Terms of Service

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you ("Client") and SynCulture LLC ("SynCulture," "we," "us"). We reserve the right to modify these Terms at any time. Continued use constitutes acceptance of changes.

2. Description of Services

SynCulture provides retail architecture, strategic consulting, and brokerage services for CPG brands in club retail channels including Costco, Sam's Club, and BJ's Wholesale. Services include strategic planning, program architecture, buyer introductions, merchandising strategy, and ongoing account management.

No Guarantee of Results: We do not guarantee retailer acceptance, placement, sales volume, or any specific outcomes. Retailer decisions are made at their sole discretion.

3. Client Portal Access

You are responsible for maintaining account confidentiality, all activities under your account, and ensuring information accuracy. We may suspend access for Terms violations or non-payment.

4. Fees and Payment

Invoices are due within 15 days. Late payments incur 1.5% monthly interest. All fees are non-refundable unless specified in writing. Services may be suspended for accounts 30+ days past due.

5. Confidentiality

Both parties agree to maintain strict confidentiality of proprietary information including business strategies, pricing, buyer relationships, trade secrets, and any information reasonably understood to be confidential. Confidentiality obligations survive termination for five (5) years, or indefinitely for trade secrets.

6. Intellectual Property Rights

6.1 SynCulture Intellectual Property

All content, methodologies, frameworks, templates, tools, and materials on our website and in our services ("SynCulture IP") are the exclusive property of SynCulture LLC. This includes:

• Proprietary retail readiness assessment frameworks and methodologies
• Program architecture templates, pricing models, and calculators
• Pitch decks, presentation templates, and sales materials
• Training materials, guides, playbooks, and educational content
• Website design, logos, graphics, and branding elements
• Client portal software and technology
• All proprietary data, insights, and analysis

You receive a limited, non-exclusive, non-transferable license to use SynCulture IP solely for your engagement. You may not copy, modify, distribute, sell, sublicense, or create derivative works without express written consent.

6.2 Client Intellectual Property

You retain ownership of your brand assets, trademarks, formulations, and proprietary information. You grant SynCulture a limited license to use Client IP for performing services.

6.3 Work Product

Deliverables created under your service agreement are owned as specified in that agreement. SynCulture retains rights to general knowledge, methodologies, and frameworks not specific to your business.

7. Copyright Notice

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: SynCulture shall not be liable for indirect, incidental, special, consequential, or punitive damages. Our total liability shall not exceed fees paid in the twelve (12) months preceding any claim. We do not guarantee specific outcomes including retailer acceptance or sales performance.

9. Indemnification

You agree to indemnify and hold harmless SynCulture from claims arising from: your use of Services; Terms violations; third-party rights violations; product liability or regulatory compliance issues; or misrepresentations made by you.

10. Termination

Either party may terminate with 30 days written notice, or immediately for material breach uncured after 15 days notice. Upon termination: all fees become due; portal access is revoked; Confidential Information must be returned or destroyed. Sections on Confidentiality, IP, Liability, and Indemnification survive termination.

11. Dispute Resolution

Disputes shall first be resolved informally, then through mediation, then binding arbitration or litigation in Los Angeles County, California courts at SynCulture's election.

12. Governing Law

These Terms are governed by California law. You submit to exclusive jurisdiction of state and federal courts in Los Angeles County, California.

13. General Provisions

Entire Agreement: These Terms and your service agreement constitute the entire agreement. Severability: Invalid provisions do not affect remaining Terms. Assignment: You may not assign without written consent. Force Majeure: Neither party liable for delays beyond reasonable control.

14. Contact

SynCulture LLC
Email: legal@synculture.com
Phone: (800) 555-1234