Effective Date: July 8, 2026
1. Introduction
Welcome to Vouch For Us, LLC (“Vouch,” “we,” “our,” or “us”).
These Terms of Service (“Terms”) govern the relationship between Vouch and each Client that engages Vouch to provide professional marketing, reputation management, local search optimization, customer engagement, review management, consulting, and related services (collectively, the “Services”).
As part of the Services, Vouch provides Clients and their Authorized Users with access to a secure online Client Portal that facilitates reporting, collaboration, review monitoring, and related service activities. The Client Portal is provided solely as a tool supporting the delivery of Vouch’s professional services and is not licensed or offered as a standalone software product.
By engaging Vouch, executing a service agreement, creating an account, authorizing access to a Google Business Profile, or accessing the Client Portal, the Client agrees to be bound by these Terms.
If you are accepting these Terms on behalf of a business or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.
2. Definitions
For purposes of these Terms:
“Client” means the business or organization that has engaged Vouch to provide the Services.
“Authorized User” means an employee, contractor, owner, or representative authorized by the Client to access the Client Portal.
“Client Data” means information provided by the Client or processed by Vouch on behalf of the Client in connection with the Services.
“Google Business Profile Data” means information obtained through the Google Business Profile APIs following authorization by the Client through Google’s OAuth authorization process.
“Client Portal” means the secure online portal provided by Vouch solely to support delivery of the Services.
“Services” means the professional marketing, reputation management, review management, local search optimization, reporting, consulting, customer engagement, and related services provided by Vouch.
3. Nature of the Services
Vouch is a marketing agency that provides professional services to businesses.
The Client Portal is an internal operational tool that supports the delivery of those Services by facilitating communication, reporting, review management, and collaboration between Vouch and the Client.
Nothing in these Terms shall be construed as granting the Client a license to a standalone software platform or transferring ownership of the Client Portal.
The scope of Services provided to a Client is governed by the applicable proposal, statement of work, service agreement, or other written agreement between the Client and Vouch.
If a conflict exists between these Terms and a separately executed written agreement, the written agreement will control to the extent of the conflict.
4. Agency Relationship
Vouch acts solely as an independent contractor providing professional marketing services.
Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency relationship in the legal sense between Vouch and the Client.
The Client retains ownership and control of its Google Business Profile, business listings, customer relationships, trademarks, and other business assets.
Vouch receives only the limited rights necessary to perform the Services requested by the Client.
5. Eligibility and Authority
The Services are intended solely for businesses and their authorized representatives.
Each individual accessing the Client Portal represents that they have been authorized by the Client to do so.
The Client is responsible for all activity occurring under its account and for maintaining the confidentiality of account credentials.
The Client shall promptly notify Vouch of any unauthorized access or suspected security incident involving its account. 6. Google Business Profile Authorization
Certain Services require the Client to authorize Vouch to access the Client’s Google Business Profile through Google’s OAuth authorization process.
By granting authorization, the Client instructs Vouch to access and process Google Business Profile Data solely for the purpose of providing the Services requested by the Client.
The Client represents and warrants that:
- It owns or has sufficient authority to manage each Google Business Profile connected to the Services.
- The individual granting authorization has authority to act on behalf of the Client.
- All information provided to Vouch is accurate and current.
- The Client has obtained any permissions necessary to authorize Vouch to perform the Services.
Vouch will request only those Google Business Profile API permissions reasonably necessary to provide the contracted Services.
Vouch does not request or access Google Workspace APIs, including Gmail, Google Drive, Google Calendar, Google Contacts, Google Docs, Google Sheets, Google Meet, Google Chat, or other unrelated Google services.
The Client may revoke Vouch’s authorization at any time through Google’s account permissions or by notifying Vouch.
Revoking authorization may prevent Vouch from providing certain Services.
7. Client Responsibilities
The Client agrees to:
- Provide accurate and complete information.
- Maintain current account information.
- Cooperate with Vouch in providing the Services.
- Promptly respond to requests reasonably necessary to perform the Services.
- Maintain appropriate security over account credentials.
- Ensure that Authorized Users comply with these Terms.
- Notify Vouch promptly of suspected unauthorized access.
- Use the Client Portal only for legitimate business purposes.
The Client remains responsible for all activity conducted through its account by its Authorized Users.
8. Authorized Users
The Client may designate Authorized Users to access the Client Portal.
The Client is responsible for:
- Managing Authorized User access.
- Removing users who no longer require access.
- Ensuring Authorized Users maintain the confidentiality of account credentials.
- Ensuring Authorized Users comply with these Terms.
Vouch may suspend or revoke an Authorized User’s access if reasonably necessary to protect the security or integrity of the Services.
9. Client Data
The Client retains all right, title, and interest in and to Client Data.
Except as expressly provided in these Terms, Vouch acquires no ownership interest in Client Data by virtue of providing the Services.
Vouch is granted a limited, non-exclusive right to access, process, store, transmit, and display Client Data solely as necessary to provide the Services requested by the Client.
Nothing in these Terms transfers ownership of the Client’s Google Business Profile, reviews, business listings, trademarks, customer relationships, or other business assets.
Review content remains subject to the rights of its respective authors and the applicable review platform. Vouch accesses and processes review information solely to perform the Services requested by the Client.
10. Confidentiality
Each party acknowledges that it may receive confidential information from the other party in connection with the Services.
Each party agrees to:
- Protect confidential information using reasonable administrative, technical, and organizational safeguards.
- Use confidential information only as necessary to fulfill its obligations under these Terms.
- Limit access to confidential information to personnel or contractors who have a legitimate need to know and who are bound by appropriate confidentiality obligations.
- Not disclose confidential information to third parties except as permitted by these Terms or required by law.
Confidential information does not include information that:
- Is or becomes publicly available through no fault of the receiving party.
- Was lawfully known by the receiving party before disclosure.
- Is independently developed without use of the disclosing party’s confidential information.
- Is lawfully obtained from a third party without confidentiality restrictions.
The obligations in this Section survive termination of the Services.
11. Acceptable Use
The Client agrees not to:
- Use the Services in violation of applicable law.
- Attempt to gain unauthorized access to the Client Portal or related systems.
- Circumvent or interfere with security measures.
- Introduce malicious code or harmful software.
- Reverse engineer, decompile, or attempt to discover the source code of the Client Portal except where prohibited by applicable law.
- Use the Services to infringe the intellectual property rights of others.
- Use the Services to engage in fraudulent, deceptive, or unlawful conduct.
- Share account credentials with unauthorized persons.
Vouch reserves the right to suspend access to the Client Portal where reasonably necessary to protect the security, integrity, or availability of the Services.
12. Compliance with Third-Party Terms
The Client acknowledges that certain Services rely upon third-party platforms, including Google Business Profile.
The Client remains responsible for complying with the terms, policies, and requirements of such third-party providers.
Nothing in these Terms modifies or replaces the agreements between the Client and any third-party provider.
Vouch is not responsible for changes made by third-party providers that affect the availability or functionality of the Services, including changes to APIs, platform policies, features, or access requirements.
13. Fees, Billing, and Payment
Fees for the Services shall be set forth in the applicable proposal, statement of work, service agreement, invoice, or other written agreement between the Client and Vouch.
Unless otherwise agreed in writing:
- Fees are stated in U.S. Dollars.
- Payments are due according to the applicable invoice.
- Late payments may be subject to interest at the lesser of one percent (1%) per month or the maximum amount permitted by applicable law.
- The Client is responsible for all applicable taxes, excluding taxes based on Vouch’s net income.
Vouch may suspend Services for accounts that remain delinquent after providing reasonable notice to the Client.
14. Changes to Services
Vouch continually improves its Services.
Accordingly, Vouch may modify, improve, replace, or discontinue features of the Client Portal or Services provided that such changes do not materially reduce the Services purchased by the Client during the applicable service term without reasonable notice.
Nothing in these Terms guarantees the continued availability of any specific feature unless expressly provided in a written agreement.
15. Intellectual Property
Except for Client Data, all right, title, and interest in and to the Services, Client Portal, website, software, documentation, reports, templates, workflows, methodologies, graphics, branding, trademarks, service marks, logos, and other materials created or owned by Vouch remain the exclusive property of Vouch or its licensors.
These Terms do not transfer ownership of any intellectual property belonging to Vouch.
Subject to these Terms, the Client receives a limited, non-exclusive, non-transferable right to access the Client Portal solely for the purpose of receiving the Services during the applicable service term.
The Client may not:
- Copy, distribute, or resell the Client Portal.
- Remove proprietary notices.
- Reverse engineer or attempt to derive source code except where prohibited by law.
- Use Vouch’s trademarks without prior written permission.
Nothing in these Terms limits the Client’s ownership of its own trademarks, branding, marketing materials, business information, or Client Data.
16. Third-Party Services
Certain aspects of the Services rely upon third-party providers, including Google Business Profile and other technology providers selected by Vouch or the Client.
Vouch does not control third-party platforms and cannot guarantee their continued availability, accuracy, performance, or functionality.
Changes made by third-party providers, including API modifications, policy changes, service interruptions, or discontinued features, may affect the Services.
Vouch shall not be liable for interruptions or limitations caused by third-party providers beyond Vouch’s reasonable control.
17. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOUCH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
VOUCH DOES NOT WARRANT:
- That CLIENTS WILL RECEIVE A SPECIFIC NUMBER OF REVIEWS.
- THAT SEARCH RANKINGS WILL IMPROVE.
- THAT GOOGLE OR OTHER THIRD-PARTY PLATFORMS WILL MAINTAIN THEIR CURRENT FEATURES OR POLICIES.
- THAT CUSTOMER REVIEWS WILL BE POSITIVE.
- THAT THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.
Marketing results depend upon numerous factors outside Vouch’s control.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOUCH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO VOUCH DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL VOUCH BE LIABLE FOR:
- LOST PROFITS
- LOST REVENUE
- LOST BUSINESS OPPORTUNITIES
- LOSS OF GOODWILL
- LOSS OF DATA
- BUSINESS INTERRUPTION
- INDIRECT DAMAGES
- INCIDENTAL DAMAGES
- SPECIAL DAMAGES
- CONSEQUENTIAL DAMAGES
- EXEMPLARY OR PUNITIVE DAMAGES
THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF VOUCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not permit certain liability limitations. In those jurisdictions, this Section shall apply only to the maximum extent permitted by law.
19. Indemnification
A. Client Indemnification
The Client agrees to defend, indemnify, and hold harmless Vouch, its owners, officers, employees, contractors, affiliates, successors, and assigns from and against any third-party claims, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to:
- The Client’s breach of these Terms.
- The Client’s misuse of the Services.
- The Client’s violation of applicable law.
- The Client’s infringement or alleged infringement of the intellectual property or other rights of any third party.
- Information, content, or materials supplied by or on behalf of the Client.
- The Client’s operation of its business, products, or services.
B. B. Vouch Indemnification
Subject to the limitations set forth in these Terms, Vouch agrees to defend, indemnify, and hold harmless the Client from any third-party claim alleging that the Client's authorized use of the Services, as provided by Vouch and in accordance with these Terms, directly infringes a valid United States copyright, trademark, patent, or trade secret.
This obligation does not apply to claims arising from:
- Client Data.
- Modifications made by or for the Client.
- Combination of the Services with products or services not supplied by Vouch.
- Use of the Services in violation of these Terms.
- Continued use after Vouch has provided a non-infringing replacement or modification.
If Vouch reasonably determines that the Services are likely to become the subject of an infringement claim, Vouch may, at its option and expense:
- Procure the Client's continued right to use the affected Services;
- Modify or replace the affected Services so they become non-infringing while maintaining substantially equivalent functionality; or
- Terminate the affected Services and refund any prepaid fees applicable to the unused portion of the affected service term.
C. Indemnification Procedures
A party seeking indemnification shall:
- Promptly notify the indemnifying party of the claim.
- Permit the indemnifying party to control the defense and settlement of the claim, provided no settlement admits liability or imposes obligations on the indemnified party without its prior written consent.
- Provide reasonable cooperation at the indemnifying party’s expense.
Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by the delay.
20. Force Majeure
Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including:
- Natural disasters.
- Fire.
- Flood.
- Pandemic.
- Labor disputes.
- Internet outages.
- Utility failures.
- Cyberattacks by third parties.
- Government actions.
- Changes implemented by third-party providers such as Google that materially affect the Services.
The affected party shall use reasonable efforts to resume performance as soon as practicable.
21. Suspension of Services
Vouch may suspend all or part of the Services if reasonably necessary to:
- Protect the security or integrity of the Client Portal or Services.
- Respond to a suspected security incident.
- Prevent unauthorized access or misuse.
- Comply with applicable law or a lawful governmental request.
- Address a material breach of these Terms.
- Address non-payment following reasonable notice to the Client.
Where reasonably practicable, Vouch will provide advance notice of a suspension and will work with the Client to restore Services promptly once the underlying issue has been resolved.
22. Term and Termination
These Terms become effective when the Client first engages Vouch, executes a service agreement, creates an account, or otherwise begins using the Services, and remain in effect until terminated.
Either party may terminate the Services as provided in the applicable service agreement or statement of work.
If no written agreement specifies termination rights:
- Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice.
- Either party may terminate immediately if the other party ceases business operations, becomes insolvent, or enters bankruptcy proceedings, subject to applicable law.
Termination of these Terms does not relieve either party of obligations that accrued prior to termination.
23. Effect of Termination
Upon termination:
- Vouch will discontinue providing the Services.
- The Client’s access to the Client Portal may be disabled.
- Google Business Profile authorization will no longer be used to access Client data, except as necessary to complete post-termination obligations or comply with applicable law.
- Outstanding fees remain payable.
- Each party will return or securely destroy the other party’s confidential information upon request, except where retention is required by law or reasonably necessary for backup, audit, or dispute resolution purposes.
The following provisions survive termination to the extent applicable:
- Confidentiality
- Intellectual Property
- Payment obligations
- Indemnification
- Limitation of Liability
- Dispute Resolution
- Governing Law
- Any provision that by its nature is intended to survive termination.
24. Notices
Any notice required under these Terms must be provided in writing.
Notices to Vouch shall be sent to:
Vouch For Us, LLC Email: [email protected]
Notices to the Client may be sent to the email address associated with the Client’s account or any other contact information provided by the Client.
Notice is deemed given:
- Upon confirmed electronic delivery.
- One (1) business day after transmission by email, provided no delivery failure notice is received.
- Upon confirmed delivery by recognized overnight courier.
- Three (3) business days after mailing by certified mail, postage prepaid.
25. Assignment
Neither party may assign these Terms or any rights or obligations under them without the prior written consent of the other party, except that either party may assign these Terms without consent:
- In connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets; or
- To an affiliate under common ownership or control, provided the assignee agrees in writing to be bound by these Terms.
Any assignment in violation of this Section is void.
26. Governing Law and Venue
These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
Subject to Section 27 (Dispute Resolution), the state and federal courts located in the Texas county where Vouch maintains its principal place of business, or, where federal jurisdiction applies, the applicable United States District Court serving that county, shall have exclusive jurisdiction over any legal action arising out of or relating to these Terms, and each party consents to the personal jurisdiction and venue of those courts.
27. Dispute Resolution
The parties agree to work in good faith to resolve any dispute arising out of or relating to these Terms before initiating formal legal proceedings.
Before filing a lawsuit, either party shall provide written notice describing the dispute in reasonable detail. Within thirty (30) days after receipt of such notice, authorized representatives of both parties shall meet (virtually or in person) and attempt in good faith to resolve the matter.
If the dispute is not resolved through negotiation, the parties may agree to submit the matter to non-binding mediation before a mutually agreed mediator. Unless otherwise agreed in writing, any mediation shall take place in the Texas county where Vouch maintains its principal place of business or by mutually agreed remote videoconference.
If mediation is unsuccessful, or if the parties do not agree to mediation, either party may pursue any remedy available under applicable law in a court of competent jurisdiction.
Nothing in this Section limits either party’s right to seek temporary or preliminary injunctive relief to protect confidential information, intellectual property, or other rights pending final resolution of the dispute.
28. Entire Agreement
These Terms, together with any applicable proposal, statement of work, service agreement, order form, Data Processing Addendum, and Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings relating to the same subject matter.
If there is a conflict between these Terms and a separately executed written agreement, the written agreement controls to the extent of the conflict.
29. Severability
If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
The invalid provision shall be interpreted or modified, if possible, to most closely reflect the original intent while remaining enforceable under applicable law.
30. No Waiver
A party’s failure to enforce any provision of these Terms shall not constitute a waiver of that provision or of the right to enforce it later.
Any waiver must be in writing and signed by the party granting the waiver.
31. Electronic Communications and Signatures
The parties agree that electronic communications, electronic signatures, and electronically accepted agreements satisfy any legal requirement that such communications or agreements be in writing.
The parties consent to the use of electronic records in connection with the Services.
32. Relationship of the Parties
The parties are independent contractors.
Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or legal agency between the parties.
Neither party has authority to bind the other except as expressly agreed in writing.
33. Contact Information
Questions regarding these Terms or the Services may be directed to:
Vouch For Us, LLC
Email: [email protected]
Website: https://vouchforus.com