client Content: All data, text, media, files, and other materials supplied by Client.
• Protected Parties: SHINES Creative LLC, its founders, partners, officers, members, employees, contractors, advisors, and affiliates.

4. SCOPE OF SERVICES (NO GUARANTEES)

SHINES provides technology-enabled services only. SHINES does not guarantee:

• Website uptime, reliability, or performance
• Hosting continuity or backup availability
• Accuracy or completeness of AI outputs
• Business results, revenue, or client conversions
• Regulatory or legal compliance
• Security, privacy, or uninterrupted operation

All services are provided on a commercially reasonable, best-efforts basis and are subject to change, degradation, or discontinuation at SHINES' sole discretion.

5. MANAGED SERVICES & HOSTING COORDINATION

5.1 Nature of Managed Services

Monthly managed service plans may include:

• Website updates and content maintenance
• Configuration or software adjustments
• Monitoring or coordination with third-party vendors
• Payment of hosting or software fees on Client's behalf
• Acting as administrative contact or technical liaison

5.2 Hosting Disclaimer

SHINES does not provide hosting infrastructure.

Even if SHINES:

• Recommends a hosting provider
• Creates or manages hosting accounts
• Pays hosting fees on Client's behalf
• Performs updates or configurations

… hosting services remain the exclusive responsibility of the third-party provider.

Client acknowledges that SHINES:

• Does not control hosting uptime, security, or backups
• Is not liable for outages, data loss, or service terminations
• Cannot prevent hosting-related issues

6. THIRD-PARTY TECHNOLOGY DISCLAIMER

Client understands that Services rely on Third-Party Technology, including but not limited to:

• Website builders, CRMs, APIs, and AI platforms
• Hosting services and domain registrars
• Payment processors and telecom services

SHINES is not liable for:

• Downtime or service outages
• Feature deprecations or pricing changes
• Vendor suspensions or bankruptcies
• Data loss, corruption, or security breaches
• AI model behavior or platform instability

Client assumes all third-party risk, even when SHINES manages accounts or billing.

7. ARTIFICIAL INTELLIGENCE SERVICES — RISK DISCLOSURE

Client acknowledges that AI Services:

• Are probabilistic and may generate inaccurate, misleading, biased, or fabricated content
• Can behave inconsistently or trigger unintended actions
• Do not provide legal, financial, HR, or medical advice
• Require human supervision and validation

Client is solely responsible for:

• Reviewing and approving AI outputs
• Monitoring automation and actions
• Ensuring proper use of AI and compliance with applicable laws

SHINES disclaims all liability for business decisions or losses resulting from AI usage.

8. DATA, PRIVACY & SECURITY

Unless expressly agreed in writing:

• SHINES is not a data controller or processor
• SHINES is not responsible for regulatory compliance (e.g., GDPR, CCPA, HIPAA)
• Client must provide all required privacy notices, obtain necessary consents, and secure their own data

SHINES does not guarantee data security, retention, or regulatory compliance.

9. INTELLECTUAL PROPERTY

• Client retains full ownership of all Client Content
• Client grants SHINES a non-exclusive, royalty-free, global license to use Client Content solely for providing Services
• SHINES retains ownership of all proprietary methodologies, templates, automation logic, system frameworks, and non-client-specific materials
• Deliverables are licensed, not sold, unless explicitly stated otherwise
• No exclusivity or ownership transfer is granted unless agreed in writing

10. ACCEPTABLE USE

Client agrees not to use SHINES Services to:

• Violate any laws or third-party rights
• Disseminate malicious code or spam
• Commit fraud, deception, or abuse
• Infringe on intellectual property or privacy rights
• Circumvent platform restrictions or terms

SHINES reserves the right to suspend or terminate Services for misuse or violation of this provision.

11. FEES, PAYMENTS & REFUNDS

• All fees are non-refundable
• Managed service fees do not guarantee uptime, leads, or conversions
• Chargebacks constitute a material breach of this Agreement
• Client remains liable for all fees incurred prior to termination

12. WARRANTY DISCLAIMER

All Services are provided "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS."

SHINES expressly disclaims all warranties, including:

• Merchantability or fitness for a particular purpose
• Accuracy, security, reliability, or availability
• Non-infringement or compliance

13. LIMITATION OF LIABILITY

To the maximum extent allowed by law:

• SHINES and its Protected Parties shall not be liable for indirect, incidental, special, punitive, or consequential damages
• SHINES is not liable for lost profits, lost data, downtime, or business interruption
• SHINES' total liability shall not exceed the amount paid by Client in the one (1) month preceding the claim

This limitation applies regardless of theory of liability and survives termination.

14. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless SHINES and all Protected Parties from and against any claims, liabilities, losses, or expenses arising out of:

• Client's use of the Services
• AI or automation outputs
• Client Content
• Legal or regulatory violations
• Misuse of Third-Party Technology
• Client's business activities, marketing, or representations

15. ARBITRATION & CLASS ACTION WAIVER

All disputes shall be resolved exclusively by binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration will be conducted at a location mutually agreed upon by the parties.

• Client waives the right to a trial by jury
• Client waives participation in class, collective, or representative actions
• Each party shall bear its own legal fees and costs, unless awarded otherwise by the arbitrator

16. FORCE MAJEURE

SHINES is not liable for any delay or failure due to causes beyond its reasonable control, including but not limited to:

• Platform outages, infrastructure failure, or internet disruption
• Cyberattacks, malware, or hosting downtime
• AI platform changes or API failures
• Natural disasters, pandemics, or government restrictions

17. TERMINATION

SHINES may suspend or terminate Services at any time, with or without cause.

• Upon termination, all fees incurred remain due and payable
• Sections related to disclaimers, liability, indemnification, arbitration, IP, and governing law survive termination

18. GOVERNING LAW

This Agreement is governed by and construed under the laws of the State of California, without regard to conflict of law principles.

19. ENTIRE AGREEMENT

These Terms constitute the full agreement between Client and SHINES and supersede all prior agreements, communications, and understandings regarding the Services.

20. CONTACT

Questions about these Terms should be directed to:

SHINES Creative LLC
Email: hello@shines.studio
Websites:
www.shinessystems.com
www.shineswebstudio.com