Terms of Service

Effective Date: [June 9th, 2025]
Legal Entity: Vinesync (“Vinesync,” “we,” “us,” or “our”).
Owners: Zane Hess and Cade Hess.
Contact: [email protected]
Business/Mailing Address: 5166 Brockbank Pl, San Diego, CA 92115

Notice: These Terms are a binding agreement between Vinesync and the person or entity that accesses our website, signs an order form/statement of work (“Order” or “SOW”), or uses our services (“Customer,” “you,” “your”). This document is business-oriented and not legal advice; consider counsel review.

1) Services

Vinesync provides growth and operations support for home-service and related businesses, including: digital advertising (e.g., Meta/Google), AI-assisted lead generation, appointment setting, inbound/outbound calling/SMS (where lawful), funnel/landing-page builds, CRM configuration, analytics, and related consulting (the “Services”). We may use third-party platforms (ad networks, CRMs, telephony/messaging providers, analytics, payment processors).

2) Eligibility & Accounts

You confirm you are 18+ and authorized to bind the Customer. You’re responsible for account users, credentials, and promptly notifying us of unauthorized access.

3) Orders, Term & Renewal

Services are purchased via an Order/SOW that specifies scope, term, fees, timelines, and any performance commitments. Unless the Order says otherwise, subscriptions auto-renew month-to-month at the then-current rate until canceled under §17.

4) Fees, Billing, Taxes & Refunds

Pricing & Payment: Fees are as listed in your Order. We accept PIF (pay-in-full) or monthly retainer (if offered in your Order).

Spends & Surcharges: Media/ad spend, carrier/TCR/messaging surcharges, and third-party platform fees are separate unless your Order explicitly includes them.

Billing Authorization: You authorize us and our processors to charge your method on the schedule in your Order.

Late Fees: Overdue balances may accrue 1.5% per month (or the max lawful) and may trigger suspension.

Chargebacks: You agree not to initiate chargebacks without first giving us a reasonable opportunity to resolve issues; wrongful chargebacks may require reimbursement of processor penalties.

Taxes: Fees exclude taxes; you are responsible for applicable taxes (other than our income taxes).

Performance Refund (5 Jobs / 90 Days): Unless your Order specifies a different performance condition, if fewer than five (5) Qualified Jobs are achieved within ninety (90) days from the campaign “go-live” date, we will refund the Service fee for that period.

Qualified Job: A completed, paying customer project attributable to campaign leads/appointments and meeting the job criteria defined in your Order (e.g., qualifying service categories, geography, any revenue/minimum-scope thresholds).

Prerequisites: You must (i) maintain the agreed media budget, (ii) respond to leads within agreed SLAs, (iii) keep calendars open/accurate, (iv) follow the intake and follow-up process we provide, and (v) provide outcome data reasonably requested to verify results.

Exclusions: Ad spend, carrier fees, third-party costs, and your internal costs are not refundable. If your Order states a different guarantee or none, the Order controls.

5) Outreach Channels & Compliance (Critical)

5.1 Vinesync's own prospecting (B2B cold SMS).
We may use cold SMS solely to contact businesses as prospects for Vinesync. We will comply with applicable laws and industry rules, including the TCPA, TSR, CTIA/MMA guidelines, applicable state “quiet hours” and do-not-contact rules, and carrier/TCR requirements. We will maintain suppression lists and honor STOP/UNSUBSCRIBE keywords.

5.2 Client campaigns (no consumer cold SMS).
Unless expressly agreed in a signed Order addendum, Client campaigns will not use cold SMS to target the Client’s end customers. Client acquisition will be driven primarily via Meta/Google ads and related channels. If a Client later requests messaging, it must be consent-based and documented; deliverability is carrier- and content-dependent and not guaranteed.

5.3 General calling/messaging rules (when applicable).
You represent, warrant, and covenant that for any lists or content you supply or direct us to use:

You have all required consents (or the use is otherwise lawful, e.g., permitted B2B contexts).

You will promptly honor STOP/UNSUBSCRIBE/END/QUIT/CANCEL and provide HELP info where required.

You will not transmit illegal, deceptive, or prohibited content/categories.

You will abide by applicable quiet hours, do-not-call rules, identification/opt-out requirements, brand/campaign registration rules (A2P/10DLC, TCR), and carrier content policies.

If calls/chats are recorded, you’ll ensure required disclosures/consents.
Indemnity: You will defend and indemnify us from claims/fines arising from your lists, scripts, content, or lack of consent (see §15).

5.4 Registration & deliverability.
We may register brands/campaigns with carriers/TCR. Approval, throughput, and deliverability are not guaranteed and depend on carrier rules and your content/list compliance. You are responsible for any registration and carrier/TCR fees.

6) Acceptable Use

No unlawful, deceptive, harassing, or abusive use; no infringement; no spam; no security interference; no bypassing limits, fees, or access controls; no activity that harms platform integrity or reputation.

7) Customer Content, Data & Privacy

“Customer Content” includes your lists, creatives, scripts, marks, testimonials, configurations, and data provided or produced on your behalf. You grant us a limited, non-exclusive, worldwide, royalty-free license to use Customer Content solely to deliver the Services and to identify you as a customer (you may opt out via email).

Personal Data: Our handling of personal data is governed by our Privacy Policy (incorporated by reference). A Data Processing Addendum (DPA) or CCPA service provider addendum is available upon request.

Retention: We may delete your data 30 days after termination unless law requires retention.

8) Deliverables, IP & Licenses

Your Materials (Customer Content) remain yours.

Our Tools/Know-How (software, automations, templates, models) remain ours.

Campaign Assets (ads, copy, landing pages) we create for you are licensed for your internal business use while your account is active and paid. Upon full payment of all fees then due, we grant you a perpetual, non-exclusive license to those specific assets, excluding our underlying tools or third-party components.

9) Third-Party Platforms

Third-party products/services (ad networks, CRMs, telephony, analytics) are governed by their own terms. We are not responsible for their availability, actions, data practices, or pricing.

10) Performance & Results

Marketing outcomes depend on budget, offer, market, competition, seasonality, and your operations. Except for the §4 refund commitment (if applicable to your Order), no specific results are guaranteed unless expressly stated in your Order.

11) Lead/Appointment Handling (if applicable)

Lead definitions, delivery, and qualification criteria appear in your Order. We are not responsible for no-shows or your team’s scheduling capacity. Disputes about lead/appointment quality must be raised within 7 days of delivery with reasonable supporting detail.

12) Confidentiality

Each party will use the other’s Confidential Information only for performing/receiving the Services and protect it with reasonable care, subject to the usual exclusions (public, independently developed, lawfully obtained) and required legal disclosures with notice where lawful.

13) Beta & AI Features

Experimental/AI features may generate probabilistic outputs; you agree to review before use. Provided AS IS and may change or end at any time.

14) Warranties & Disclaimers

Each party warrants it has authority to enter these Terms.
EXCEPT AS EXPRESSLY STATED, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES (EXPRESS/IMPLIED), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15) Indemnification

You will defend, indemnify, and hold harmless Vinesync (including Zane Hess and Cade Hess) from third-party claims, fines, penalties, damages, and costs (including attorneys’ fees) arising out of: (a) Customer Content; (b) your lists, scripts, or communications; (c) your violation of laws or these Terms; or (d) your use of third-party platforms.
We will indemnify you for third-party claims that our proprietary software/tools, when used as permitted, directly infringe a U.S. IP right, excluding claims caused by your materials, combinations we didn’t supply, or third-party products.

16) Liability Limits

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) neither party is liable for indirect, incidental, consequential, special, punitive, or lost-profit damages; and (b) each party’s aggregate liability is capped at the fees you paid in the 3 months before the event giving rise to liability. These limits don’t apply to your payment obligations or your §15 indemnity.

17) Suspension & Termination

We may suspend for non-payment, security risk, unlawful activity, or material breach. Either party may terminate for uncured material breach after 10 days’ written notice. Upon termination, you must pay all amounts due; we may delete your data after 30 days.

18) Changes

We may update the Services or these Terms. Material changes will be posted with a new Effective Date (and emailed to account holders where feasible). Continued use after the Effective Date constitutes acceptance.

19) DMCA & IP Complaints

Send copyright complaints to [email protected] with: (i) your contact; (ii) identification of the copyrighted work and allegedly infringing material; (iii) a good-faith statement; (iv) a statement under penalty of perjury; and (v) your physical/e-signature. We may remove content and terminate repeat infringers.

20) Publicity

Unless you opt out via email, we may identify you as a customer and use non-confidential, high-level results in our marketing.

21) Non-Solicitation

During the term and for 12 months after, you agree not to directly solicit for employment any Vinesync personnel with whom you had material contact (general public job postings are fine).

22) Export, Anti-Corruption & Sanctions

You will comply with applicable export controls/sanctions and anti-bribery laws, and not use the Services in restricted jurisdictions or by restricted parties.

23) Independent Contractors

We are independent contractors; no partnership, franchise, or agency is created.

24) Governing Law; Dispute Resolution

California law governs (without regard to conflicts rules).
Arbitration & Class Waiver: Any dispute arising out of these Terms or the Services will be resolved by binding arbitration before a single arbitrator under JAMS rules in San Diego County, California. No jury trial or class actions. Either party may seek injunctive relief in court for IP/confidentiality; small-claims matters may proceed there.

25) Assignment; Entire Agreement; Waiver; Severability; Order of Precedence

You may not assign without our written consent (not unreasonably withheld). We may assign to an affiliate or in a merger/sale. These Terms + your Order + referenced policies (Privacy Policy, Acceptable Use) are the entire agreement and supersede prior discussions. If there is a conflict, the Order controls, then these Terms, then policies. Failure to enforce isn’t a waiver. If a provision is unenforceable, the rest remains in effect.