Terms of service

The Service connects a Customer's Lead Docket instance to the Customer's Google Ads account for the purpose of reporting offline conversions. In general terms, the Service:

• receives event notifications from the Customer's Lead Docket instance at a Customer-configured webhook;
• verifies that each notification originates from Lead Docket;
• extracts a limited set of fields required to build an offline conversion report, including a lead identifier, a hashed representation of the lead's email address and phone number, an associated Google click identifier, and an event timestamp;
• transmits the resulting offline conversion to the Customer's Google Ads account through Google's conversion interface; and
• automatically re-attempts unconfirmed conversions on a schedule until they are confirmed or a defined retry limit is reached.

The Service may support more than one conversion destination per Customer, each mapped to a specific Google Ads conversion action. We may add, change, or discontinue features of the Service as described in Section 14.

• "Customer Account" means the account and configuration established for the Customer to use the Service.
• "Lead Data" means the fields the Service receives from Lead Docket in connection with a conversion event, as described in Section 1.
• "Google Credentials" means the authentication and authorization information the Customer provides during onboarding to permit the Service to report conversions to the Customer's Google Ads account.
• "Third-Party Services" means services not operated by the Company, including Lead Docket and Google Ads, on which the Service depends.
• "Documentation" means any onboarding, setup, or usage materials we make available for the Service.

The Service is offered only to businesses, not to consumers or individuals for personal use. By accepting these Terms, the individual doing so represents that they are authorized to bind the Customer organization to these Terms, and that the Customer is a legally recognized business in good standing. If you accept these Terms on behalf of a Customer, references to "you" and "Customer" apply to that organization.

4.1 Setup. The Customer is responsible for completing onboarding, including creating a webhook in its Lead Docket instance that points to the address the Service provides, and selecting the Google Ads conversion action(s) the Service will report to. The Customer controls which Lead Docket statuses or events it treats as conversions.

4.2 Accuracy of configuration. The Customer is solely responsible for the accuracy of its configuration, including its choice of conversion definitions, webhook setup, and conversion-action mapping. The Company is not responsible for outcomes resulting from misconfiguration by the Customer.

4.3 Credentials and security. The Customer is responsible for maintaining its own Lead Docket and Google Ads accounts and for the security of its own systems and credentials. The Customer authorizes the Service to use the Google Credentials solely to report conversions on the Customer's behalf. The Customer may revoke that authorization at any time, understanding that doing so will stop the Service from functioning.

4.4 Rights in data. The Customer represents and warrants that it has all rights, consents, and legal authority necessary to send the Lead Data to the Service and to have it reported to Google Ads, including any consent required from the individuals to whom the Lead Data relates, and that its use of the Service complies with all laws applicable to the Customer and with the terms of the Third-Party Services.

The Customer will not, and will not permit any third party to:

• use the Service in violation of any applicable law or the terms of any Third-Party Service;
• send to the Service any data the Customer does not have the legal right to send;
• reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent this restriction is prohibited by law;
• interfere with, disrupt, or place undue load on the Service or its infrastructure, or attempt to gain unauthorized access to it;
• resell, sublicense, or make the Service available to any third party that is not the Customer; or
• use the Service to transmit malicious code or to conduct any fraudulent or deceptive activity.

We may suspend access to the Service without liability if we reasonably believe the Customer is violating this Section or creating a risk to the Service or others.

6.1 Fees. The Customer will pay the fees for the Service in effect at the time, as set out on the Company's pricing page at https://vineskills.com/lead-docket-conversion (the "Pricing Page") or in the Customer's order or sign-up selection. The Pricing Page and the Customer's selected plan are the authoritative source of the current fees and are incorporated into these Terms by reference. Fees may be structured as a base subscription fee together with a per-conversion charge for conversions reported, as a tiered plan that includes a set allotment of conversion credits with a per-conversion charge for usage beyond the allotment, or as otherwise described on the Pricing Page. Unless stated otherwise, fees are in U.S. dollars and exclusive of taxes.

6.2 Billing. The Company bills the Customer according to the billing cycle for the Customer's selected plan (for example, monthly), including any base fee in advance and any usage-based charges in arrears. Unless cancelled before the end of the then-current term, subscriptions renew automatically for successive terms of the same length.

6.3 Price changes. The Company may change its fees. The fees in effect when the Customer starts a term apply for the remainder of that term; changes take effect at the start of the next renewal term, and the Company will provide notice of a material change before it takes effect (for example, by email or through the Service or Pricing Page). The Customer's continued use of the Service after a change takes effect constitutes acceptance of the new fees.

6.4 Late payment and taxes. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and the Company may suspend the Service for non-payment after reasonable notice. The Customer is responsible for all applicable taxes other than taxes based on the Company's net income.

6.5 Refunds. Except as required by law, fees are non-refundable.

7.1 Roles. With respect to personal data contained in Lead Data, the Customer acts as the controller (or equivalent) and the Company acts as a processor (or equivalent) that processes such data only to provide the Service and on the Customer's documented instructions. The processing of personal data is governed by the Data Processing Agreement referenced in Section 7.4, which forms part of these Terms.

7.2 Our data handling. The Service is designed to retain as little data as necessary, for as short a time as necessary. In particular: email addresses and phone numbers are hashed before transmission and their original values are not stored; the raw notification received from Lead Docket is used to build the conversion report and is not logged or archived; and once a conversion is confirmed, the associated lead-level details are cleared, leaving only a record that the event occurred and was processed. Google Credentials are stored in encrypted form. Each Customer's data is logically isolated from every other Customer's data.

7.3 No guarantee of a specific security outcome. While we implement the measures described above and in our Privacy Policy and Data Processing Agreement, no method of transmission or storage is completely secure, and we do not guarantee that the Service will be free from unauthorized access.

7.4 Related documents. The Company's Privacy Policy and the Data Processing Agreement attached as Addendum A are incorporated into these Terms by reference. In the event of a conflict between these Terms and Addendum A regarding the processing of personal data, Addendum A controls.

The Service depends on Third-Party Services, including Lead Docket and Google Ads, that the Company does not control. The Company is not responsible for the availability, performance, policies, or actions of any Third-Party Service, including:

• delays, rejections, or non-acceptance of conversions by Google Ads;
• Google's asynchronous processing of conversions, or its decision to count, discount, or disregard any reported conversion;
• changes to, deprecation of, or discontinuation of any Third-Party Service interface or API; and
• interruptions, errors, or data loss originating from a Third-Party Service.

The Customer's use of any Third-Party Service is governed by that provider's own terms, and the Customer is responsible for maintaining any accounts and permissions required to use it with the Service.

9.1 Company IP. The Company owns all right, title, and interest in and to the Service, including its software, infrastructure, and Documentation, and all related intellectual property rights. Subject to these Terms and payment of applicable fees, the Company grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term for the Customer's internal business purposes.

9.2 Customer data. As between the parties, the Customer owns its Lead Data. The Customer grants the Company a limited license to process Lead Data solely to provide the Service and as described in Section 7.

9.3 Feedback. If the Customer provides suggestions or feedback about the Service, the Company may use them without restriction or obligation.

The Service is provided on an "as available" basis. The Company does not commit to any specific level of uptime or availability and does not guarantee that the Service will be uninterrupted or error-free. The Service's automatic retry mechanism operates on a good-faith basis and does not guarantee that any particular conversion will be successfully delivered to or accepted by Google Ads. The Company may perform maintenance or make the Service unavailable at any time, with or without notice.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL IMPROVE THE CUSTOMER'S ADVERTISING PERFORMANCE OR RESULTS, THAT CONVERSIONS WILL BE ACCEPTED OR COUNTED BY GOOGLE ADS, OR THAT THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

12.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST ADVERTISING SPEND, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 These limitations apply regardless of the theory of liability and form an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so some of the above may not apply.

13.1 By Customer. The Customer will defend, indemnify, and hold harmless the Company from and against any third-party claims, damages, and reasonable costs (including reasonable attorneys' fees) arising out of (a) Lead Data or the Customer's lack of rights or consents to send it; (b) the Customer's use of the Service in violation of these Terms, applicable law, or the terms of any Third-Party Service; or (c) the Customer's configuration choices.

13.2 Process. The party seeking indemnification will promptly notify the other, allow the indemnifying party to control the defense, and reasonably cooperate. No settlement imposing obligations on the indemnified party may be made without its consent.

We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or through the Service). Changes take effect on the stated effective date, and the Customer's continued use of the Service after that date constitutes acceptance. We may also add, modify, or discontinue features of the Service; we will use reasonable efforts to notify the Customer of material adverse changes.

15.1 Term. These Terms apply for as long as the Customer has an active Customer Account or uses the Service.

15.2 Termination by Customer. The Customer may terminate by cancelling its subscription and ceasing use of the Service.

15.3 Termination or suspension by Company. We may suspend or terminate the Customer's access for material breach of these Terms (including non-payment) that remains uncured ten (10) days after notice, or immediately where continued access poses a security, legal, or operational risk.

15.4 Effect of termination. On termination, the Customer's right to use the Service ends and we will stop processing new events. Handling of any residual data on termination is governed by Section 7 and the Data Processing Agreement. Sections that by their nature should survive (including Sections 9, 11, 12, 13, 16, and 17) survive termination.

16.1 Governing law. These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-laws rules.

16.2 Dispute resolution. The parties will bring any dispute exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to the personal jurisdiction of those courts.

17.1 Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement, and any order or sign-up page, are the entire agreement between the parties regarding the Service and supersede prior agreements on that subject.

17.2 Severability. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary.

17.3 Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

17.4 Assignment. The Customer may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all its assets. We may assign these Terms in connection with a reorganization, merger, or sale.

17.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including failures of Third-Party Services, internet or infrastructure outages, or acts of government.

17.6 Notices. Notices to the Company should be sent to leaddocket@vineskills.com, or by mail to Vineskills, Inc., 1110 N Virgil Ave, Unit 90123, Los Angeles, CA 90029, USA. Notices to the Customer may be sent to the email associated with the Customer Account.

17.7 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.

17.8 Contact. Questions about these Terms may be sent to leaddocket@vineskills.com.

For the personal information contained in Lead Data, the Customer is the "business" and the Company is the "service provider," as those terms are defined under the California Consumer Privacy Act, as amended (the "CCPA"). To the extent any other US state privacy law applies, the Customer is the controller and the Company is the processor. The Company processes this personal information solely to provide the Service and only on the Customer's documented instructions, which include the Terms, this DPA, and the Customer's configuration choices within the Service.

Subject matter: reporting the Customer's offline conversions to the Customer's Google Ads account.

Duration: for as long as the Customer uses the Service, plus any short period needed to complete or retry an in-progress conversion.

Nature and purpose: receiving conversion event notifications, building a conversion report, transmitting it to Google Ads, confirming delivery, and retrying where necessary.

Categories of personal information: a Lead Docket lead identifier; a one-way (SHA-256) hash of the lead's email address and phone number; the Google click identifier (GCLID) where captured; and event timestamps. The Company does not receive or retain the underlying email address, phone number, name, or other contact details, which are discarded on receipt and never written to storage.

Categories of data subjects: the Customer's leads and prospective clients.

The Company will:

1. Process only on instructions. Process the personal information only to provide the Service and only on the Customer's documented instructions, unless required to act otherwise by law, in which case the Company will inform the Customer unless legally prohibited.
2. Observe service-provider restrictions. Not sell or share the personal information; not retain, use, or disclose it for any purpose other than providing the Service, or outside the direct business relationship with the Customer; and not combine it with personal information received from any other source, except as permitted by the CCPA. The Company certifies that it understands and will comply with these restrictions.
3. Maintain confidentiality. Ensure that personnel authorized to process the personal information are bound by appropriate confidentiality obligations.
4. Maintain security. Implement and maintain reasonable technical and organizational security measures appropriate to the risk, including: encryption of traffic in transit; encryption of Google access tokens at rest with keys held outside the database; logical isolation so that each Customer's records are accessible only to that Customer; and restriction of webhook credentials from browser access.
5. Assist with individual requests. Provide reasonable assistance to help the Customer respond to requests from individuals to exercise their privacy rights. Because the Company holds only hashed identifiers and cannot identify an individual from them, the Company's assistance is limited to acting on the Customer's instructions regarding records tied to a lead identifier the Customer provides.
6. Assist with security and breach obligations. Provide reasonable assistance to the Customer with its own security, breach-notification, and assessment obligations, taking into account the nature of the processing and the limited information available to the Company.
7. Notify of breaches. Notify the Customer without undue delay after becoming aware of a confirmed breach of security leading to the unauthorized access to or disclosure of the personal information the Company processes, and provide the information reasonably available to the Company to help the Customer meet its obligations.

4.1 Authorized sub-processors. The Customer authorizes the Company to engage the following sub-processors to process personal information in connection with the Service:

4.2 New sub-processors. The Company will inform the Customer before engaging a new sub-processor and will give the Customer a reasonable opportunity to object on reasonable grounds. If the parties cannot resolve the objection, the Customer may terminate the Service for the affected processing.

4.3 Flow-down. The Company will impose data-protection obligations on each sub-processor that are substantially the same as those in this DPA, and remains responsible for its sub-processors' performance.

The Customer will:

1. ensure it has a lawful basis and all necessary rights and consents to provide the Lead Data to the Company and to have conversions reported to Google Ads;
2. give only lawful processing instructions; and
3. be responsible for its own relationship with its leads and clients, including responding in the first instance to those individuals' privacy requests, since the Customer controls the underlying data.

The Company retains hashed identifiers and click identifiers only while a conversion is being delivered or awaiting a definitive result from Google, and deletes them once the conversion is confirmed, rejected, or otherwise resolved. What remains is delivery history (lead identifier, status, and timestamps). On termination of the Service, the Company will delete the personal information it holds for the Customer within a commercially reasonable period, except where retention is required by law. Because contact details are never stored and hashed identifiers are cleared on resolution, there is ordinarily no personal information to return.

On the Customer's reasonable written request, no more than once per year and subject to reasonable confidentiality terms, the Company will make available information reasonably necessary to demonstrate its compliance with this DPA. The Company may satisfy this obligation by providing a summary of its security measures or relevant third-party certifications where available.

This DPA takes effect when the Customer accepts the Terms and remains in effect for as long as the Company processes personal information on the Customer's behalf. Provisions that by their nature should survive termination will survive.