This policy is jointly issued by ArdinGate LLC (ardingate.com) and ArdinGate Studios LLC (studios.ardingate.com) and applies to services provided by both entities.
These Terms of Service ("Terms") govern access to and use of the website design, mobile application development, SaaS hosting, maintenance, and related services (collectively, the "Services") provided by ArdinGate LLC and ArdinGate Studios LLC (collectively, "ArdinGate," "Company," "we," "us," or "our"). These Terms apply to all clients, users, subscribers, and customers (collectively, "Client" or "you").
By accessing, subscribing to, or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, do not use the Services.
These Terms should be read alongside our Privacy Policy, Refund Policy, DMCA Policy, Accessibility Statement, and Do Not Sell or Share My Personal Information page.
Important: Sections 13 (Disclaimer), 14 (Limitation of Liability), and 17 (Dispute Resolution, including a class-action waiver, jury-trial waiver, and binding arbitration agreement with a 30-day opt-out right) affect your legal rights. Please read them carefully.
You represent that you are at least eighteen (18) years old and have the legal capacity to enter into these Terms. If you are accepting these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.
You consent to conduct transactions with ArdinGate electronically and to receive communications, contracts, invoices, notices, and disclosures in electronic form. This Agreement is intended to satisfy the requirements of the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§7001 et seq.) and the Florida Uniform Electronic Transaction Act (Fla. Stat. §§668.50 et seq.). You may request a paper copy of any document by writing to contact@ardingate.com.
"Services" means all website design, development, mobile application development, SaaS hosting, maintenance, support, consulting, and related services provided by ArdinGate LLC or ArdinGate Studios LLC.
"Client" means any individual or entity that subscribes to, purchases, or uses the Services, including authorized users acting on Client's behalf.
"Content" means all text, images, data, files, databases, and other materials provided by Client or uploaded through the Services.
"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. See Section 9 for exclusions.
"Deliverables" means the final website designs, mobile application builds, source code, graphics, and other work product created by ArdinGate specifically for Client under a project engagement.
"Effective Date" means the date Client first accesses or uses the Services, or the date of a signed proposal or agreement, whichever is earlier.
ArdinGate provides Services on either (a) a subscription basis (hosting and maintenance) or (b) a project basis (design and development). Services are limited to those expressly agreed to in writing.
ArdinGate reserves the right to modify, suspend, or discontinue any aspect of the Services with no less than thirty (30) days' prior written notice to Client, except where immediate action is required due to security threats, legal compliance, or violations of these Terms.
For mobile application development, Client acknowledges that apps distributed through third-party platforms (including the Apple App Store and Google Play Store) are subject to the terms, policies, and review processes of those platforms. ArdinGate is not responsible for delays, rejections, or removals imposed by third-party app stores.
For project-based engagements, Client is expected to respond to feedback requests, approval checkpoints, and required decisions within a reasonable timeframe. If Client fails to respond to written communications for thirty (30) consecutive days during an active project, ArdinGate may pause work without liability. If Client fails to respond for sixty (60) consecutive days, ArdinGate may terminate the project engagement, retain all fees paid to date for work performed, and deliver any completed work product as-is with no warranty. ArdinGate has no obligation to resume a paused or terminated project without written re-engagement from Client and payment of any outstanding balances.
Client is responsible for maintaining the confidentiality of account credentials and for all activity conducted through Client's account. ArdinGate shall not be liable for unauthorized access resulting from Client's failure to safeguard credentials.
ArdinGate will implement reasonable security measures to protect account infrastructure. In the event ArdinGate becomes aware of a security breach affecting Client accounts or data, ArdinGate will notify affected Clients within seventy-two (72) hours of discovery and take reasonable steps to mitigate the impact.
All fees are exclusive of taxes. Client is responsible for all applicable sales, use, value-added, or similar taxes.
Hosting subscriptions are billed in advance and automatically renew unless canceled prior to renewal. Design and development fees are billed per proposal, invoice, or written agreement. For California residents and where required by other state automatic-renewal statutes, ArdinGate will (a) provide clear and conspicuous disclosure of auto-renewal terms at sign-up, (b) obtain affirmative consent to auto-renewal, (c) send an acknowledgment with the terms after sign-up, (d) provide an online cancellation mechanism at least as easy to use as the sign-up method, and (e) for annual subscriptions, send a renewal reminder between 15 and 45 days before renewal. These obligations are in addition to any broader compliance required by California Business & Professions Code §17602, New York General Business Law §527-a, and similar statutes.
If any undisputed invoice remains unpaid for more than fifteen (15) days past the due date, ArdinGate will provide written notice to Client. If payment is not received within ten (10) days of such notice (a total grace period of twenty-five days), ArdinGate may suspend Services until payment is received. Accounts remaining unpaid for more than sixty (60) days may be terminated.
Overdue balances may accrue a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.
ArdinGate may adjust pricing for subscription Services upon no less than thirty (30) days' prior written notice before the start of a new billing cycle. Continued use of Services after the new pricing takes effect constitutes acceptance.
For mobile application projects, ArdinGate will advance third-party platform fees required for app distribution — including Apple Developer Program fees and Google Play Developer registration fees — on Client's behalf and invoice Client for reimbursement as part of the project billing. These fees are separate from ArdinGate's project fees and are non-refundable by ArdinGate regardless of project outcome.
If you provide us with a mobile phone number, you consent to receive transactional text messages from ArdinGate related to your account, invoices, appointments, and service notices. Message and data rates may apply. Message frequency varies. Reply STOP to any message to unsubscribe, or HELP for help. Unsubscribing from transactional SMS may limit our ability to deliver service notifications. Marketing or promotional text messages (if any) will be sent only with your separate, affirmative written consent, consistent with the Telephone Consumer Protection Act (TCPA, 47 U.S.C. §227) and FCC regulations.
For email, if you receive promotional messages from ArdinGate, each message will contain an unsubscribe link, and we will honor unsubscribe requests within ten (10) business days, consistent with the CAN-SPAM Act (15 U.S.C. §7704). Transactional emails necessary to operate the Services (such as invoices, receipts, account notices, and security alerts) are exempt from the CAN-SPAM unsubscribe requirement and may be sent to active clients even if they have unsubscribed from marketing messages.
Client shall not use the Services for:
ArdinGate may suspend or terminate Services immediately upon violation of this policy.
ArdinGate retains all right, title, and interest in its platforms, software, infrastructure, tools, templates, frameworks, reusable code components, and methodologies. These materials are not transferred to Client and may be used by ArdinGate in other projects.
Upon full payment of all fees and invoices associated with a project engagement — including all milestone payments — Client receives full ownership of all Deliverables created specifically for Client's project, including website files, databases, application source code, and custom designs. Ownership does not transfer on partial or installment payments. ArdinGate may withhold delivery of final source code, store listing transfers, and other Deliverables until all outstanding balances across all project milestones are paid in full. Client retains ownership of all Content provided by Client.
For mobile application projects, app store listings (including screenshots, descriptions, and metadata) are created and managed by ArdinGate Studios LLC. By default, apps are published under ArdinGate Studios' developer accounts on the Apple App Store and Google Play Store. Client may request transfer of store listings to Client's own developer accounts at any time after launch via the Transfer & Handoff package. Source code ownership transfers to Client upon full payment regardless of who holds the store listings.
ArdinGate LLC and ArdinGate Studios LLC may each reference completed projects in their respective portfolios, proposals, and marketing materials unless Client requests otherwise in writing.
Any feedback, suggestions, ideas, or recommendations you provide to ArdinGate about the Services are non-confidential, and ArdinGate may use them for any purpose without restriction, attribution, or compensation. This section does not apply to Client Content, Deliverables, or Confidential Information, which are governed by their respective provisions.
Unless otherwise agreed in writing, included services are limited to:
The following are excluded from standard support and may be billed at ArdinGate's then-current hourly rate, which will be disclosed to Client in writing before any billable work begins, or pursuant to a separate written agreement:
All change requests must be submitted in writing. No work shall commence without written client approval. Approved changes constitute acceptance of applicable fees and timelines.
ArdinGate does not guarantee uninterrupted availability or uptime. Services rely on third-party infrastructure and providers, and ArdinGate shall not be liable for outages, data loss, or failures caused by such third parties.
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with these Terms, including but not limited to business plans, client lists, pricing, technical data, login credentials, and proprietary methods.
Confidential Information does not include information that:
Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care. Confidentiality obligations survive termination for a period of three (3) years.
Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, epidemics, cyberattacks, ransomware, labor disputes, governmental actions, power or internet outages, supply chain disruptions, or third-party service interruptions.
The affected party shall provide prompt written notice to the other party of the force majeure event. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected Services upon written notice. Upon cessation of the force majeure event, the affected party shall use commercially reasonable efforts to resume performance.
Client shall defend, indemnify, and hold harmless ArdinGate LLC and ArdinGate Studios LLC, their respective members, managers, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARDINGATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARDINGATE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES.
ARDINGATE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ARDINGATE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) FIVE HUNDRED DOLLARS ($500.00).
ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED. THE PARTIES EXPRESSLY WAIVE ANY LONGER LIMITATIONS PERIOD THAT WOULD OTHERWISE APPLY UNDER LAW.
THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, AND THAT THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
The limitations in this section shall not apply to: (a) either party's indemnification obligations; (b) Client's obligation to pay fees owed; (c) either party's breach of confidentiality obligations; or (d) liability arising from gross negligence or willful misconduct.
Either party may terminate these Terms for convenience upon thirty (30) days' written notice, subject to payment of all outstanding fees and completion of any minimum commitment period.
Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach.
ArdinGate may terminate immediately and without a cure period for violations of the Acceptable Use policy (Section 5), nonpayment exceeding sixty (60) days, or any activity that poses a security risk to ArdinGate's infrastructure or other clients.
Upon termination, ArdinGate will provide Client with all Deliverables and Client Content within thirty (30) days of the termination date, including website files, databases, and source code. After this period, ArdinGate may delete all Client data, Content, and Deliverables from its systems. ArdinGate has no obligation to maintain or export Client data or Deliverables after the thirty-day period.
The following sections survive termination: Definitions (1), Intellectual Property (6), Confidentiality (9), Indemnification (11), Disclaimer of Warranties (12), Limitation of Liability (13), Governing Law & Venue (15), and Dispute Resolution (16).
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Florida. Each party consents to personal jurisdiction in such courts and waives any objection to venue.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
16.1 Informal Resolution. Before initiating any formal proceeding, the party asserting a dispute must provide the other party with written notice describing the nature of the dispute and the relief sought. The parties agree to attempt to resolve the dispute in good faith within thirty (30) days of such notice.
16.2 Mediation. If the dispute is not resolved within thirty (30) days, either party may submit the dispute to non-binding mediation before a mutually agreed mediator in Orange County, Florida. Each party shall bear its own costs, with mediator fees split equally.
16.3 Binding Arbitration. If mediation fails to resolve the dispute within sixty (60) days of the mediation request, the parties agree, subject to Section 16.4 (opt-out) and Section 16.7 (carve-outs), to submit the dispute to final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, for consumer-grade disputes, the Consumer Arbitration Rules), with proceedings conducted in Orange County, Florida, before a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Arbitration fees shall be allocated per the applicable AAA rules; for AAA Consumer cases, Client's filing fee is capped at the amount prescribed by the AAA Consumer Rules.
16.4 Thirty-Day Opt-Out of Arbitration. You may opt out of this arbitration agreement within thirty (30) days after first accepting these Terms (or, for clients who accepted these Terms before the effective date of this version, within thirty (30) days after the effective date) by sending a written opt-out notice to contact@ardingate.com with "Arbitration Opt-Out" in the subject line, including your full legal name and the email address on file. If you timely opt out, disputes will be resolved in the courts identified in Section 15 and Sections 16.5 and 16.6 still apply.
16.5 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT SOLELY IN THAT PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
16.6 JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
16.7 Carve-Outs. Notwithstanding Sections 16.1 through 16.6, either party may: (a) seek emergency injunctive or other equitable relief from a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information; (b) bring an individual claim in small-claims court as an alternative to arbitration where the claim qualifies under that court's rules; and (c) participate in any government enforcement action brought by an agency, even if on the party's behalf.
16.8 Mass Arbitration. If twenty-five (25) or more arbitration demands raising substantially similar claims are filed against ArdinGate within a ninety (90) day period, the parties agree that the applicable AAA Mass Arbitration Supplementary Rules (2024) shall govern the administration of those demands, including the use of process arbitrators and staged filing, to promote fair and efficient resolution.
16.9 Attorneys' Fees. In any action or proceeding to enforce or interpret these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees, arbitration costs, and expenses, in addition to any other relief awarded.
ArdinGate may update these Terms from time to time. Material changes will be communicated to Client via email or through a notice posted within the Services at least thirty (30) days before taking effect. Continued use of the Services after changes take effect constitutes acceptance. If Client does not agree to updated Terms, Client may terminate Services in accordance with Section 14.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
These Terms, together with any written proposals, Master Services Agreements, Statements of Work, and service agreements executed between the parties, constitute the entire agreement and supersede all prior or contemporaneous oral or written communications regarding the subject matter hereof.
In the event of any conflict or inconsistency among the agreements that apply to the Services, the order of precedence is as follows (highest to lowest):
A conflict exists only where a higher-priority document expressly addresses the same subject and provides a different rule; silence in a higher-priority document does not create a conflict with a lower-priority document.
These Terms are for the sole benefit of the parties and their permitted successors and assigns and confer no rights, benefits, or remedies upon any other person or entity.
Client may not assign or transfer these Terms or any rights hereunder without ArdinGate's prior written consent. ArdinGate may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to Client.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
All notices under these Terms shall be in writing and sent to the email address on file for Client or to contact@ardingate.com for ArdinGate. Notices are deemed received upon confirmed delivery or, for email, upon the sending party's receipt of confirmation that the email was delivered.
For purposes of these Terms, "writing" or "written notice" includes email to the addresses specified herein. Email notices are deemed as valid and enforceable as physical written correspondence.
While ArdinGate maintains backups as part of its hosting infrastructure, Client is solely responsible for maintaining independent backups of Content. ArdinGate shall not be liable for loss of data, including data lost due to Client error, third-party actions, or system failures.
ArdinGate is committed to making its websites accessible and targets conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. See our Accessibility Statement for details. If you encounter accessibility barriers, please contact accessibility@ardingate.com.
Each party will comply with all applicable export-control and economic-sanctions laws, including the U.S. Export Administration Regulations (EAR) and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Client represents that Client is not located in, and will not use the Services from, any country or territory subject to comprehensive U.S. sanctions.
Client represents and acknowledges that it is entering into these Terms for business, commercial, or professional purposes and is not a "consumer" acquiring the Services for personal, family, or household purposes. Nothing in this section waives rights that cannot be waived as a matter of law.
