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Website Terms

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These Terms (“Agreement”) constitute an agreement between you (“Client”, “you”, “your”) and Ardent Health (“Ardent Health”, “we”, “our”, or “us”) regarding your access and use of our website located at www.ardenthealth.com (“Sites”).     

1. Dispute Resolution / Arbitration Notice

YOU AGREE THAT DISPUTES BETWEEN YOU AND US CONCERNING YOUR USE OF THE SITES WILL BE RESOLVED PURSUANT TO THE DISPUTE RESOLUTION PROCESS OUTLINED IN SECTION 10 BELOW, WHICH MAY INCLUDE INDIVIDUAL BINDING ARBITRATION. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR MORE DETAILS ON THIS PROCESS, AND HOW YOU CAN OPT-OUT OF ARBITRATION, SEE SECTION 10 BELOW.

2. Eligibility

By using the Sites, you represent you are at least 18 years of age, or the age of consent in the jurisdiction in which you use the Sites. Our Sites are not directed to children under the age of 18. By using the Sites, you represent and warrant that: (i) you can form a binding contract with us; (ii) you are not a person who is barred from using the Sites under the laws of the United States or any other applicable jurisdiction (i.e., you do not appear on the U.S. Treasury Department list of Specially Designated Nationals or face any other similar prohibition); and (iii) you will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.

3. Conduct When Using the Sites

By using the Sites, you agree not to:

  • Use the Sites in any manner contrary to local, state, federal, or international laws, including but not limited to using the Sites for any illegal purpose or for the transmission of material that is unlawful, harassing, libelous (untrue and damaging to others), invasive of another’s privacy, abusive, threatening, or obscene, or that infringes the copyrights (rights of an owner of written material) or other intellectual property of others.
  • Use the Sites for any commercial purpose without our prior written consent.
  • Copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted materials, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Sites without our prior written consent.
  • Use any robot, bot, spider, crawler, scraper, site search / retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Sites or their content.
  • Use the Sites in any way that could interfere with, disrupt or negatively affect the Sites or the servers or networks connected to the Sites.
  • Upload viruses or other malicious code or otherwise compromise the security of the Sites.
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Sites.
  • “Frame” or “mirror” any part of the Sites without our prior written consent.
  • Use meta tags or code or other devices containing any reference to Ardent Health (or any trademark, trade name, service mark, logo or slogan of Ardent Health) to direct any person to any other website for any purpose.
  • Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Sites, or cause others to do so.
  • Use or develop any third-party application that interacts with the Sites without our prior written consent.
  • Probe, scan, or test the vulnerability of our Sites or any system or network.
  • Encourage or promote any activity that violates this Agreement.

We reserve the right to investigate, and take any available action in response to any unauthorized use of the Sites, including but not limited to termination of your account.

Our Sites may contain links to third-party websites that are not owned or controlled by Ardent Health. Ardent Health has no control over, and assumes no responsibility for the content, accuracy, privacy policies, or practices of any third-party websites or Sites.

5. Privacy

By agreeing to this Agreement, you also confirm that you have read and understand our Privacy Policy, available here[SPZ1] .

In alignment with the Digital Millennium Copyright Act (“DMCA”), we have established the procedure outlined below to address any alleged copyright infringement on the Sites. If you believe your work has been copied and has been posted on the Sites in a way that constitutes copyright infringement, you may provide us with notice of your complaint by contacting us with the following information, in writing:

  • The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
  • Identification of the copyrighted work that you claim has been infringed;
  • Identification of the material that is claimed to be infringing, with information about its location reasonably specific to permit us to locate the material;
  • Your name, address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

After receiving a notification, we will process and investigate the notification and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of a notification that complies or substantially complies with the DMCA (as set forth above), we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will promptly take reasonable steps to notify the member that is the subject of the notification that it has removed or disabled access to such material.

Materials & Marks. You acknowledge that the Sites and all materials on the Sites, including without limitation to the Sites’ design, text, graphics, sounds, pictures, software and other files, its look and feel, and the selection and arrangement thereof (collectively, “Materials”) are Ardent Health’s property and are subject to and protected by United States and international copyright or other intellectual property laws and rights. The trademarks, service marks, trade dress, trade names, and logos contained on the Sites, including without limitation to trademarks registered in the United States (collectively, “Marks”) are the sole property of Ardent Health. In addition, all page headers, custom graphics, and custom icons are Marks of Ardent Health.

Ardent Health IP. Ardent Health (and, as applicable, its licensors) shall own all right, title, and interest in and to all elements of the Sites, including, without limitation, all graphics, design, systems, methods, information, computer code, software, Sites, “look and feel”, organization, compilation of the content, code, data, and all other intellectual property rights of the Sites (the foregoing, together with all documentation and other materials or intellectual property provided to Client or other Authorized User in connection with the Sites (“Ardent Health IP”).

8. Disclaimer of Warranties; Limitation of Liability; Indemnification

Disclaimer of Warranties. Subject to applicable law, ARDENT HEALTH makes the following disclaimers of warranties. ARDENT HEALTH disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in results provided on the Sites, OR DELIVERY OF ANY SITES. ARDENT HEALTH disclaims any responsibility or liability for the deletion, failure to store, misdelivery, or untimely delivery of any information or material made available through the Sites, OR DELIVERY OF SITES. ARDENT HEALTH provides the Sites on an “as is” and “as available” basis with no warranties whatsoever. ARDENT HEALTH expressly disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranty of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. ARDENT HEALTH further disclaims any warranties regarding the security, reliability, timeliness, and performance of the Sites. ARDENT HEALTH further disclaims any warranties relating to any information obtained through the Sites, CLOTHING PURCHASED THROUGH THE SITES, OR OTHER SITES RENDERED, any links provided by the Sites, as well as any information received through any of the links provided in the Sites.

Limitation of Liability. Subject to applicable law, under no circumstances shall ARDENT HEALTH be liable for any direct, indirect, incidental, consequential, special, exemplary, and/or punitive damages, whether such damages or a claim for such damages is based on warranty, contract, tort (including negligence), or other claim available under applicable law, even if ARDENT HEALTH has been advised of the possibility of such damages. Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Sites, from inability to use the Sites, or from the interruption, suspension, or termination of the Sites (including such damages incurred by any third parties). This limitation shall also apply with regard to damages incurred by reason of other Sites, as well as by reason of any information or advice received through the Sites or through links provided on the Sites, OR PERFORMANCE BY ARDENT HEALTH EMPLOYEES OR CONTRACTORS. This limitation shall also apply, without limitation, to lost profits, lost data, loss of business goodwill, loss of reputational goodwill, or other such damages. Such limitation shall further apply with regard to the performance or non-performance of the Sites or any information that appears on, or is linked or related in any way to the Sites. TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED BY APPLICABLE LAW, THEY SHALL BE CAPPED AT ONE HUNDRED DOLLARS ($100) (us) to the extent such cap is permitted under applicable law.

Indemnity. You agree, to the extent permitted under applicable law, to indemnify, defend, and hold harmless ARDENT HEALTH and its respective officers, directors, agents, and employees from any and all complaints, demands, claims, damages, losses, costs (including attorneys’ fees), PENALTIES AND/OR OTHER expenses, due to, arising out of, or relating in any way to your access or use of the Sites, or your violation of this Agreement.

9. Force Majeure.

Under no circumstances shall Ardent Health be held responsible or liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war (including but not limited to cyber related events and/or occurrences attributed to state and/or quasi-state actors by either public or privacy organizations and/or entities and/or governments), governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, lighting, or air conditioning.

10. Dispute Resolution, Arbitration, Class-Action Waiver, and Jury Waiver

Disputes. The terms of this Section shall apply to all Disputes between you and Ardent Health. For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy or action between you and Ardent Health arising under or relating to your use of the Sites, this Agreement, or any other transaction involving you and Ardent Health, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND ARDENT HEALTH AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY ARDENT HEALTH FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; (4) TRADEMARK INFRINGEMENT OR DILUTION; OR (5) ANY OTHER CLAIM FOR WHICH INJUNCTIVE RELIEF IS APPROPRIATE IN THE SOLE DISCRETION OF ARDENT HEALTH.

Opt-Out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section by sending a written letter to Ardent Health at Contact Us within thirty (30) calendar days of your initial agreement to this Agreement (including your first use of the Sites) that specifies: (1) your name; (2) your mailing address; (3) and your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of this Agreement shall continue to apply.

Dispute Notice. In the event of a Dispute, you or Ardent Health must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Ardent Health must be addressed to 38W 32nd Street, Suite 1412, New York, New York, 10001 (“Ardent Health Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. If Ardent Health and you do not reach an agreement to resolve the Dispute within sixty (60) calendar days after the Dispute Notice is received, you or Ardent Health may proceed to mediation as articulated in this Section. You and Ardent Health will work in good faith to schedule the informal conference at a mutually convenient time. If you are represented by counsel, your counsel may participate in the informal dispute resolution conference, but you shall also fully participate in such discussions. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference. 

Mediation. In the event the parties cannot resolve the Dispute via the informal dispute resolution conference, the Dispute must first be submitted to non-binding mediation before a neutral third party before it may proceed to arbitration. Selecting the mediator, the appropriate terms for mediation (including costs), and a date for mediation shall be negotiated in good faith between the parties. The administrative fees associated with mediation shall be negotiated between the parties, but you will not be required to pay any such fees that exceed those fees you would be required to pay if proceeding in a court of law. Such fees also will not include attorneys’ fees and costs, if any, unless awarded during mediation. If the parties cannot agree to appropriate terms concerning mediation, the parties shall be entitled to proceed with an arbitration proceeding pursuant to this section.

Binding Arbitration. In the event mediation is unsuccessful, you and Ardent Health agree: (1) to arbitrate all Disputes between you and Ardent Health pursuant to the provision of this Agreement; (2) this Agreement memorializes a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) this Section shall survive termination in this Agreement.

Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state, municipality, province or territory if the action is within that court’s jurisdiction and is pending only in that court.

WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND ARDENT HEALTH AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND ARDENT HEALTH AGREE THAT NO DISPUTE SHAL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in this Agreement, the rules set forth in this Agreement shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Hearing Format. Unless otherwise agreed, the arbitration shall take place in California, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, in any, is based. During the arbitration, the amount of any settlement offer made by Ardent Health or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Ardent Health is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

Arbitration Fees. Ardent Health will pay, or (if applicable) reimburse you, for all AAA (as applicable) filing, administration, and arbitration fees for any arbitration commenced by you or Ardent Health pursuant to this Agreement. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.

Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void.  The terms of this Section shall otherwise survive any termination of this Agreement.

Exclusive Venue for Other Controversies. Ardent Health and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the courts located within the State of [INSERT], and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

11. California Consumer Notice

California users are entitled to the following consumer rights notice: The Sites are provided by Ardent Health. If you have a question or complaint regarding the Sites, please contact us by writing to [INSERT]. California residents may reach the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

12. Governing Law; Jurisdiction and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of [INSERT], without giving effect to its conflict of laws provisions or the laws of your state. If for any reason a court of competent jurisdiction or arbitrator finds any provision or portion of this Agreement to be unenforceable, the remaining portion of this Agreement will continue in full force and effect.

13. Termination

This Agreement is effective until terminated either by us or you. We, in our sole discretion, may suspend or terminate this Agreement at any time with or without notice, and may deny you access to the Sites or any portion thereof as a result. You may also terminate this Agreement at any time by discontinuing your use of the Sites. Upon termination of this Agreement by us or you, you must destroy all materials obtained from the Sites, including any and all copies of such materials whether made under this Agreement or otherwise.

14. Non-Assignability

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding upon, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

15. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action by you against Ardent Health arising from or relating to the use of the Sites must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be permanently barred.

16. Entire Agreement; Severability; Relationship

This Agreement constitutes the entire agreement between you and Ardent Health. If any part of this Agreement are determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the allocation or risks, and the remainder of this Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. You agree that your account is non-transferable and all of your rights to your account terminate upon your death. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement, and you may not make any representations on behalf of or bind Ardent Health. 

17. Contact Us

If you have any questions about this Agreement, contact us at [INSERT].

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