Terms and Conditions

Effective date: November 5, 2019

As a Client of Symbicore, the parties agree to the following:

1. BACKGROUND.  Symbicore provides marketing related services. The Client is hiring Symbicore to provide strategy, planning, design, branding and marketing services.
2. PURPOSE.  The purpose of this Agreement is to set forth certain understandings of the parties in relation to the terms and conditions of this relationship.
3. UNDERSTANDINGS.  The parties set forth their understandings under this Agreement as follows:
   1. Symbicore may provide, but is not limited to, the following:
      1. Strategy: market research, planning, and messaging;
      2. Digital: social media, web, search engine optimization, advertising, mobile;
      3. Traditional: brand identity, point-of-sale, packaging, and print;
      4. Outreach: public relations, trade show supports, pop-up supports;
      5. Platforms: eCommerce, content management systems;
   2. The term of the agreement will be for a minimum term of three (3) months and will automatically renew month-to-month thereafter. The agreement may only be terminated by Symbicore or Client at the end of the initial term or any renewal term upon thirty (30) days prior written notice.
   3. Costs and expenses are the responsibility of the Client including, but not limited to:
      1. photography,
      2. videography,
      3. ad spend,
      4. fonts, or
      5. 3rd party tools that may be required (marketing automation license, for example).
      6. Client agrees to pay all costs and expenses in advance.
      7. The Client specifically understands that Symbicore will not advance any costs and expenses.
   4. Any travel expenses will be pre-approved by the Client and paid for directly by the Client in advance, with pre-paid travel expenses to include air (business class) and hotel accommodations, as reviewed on TripAdvisor as 4-star or better. Meals will be invoiced at cost, less gratuity, upon conclusion of approved travel, and paid within 15 days of invoice.
   5. Charges not paid within 15 days are considered delinquent and will bear interest at the rate of two (2%) per month, or the maximum rate allowed by law, whichever is less. In the event Symbicore must take legal action to collect Client’s account, Client expressly agrees to pay all collection costs, including reasonable Attorney fees.
4. INTELLECTUAL PROPERTY. The Company agrees that all products and results, including, but not limited to, images, video, websites, and consumer data, developed by the Company in connection with this MOU belong to and shall be the sole and exclusive property of the Client. Furthermore, the Company agrees to surrender to the Client the following items on termination of the agreement or upon request by the client:
   1. A full list of keywords used in connection with advertisements or Search Engine Optimization
   2. All advertising copy and creative
   3. Details of all traffic through Google Analytics or any similar platform
   4. Access to all usernames and passwords associated with any public-facing account created for or on behalf of the Client.
5. TRADEMARK OWNERSHIP: The Client shall retain exclusive ownership of all trademarks, and Symbicore’s use of trademarks shall be for the sole purpose of performing its responsibility under this Agreement.
6. COMPANY’S USE OF CLIENT MATERIAL: The Client will provide the Company a limited, revocable, non-transferable, royalty-free license to use and display content produced by the Company under this Agreement, including use and display of the Client’s trademarks and logos, for use in the Company’s marketing activities.
7. APPROVAL REQUIRED FOR CONTRACTS: The Company acknowledges that it does not have the right to bind the Client. Furthermore, the Company will seek prior written approval by the Client before entering into any agreement or contract which could cause a liability owed by the Client.
8. APPROVAL REQUIRED FOR ADVERTISING: Unless this clause is waived by way of future agreement, the Company will not promote any advertisement without approval from the client.
9. USE OF SOCIAL BOTS RESTRICTED: The Company will define to the client how they intend to use social bots. Furthermore, the Company will not knowingly make use of social bots for the following functions:
   1. Artificially engaging with the Client’s advertisements in order to deceptively increase “shares”, “likes”, “upvotes”, or any other function which would artificially increase the Client’s social exposure
   2. Engaging with advertisements of the Client’s competitors in order to increase the competitor’s advertising budget or decrease their exposure
10. COPYRIGHT: The Company agrees that it will not infringe upon the copyright of any third-party.
11. FALSE OR MISLEADING STATEMENTS: The Company agrees that it will not make use of any false or misleading statements in their advertisements whether by statement, act, omission or implication.
12. INDEMNITY: The Client agrees to indemnify and keep indemnified Symbicore against any and all losses.
13. INSURANCE: The Company agrees to maintain in effect insurance coverage with reputable insurance companies covering such risks as are appropriate in the Company’s industry. Such insurance shall at a minimum include commercial general liability and errors and omissions insurance. The Company shall, promptly at any time upon request, provide a certificate of insurance evidencing the insurance coverage maintained by the Company in accordance with this Clause. The Company shall provide that the insurance shall not be canceled or materially changed to the prejudice of the Client without at least 30 days’ prior written notice given by the insurer to the Client.
14. CONFIDENTIALITY: The Company undertakes that it will not expose any confidential information except with the prior written consent of the Client or if directed to do so by a competent Court. This clause shall apply indefinitely notwithstanding the termination of this Agreement.
15. TERMINATION: Either party may terminate this agreement with 30-days written notice. Upon termination of this Agreement, Symbicore shall deliver up all documents, papers, plans, materials and other property of or relating to the affairs of the Client that may then be in their possession or under their control. 
16. CHANGE TO TERMS and CONDITIONS: Symbicore reserves the right to update and change these Terms and Conditions at any time, without notice.