Client Service Terms and Conditions

1. Agreement Overview

This Agreement is between VisiScale LLC ("Company," "we," "us") and the client ("Client," "you") for the use of our Google Review Generation and, where applicable, the Google Business Profile Management add-on (collectively, the "Services"). By activating a free trial, submitting payment, or using any part of the Services, you agree to these Terms and Conditions.

1A. Definitions

“Services” refers to the review generation platform, onboarding, automations, optional add-ons, and related support services provided by VisiScale LLC.
“Client Data” means any contact lists, business information, review content, or other materials submitted by the Client or collected via the Client’s use of the Services.
“Third-Party Tools” includes external platforms integrated with or used to power the Services, such as SMS/email gateways, Google Business Profiles, or Go High Level.
“Statement of Work” refers to any service proposal, onboarding brief, or agreed-upon description of services provided to the Client prior to acceptance of this Agreement.
“Platform” means the backend systems, automations, and interfaces used to deliver the Services, including white-labeled software.

2. Scope of Services

The specific services to be provided under this Agreement are described in the Statement of Work, proposal, or onboarding document presented to the Client and accepted prior to or in connection with this Agreement (collectively, the “Statement of Work”). The Statement of Work is incorporated by reference and shall govern all deliverables, service tiers, and related scope. Any services not expressly listed in the Statement of Work are considered out of scope and may require additional fees or a separate agreement.

Privacy Policy Requirement: In order to complete SMS brand registration, the Client must have a publicly accessible privacy policy on their website. If the Client does not have one, they may use a third-party provider such as Termageddon or supply their own legally compliant policy. Messaging setup will be delayed until this requirement is met.

3. Trial Period and Activation

If offered, a free trial period of up to 14 days will begin once the Client activates the service via form submission, onboarding call, or written confirmation. At the end of the trial, billing will begin automatically unless canceled in writing before the trial ends.

4. Subscription and Billing

This service is billed on a month-to-month subscription basis unless otherwise stated in writing. Pricing and billing frequency are listed in the Client’s invoice, proposal, or checkout page. Services will auto-renew each month until canceled.
All payments are final. No refunds will be issued once onboarding has begun or services have commenced, including any setup or configuration time.

5. Client Responsibilities

Client agrees to:

• Provide accurate business information for profile setup and carrier registration
  
• Upload or integrate contact data in compliance with applicable laws
  
• Maintain valid payment information
  
• Respond to onboarding and support communications in a timely manner
  

6. Messaging Compliance and Consent

Client is solely responsible for ensuring that all recipients of SMS and email communications have provided proper consent in accordance with applicable laws, including the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act. VisiScale LLC disclaims all liability arising from the sending of unauthorized or non-compliant messages.

Acceptable Use: The Client agrees not to use the platform for unlawful, defamatory, or abusive messaging. VisiScale LLC reserves the right to suspend or terminate service for any violation of this acceptable use condition.

7. Messaging Costs and Rebilling

The Client is responsible for all SMS and email messaging costs incurred through use of the platform. These charges are determined by third-party providers such as Twilio or SendGrid and may vary based on message volume, length, destination, and delivery rates.
Messaging fees will be billed to the Client either directly through their provider account or via rebilling through the platform. Rebilling may include a processing margin determined by VisiScale LLC. Current messaging rates are available upon request, and VisiScale LLC reserves the right to adjust rebilling terms with notice.

8. Platform Access and Data Control

Clients may request login access to their review automation sub-account. Data collected via review requests, analytics, and profile activity is stored within the platform and managed by the Client. VisiScale LLC does not control, manage, or export Client data except as necessary for onboarding or support.

9. Third-Party Tools and Platform Limitations

The Services are powered by a third-party white-labeled platform (e.g., Go High Level). VisiScale LLC does not warrant or guarantee uptime, deliverability, or continued availability of platform features. Client agrees that limitations or service changes imposed by the underlying platform are not grounds for cancellation or refund.

10. Third-Party Integrations via Zapier

VisiScale LLC may, at Client’s request, configure integrations between the Platform and Client-selected third-party software or services using Zapier or similar tools. These may include, but are not limited to, CRMs, scheduling tools, financial software, or productivity apps.
These integrations are provided as a convenience and are subject to limitations imposed by the third-party platforms and middleware. Client is solely responsible for ensuring that any data shared via these integrations complies with applicable privacy, data protection, and messaging laws.
VisiScale LLC does not warrant the functionality, availability, or reliability of any third-party tool, API, or automation connected to the Platform. Failures in third-party services shall not be grounds for refund, liability, or support obligations.
Client may also manually upload contact data into the Platform. By doing so, the Client affirms they have the proper consent to message those contacts under applicable law.

11. AI Disclaimer

Responses generated by AI are intended for general use only. While AI content may be tailored to your business, VisiScale LLC does not guarantee factual accuracy, tone, or legal compliance in review responses.
This includes but is not limited to suggested review replies, GBP posts, and content generated via any AI-powered automation or tools used in the Services. Clients are responsible for periodically reviewing and customizing AI content if desired.

12. Performance Disclaimer

While the Services are intended to support visibility and engagement, VisiScale LLC makes no guarantees regarding improved search engine rankings, lead generation, review volume, or revenue. Actual results vary depending on external factors beyond our control.

13. Service Availability

While VisiScale LLC aims to provide reliable service, no guarantee is made regarding uptime, uninterrupted access, or performance of the platform or any third-party integrations.
VisiScale LLC does not provide or commit to any service level agreement (SLA). Planned maintenance, third-party outages, or service disruptions shall not be grounds for refund, cancellation, or liability.

14. Termination and Cancellation

Client may cancel their subscription at any time by providing written notice via email. Cancellations must be received at least three (3) business days before the next billing date to avoid charges. No refunds will be issued for partial months or unused services.
Post-Cancellation Access: Upon cancellation, Client access to the platform and all associated automations, data, and dashboards will be disabled. It is the Client’s responsibility to export any data prior to cancellation.

15. Intellectual Property

All software, automation workflows, and materials used in delivering the Services remain the property of VisiScale LLC or its licensors. Clients may not replicate, copy, or reuse proprietary scripts or processes without written permission.

16. Indemnification

Client agrees to indemnify and hold harmless VisiScale LLC from any claims, damages, or liabilities arising out of:

• Non-compliant message delivery
  
• Misuse of the platform
  
• Client-provided data
  
• Inaccurate business information
  

17. Limitation of Liability

To the fullest extent permitted by law, VisiScale LLC’s liability under this Agreement shall not exceed the total fees paid by the Client in the three (3) months preceding the claim. VisiScale LLC shall not be liable for indirect, incidental, or consequential damages.

18. Governing Law

This Agreement shall be governed by the laws of the State of Vermont. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Chittenden County, Vermont. Arbitration is the sole and exclusive remedy for all claims. Each party shall bear its own legal fees unless otherwise awarded.

19. Severability

If any part of this Agreement is deemed invalid or unenforceable, the remainder shall remain in full force and effect.

20. Notices

Formal legal notices must be sent via email to jack@visiscale.com. Client is responsible for keeping their contact information up to date. Notices sent to the last known email on file shall be considered delivered.

21. Confidentiality

Each party agrees to keep confidential and not disclose to any third party any non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement, except as required by law or with the disclosing party’s written consent. This obligation shall survive termination of this Agreement.

22. Modification by Written Agreement Only

No amendment or modification of this Agreement shall be valid unless made in writing and signed or expressly agreed to by both parties. Verbal modifications or informal communications (including email or text) shall not be deemed sufficient to amend this Agreement.

23. Client Delays

Client acknowledges that timely responses and approvals are required for onboarding and support. Delays by the Client do not pause billing. VisiScale LLC is not responsible for missed deadlines caused by Client inaction.

24. Acceptance

By activating a trial, submitting payment, or using the Services, the Client agrees to all terms stated herein.

1. Agreement Overview

This Terms and Conditions agreement ("Agreement") is made between VisiScale LLC ("Company", "we", "our", or "us") and the Client ("Client", "you", or "your") upon Client’s acceptance and payment for website services. By submitting payment or using the services, you acknowledge and accept the scope of services and conditions outlined below. Client further acknowledges that they have been informed about applicable website policy requirements via a separate Website Policies Waiver, which is incorporated by reference into this Agreement.

1A. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:

• “Services” means the website design, development, hosting, and support services provided by VisiScale LLC.
• “Client Content” means all text, images, data, trademarks, or other materials supplied by the Client for inclusion in the website.
• “Third-Party Tools” means any external platforms or services integrated into the website, including but not limited to Webflow, Amazon Web Services, Cloudflare, Termageddon, CRM systems, or analytics software.
• “Statement of Work” means the proposal, quote, or services outline agreed to by the Client, including any document referenced in the Scope of Services.
• “Platform” refers to the web-based systems and third-party infrastructure used to host or power the website.

2. Scope of Services

The specific services to be provided by VisiScale LLC will be detailed in the Statement of Work, Proposal, or Services section accompanying this Agreement (collectively, the “Statement of Work”). The Statement of Work, as accepted by the Client, is incorporated into this Agreement by reference and shall be binding upon both parties. Any services not expressly listed in the Statement of Work are considered out of scope and may be subject to additional charges.

3. Client Responsibilities

Client agrees to provide all necessary content, branding, logins, and approvals promptly. Client is solely responsible for compliance with applicable laws beyond the scope of services.

4. Support Credits

Support time of up to 30 minutes is included per calendar month. This time may be used for content changes, minor design edits, text/image updates, or small feature adjustments. Requests exceeding the 30-minute limit will be quoted and billed at $125/hour, subject to prior written approval. Unused time does not roll over or accumulate.

5. Payment Terms

Payment is due before services begin. Ongoing fees for hosting, support, and maintenance will be auto-billed unless agreed otherwise. Invoices for additional work must be paid in advance.

6. Limitations and Liability

VisiScale LLC is not liable for downtime, data loss, breaches, or third-party issues. No guarantee of uninterrupted service, flawless security, or top search rankings. Liability for any claim is capped at fees paid in the three (3) months preceding the claim.

7. Termination & Website Access

Either party may terminate with written notice. Written notice may be via email to jack@visiscale.com or text message to +1 802-636-6079. No refunds for services rendered or pre-paid hosting. If payment is canceled, Client loses access to the website but retains domain rights.

8. Independent Contractor

VisiScale LLC operates as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship.

9. Non-Solicitation

Client agrees not to solicit for employment or hire any VisiScale LLC employees, contractors, or agents during the term of this Agreement and for twelve (12) months thereafter.

10. Confidentiality

Both parties agree to maintain confidentiality regarding non-public information exchanged during the Agreement and to use such information solely to fulfill obligations under the Agreement.

11. Indemnity

Client agrees to indemnify and hold harmless VisiScale LLC from any claims, damages, losses, or expenses arising out of Client’s use of the website or violation of applicable laws.

12. Force Majeure

VisiScale LLC shall not be liable for delays or failures due to causes beyond its reasonable control, including natural disasters, acts of government, or telecommunications failures.

13. Governing Law & Jurisdiction

This Agreement is governed by the laws of the State of Vermont.
Any disputes arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in Chittenden County, Vermont.

14. Acceptance

By submitting payment or using the services, you confirm that you have read, understood, and agreed to these Terms and Conditions, forming a legally binding agreement with VisiScale LLC.

15. Modifications to Agreement

VisiScale LLC reserves the right to modify these Terms and Conditions at any time. Clients will be notified of any material changes via email or through the client portal. Continued use of services following such notice constitutes acceptance of the modified terms. If Client does not agree to the modified terms, Client must notify VisiScale LLC in writing within ten (10) days of receiving notice; otherwise, the updated Terms and Conditions shall be deemed accepted.

16. Intellectual Property & Website Access

The Client retains full ownership of their domain name and may repoint or redirect it at any time.
However, the website created by VisiScale LLC, including its design, layout, source code, and structure, remains the intellectual property of VisiScale LLC.
If the Client discontinues services or cancels their subscription, they will retain access to their domain, but will not receive the website files, hosting data, or other deliverables owned by VisiScale LLC. VisiScale LLC retains all rights to proprietary code, third-party tools, custom scripts, templates, and intellectual property utilized in the development of the website.

17. No Refund Policy

All payments made to VisiScale LLC are final. No full or partial refunds will be issued under any circumstances once services have commenced or have been delivered, including pre-paid hosting or support fees.

18. Dispute Resolution & Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Vermont, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The parties waive their right to a jury trial or to participate in a class action. All disputes shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA), and arbitration shall be the sole and exclusive remedy. Each party shall bear its own legal fees unless otherwise awarded by the arbitrator.

19. Data Privacy and Limitation of Responsibility

VisiScale LLC does not process, store, or control any personal data of website users or visitors. Our role is limited to implementing client-requested features such as web forms which route submissions to third-party services (e.g., CRM systems or email accounts designated by the Client). Clients are solely responsible for compliance with all applicable privacy laws, including any disclosures and consents required for collection and use of personal data. Clients acknowledge that VisiScale LLC does not provide legal advice regarding data privacy and that a separate Website Policies Waiver is provided to inform clients of their legal obligations. If Client collects or processes personal data via the website (e.g., through contact forms or tracking tools), Client is solely responsible for ensuring the existence of a legally compliant Data Processing Agreement (DPA) with any applicable third parties. VisiScale LLC does not act as a processor or sub-processor under GDPR, CCPA, or other data privacy laws.

20. Service Suspension for Nonpayment

VisiScale LLC reserves the right to suspend services, disable website access, or remove hosted content without prior notice if payment obligations are not met within five (5) business days of the due date.

21. Marketing and Attribution Rights

Client grants VisiScale LLC the right to display the completed website, screenshots, and related visuals in its portfolio, marketing materials, and digital channels.
Client also agrees to allow VisiScale LLC to place a discreet footer attribution link (e.g., "Powered by VisiScale") on the website for marketing and SEO purposes. This link will not interfere with the website’s functionality or user experience.

22. Third-Party Tools Disclaimer

The website and hosting services provided under this Agreement rely on third-party platforms, including Webflow, which may utilize additional providers such as Cloudflare and Amazon Web Services (AWS) for infrastructure, delivery, and security.

VisiScale LLC is not responsible for outages, service limitations, platform changes, or data loss originating from these third-party platforms. The Client agrees that such issues do not constitute a breach of this Agreement. Use of third-party tools is at the Client’s own risk and subject to their respective terms of service.

23. Client Delays

Client understands that timely feedback, approvals, and provision of required materials are necessary to maintain the project timeline. If the Client delays the project, VisiScale LLC is not obligated to follow up or pursue outstanding items. Missed deadlines or incomplete onboarding due to Client inaction will not justify refunds or billing disputes.Monthly invoices will continue as scheduled regardless of Client’s responsiveness or participation.

24. Auto-Renewal and Cancellation Policy

All ongoing services provided under this Agreement will automatically renew on their applicable billing cycles (e.g., monthly or annually) unless the Client provides written notice of cancellation at least seven (7) days before the next billing date.
Written notice must be delivered via email to jack@visiscale.com.

25. Acceptable Use Policy

Client agrees not to use the website to host, display, or distribute any content that is unlawful, defamatory, abusive, obscene, or otherwise in violation of any applicable laws or regulations. VisiScale LLC reserves the right to suspend or terminate services if such prohibited use is discovered.

26. Change Requests and Out-of-Scope Work

Any requests beyond the defined Scope of Services must be submitted in writing and may be subject to additional charges. VisiScale LLC will notify the Client if a request falls outside the included scope before proceeding. No additional work will be completed without the Client’s written approval.

27. Revisions Policy

Client is entitled to up to two (2) rounds of revisions during the design and development process. Additional revision rounds beyond this limit may result in project delays or incur additional charges at the hourly rate. Requests must be communicated in writing for tracking and confirmation purposes.

28. Website Security Limitation

VisiScale LLC will implement reasonable security practices consistent with industry norms. However, no website is immune to cyber threats. VisiScale LLC does not guarantee complete protection from hacking, malware, or other malicious activity and shall not be liable for any resulting damages.

29. Recovery of Legal Fees

If any legal action or proceeding is brought to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party.

30. Client-Provided Content & Copyright Responsibility

Client affirms that all content, images, branding elements, and materials provided to VisiScale LLC for use in the website are either owned by the Client or properly licensed for such use. VisiScale LLC shall not be held liable for any copyright infringement or legal claims arising from materials submitted by the Client.

30. Performance Disclaimer

VisiScale LLC makes no guarantees regarding increases in website traffic, search engine rankings, lead generation, or revenue. While best practices are followed, actual performance outcomes will vary depending on numerous external factors beyond the control of VisiScale LLC.

32. Client Approval & Final Deliverables

Client must review and approve final deliverables in writing before the website is launched. Any post-launch changes will either be covered under the included 30-minute monthly support time or quoted separately at the standard hourly rate.

33. Payment Disputes and Chargebacks

In the event of a payment dispute or chargeback initiated by the Client, VisiScale LLC reserves the right to suspend all services, remove website access, and pause active support until the dispute is resolved. Client agrees to notify VisiScale LLC in advance of initiating any chargeback or payment dispute to allow for resolution through communication.

34. Subscription Payments and Refunds

VisiScale LLC does not collect deposits or retainers. Services begin upon receipt of the first subscription payment. All payments are non-refundable once service has commenced, and monthly billing continues on a subscription basis unless canceled in accordance with Section 24 of this Agreement.

35. Subcontractors

VisiScale LLC reserves the right to engage qualified subcontractors to fulfill portions of this Agreement. All subcontractors will operate under written agreements to maintain confidentiality, service quality, and alignment with this Agreement.

36. Website Ownership Transfer Requests

In the event that Client requests full ownership and delivery of the website assets (e.g., design files, source code), VisiScale LLC may offer a separate website transfer agreement at its sole discretion. This transfer may include a one-time buyout fee, determined on a case-by-case basis, and does not guarantee inclusion of proprietary code or third-party tools.

37. Use of Beta or Third-Party Tools

Client understands that any feature or integration designated as beta, experimental, or reliant on a third-party platform is provided 'as-is' without warranty. Such features may change, be discontinued, or be deprecated by their provider at any time without notice, and VisiScale LLC shall not be held liable for such changes.

38. No Legal Advice Disclaimer

VisiScale LLC is not a law firm and does not provide legal advice. No part of the services, support, documentation, or website content constitutes legal advice, and Clients are solely responsible for consulting with a qualified attorney to ensure legal compliance.

39. Client Responsibility for Legal Compliance

The Client is solely responsible for ensuring that their website and business practices comply with all applicable laws, including but not limited to consumer protection laws, the Americans with Disabilities Act (ADA), copyright laws, accessibility standards, data privacy regulations (e.g., GDPR, CCPA), and eCommerce regulations. VisiScale LLC shall not be liable for any legal claims, penalties, or enforcement actions arising from the Client’s failure to comply with such laws.

40. DMCA and Copyright Infringement

The Client affirms that all website content is either original, properly licensed, or otherwise lawfully used. VisiScale LLC complies with the Digital Millennium Copyright Act (DMCA) and reserves the right to remove or disable access to content alleged to be infringing upon receiving proper notice. Upon receiving a valid DMCA takedown notice, VisiScale LLC will promptly notify the Client and may disable access to the allegedly infringing content. The Client may submit a counter-notification in accordance with 17 U.S.C. § 512, which VisiScale LLC will process in accordance with the DMCA.

41. Accessibility Disclaimer

Unless explicitly agreed upon in writing, VisiScale LLC does not warrant that websites developed under this Agreement will comply with the Americans with Disabilities Act (ADA) or any other accessibility regulations. The Client assumes all responsibility for ensuring that their website meets applicable accessibility standards. Upon written request and at additional cost, VisiScale LLC may assist in implementing website accessibility improvements aligned with WCAG 2.1 AA guidelines. However, no guarantee or warranty is made regarding legal compliance or outcomes.

42. Export Control and International Use

Clients are responsible for compliance with all local laws when using the website internationally.
Clients agree to comply with all U.S. export control laws and regulations when using third-party software, platforms, or tools integrated into the site.

43. Hosting and Platform Access Rights

Unless otherwise agreed in writing, VisiScale LLC maintains administrative access and management control over hosting accounts. Clients will receive user-level access suitable for content editing or approvals, but not full administrative or source-level access unless a separate website transfer agreement is executed.

43. Website Policy Requirements – Waiver and Acknowledgment

Client acknowledges that applicable federal, state, or international privacy laws may require the inclusion of specific website policies, such as a Privacy Policy, Cookie Policy, Terms of Service, Disclaimer, and/or cookie consent mechanisms.

Client further acknowledges that VisiScale LLC has provided information about these requirements and has offered assistance through a third-party website policy provider (Termageddon). VisiScale LLC is not a law firm and does not provide legal advice or legal services, including the drafting of privacy policies or legal compliance documents.

Client is solely responsible for:

• Determining which policies and disclosures are required based on their business operations, data collection practices, and applicable laws.
• Keeping any provided or self-sourced policies up to date in accordance with changes in laws.
• Notifying VisiScale LLC in writing when policy updates are required on the website.
  

If Client elects to use Termageddon, they agree to a direct relationship with that provider under Termageddon’s own Terms of Service and Privacy Policy. VisiScale LLC may receive compensation or resell Termageddon licenses and may charge a one-time implementation fee for integration services.

Client understands that the absence of a comprehensive and up-to-date Privacy Policy, Cookie Policy, or Disclaimer on the website may result in regulatory non-compliance, enforcement actions, or third-party claims, and releases VisiScale LLC from all related liability.

45. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect. In such event, the invalid or unenforceable provision shall be modified to the minimum extent necessary to comply with applicable law and to best achieve the original intent of the parties.

46.Standard Layout and Feature Limitations

The website delivered under this agreement will include standard design elements, layouts, and user interface components commonly found on small business websites. It will not include advanced animations, custom JavaScript functionality, interactive graphics, or complex user experiences unless explicitly agreed upon in writing and may be subject to additional charges. Requests for such features will be evaluated on a case-by-case basis and quoted separately.

47. Hosting Plan Usage and Bandwidth Limits

The website hosting included with this service is provided via Webflow and is subject to usage limitations defined by Webflow’s hosting plans (e.g., bandwidth, CMS item count, number of pages). If the Client’s website exceeds the limitations of the standard hosting tier included in their subscription, VisiScale LLC reserves the right to upgrade the hosting plan at its discretion. Any additional costs resulting from this upgrade will be passed on to the Client with prior written notice. Hosting limitations are subject to change by Webflow and are available to the Client upon request.

48. Notices

All legal or contractual notices required under this Agreement must be made in writing and shall be deemed delivered upon delivery via email to the designated contact email.

For notices to VisiScale LLC, please send to:

Email: jack@visiscale.com

It is the Client’s responsibility to keep their contact information current with VisiScale LLC. Notices sent to the last known contact information on file shall be deemed properly given.