1. Scope of These Terms
Ardent Innovations provides business technology, digital marketing, artificial intelligence, automation, website, communications, and related services.
Services may include, depending on the engagement:
- Voice AI and conversational AI
- Answer Engine Optimization and search visibility services
- Reputation management
- Social media management
- Intelligent automation
- Websites, funnels, forms, and booking systems
- CRM configuration and management
- SMS, email, and telephony integrations
- Spanish translation and localization
- Consulting, implementation, maintenance, and related business technology services
The exact services, deliverables, fees, schedules, responsibilities, and other engagement-specific terms may be described in a proposal, statement of work, invoice, order form, addendum, service agreement, or other written agreement.
2. Order of Precedence
If you enter into a separate written agreement with Ardent Innovations, including a proposal, statement of work, service agreement, addendum, or other signed document, that agreement will control over these Terms to the extent of any direct conflict.
These Terms supplement, rather than replace, engagement-specific agreements unless expressly stated otherwise.
3. Client Responsibilities
When receiving services from Ardent Innovations, you agree to provide accurate and complete information reasonably necessary for us to perform the work.
You are responsible for:
- Providing required account access, business information, content, credentials, approvals, and feedback in a timely manner.
- Ensuring that information and instructions you provide are accurate.
- Maintaining appropriate rights or permissions for logos, photographs, videos, text, customer lists, trademarks, intellectual property, and other materials supplied to Ardent.
- Reviewing and approving materials when approval is part of the agreed workflow.
- Complying with laws, regulations, industry requirements, and third-party platform policies applicable to your business.
- Obtaining and maintaining legally required consent for marketing, calling, texting, email communications, data collection, tracking, recording, and similar activities.
Delays in providing information, access, approvals, or other required materials may affect project schedules or service performance.
4. Accounts, Platforms, and System Ownership
Ardent Innovations may provide services through third-party platforms, including CRM, automation, telecommunications, email, hosting, website, advertising, analytics, AI, and other technology providers.
Ardent-Hosted Systems
When a system or account is provided through an Ardent-controlled agency account or platform environment, you receive access to use the applicable system during the active service period.
Your business data remains your data.
Unless otherwise agreed in writing, Ardent retains ownership of its proprietary workflows, automation logic, templates, prompts, scripts, pipelines, processes, frameworks, implementation methods, and other system configurations.
Websites, funnels, automations, workflows, and related configurations contained within an Ardent-hosted environment may remain part of the licensed service and are not automatically transferred upon cancellation.
Client-Owned Systems
When Ardent performs work within an account owned directly by the client, the client retains ownership and control of that account.
Ardent retains ownership of its underlying proprietary methodologies, frameworks, templates, processes, know-how, and other intellectual property unless expressly transferred in writing.
5. Fees, Billing, and Payment
Fees may include implementation fees, project fees, recurring service fees, consulting fees, platform charges, usage charges, maintenance fees, or other amounts specified in the applicable agreement or invoice.
Payment terms are governed by the applicable proposal, statement of work, invoice, service agreement, or other written arrangement.
Past-due accounts may be subject to suspension or interruption of services until the account is brought current. Suspension of services does not eliminate outstanding payment obligations.
Third-party expenses may be billed directly by the third-party provider or through Ardent Innovations, depending on the service arrangement. Examples may include:
- Software subscriptions
- Hosting and domains
- Telephone numbers, voice or call usage, and SMS or messaging usage
- Email services and A2P registration charges
- Advertising expenditures
- Third-party applications or integrations
Third-party charges are subject to the applicable provider's pricing, billing practices, and terms.
6. Communications, SMS, and Email
If you voluntarily provide your telephone number or email address and consent to receive communications from Ardent Innovations, we may communicate with you in accordance with the consent you provided.
Communications may include service-related messages, appointment reminders, requested information, account notifications, follow-up communications, or marketing messages when you have separately provided the appropriate marketing consent.
Consent to receive marketing text messages is not a condition of purchasing services unless otherwise permitted by applicable law.
SMS Messaging
Our SMS program may include appointment-related messages, requested information, service communications, account notifications, follow-up messages, and marketing communications where separate marketing consent has been provided.
SMS participation is intended for individuals 18 years of age or older.
Message frequency may vary. Message and data rates may apply depending on your wireless plan.
You may opt out of SMS communications at any time by replying STOP to an applicable message. You may receive a confirmation of your opt-out. To receive SMS communications again after opting out, you may need to provide consent again through an appropriate opt-in process.
For assistance with SMS messaging, reply HELP or contact Ardent Innovations at [email protected] or (423) 777-6503.
Wireless carriers are not responsible for delayed or undelivered messages. Ardent Innovations cannot guarantee message delivery or delivery timing.
Marketing consent and non-promotional communications consent may be requested separately where appropriate.
Our handling of personal information and SMS opt-in data is described in our Privacy Policy.
7. Messaging Compliance
Clients using SMS, email, telephone, Voice AI, automated follow-up, or similar communications systems are responsible for ensuring that their communications and contact data comply with applicable laws and regulations.
This may include requirements associated with consent, opt-out requests, calling restrictions, advertising, privacy, recordkeeping, and applicable telecommunications regulations.
Where A2P 10DLC registration or similar carrier registration is required, Ardent may assist as part of the agreed scope of work. Approval, registration, delivery, throughput, filtering, and carrier decisions remain subject to third-party providers and telecommunications carriers.
Ardent Innovations does not guarantee carrier approval or message delivery.
8. Call Recording, Transcription, and AI Communications
Certain services may include call recording, transcription, Voice AI, conversational AI, or automated communications.
Clients are responsible for determining and complying with applicable laws governing recording, monitoring, disclosure, consent, and retention.
Where required, clients must provide appropriate notices or disclosures to callers, customers, employees, or other participants.
Recording and transcription availability may depend on third-party platform functionality, settings, storage limitations, or retention policies.
9. Artificial Intelligence Services
Artificial intelligence systems are probabilistic technologies and may occasionally misunderstand, misinterpret, omit, or generate incorrect information.
Ardent Innovations may implement reasonable workflows, instructions, prompts, safeguards, and escalation processes designed to improve system performance. However, no AI system can be guaranteed to respond perfectly in every situation.
Clients remain responsible for business decisions, policies, pricing, commitments, regulated activities, and other material actions taken on behalf of their organization.
AI systems provided or configured by Ardent should not be relied upon as a substitute for qualified legal, medical, financial, or other regulated professional advice.
Clients should periodically review AI interactions and notify Ardent of material corrections or adjustments that may be needed.
11. Content and Client Approvals
When services involve content, websites, social media, advertisements, campaigns, communications, or other client-facing materials, the approval process may be defined in the applicable service agreement.
If a client directs Ardent Innovations to publish or distribute material without prior individual approval, the client accepts responsibility for content published under that authorized process.
Clients are responsible for notifying Ardent promptly if published information becomes inaccurate or requires correction.
12. Privacy and Data
Our collection and handling of personal information through the Ardent Innovations website is governed by our Privacy Policy.
Client systems may process information through third-party platforms, including CRM systems, telecommunications providers, hosting platforms, email providers, AI providers, analytics platforms, and other technology vendors necessary to provide the requested services.
Clients remain responsible for maintaining appropriate privacy notices, disclosures, consent mechanisms, and internal data practices for their own businesses.
SMS opt-in information and consent are handled in accordance with our Privacy Policy and applicable messaging requirements.
13. Confidentiality
Ardent Innovations and its clients may exchange confidential or non-public business information during an engagement.
Each party agrees to use reasonable care to protect confidential information received from the other and to use that information only for legitimate purposes associated with the engagement, except where disclosure is authorized or required by law.
Confidential information does not include information that is publicly available through no breach of an obligation, independently developed without use of confidential information, or lawfully obtained from another source without confidentiality restrictions.
14. Service Terms, Renewal, and Cancellation
Ardent Innovations may offer month-to-month services, fixed-term services, project-based engagements, or other arrangements.
The applicable proposal, statement of work, invoice, or service agreement will identify the specific service term and payment arrangement.
Month-to-Month Services
Unless otherwise stated in writing, recurring month-to-month services continue until cancelled in accordance with the applicable agreement. Where a 30-day cancellation notice applies, cancellation must be provided in writing.
Fixed-Term Services
Fixed-term plans, including 12-month arrangements, remain in effect for the agreed term unless otherwise stated in the applicable agreement.
Annual, quarterly, or other advance payments may be non-refundable where stated in the applicable agreement and to the extent permitted by law. Early termination obligations, if any, are governed by the applicable agreement.
15. Suspension or Termination
Ardent Innovations may suspend or terminate access to services when reasonably necessary because of:
- Non-payment
- Unlawful activity
- Spam or prohibited messaging
- Abuse of systems
- Security concerns
- Material violation of these Terms
- Violation of applicable third-party platform policies
- Conduct that exposes Ardent or its providers to unreasonable legal, operational, security, or reputational risk
Where practical and appropriate, Ardent may provide notice and an opportunity to correct the issue.
16. Offboarding, Data Export, and Migration
Offboarding requirements depend on whether services are provided through an Ardent-hosted system or a client-owned account.
Where supported by the applicable platform and requested by the client, standard exports of client-owned data such as contacts or opportunities may be provided.
Conversation histories, recordings, transcripts, automation configurations, telephone numbers, carrier registrations, and other platform-specific assets may be subject to technical limitations, third-party policies, or retention restrictions.
Transfer, migration, reconstruction, or handoff of systems is not automatically included unless specified in the applicable agreement. Additional migration or handoff work may be billed separately.
Outstanding invoices may be required to be paid before offboarding or transfer services are completed.
17. Intellectual Property
Clients retain ownership of their pre-existing business materials, trademarks, logos, photographs, proprietary content, and other materials supplied to Ardent.
Ardent Innovations retains ownership of its pre-existing and independently developed intellectual property, including methodologies, frameworks, processes, templates, scripts, prompts, automation strategies, workflow designs, implementation methods, documentation systems, and know-how.
A client receives only those ownership or usage rights specifically granted by the applicable written agreement.
Nothing in these Terms transfers intellectual property rights except where expressly stated in writing.
18. Third-Party Services
Ardent Innovations relies on third-party technology and service providers.
We are not responsible for outages, interruptions, security incidents, price changes, policy changes, discontinued features, account restrictions, algorithm changes, delivery failures, or other acts or omissions of third-party providers that are outside our reasonable control.
Use of third-party services may also be subject to the provider's own terms, privacy policies, acceptable-use rules, and other requirements.
19. Acceptable Use
You may not use Ardent-provided systems or services to:
- Send unlawful spam or unsolicited communications.
- Harass, threaten, defraud, deceive, or impersonate others.
- Violate privacy, intellectual property, telecommunications, advertising, or consumer-protection laws.
- Collect, process, or disclose information unlawfully.
- Distribute malware or malicious code.
- Interfere with the security or operation of systems.
- Conduct illegal activities.
- Violate applicable platform or carrier policies.
Ardent may restrict or suspend services when necessary to address suspected violations.
20. Disclaimer of Warranties
To the maximum extent permitted by applicable law, Ardent Innovations services are provided on an “as available” and “as is” basis.
We do not warrant that every system, platform, integration, AI interaction, communication, website, automation, search result, or third-party service will operate without interruption or error.
Except where expressly agreed in writing, Ardent Innovations does not make guarantees regarding specific business, financial, marketing, technical, search, AI, or operational outcomes.
21. Limitation of Liability
To the maximum extent permitted by applicable law, Ardent Innovations will not be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, including lost profits, lost revenue, lost business opportunities, or loss of data arising from or related to the use of our services.
Unless a separate written agreement expressly provides otherwise, Ardent Innovations' aggregate liability for a claim arising from a particular service will not exceed the amount paid to Ardent Innovations for the service giving rise to the claim during the thirty days immediately preceding the event giving rise to the claim.
Nothing in these Terms limits liability where such limitation is prohibited by applicable law.
22. Indemnification
To the extent permitted by law, you agree to indemnify and hold Ardent Innovations harmless from third-party claims, damages, liabilities, costs, or expenses arising from:
- Your products, services, business practices, or customer relationships.
- Content, information, instructions, or materials you provide.
- Communications made without legally required consent.
- Your violation of applicable law or third-party platform requirements.
- Your infringement of another party's intellectual property or other rights.
- Your misuse of systems or services provided by Ardent Innovations.
23. Dispute Resolution
Before initiating formal legal proceedings, the parties agree to make a reasonable good-faith effort to resolve disputes through direct communication.
Nothing in this provision prevents either party from seeking immediate legal or equitable relief when necessary to protect confidential information, intellectual property, systems, data, or other rights.
24. Governing Law and Venue
These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.
Unless otherwise required by applicable law or expressly agreed in writing, any legal action arising from or relating to these Terms or services provided by Ardent Innovations will be brought in the appropriate state or federal courts located in Hamilton County, Tennessee.
25. Changes to These Terms
Ardent Innovations may update these Terms periodically to reflect changes in our services, technology, legal requirements, or business practices.
The revised version will be posted with an updated effective or revision date.
Changes apply prospectively unless applicable law or a separate written agreement requires otherwise.
26. Severability and Waiver
If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.
A failure by Ardent Innovations to enforce a provision of these Terms on one occasion does not constitute a waiver of that provision or any other right.
