Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between Bruckner Content Marketing LLC ("Company," "we," "us," or "our"), a Wisconsin limited liability company located at 89 Bryn Mawr Cir, Fond du Lac, WI 54935, and you ("Client," "you," or "your") regarding the use of our Website and the engagement of our professional services.

By accessing our Website, submitting an inquiry, executing a service agreement, or otherwise engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access our Website or engage our services. These Terms apply in addition to any separate written service agreement or statement of work executed between the parties.

2. Definitions

For purposes of these Terms, the following definitions apply:

• "Services" means all content marketing, copywriting, public relations, content strategy, content distribution, email marketing, and related professional services provided by the Company.
• "Deliverables" means all written content, strategies, plans, reports, press releases, and other materials produced by the Company in connection with the Services.
• "Confidential Information" means any non-public business, financial, technical, or strategic information disclosed by either party in connection with the Services.
• "Work Product" means all original content, strategies, and materials created by the Company specifically for the Client pursuant to a service agreement.
• "Retainer Agreement" means a written agreement for ongoing monthly services at a fixed monthly fee.
• "Project Agreement" means a written agreement for a defined scope of work at a fixed or estimated project fee.

3. Services Description

Bruckner Content Marketing LLC provides professional content marketing, public relations, and communications services to business clients. The specific scope of services, deliverables, timelines, and fees for each engagement are set forth in a written service agreement or statement of work executed by both parties prior to commencement of work.

We reserve the right to decline any engagement at our sole discretion. We do not guarantee specific results from our services, as outcomes depend on numerous factors outside our control, including market conditions, competition, search engine algorithm changes, and the Client's own business operations and responsiveness.

4. Client Obligations

The Client agrees to the following obligations in connection with any engagement:

• Provide accurate, complete, and timely information necessary for the performance of the Services, including brand guidelines, subject matter expertise, and factual information about the Client's business
• Review and provide feedback on Deliverables within the timeframes specified in the applicable service agreement
• Designate a primary point of contact authorized to make decisions and approve content on the Client's behalf
• Ensure that all information, materials, and intellectual property provided to the Company for use in the Services do not infringe upon the rights of any third party
• Make all required payments on time as specified in the applicable service agreement
• Notify the Company promptly of any changes to the Client's business, industry, or marketing requirements that may affect the Services

The Company shall not be liable for delays or failures in performance caused by the Client's failure to fulfill its obligations under this section.

5. Payment Terms

Payment terms for all engagements are set forth in the applicable service agreement. The following general terms apply unless otherwise specified in writing:

• Retainer Services: Monthly retainer fees are invoiced on the first day of each service month and are due within fifteen (15) days of the invoice date.
• Project Work: Project fees are invoiced as specified in the project agreement, typically with a 50% deposit due upon execution and the balance due upon completion.
• Late Payments: Invoices not paid within thirty (30) days of the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance.
• Suspension of Services: The Company reserves the right to suspend services for accounts that are more than thirty (30) days past due, without liability for any resulting delay or interruption.
• Collection Costs: The Client agrees to pay all reasonable costs of collection, including attorney's fees, for any unpaid amounts.

6. Intellectual Property Rights

Upon receipt of full payment for the applicable Deliverables, the Company assigns to the Client all rights, title, and interest in and to the Work Product created specifically for the Client under the applicable service agreement. This assignment does not include:

• Pre-existing materials, methodologies, processes, templates, or tools owned by the Company prior to the engagement
• General marketing and content strategy knowledge, frameworks, and best practices developed through the Company's professional experience
• Any third-party content, images, or materials incorporated into Deliverables with permission

The Company retains the right to reference the Client engagement in its portfolio, case studies, and marketing materials unless the Client requests confidentiality in writing prior to the commencement of the engagement.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for the purpose of performing its obligations under the applicable service agreement. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

This confidentiality obligation shall survive the termination of any service agreement for a period of three (3) years. The obligation of confidentiality does not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRUCKNER CONTENT MARKETING LLC, ITS MEMBERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full. In such jurisdictions, the Company's liability shall be limited to the greatest extent permitted by applicable law.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Bruckner Content Marketing LLC and its members, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to: (a) the Client's use of the Deliverables; (b) the Client's breach of these Terms or any service agreement; (c) any claim that materials provided by the Client infringe the intellectual property or other rights of any third party; or (d) the Client's negligence or willful misconduct.

10. Termination

Either party may terminate a Retainer Agreement with thirty (30) days written notice to the other party. Either party may terminate a service agreement immediately upon written notice if the other party materially breaches the agreement and fails to cure such breach within ten (10) business days of receiving written notice of the breach.

Upon termination: (a) the Client shall pay all fees for Services rendered through the effective date of termination; (b) the Company shall deliver all completed Deliverables to the Client; (c) each party shall return or destroy the other party's Confidential Information; and (d) provisions that by their nature should survive termination shall survive, including payment obligations, intellectual property rights, confidentiality, limitation of liability, and indemnification.

11. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or any service agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in Fond du Lac County, Wisconsin.

If mediation is unsuccessful, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration to be conducted in Fond du Lac County, Wisconsin. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

12. Governing Law

These Terms and all service agreements between the parties shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Fond du Lac County, Wisconsin, and each party consents to the personal jurisdiction of such courts.

13. Entire Agreement

These Terms, together with any applicable service agreement or statement of work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof. In the event of any conflict between these Terms and a written service agreement, the terms of the written service agreement shall control.

These Terms may be amended only by a written instrument signed by authorized representatives of both parties. The Company reserves the right to update these Terms for Website visitors at any time by posting the revised Terms on the Website. Your continued use of the Website following the posting of revised Terms constitutes your acceptance of the changes.

14. Contact Information

Questions regarding these Terms and Conditions should be directed to:

• Company: Bruckner Content Marketing LLC
• Address: 89 Bryn Mawr Cir, Fond du Lac, WI 54935
• Phone: (920) 923-5389
• Email: lukebruckner@brucconmar.com