1) Services

Ardent provides marketing, automation, and AI-related services which may include (as selected in your proposal/statement of work):

Voice AI (call answering, qualification, routing, booking assistance, message capture)

Chat AI / Conversational AI (website chat, lead capture, FAQs, routing)

AEO (Answer Engine Optimization) (AI visibility/answer readiness improvements)

Reputation Management (review generation systems, monitoring, response support)

Social Media Management (content planning, posting/scheduling support, guidance)

Intelligent Automation (workflows, pipelines, triggers, follow-up sequences)

Websites & Funnels (landing pages, forms, booking pages, conversion optimization)

Spanish Translation / Localization (Spanish pages, translated content, bilingual assets/scripts)

Exact deliverables, timelines, and fees are defined in your proposal, invoice, or statement of work (“SOW”). If there is a conflict, the SOW controls.

2) Client Responsibilities

You agree to:

Provide accurate business information, access, and timely approvals.

Ensure you have rights to use all content you provide (logos, images, text, customer lists, etc.).

Comply with all laws and platform policies related to your business (privacy, advertising, TCPA, CAN-SPAM, etc.).

Maintain accurate contact consent records for messaging/marketing where required by law.

3) Account Models and Ownership (GHL)

Ardent supports clients under one of two models:

A) Ardent-Hosted System (Agency Subaccount Model)

If you use a HighLevel (GHL) subaccount provisioned by Ardent under our agency account:

You receive access to use the system during your active subscription.

Client Data: You own your business data (contacts, lead info, customer details) provided by you or captured for your business.

System Configuration: Workflows, automations, templates, AI prompts, call flows, pipelines, and implementation frameworks remain Ardent intellectual property unless transferred via a paid handoff agreement.

Websites/funnels/automations inside the Ardent-hosted subaccount remain part of the licensed system while subscribed unless otherwise agreed.

B) Client-Owned System (Client-Owned HighLevel Model)

If Ardent works in your own HighLevel account:

You own your HighLevel account and assets created inside it.

Ardent retains ownership of its proprietary templates/frameworks and know-how, but the configured assets inside your account remain with you upon termination unless otherwise stated in writing.

4) Fees, Billing, and Payments

Fees may include setup, monthly management, usage-based costs (e.g., calls/SMS), and/or project fees.

Payments are due per your invoice terms. Late payments may result in service suspension.

Third-party platform fees (HighLevel subscription if client-owned, LC Phone usage, email inbox costs, domains, ad spend, etc.) are billed either directly to you or through Ardent as specified.

5) Usage-Based Services (Phone/SMS/Email)

If your services include calling, texting, or email:

LC Phone / telephony usage (minutes, numbers, messaging) may incur usage fees.

A2P 10DLC (SMS registration): You are responsible for compliance. If Ardent-hosted, Ardent will assist; if client-owned, you are responsible with Ardent support as agreed. Carrier registration and monthly fees may apply.

Deliverability: We do not guarantee message delivery; carriers and platforms may filter or block messages.

Consent: You represent you have appropriate consent to contact leads/customers by SMS/email where required by law.

6) Call Recording and Disclosures

If call recording/transcription is enabled:

You are responsible for complying with all applicable recording/consent laws and providing any required disclosures to callers.

Recording and transcription availability depends on provider settings and retention policies.

7) Content, Approvals, and Social Media

For social media services, you are responsible for timely approvals if your plan requires it.

If you request Ardent to post without approval, you accept responsibility for the content posted under your brand.

We do not guarantee specific engagement, follower growth, or sales outcomes.

8) AEO, SEO, and Marketing Performance Disclaimer

Ardent provides best-practice optimization and implementation; however:

Search engines, AI systems, and social platforms are third-party systems that change frequently.

We cannot guarantee rankings, “featured answers,” lead volume, revenue, or specific results.

Results depend on many factors including your market, competition, reviews, budget, sales follow-up, and platform changes.

9) AI Systems Limitations

Voice AI and Chat AI are probabilistic systems and may occasionally misunderstand requests. You agree that:

Ardent will implement reasonable guardrails and workflows, but you remain responsible for business decisions and outcomes.

AI should not be used for medical, legal, or other regulated advice without proper oversight.

You should review call/chat logs periodically and notify us of corrections needed.

10) Confidentiality

Both parties agree to keep non-public business information confidential and use it only to deliver services, unless required by law.

11) Privacy and Data

Client data will be stored and processed through third-party platforms (e.g., HighLevel, telephony carriers, email providers).

You consent to this processing for service delivery.

You are responsible for your own privacy policy and disclosures on your website and marketing channels.

Upon request (and where supported), Ardent can provide standard exports of contacts/opportunities.

12) Term, Plan Types, Renewal, and Cancellation

12.1 Plan Types

Ardent Innovations offers both:

Month-to-Month Plans (no long-term commitment), and

12-Month Term Plans (contract commitment).

Your selected plan type, start date, scope, and fees will be stated in your SOW/invoice.

12.2 Month-to-Month Term

Month-to-month services renew automatically each month until cancelled.

12.3 12-Month Term Plans

12-month plans begin on the effective date stated in the SOW and continue for twelve (12) months (“Initial Term”). Unless otherwise stated in writing, the plan may renew month-to-month after the Initial Term.

12.4 Cancellation Notice

Written notice must be sent to [email protected].

Month-to-month: Client may cancel with 30 days written notice.

12-month plan: Client may cancel to prevent renewal with 30 days written notice prior to the end of the Initial Term.

12.5 Payment Options for 12-Month Term Plans

For 12-month term plans, Client may choose one of the following billing options (as specified in the SOW/invoice):

Paid Up Front (Annual Prepay): The full 12-month fee is due at the start of the term.

Quarterly Billing: The 12-month fee is divided into four (4) equal quarterly installments, billed in advance at the start of each quarter.

12.6 Non-Refundable Fees (Annual/Quarterly)

Except as required by law or expressly stated in writing, annual prepay and quarterly installments are non-refundable once paid, because resources, provisioning, and capacity are allocated to deliver services during the term.

12.7 Early Termination (12-Month Term Plans)

12.7.1 Early Termination — Paid Up Front
If Client terminates a 12-month plan that was paid up front before the end of the term, no refunds will be issued for the unused portion of the term, unless otherwise agreed in writing.

12.7.2 Early Termination — Quarterly Billing
If Client terminates a 12-month plan on quarterly billing before the end of the term:

All amounts already paid are non-refundable, and

Client remains responsible for any unpaid installments due through the end of the 12-month term, unless otherwise agreed in writing.

12.8 Suspension for Non-Payment

If payments become overdue, Ardent may suspend services until the account is current. Suspension does not waive payment obligations.

12.9 Third-Party Fees

Third-party platform and usage fees (e.g., HighLevel, LC Phone usage, A2P fees, domains, email services, ad spend) are separate from Ardent service fees and may continue based on the third-party provider’s billing cycle and cancellation rules.

13) Offboarding, Data Export, and Handoff

13.1 Offboarding Timing

Offboarding begins after the effective termination date and once all outstanding invoices are paid.

13.2 Data Export (Upon Request)

Client may request a standard export of contacts and opportunities (CSV). Exports for conversation history, call recordings, and transcripts may be limited by platform/provider capabilities and retention rules.

13.3 Agency Subaccount vs Client-Owned Account

Agency Subaccount (Ardent-hosted): Client data remains Client’s; Ardent’s system configuration (workflows, templates, prompts, funnels/websites, automation logic) is licensed during the subscription and is not automatically transferred upon cancellation. Paid handoff/migration options are available.

Client-Owned HighLevel: Client retains the system within their account; Ardent will remove access upon termination.

13.4 Handoff/Migration Fees

Any transfer, rebuild, or migration work is a separate paid service and is subject to platform/provider limitations (especially phone numbers and carrier registrations).

14) Intellectual Property

Ardent retains ownership of its templates, frameworks, workflows, prompts, scripts, and implementation methodology unless explicitly transferred in writing.

Client retains ownership of materials they provide (logos, brand assets, proprietary content).

15) Warranties and Limitation of Liability

To the maximum extent permitted by law:

Services are provided “as is” without warranties of specific outcomes.

Ardent is not liable for indirect, incidental, special, consequential, or punitive damages.

Ardent’s total liability for any claim is limited to the fees paid to Ardent in the prior 30 days for the services giving rise to the claim.

16) Indemnification

You agree to indemnify and hold Ardent harmless from claims arising from:

Your business practices, content, offers, or legal compliance,

Your use of messaging lists without proper consent,

Your products/services and customer disputes,

Any materials you provide that infringe third-party rights.

17) Acceptable Use

You may not use Ardent-provided systems to:

Send spam, harassment, or unlawful messages,

Collect sensitive data unlawfully,

Engage in deceptive practices or policy violations,

Operate prohibited content or illegal services.

Ardent may suspend services for violations.

18) Dispute Resolution

Parties agree to attempt good-faith resolution first.

Any disputes will be handled in the governing jurisdiction below, unless otherwise agreed.

19) Governing Law

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law rules. Venue and jurisdiction for any dispute arising out of or relating to these Terms or the services provided shall be in the state and federal courts located in Hamilton County, Tennessee, unless otherwise required by law.

20) Changes to Terms

We may update these Terms periodically. Updated Terms will apply going forward from the effective date posted or communicated.