Terms of Service · Dependify

These Terms of Service ("Terms") govern your use of Dependify's review-automation service (the "Service"). By signing a service agreement or using the Service, you agree to these Terms.

1. The Service

Dependify operates an automated reputation-management system on behalf of local home-service businesses, consisting of: (a) post-service customer check-in and review-request messages via SMS and email; (b) a one-time reactivation campaign to past customers; (c) monitoring of, and responses to, reviews on the client's Google Business Profile; (d) weekly performance reporting. We may modify the underlying technology without notice provided the service description above is maintained.

2. Review-Response Authorization

Client expressly authorizes Dependify to access the Client's Google Business Profile as a manager, to monitor reviews, and to draft and publish responses to reviews on Client's behalf and in Client's name. Client represents that it owns or controls the Google Business Profile in question. Client may revoke this authorization in writing at any time; revocation terminates the review-response portion of the Service without reducing Fees for the then-current billing period.

3. Messaging Consent — Client Warranty

3.1 Client represents and warrants that every customer contact it provides to Dependify (whether via software integration, file upload, or manual entry) is a person with whom Client has an established business relationship and from whom Client has obtained all consents required by applicable law — including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and applicable state law — to receive text messages and emails of the kind contemplated by this Agreement.

3.2 Client shall not provide purchased, rented, scraped, or third-party contact lists.

3.3 Dependify will, on Client's behalf: include opt-out language in initial messages; honor opt-out requests immediately and permanently; restrict sending to 8:00 a.m.–9:00 p.m. in the recipient's local time; and maintain an audit log of all messages sent.

3.4 Indemnification: Client shall defend, indemnify, and hold harmless Dependify from and against any claim, action, fine, or expense (including reasonable attorneys' fees) arising from (a) breach of the warranties in 3.1–3.2, or (b) messages sent to contacts supplied by Client without required consent.

4. Carrier Registration

Client authorizes Dependify to register Client's business identity (including legal name, EIN, and address) with telecommunications carriers and registration bodies (e.g., The Campaign Registry) as required for compliant business text messaging. Client will supply accurate registration information; carrier registration fees are included in the Setup Fee.

5. Compliance With Platform Policies

Both parties will comply with Google's review policies. Without limitation: Dependify will send review requests uniformly to Client's customers and will not selectively solicit positive reviewers ("review gating"); neither party will offer incentives in exchange for reviews; and neither party will create, or ask any person to create, false or misleading reviews. Client acknowledges that Google, not Dependify, controls the publication, display, retention, and removal of reviews.

6. No Guarantee of Specific Outcomes

Except as stated in Section 7, Dependify does not guarantee any particular number of reviews, star rating, search ranking, or revenue outcome. Client acknowledges that review publication is subject to Google's automated filters and policies outside Dependify's control, and that some legitimately submitted reviews may be delayed, filtered, or removed by Google.

7. Performance Guarantee

If Client's Google Business Profile receives fewer than fifteen (15) new published reviews during the first sixty (60) days following the Go-Live Date, Dependify will continue the Services at no charge until the fifteenth new review is published. This guarantee is conditioned on: (a) Client supplying a reactivation list of at least two hundred (200) customer contacts meeting the warranty in §3.1; (b) Client maintaining Dependify's profile access throughout the period; and (c) Client not pausing or restricting the Services. This guarantee is Client's sole and exclusive remedy for review-volume performance.

8. Client Obligations & Go-Live

The initial billing period begins on the Go-Live Date, defined as the date on which Client has (a) completed the onboarding form, (b) granted Google Business Profile manager access, (c) supplied the customer list or connected its field-service software, and (d) carrier registration has been approved. Client will respond to Dependify's reasonable requests (e.g., resolving customer complaints surfaced by check-in messages) within two (2) business days.

9. Fees & Billing

Setup Fee: $297 (one-time, due at signing, non-refundable once carrier registration is submitted). Subscription: $297/month (or $197/month for founding clients, locked for life), billed in advance to the payment method on file, auto-renewing monthly. Late/failed payments: Services suspend after seven (7) days of non-payment; a suspension does not extend the guarantee period. Price changes require thirty (30) days' notice and apply to subsequent renewal periods.

10. Term & Termination

Month-to-month; either party may terminate effective at the end of the current billing period with written notice (email suffices). No refunds for partial periods. On termination Dependify will: cease all messaging within 24 hours, relinquish profile manager access, and, on request within 30 days, export Client's contact list, message log, and review data in CSV format. Sections 3.4, 6, 11, 12, and 13 survive termination.

11. Data Protection

Dependify acts as Client's service provider/processor with respect to Client's customer contact data, and will: use it solely to perform the Services; not sell it or use it to market unrelated services to Client's customers; apply reasonable technical and organizational security measures; and delete or return it within 60 days of termination (retaining the message audit log as required for legal compliance). Client remains the controller/business responsible for its customer data. Each party will notify the other without undue delay of any security incident affecting Client's customer data.

12. Intellectual Property

Dependify retains all rights in its software, templates, prompts, and systems. Client retains all rights in its customer data, brand, and profile. Review-response text published to Client's profile is licensed to Client perpetually. Case-study license (founding clients): Client grants Dependify the right to reference Client's name, logo, and before/after review metrics in Dependify's marketing; Client may revoke prospectively with 30 days' notice.

13. Limitation of Liability

Neither party is liable for indirect, incidental, or consequential damages. Dependify's total aggregate liability under this Agreement shall not exceed the Fees paid by Client in the three (3) months preceding the claim. Nothing in this section limits Client's indemnification obligations under §3.4.

14. Service-Area Exclusivity

For clients who purchase the "one company per service area" offering, Dependify will not onboard a direct competitor within the same city/service area during the subscription. This exclusivity applies to the specific trade and service area defined in the service agreement.

15. Boilerplate

Governing law: The state of Dependify's US entity formation (Wyoming), or as advised by counsel
Independent-contractor relationship: No exclusivity (except §14); no agency, partnership, or joint venture
Force majeure: Including carrier/platform outages and Google API changes
Notices: Email to client's provided address; to Dependify at hello@dependifyllc.com
Assignment: Dependify may assign to affiliate/acquirer; Client may not assign without consent
Entire agreement: These Terms + the signed service agreement constitute the entire agreement
Severability: If any provision is unenforceable, the remainder stays in effect
E-signature: Valid under the ESIGN Act; DocuSign or equivalent accepted

16. Contact

Questions about these Terms? Email hello@dependifyllc.com.

Note: This Terms of Service is a template and is not legal advice. Have a US attorney review before first paying client, especially the TCPA indemnification (§3.4) and limitation of liability (§13).