Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Vero Dawn Consulting LLC (“Vero Dawn,” “we,” “our,” or “us”), operating the website at verodawn.co (the “Site”).

By accessing or using our Site, scheduling a consultation, or engaging our services in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not use our Site or services.

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Site with an updated “Last Updated” date. Your continued use of the Site after any changes constitutes your acceptance of the revised Terms.

2. Description of Services

Vero Dawn Consulting LLC provides AI consulting and systems-building services to business owners. Services may include operational assessments, custom AI workflow design and implementation, strategic advisory, and related consulting and digital offerings. The specific scope of services for any engagement is defined in the applicable Client Service Agreement.

All consulting engagements are governed by a separate Client Service Agreement, which will be provided prior to the commencement of any paid services. These Terms apply to your use of the Site and any preliminary or informational interactions.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without liability to you.

3. Eligibility

You must be at least 18 years of age to use our Site or engage our services. By using our Site, you represent and warrant that you are at least 18 years old and have the legal authority to enter into these Terms. If you are accessing the Site on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

4. Intellectual Property

4.1 Site Content

All content on the Site, including but not limited to text, graphics, logos, images, and software, is the property of Vero Dawn Consulting LLC or its affiliated entities and is protected by applicable copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any Site content without our prior written permission.

4.2 Work Product and Deliverables

Intellectual property rights in tools, frameworks, methodologies, and proprietary processes developed by Vero Dawn are retained by Vero Dawn and its affiliated entities. Ownership of deliverables created during a client engagement will be addressed in the applicable Client Service Agreement.

4.3 Client-Provided Materials

You retain ownership of all materials, data, and content you provide to us in connection with a consulting engagement. By providing such materials, you grant Vero Dawn a limited, non-exclusive license to use them solely for the purpose of delivering the agreed services.

4.4 Feedback

If you provide us with feedback, suggestions, or ideas regarding our services, you grant us the right to use such feedback without restriction or compensation to you.

5. AI Services Disclaimer

Please read this section carefully. It contains important limitations regarding AI-powered services.

Artificial intelligence systems, including those designed, built, or recommended by Vero Dawn, involve inherent uncertainty and are subject to the following limitations:

• AI outputs are probabilistic in nature and may contain errors, inaccuracies, or incomplete information
• AI systems perform based on the quality and completeness of inputs provided
• AI technology evolves rapidly; systems that perform well today may require updates or modification as underlying models and platforms change
• Results, performance metrics, and business outcomes from AI implementations are not guaranteed and will vary based on factors outside Vero Dawn’s control

CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND APPROVING ALL AI-GENERATED CONTENT, OUTPUTS, RECOMMENDATIONS, AND DECISIONS BEFORE IMPLEMENTING OR RELYING UPON THEM. Vero Dawn is not responsible for any business decisions made based on AI outputs or consulting recommendations.

Vero Dawn does not guarantee that any AI system will be free from errors, interruptions, or defects, or that defects will be corrected.

6. No Professional or Legal Advice

The information provided on our Site, including all content, articles, assessments, and resources, is for general informational and educational purposes only. Nothing on this Site constitutes legal, financial, tax, accounting, medical, or other professional advice.

Vero Dawn is not a law firm, accounting firm, or financial advisory firm. The use of our Site or services does not create an attorney-client, accountant-client, or financial advisor-client relationship. You should consult qualified professionals in the appropriate field before making decisions based on any information provided through our Site or services.

7. Disclaimer of Warranties

THE SITE AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VERO DAWN DOES NOT WARRANT THAT: (A) THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERO DAWN CONSULTING LLC, ITS AFFILIATES, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL
• BUSINESS INTERRUPTION OR LOSS OF ANTICIPATED SAVINGS
• LOSS RESULTING FROM THIRD-PARTY ACTIONS, PLATFORM CHANGES, OR FORCE MAJEURE EVENTS

WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF VERO DAWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL VERO DAWN’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE OR SERVICES EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO VERO DAWN IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you in full.

9. User Obligations and Prohibited Conduct

By using our Site, you agree that you will not:

• Use the Site for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any portion of the Site or its related systems
• Transmit any content that is harmful, offensive, defamatory, fraudulent, or otherwise objectionable
• Interfere with or disrupt the Site or servers or networks connected to the Site
• Scrape, crawl, or otherwise extract data from the Site without our express written permission
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Reverse-engineer, decompile, or otherwise attempt to derive the source code of any software on the Site

We reserve the right to terminate your access to the Site and services if you violate any of these Terms.

10. Fees and Payment

Fees for consulting services are set forth in the applicable Client Service Agreement or as otherwise agreed in writing. The following general terms apply:

• All fees are quoted and payable in U.S. dollars
• Payment terms and schedules will be specified in the Client Service Agreement
• All fees are non-refundable unless expressly stated otherwise in writing
• We reserve the right to suspend or terminate services if payment is not received in accordance with agreed terms

Use of the Site itself is free of charge. We reserve the right to introduce fees for Site features with reasonable advance notice.

11. Confidentiality

In the course of a consulting engagement, both parties may share confidential business information. Specific confidentiality obligations will be addressed in the Client Service Agreement. As a general matter, we will not disclose your confidential business information to third parties except as necessary to deliver services or as required by law.

Similarly, any proprietary methodologies, tools, frameworks, or processes shared by Vero Dawn during an engagement are confidential and may not be disclosed or reproduced without our written consent.

12. Third-Party Links, Services, and AI Assistant

Our Site may contain links to third-party websites, tools, or services that are not owned or controlled by Vero Dawn. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party sites or services.

We do not warrant or represent the accuracy, completeness, or reliability of any third-party content. Your use of third-party services is at your own risk and subject to their respective terms and policies.

Our Site also includes an AI-powered chat assistant and an AI Action Plan Scan. By interacting with these tools, you acknowledge and agree that: (a) you are communicating with an artificial intelligence system, not a human representative of Vero Dawn; (b) your conversations may be processed and stored by the third-party platforms powering the tools, subject to those platforms’ own terms and privacy policies; and (c) you should not share sensitive financial, legal, health, or personal identification information through the assistant.

Vero Dawn is not liable for any outputs, recommendations, or responses generated by the AI assistant or Scan. These tools are provided for general informational and intake purposes only. For matters requiring professional judgment or a binding commitment from Vero Dawn, please contact us directly at hello@verodawn.co.

13. Termination

We may suspend or terminate your access to the Site and services at any time, with or without cause, and with or without notice, without liability to you. Upon termination, your right to use the Site immediately ceases.

Provisions that by their nature should survive termination will survive, including but not limited to: intellectual property, disclaimer of warranties, limitation of liability, indemnification, and governing law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Vero Dawn Consulting LLC, its affiliated entities, members, managers, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Site or services; (b) your violation of these Terms; (c) your violation of any applicable law or third-party right; or (d) any content you submit or transmit through the Site.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising out of or related to them or the Site shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions.

15.2 Informal Resolution

Before initiating any formal legal proceeding, you agree to contact us at hello@verodawn.co to attempt to resolve the dispute informally. We will make a good-faith effort to resolve it within 30 days.

15.3 Binding Arbitration

Any dispute that cannot be resolved informally shall be determined by binding arbitration in Wyoming, administered in accordance with the applicable rules of the American Arbitration Association (AAA). The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.

16. Entire Agreement and Severability

These Terms, together with our Privacy Policy and any applicable Client Service Agreement, constitute the entire agreement between you and Vero Dawn with respect to the subject matter hereof and supersede all prior agreements, representations, or understandings.

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions.

17. Contact Information