Company: Veniversum LLC dba Blue Deer Ai (“Company,” “Service Provider,” “we,” “us,” or “our”)
Contact: [email protected]

Introduction

These Terms and Conditions (the “Terms”) form a binding agreement between Blue Deer Ai and you, the user (“User,” “you”). By accessing, browsing, or using our website, apps, dashboards, or related tools and services (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms.

Regulatory Compliance

You agree to comply with all applicable telemarketing, anti-spam, and communications laws and rules, which may include, without limitation: the U.S. Telephone Consumer Protection Act (“TCPA”) and FCC rules, the CAN-SPAM Act, the Telemarketing Sales Rule, industry/carrier requirements (e.g., CTIA guidelines and 10DLC registration), and any analogous federal, state, provincial/territorial, and local laws and regulations (collectively, “Law”). Without limiting the foregoing, you are solely responsible for: obtaining, maintaining, and documenting all required consents and authorizations; maintaining and honoring internal Do-Not-Call/Do-Not-Contact lists and applicable national/state DNC registries; providing, processing, and honoring opt-in and opt-out (e.g., STOP/UNSUBSCRIBE) requests; complying with time-of-day/time-zone restrictions and message frequency disclosures;

ensuring message content, sender identification, and delivery practices comply with Law and carrier policies.

You acknowledge that the Company does not automatically detect or synchronize consent status, opt-in/opt-out records, or DNC lists from your systems or third-party integrations; you remain solely responsible for the accuracy, completeness, and timeliness of such records.

The Company offers this site and all information, tools, and Services conditioned on your acceptance of these Terms, which apply to all users (including browsers, vendors, customers, merchants, and content contributors).

Acceptance of Terms

By accessing or using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services. To the fullest extent permitted by law, these Terms and any related dispute are governed by the laws of the State of Wyoming, and the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan, WY.

Arbitration & Class Action Waiver

Any dispute alleging non-compliance with telemarketing/anti-spam laws that is not resolved amicably within 30 days shall be finally resolved by binding arbitration in Wyoming under the rules of [e.g., AAA] before a single arbitrator. Judgment may be entered in any court of competent jurisdiction. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Changes to Terms

We may modify these Terms at any time by posting an updated version. Changes are effective upon posting. Your continued use constitutes acceptance. You are responsible for maintaining your DNC lists and removal mechanisms in compliance with these Terms.

Notices

All notices must be in writing and delivered by email: (i) to the Company at [email protected]; and (ii) by mail to: Veniversum LLC, 30 N Gould st. ste N, Sheridan, WY, 82801, USA. Notices are deemed given when sent by email (if not returned as undeliverable) and/or when received by mail.

Access and Use of Services

Use Restrictions

You shall not, and shall not permit others to: initiate campaigns, create content, upload data, or execute any activities through the Services that are non-compliant with Law (including TCPA/CAN-SPAM/CTIA/10DLC); copy, modify, translate, or create derivative works of the Services or documentation; rent, lease, lend, sell, license, sublicense, assign, distribute, or otherwise make the Services available to any third party;

reverse engineer, disassemble, decompile, decode, adapt, or attempt to derive source code; remove, alter, or obscure proprietary notices; use the Services in a manner that infringes or violates rights of others or any applicable Law.

Reservation of Rights

Except for the limited license above, all rights in the Services and Company IP are reserved by the Company.

Suspension of Services

We may suspend access, in whole or in part, if: (a) there is a threat/attack on the Services; (b) your use poses a security risk or disrupts others; (c) you use the Services for fraudulent/illegal activities; (d) provision is prohibited by Law; (e) you fail to pay amounts due; or (f) a vendor suspends our access to third-party services needed to operate the Services. We’ll use commercially reasonable efforts to notify you and resume access once the issue is cured. We are not liable for damages arising from a suspension.

Description of Service

The “Service” includes access to Blue Deer Ai’s website and AI-enabled automations for sales outreach, including configuration, phone number procurement (where applicable), and email/SMS campaign execution to a client’s pre-consented leads. AI features may produce hallucinations, errors, or unexpected results. You are solely responsible for validating and verifying any AI-generated content or recommendations before use. Features and availability may change; we may modify, suspend, or discontinue any part of the Service at any time without liability. The Service may utilize third-party data, models, and providers; results can vary and are not guaranteed. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

Fees and Payment

You agree to pay fees and charges stated in your order or statement of work (“SOW”) without set-off or deduction. Fees are due as invoiced and are generally non-refundable unless stated otherwise. Late amounts may accrue reasonable late fees/interest as permitted by Law. You are responsible for applicable taxes (excluding our income taxes). We may suspend or terminate the Services for non-payment.

User Registration and Information

Certain features may require registration. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately of any suspected unauthorized access. We may suspend or terminate accounts, edit/remove content, or cancel orders in our discretion.

Intellectual Property Rights

All intellectual property rights in and to the Services and related materials, including software, text, images, graphics, video, audio, data compilations, interfaces, code, templates, prompts, models, and know-how (“Company IP”), are owned by or licensed to the Company and protected by IP laws. You will not copy, modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any portion of the Services or Company IP without our express written consent.

As between the parties, you retain rights to content, trademarks, and data you submit (“Customer Data”). You grant the Company a non-exclusive, worldwide, royalty-free license to host, process, reproduce, display, and use Customer Data as necessary to provide, secure, support, and improve the Services. We may generate and use aggregated/de-identified analytics from the Services, provided they do not identify you or an individual.

Unless you opt out in writing, you grant us the right to list your name/logo as a customer and to describe the engagement in general terms (without disclosing confidential information).

User Conduct and Obligations

You are responsible and liable for all use of the Services by you and anyone accessing the Services through your account. This includes:

reviewing, validating, and verifying all AI/automation outputs before use; managing all consents, opt-ins, and opt-outs; maintaining and honoring DNC lists; ensuring time-of-day/time-zone compliance; promptly processing STOP/UNSUBSCRIBE and other opt-out commands in all systems; ensuring all communications comply with TCPA, CAN-SPAM, CTIA/10DLC, state mini-TCPA laws, and other applicable Law; ensuring we are promptly informed of opt-out or complaint events tied to your campaigns.

You acknowledge the Service does not automatically sync consent status or DNC lists from your internal systems or third-party tools. You are solely responsible for keeping those records accurate in all relevant systems (including ours).

Roles & Responsibilities (Website vs. Client Campaigns)

Our website & marketing: We act as controller for personal information collected from our own forms.

Client campaigns: We act as your processor/service provider and process personal information of your leads only under your documented instructions and applicable contract (e.g., DPA/SOW).

Messaging Compliance (Email & SMS)

We will follow applicable requirements within our control (e.g., CAN-SPAM headers and unsubscribe links; honoring STOP for SMS; basic sender identification). Your commitments include: lists were collected lawfully and include any legally required prior express written consent for marketing (especially for SMS); no messaging to any person without required consent or after opt-out; honoring opt-out requests across all channels and promptly informing us of such requests you receive directly; providing accurate brand/sender identification and required disclosures (e.g., “Msg & data rates may apply,” frequency). We may refuse, delay, or suspend campaigns we deem non-compliant, risky, or likely to violate Law or carrier policies.

Confidential Information and Privacy

“Confidential Information” means non-public information disclosed by either party that is identified as confidential or that a reasonable person would understand to be confidential. Each party will use the other’s Confidential Information only to perform under these Terms and will protect it with at least reasonable care. Permitted disclosures include to employees/contractors/advisors under similar obligations and disclosures required by Law (with reasonable advance notice where legally permitted). Upon termination, return or destroy Confidential Information on request, subject to archival/legal requirements. Confidentiality survives for three (3) years, except trade secrets survive as long as they remain trade secrets.

Privacy

Our collection and use of personal information are described in our Privacy Policy, which is incorporated by reference.

Indemnification

Our IP Indemnity

We will defend and indemnify you from third-party claims alleging that the Services, as provided by us and used by you in accordance with these Terms, infringe such third party’s U.S. intellectual property rights, provided you promptly notify us, cooperate, and allow us sole control of the defense/settlement. If a claim arises, we may (at our option): (A) modify or replace the Service to be non-infringing; (B) obtain rights for continued use; or (C) terminate the affected component with a pro-rata refund of prepaid, unused fees (if any). This indemnity does not apply to claims arising from: (i) combination with items not provided or authorized by us; (ii) modifications not made by us; (iii) Customer Data or user-generated content; or (iv) reliance on or use of AI/automation outputs.

Your Indemnity

You will defend, indemnify, and hold harmless the Company from claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your content, data, lead lists, or instructions; (ii) your violation of Law (including TCPA, CAN-SPAM, CTIA/10DLC) or failure to obtain/maintain required consents; (iii) your use of the Services in breach of these Terms; (iv) combination/modification not authorized by us; or (v) reliance on or implementation of AI/automation outputs.

Exclusive Remedies. This section states each party’s sole and exclusive remedies and liability regarding third-party IP claims.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED WRITING, THE SERVICES (INCLUDING AI FEATURES) AND ALL COMPANY IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES OR AI OUTPUTS WILL BE ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT THEY WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AGGRAVATED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS/REVENUE/GOODWILL/DATA, BUSINESS INTERRUPTION, OR REPLACEMENT COSTS, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR $1,000, WHICHEVER IS GREATER. THESE LIMITATIONS APPLY TO ANY THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Class Action Waiver. EACH PARTY WAIVES THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Termination

We may suspend or terminate your access, in whole or in part, if: (A) you breach these Terms (including confidentiality or privacy obligations); (B) you engage in non-compliant messaging (e.g., failure to honor DNC/opt-outs, unsolicited messaging without consent); (C) your use poses a security risk, is fraudulent/illegal, or could adversely impact us or others; (D) you become insolvent or commence bankruptcy/insolvency proceedings. Where the issue is curable and immediate action is not required, we will provide written notice and 10–30 days to cure (as stated in your SOW or our notice). Upon termination, you must immediately cease all use of the Services and Company IP and, upon request, certify destruction of Confidential Information. Accrued obligations survive, as do sections intended to survive (including fees, confidentiality, IP, indemnities, warranty disclaimers, limitations, governing law, and dispute resolution).

Cancellation Communication

Send cancellation notices to [email protected] or any other known method to reach the owner with account details, requested effective date, and a clear statement of intent to cancel. We will acknowledge receipt within 72 hours.

Modification of Terms

We may update or modify these Terms at any time in our sole discretion. Updates are effective upon posting or notice. Your continued use after updates constitutes acceptance. Review the Terms regularly.

Third-Party Links

The Services may contain links to third-party sites or services. We do not control and are not responsible for the content, privacy practices, or policies of third parties. Your use of third-party resources is at your own risk. Review their terms and privacy policies.

Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles. The courts located in Sheridan, Wyoming have exclusive jurisdiction and venue, subject to the optional arbitration clause above. Either party may seek provisional or equitable relief (e.g., to protect IP or Confidential Information).

Miscellaneous

Severability

If any provision is unlawful, void, or unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect.

Waiver

No failure or delay to exercise any right operates as a waiver; no single or partial exercise precludes further exercise.

Amendment

Except as permitted under “Modification of Terms,” any other amendment must be in a signed writing.

Assignment

We may assign these Terms (e.g., to an affiliate or in connection with a merger, sale, or similar transaction). You may not assign these Terms without our prior written consent. Any unauthorized assignment is void. These Terms bind and inure to the benefit of permitted successors/assigns.

Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control (e.g., internet/carrier outages, platform/vendor failures, acts of God, war, terrorism, civil unrest, labor actions, epidemics, governmental actions).

Entire Agreement

These Terms, the Privacy Policy, and any applicable SOWs are the entire agreement and supersede prior or contemporaneous understandings on the subject matter.

Service-Specific Addendum (Client Campaigns)

We act as processor/service provider to execute email/SMS campaigns using your pre-consented lead lists. You represent and warrant that all leads were collected lawfully with required disclosures and consents (including prior express written consent for SMS marketing where required) and that you will promptly inform us of opt-out/complaint events.

We maintain reasonable sending, consent, and opt-out logs and will process STOP/UNSUBSCRIBE promptly when we receive them through our systems.

You direct the scope, content, timing, and targeting of campaigns; you are responsible for the lawfulness and accuracy of your instructions and materials.

We may require proof of consent, brand/traffic registration (e.g., 10DLC), and sender verification and may suspend any campaign that appears non-compliant or high-risk.