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 care agencies, consisting of: (a) job listing publication, applicant response 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 job listing policies and review policies. Without limitation: (a) Dependify will publish structured job data only for roles Client has confirmed are genuinely open, matching the visible job page, and will remove or expire listings for filled roles promptly; (b) Client will supply accurate role, pay and location information and will notify Dependify when a role closes; (c) neither party will state or imply a preference based on race, national origin, religion, sex, age, disability or immigration status in any job listing or sourcing message, and screening criteria will remain job-related; (d) Dependify will send review requests uniformly and will not selectively solicit positive reviewers ("review gating"); and (e) neither party will offer incentives for reviews or create false reviews. Client acknowledges that Google and Indeed, not Dependify, control the display, ranking, retention and removal of job listings and reviews.

6. No Guarantee of Specific Outcomes

Except as stated in Section 7, Dependify does not guarantee any number of hires, applicants, reviews, ranking position within Google's job panel, or revenue outcome. Client acknowledges that hiring depends on Client's pay rates, interview process and local labour market, and that indexing, ranking and display of job listings and reviews are subject to Google's and Indeed's automated systems and policies outside Dependify's control.

7. Performance Guarantee

Markup guarantee. If Client's job pages do not return a valid JobPosting result in Google's Rich Results Test within seven (7) days of the Go-Live Date, Dependify will continue the Services at no charge until they do and will refund the first monthly subscription payment. Freshness guarantee. In any subsequent month in which Dependify fails to keep published listings current — an expired validThrough on a live role, a filled role left published for more than five (5) business days after Client notice, or a new role not published within five (5) business days of Client notice — the following month's subscription fee is waived. Both guarantees are conditioned on: (a) Client granting and maintaining the access described in §8; (b) Client supplying accurate role information; and (c) Client not pausing or restricting the Services. These are Client's sole and exclusive remedies for 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

Build Fee: $997 (one-time, due at signing, non-refundable once job pages are published or carrier registration is submitted). Subscription: $497/month for the Visibility Engine at the pilot rate, held for twelve (12) months from Go-Live; the standard rate is $1,997/month. Speed Engine and Full AI Workforce subscriptions are priced by caregiver headcount as quoted in the applicable order. Fees are billed in advance to the payment method on file and auto-renew monthly. Late or failed payments: Services suspend after seven (7) days of non-payment, and a suspension does not extend any guarantee period. Price changes require thirty (30) days' notice and apply to subsequent renewal periods.

10. Term & Termination

The Visibility Engine carries a six (6) month minimum term from Go-Live; thereafter it continues month-to-month. Either party may terminate effective at the end of the current billing period (or the end of the minimum term, if earlier) 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) upon formation; until then, the jurisdiction of Dependify's principal place of business, 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).