Terms of Service

Effective Date: May 23, 2026
Last Updated: May 23, 2026

These Terms of Service ("Terms") govern your access to and use of ardenus.com and the Ardenus platform (collectively, the "Services"), provided by Ardenus LLC ("Ardenus," "we," "us," or "our"). For clarity:

  • "Customer" means a business entity that signs up for the Services to use them in the operation of its business.
  • "End User" means an individual who interacts with a Customer through the Services (for example, a person who receives an SMS message a Customer sends through the platform).
  • "You" refers to the individual or entity bound by these Terms.

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services. If you accept these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" then refers to the organization.

1. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and have the legal authority to enter into these Terms.

You may not use the Services if you are: (a) located in, ordinarily resident in, or organized under the laws of any country subject to comprehensive US sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, and Sevastopol regions); (b) listed on the US Department of Treasury's Specially Designated Nationals (SDN) list or any equivalent denied-parties list; or (c) otherwise prohibited from receiving US-origin goods, services, or technology under applicable export-control laws (including the US Export Administration Regulations).

2. Your Account

You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Promptly notifying us at support@ardenus.com of any unauthorized access or suspected compromise
  • Ensuring that information in your account is accurate and current
  • Configuring access controls (roles, permissions, MFA) appropriate to your security needs

You may not share credentials, transfer your account, or permit access to anyone outside your organization without our prior written consent.

3. The Services

Ardenus provides a multi-tenant SaaS platform that enables business Customers to manage operations and, where enabled, communicate with their End Users via SMS, voice, AI-assisted conversational interfaces, and other channels.

We may modify, suspend, or discontinue features at our discretion. For material changes that adversely affect paying Customers, we will provide reasonable advance notice (typically at least thirty (30) days) by email or in-app notice.

3.1 Beta and Pre-Release Features

We may make beta, alpha, or pre-release features ("Beta Features") available. Beta Features are provided "AS IS," may be modified or discontinued at any time, and are excluded from any service-level commitments. By using a Beta Feature you agree it may not function as expected, may produce errors, and may be subject to additional terms presented at the time of access.

3.2 No Service-Level Commitment Unless Separately Agreed

Unless you have a separately executed service-level agreement (SLA) or order form that states otherwise, the Services are provided without any uptime, latency, throughput, or support-response commitment. Best-effort operational standards apply.

4. Acceptable Use

You may not, and may not permit others to:

  • Use the Services for any unlawful purpose
  • Send messages or place calls that violate applicable laws (including the Telephone Consumer Protection Act, CAN-SPAM, CASL, GDPR, state robocall statutes, and equivalent foreign laws) or carrier rules (10DLC requirements, CTIA Messaging Principles, STIR/SHAKEN where applicable, the Short Code Monitoring Handbook)
  • Send unsolicited messages or messages to recipients who have not provided valid, documented prior express written consent (or prior express consent, as applicable to the message type)
  • Send messages or content that is prohibited under carrier rules, including but not limited to: illegal drugs; cannabis (including CBD, including in jurisdictions where state-legal); firearms or firearms accessories; tobacco or vaping products outside legally compliant programs; alcohol outside legally compliant programs; adult or sexually explicit content; hate speech; harassment; fraud or deceptive schemes (including "loan-modification," "high-risk financial services," "get rich quick," "credit-repair-prohibited-language," and similar SHAFT/UCEPROTECT categories); phishing or impersonation; content that infringes intellectual property
  • Use the Services to harvest phone numbers, build cold-call lists, or send messages to numbers obtained without consent
  • Attempt to gain unauthorized access to the Services, other Customer accounts, or systems integrated with the Services
  • Probe, scan, or test vulnerabilities of the Services without our prior written consent (a coordinated disclosure program may be available — contact support@ardenus.com)
  • Reverse engineer, decompile, disassemble, or attempt to extract source code, except to the extent expressly permitted by law that cannot be contractually overridden
  • Benchmark the Services for the purpose of building a competing product, or use the Services to develop a substantially similar product, without our prior written consent
  • Use the Services to harass, defame, threaten, or harm others
  • Resell, lease, sublicense, or rebrand the Services without our prior written consent (Customers operating as ISVs/CSPs in the SMS context have separate per-customer arrangements)
  • Interfere with or disrupt the Services or the networks they rely on
  • Misrepresent your identity or the identity of the sender of any communication
  • Use the Services to operate a "lead-generation" or "lead-aggregator" SMS program

We may suspend or terminate your access for any violation of this Section, including immediately for violations that pose a risk of harm, regulatory exposure, or carrier-level enforcement action against Ardenus.

5. Customer Content and Licenses

You retain all rights to content you submit to the Services ("Customer Content"). You grant Ardenus a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and create derivative works of Customer Content solely as necessary to provide, secure, and improve the Services and as permitted by our Privacy Policy and any applicable Data Processing Agreement (see Section 7).

You represent and warrant that:

  • You own or have all necessary rights to Customer Content
  • Customer Content does not violate any law or third-party right
  • You have obtained all required consents (including SMS opt-in consent) from End Users whose personal information appears in or is processed via Customer Content
  • Customer Content does not contain malware, exploits, or otherwise harmful code

5.1 Aggregated and Anonymized Data

We may collect aggregated, deidentified, or anonymized data ("Aggregated Data") derived from your use of the Services to operate, secure, and improve the Services. Aggregated Data does not identify you, your Customer Content, or any individual, and we own all rights in Aggregated Data.

5.2 Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, worldwide, royalty-free license to use that feedback without obligation.

6. SMS, Voice, and Communication Services

This Section applies whenever you use any communication feature of the Services to send messages or place calls to End Users.

6.1 Your Compliance Obligations (Customer Warranties)

You represent, warrant, and covenant that:

  • Consent. You have obtained, and will maintain documented evidence of, valid prior express written consent (for marketing) or prior express consent (for non-marketing transactional) from each End User before sending a message or placing a call. Consent must comply with the Telephone Consumer Protection Act, the FCC's implementing regulations, the CTIA Messaging Principles, and any applicable state robocall statute.
  • Audit records. You will maintain consent and opt-out records for each End User for at least four (4) years and will produce them on Ardenus's or a carrier's request within five (5) business days.
  • Honor opt-outs. You will honor all carrier-mandated opt-out keywords (STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT) and any other opt-out request immediately. You will not attempt to circumvent opt-outs (for example, by sending the same End User from a different number, brand, or account).
  • Identify yourself. Every message will accurately identify the sender (your brand name) and, where required, include a "Reply STOP to opt out" disclosure and "Msg & data rates may apply" notice.
  • Prohibited content. You will not send any content prohibited under Section 4.
  • Carrier rules. You will comply with the 10DLC requirements, including registering your brand and campaign(s) through Ardenus's CSP relationship and obtaining campaign approval prior to sending.
  • End-user-facing terms. If you operate any End-User-facing service, you will publish your own privacy policy and terms of service that comply with applicable law and that include the disclosures required for SMS opt-in.
  • Jurisdictional compliance. You will not send messages or place calls to recipients in jurisdictions where doing so requires authorizations or registrations you have not obtained.

6.2 Carrier Filtering and Delivery

You acknowledge that:

  • Carriers (including AT&T, T-Mobile, Verizon, and others) may filter, block, throttle, suspend, or charge fees against messages they deem non-compliant, spam, or otherwise objectionable, and Ardenus has no control over carrier decisions
  • Ardenus is not the underlying carrier; Twilio Inc. and any successor or replacement telecom partner is the originating carrier
  • We do not guarantee delivery, delivery timing, or delivery rates
  • Carrier surcharges, per-segment fees, brand-registration fees, campaign-registration fees, and similar telecom costs are passed through to you and are your responsibility in addition to Ardenus's platform fees

6.3 Indemnity for Telecom Violations

You will indemnify and hold Ardenus harmless from any claim, fine, penalty, chargeback, or expense (including TCPA class-action claims, FCC penalties, state attorney-general penalties, and carrier chargebacks) arising from messages or calls you send through the Services, your violation of any obligation in this Section 6, or any End User's claim that you sent a message or placed a call without valid consent.

This indemnity is in addition to the general indemnity in Section 14 and is uncapped, except where prohibited by law.

6.4 Right to Suspend

We may suspend communication features, refuse to deliver specific messages or calls, or terminate the Services for non-compliance with this Section, with or without notice, where we reasonably determine that continued sending poses risk of carrier enforcement, regulatory action, or harm to End Users.

7. Privacy and Data Processing

Our handling of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7.1 Data Processing Agreement (DPA)

To the extent you submit personal data of End Users through the Services and applicable law (such as the EU GDPR, UK GDPR, the California Consumer Privacy Act / California Privacy Rights Act, or comparable state privacy laws) requires a data processing agreement between you (as controller/business) and Ardenus (as processor/service provider), our standard DPA is incorporated by reference and is available on request from support@ardenus.com. The DPA governs over these Terms in the event of conflict on data-processing matters.

7.2 Subprocessors

Ardenus engages subprocessors (including Twilio for messaging/voice, Amazon Web Services for hosting and storage, and payment processors) to provide the Services. A current list of material subprocessors is available on request. We will give Customers reasonable advance notice of any new material subprocessor for personal data processed under the DPA.

8. AI and Automated Processing Features

The Services include features that use artificial intelligence and automated processing, including but not limited to large language models (LLMs), speech-to-text and text-to-speech, message classification, automated drafting, and AI agents that send or respond to messages or calls on behalf of Customers ("AI Features").

8.1 No Warranty of AI Output

AI Features may produce output that is inaccurate, incomplete, biased, offensive, or otherwise unsuitable. AI output is not guaranteed to be accurate, complete, lawful, or fit for any particular purpose. You are solely responsible for reviewing AI output before relying on it, sending it to an End User, or taking any action based on it. Do not use AI Features to make legal, medical, financial, employment, housing, lending, or other consequential decisions about individuals without independent human review.

8.2 AI Outputs and Liability

You acknowledge that:

  • The same or similar input may produce similar output for other Customers; AI outputs are not unique to you
  • You are responsible for any content you publish, send, or act upon that originated as AI output, as if you had drafted that content yourself
  • Carrier rules treat AI-generated SMS the same as human-drafted SMS; consent, opt-out, and content rules apply identically

8.3 Training-Data Exclusion

Ardenus does not use your Customer Content or your End Users' message contents to train third-party general-purpose AI models (such as foundation models offered by Anthropic, OpenAI, Google, etc.) without your explicit, separate written consent. Where Ardenus operates LLM-backed features through a third-party provider, we configure that provider's API to opt out of training-data use to the maximum extent the provider permits.

8.4 No Solely-Automated Significant Decisions

You will not use the AI Features to make solely-automated decisions that produce legal or similarly significant effects on End Users (including decisions about credit, employment, housing, insurance, or access to essential services) without meaningful human review and without complying with applicable law (including the Colorado AI Act, the California Frontier AI Transparency Act, and comparable laws).

8.5 Acknowledgment of AI Risk

You acknowledge the limitations of current AI technology, including: hallucination (fabricated facts), reasoning errors, prompt-injection vulnerabilities, latency variability, and provider outages. You will deploy AI Features with appropriate safeguards (human review, escalation paths, content filtering) suited to your use case.

9. Fees and Payment

If the Services are offered for a fee, fees are described in your order form, subscription plan, or usage-based pricing schedule.

  • Fees are due as specified in your order or in advance for usage-based services
  • Fees are non-refundable except as required by law or expressly stated in your order
  • Telecom pass-through fees (carrier surcharges, per-segment fees, brand and campaign registration fees) are billed in addition to platform fees and may fluctuate based on carrier and TCR pricing
  • Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law
  • Taxes (excluding taxes on our net income) are your responsibility; you will provide a valid resale or exemption certificate if applicable
  • We may suspend the Services for non-payment after reasonable notice
  • We may modify recurring subscription fees with at least thirty (30) days' advance notice, effective at the next renewal term; usage-based and telecom pass-through fees may change with shorter notice consistent with carrier-side changes

10. Intellectual Property

The Services, including all software, content, designs, trademarks, and documentation (excluding Customer Content), are owned by Ardenus or our licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services during the term and in accordance with these Terms.

No rights are granted to you except those expressly stated. You may not remove or alter any proprietary notices.

10.1 Third-Party and Open-Source Components

The Services include third-party and open-source components. Those components are licensed under their own terms, which are available on request and which take precedence over these Terms with respect to those components only.

10.2 Trademarks

"Ardenus" and related marks are trademarks of Ardenus LLC. You may not use them without our prior written consent except as required to identify the Services in a factually accurate manner.

11. Third-Party Services

The Services may integrate with third-party services (including but not limited to Twilio for messaging and voice, Amazon Web Services for hosting and storage, the Campaign Registry (TCR) for 10DLC registration, OpenAI / Anthropic and other AI model providers, and payment processors). Your use of third-party services is subject to their own terms and privacy policies. Ardenus is not responsible for third-party services, their availability, or their changes in terms.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. CARRIERS, NOT ARDENUS, ARE RESPONSIBLE FOR FINAL MESSAGE AND CALL DELIVERY, AND WE DO NOT GUARANTEE DELIVERY TIMING OR SUCCESS. WE DO NOT WARRANT THAT AI FEATURES WILL PRODUCE ACCURATE, COMPLETE, OR LAWFUL OUTPUT.

NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM ARDENUS CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARDENUS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS DO NOT APPLY TO: (i) YOUR INDEMNIFICATION OBLIGATIONS, (ii) YOUR PAYMENT OBLIGATIONS, OR (iii) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You will defend, indemnify, and hold Ardenus and its officers, directors, employees, and agents harmless from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Services in violation of these Terms
  • Customer Content
  • Your violation of applicable law or third-party rights
  • Messages or calls you send through the Services, including any claims by recipients of those messages or calls (TCPA, state robocall statutes, and similar)
  • Any carrier fines, penalties, or chargebacks resulting from your activity
  • Your End Users' claims arising from your services to them
  • Any AI Feature output that you published, sent, or acted upon

Our right to indemnification is in addition to any other remedies available.

15. Term and Termination

These Terms remain in effect while you use the Services or until terminated under this Section.

Termination for breach. Either party may terminate immediately on written notice if the other party materially breaches these Terms and (where curable) fails to cure within thirty (30) days of notice. We may suspend or terminate immediately for severe breaches, illegal activity, risk of harm to End Users, risk of carrier or regulatory enforcement, or non-payment.

Termination for convenience. You may terminate at any time via your account settings or by contacting support@ardenus.com. We may terminate without cause on at least thirty (30) days' notice for free or trial accounts; paid accounts will be terminated at the end of the then-current paid term unless terminated earlier for cause.

Effect of termination. Upon termination:

  • Your right to access and use the Services ends immediately
  • Outstanding fees become due immediately
  • We will, on your request made within thirty (30) days of termination, make Customer Content available for export in a commonly used format; after thirty (30) days we may delete Customer Content (subject to legal hold and audit-log retention requirements)
  • Numbers, brand registrations, and campaigns may be released to the carrier or de-registered consistent with carrier rules; you should obtain transfer of any numbers you wish to retain before termination

Survival. The following Sections survive termination: 4 (Acceptable Use, to the extent obligations relate to pre-termination acts), 5 (Customer Content licenses for Aggregated Data and Feedback), 6.3 (Indemnity for Telecom Violations), 7 (Privacy and Data Processing), 8 (AI), 9 (Fees and Payment, for amounts owed), 10 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 16 (Governing Law and Disputes), 17 (Changes to These Terms, for changes made before termination), and 18 (General).

16. Governing Law and Disputes

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.1 Informal Dispute Resolution

Before filing arbitration, the parties will attempt in good faith to resolve any dispute by negotiation for at least thirty (30) days following written notice to the other party (to support@ardenus.com for notices to Ardenus).

16.2 Arbitration

Any dispute arising from or related to these Terms or the Services that is not resolved under Section 16.1 will be resolved by binding arbitration administered by JAMS or the American Arbitration Association under their commercial arbitration rules, by a single arbitrator, in Raleigh, North Carolina, in English. Either party may seek injunctive or other equitable relief in court for protection of intellectual property rights or to enforce arbitration.

16.3 Class Action Waiver

YOU AND ARDENUS EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS-WIDE ARBITRATION, PRIVATE-ATTORNEY-GENERAL ACTION, OR REPRESENTATIVE PROCEEDING. DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. If this waiver is held unenforceable as to any claim, that claim must be brought in court rather than in arbitration.

16.4 Small Claims

Either party may pursue small-claims matters in small-claims court in lieu of arbitration, subject to that court's jurisdictional limits.

16.5 Time Limit

Any claim must be brought within one (1) year after the cause of action arises or be permanently barred, except where a longer period is required by law.

17. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via email or in-app notice at least thirty (30) days before they take effect, except where a shorter period is required by law or for changes that benefit Customers (such as added features). Continued use of the Services after the effective date constitutes acceptance.

The "Last Updated" date at the top reflects the most recent revision. Archived prior versions are available on request from support@ardenus.com.

18. General

  • Entire Agreement. These Terms, together with our Privacy Policy, any DPA, and any order forms or written addenda, constitute the entire agreement between you and Ardenus regarding the Services and supersede prior agreements and understandings on that subject.
  • Order of Precedence. In case of conflict: (a) an executed order form or master services agreement controls over (b) the DPA, which controls over (c) these Terms on data-processing matters, which control over (d) our Privacy Policy.
  • Severability. If any provision is held unenforceable, the rest of these Terms remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
  • No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
  • Assignment. You may not assign these Terms without our prior written consent (and any purported assignment without consent is void). We may assign these Terms to an affiliate or successor in connection with a merger, acquisition, financing, or sale of assets.
  • Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, agency, joint venture, or employment relationship.
  • Force Majeure. Neither party is liable for delays or failures caused by events outside its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil disturbance, labor action, internet or telecommunications outages, carrier outages, cyberattacks (including denial of service), and acts of governments or regulators. Affected obligations are suspended for the duration of the event.
  • No Third-Party Beneficiaries. These Terms do not create rights in any third party.
  • Notices. Notices to you may be sent to the email or address on file. Notices to Ardenus must be sent to support@ardenus.com. Electronic notices are effective when sent.
  • Headings. Section headings are for convenience only and do not affect interpretation.
  • Language. The English version of these Terms is the controlling version; any translation is for convenience only.

19. Contact

Ardenus LLC — United States

For any question or request — legal notices, service of process, privacy, DPA, support, or security — email support@ardenus.com.