Terms and Conditions

General Terms. Ardent agrees to provide the services (“Services”) set forth on this proposal (“Proposal”) and customer (“Customer”) agrees to pay for such Services as indicated in the Proposal and as provided below.

Applicable Terms & Conditions. By agreeing to the provision of the Services described in this Proposal, Customer agrees to be bound by these terms and conditions (“Terms and Conditions”). The Proposal and these Terms and Conditions are referred to herein collectively as this “Agreement”. Ardent neither accepts nor agrees to Customer’s terms and conditions appearing on any form document, purchase order or request for or acknowledgment of services which may be exchanged by the parties in furtherance of, or in the course of, the purchase, sale or provision of Services. In the event of any dispute or conflict between provisions, this Agreement shall govern.

Invoices. Ardent will invoice Customer as provided in the Proposal. Amounts which remain unpaid after the due date will be charged a late fee equal to the lesser of 1.5% per month or the maximum amount allowed by law.

Acceptance and Correction of Services. Customer shall be deemed to have accepted the Services at the time the Services are rendered unless objection is made within three (3) days. Upon an objection, Ardent will use reasonable efforts to correct any errors or deficiencies or other nonconforming aspects of the Services (“Deficiencies”). Customer may not delay payment on account of such Deficiencies.

Force Majeure. Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by force majeure, which means acts of God, strikes, acts of terrorism, labor restrictions by any governmental authority, civil riot, floods, hurricanes, tornadoes, or other natural disaster, and any other cause not within the control of either party. A party who is delayed or fails to perform as a result of such an event (“Affected Party”) will use its best efforts to mitigate and minimize any delay in the performance of the affected obligation.

Title Transfer; Risk of Loss. Ardent shall bear all risk of loss until the completion of the Services. Thereafter, title and risk of loss shall transfer to Customer, unless otherwise provided in the Proposal.

Term and Termination of Agreement. This Agreement will commence on the date of this Agreement and will remain in full force and effect until the completion of Services, or the date otherwise contained in the Proposal (the “Term”). Ardent may terminate this Agreement with or without cause with at least thirty (30) days notice. Customer may terminate this Agreement with thirty (30) days notice if Ardent has committed a material breach of this Agreement and after providing written notice of such breach to Ardent, Ardent has failed to correct such breach within thirty (30) days of such notice. Further, should either party (i) become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the party’s reorganization, receivership, dissolution, or liquidation; (iii) make an assignment for the benefit of creditors; or (iv) discontinue business or adopt a resolution calling for same, the other party may immediately terminate this Agreement for cause upon written notice. Upon termination of this Agreement by either party, Customer shall pay all amounts still owed to Ardent and Ardent shall immediately discontinue service. In the event Customer fails to pay an invoiced amount within thirty (30) days of the invoice date, then Ardent may terminate this Agreement, suspend Services, and/or disable, turn off or otherwise restrict public access to any website or other internet based products subject to this Agreement without any liability to Customer. Upon receipt of payment in full of past due amounts, Ardent shall promptly restore access to the disabled website or other internet based products subject to this Agreement. The foregoing rights are not exclusive and Ardent reserves all other rights under this Agreement and at law or in equity.

Warranty. Ardent warrants that all Services provided pursuant to this Agreement have been performed in a good and workmanlike manner, in accordance with standards of practice, customs and care as are customarily observed by similar providers under similar circumstances. Except has provided herein, there are no other warranties made, express or implied, and no warranty of merchantability or fitness for a particular purpose is made by Ardent with respect to the materials used or the Services provided. Customer’s sole remedy in the event of a breach of this paragraph is to request Ardent to correct any deficiency in the performance of the Services rendered hereunder.

Intellectual Property Rights. Customer agrees that any source code, object code, other software and any intellectual property developed by Ardent, other than adaptations of intellectual property already owned by Customer, shall remain the sole and exclusive property of Ardent; provided, however, such Ardent intellectual property shall be licensed to Customer on a non-exclusive basis if necessary for the provision of Services contemplated hereunder.

Limitation on Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT IN THE CASE OF ARDENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE MAXIMUM LIABILITY OF ARDENT UNDER THIS AGREEMENT FOR BREACH OF THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL COMPENSATION RECEIVED BY ARDENT HEREUNDER AND UNDER NO CIRCUMSTANCES SHALL ARDENT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING LOST PROFITS.

Intellectual Property. CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT IT OWNS ALL MATERIAL AND CONTENT IT PROVIDES TO ARDENT IN CONNECTION WITH THE SERVICES AND IS NOT AWARE OF ANY ACTUAL OR ALLEDGED INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ARDENT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS AGAINST ALL DAMAGES, LOSSES, CLAIMS, ACTIONS, DEMANDS, LIABILITIES, COSTS, FEES, EXPENSES, AND INJURIES OF ANY KIND OR NATURE ARISING FROM ANY ACTUAL OR CLAIMED INFRINGEMENT OF ANY PATENT, TRADEMARK, SERVICE MARK, COPYRIGHT, OR ANY OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO MATERIAL AND CONTENT PROVIDED TO ARDENT BY CUSTOMER. CUSTOMER FURTHER AGREES ARDENT MAY REMOVE ANY DISPUTED CONTENT FROM A WEBSITE IT HOSTS OR MAINTAINS FOR CUSTOMER WITHOUT ANY LIABILITY TO CUSTOMER WHATSOEVER, SO LONG AS ARDENT HAS A GOOD FAITH BELIEF SUCH CONTENT INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND PROVIDES WRITTEN NOTICE TO CUSTOMER ADVISING THEM OF SUCH REMOVAL.

Entire Agreement; Govering Law, Severability. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement is governed by the internal laws of the State of Texas, excluding conflict of law rules. In the event that any provision of this Agreement becomes or is held to be illegal by any court of competent jurisdiction, or becomes otherwise unenforceable, such provision will be deemed deleted from this Agreement and all the remaining terms of this Agreement will remain in full force and effect.

Assignment; Waiver; and Amendments. Neither party may assign its rights, delegate its duties under this Agreement without the prior written consent of the other party. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other party will not be construed as a waiver of any right hereunder. This Agreement may not be modified or amended except in writing signed by the parties hereto; no other act, usage, or custom will be deemed to amend or modify this Agreement.

Notices. All notices relating to this Agreement must be given in writing and will be deemed given (i) in the case of mail, three days after the date deposited in the mail, postage prepaid, and certified, with return receipt requested; or (ii) in the case of personal delivery to an authorized representative or officer of the party, or in the case of express courier service or overnight delivery service of national standing, on the date of delivery or attempted.

Expenses. The prevailing party in any arbitration or judicial proceeding relating to or arising out of the provision of Services will be entitled to recover all reasonable expenses associated with such proceeding, including reasonable attorneys fees and expenses and applicable court or arbitration costs.

Solicitation of Employment. Customer agrees not to contact, communicate with or solicit any Ardent employee for purposes of hiring, attempting to hire, or causing such employee to terminate or modify his or her employment status with Ardent during the performance of Services under this Agreement and for a period of one hundred eighty (180) days following conclusion of the performance of Services.