WEBSITE TERMS OF USE

Ardenci LLC

1. Acknowledgment and Acceptance

Ardenci LLC – provides the use of this Ardenci web site (www.ardenci.com), (Web Site) to you, conditioned upon your acceptance without modification of the following terms and conditions (“Terms of Use”). Please review these Terms of Use carefully. By using the Ardenci Web Site, you are agreeing to these Terms of Use. If you do not agree or do not wish to abide by these Terms of Use, you may not use the Ardenci Web Site or download any materials.

2. Use of Ardenci Web Site Intended for Users 13 Years of Age or Older

The Ardenci Web Site is intended for use strictly by individuals 13 years of age or older.  The Ardenci Web Site is not directed for use by children under the age of 13.  Users under the age of 13 must be assisted by a parent or guardian to use the Ardenci Web Site.

3. Modification of These Terms of Use

Ardenci reserves the right to change the terms, conditions, and notices under which the Ardenci Web Site is offered, including but not limited to the charges associated with the use of the Ardenci Web Site, at any time, without liability or prior notice.

4. Intellectual Property Rights

All contents, text, images, data, information and other material displayed, available or present on the Ardenci Web Site, including any trademarks or copyrights, are the property of Ardenci or the designated owner and are protected by applicable intellectual property laws. You agree not to infringe upon or dilute any intellectual property of Ardenci, as well as not to remove or modify any trademark, copyright or other proprietary notice appearing on the Ardenci Web Site. You are not allowed to link to, reproduce, sell, publish, distribute, modify, or display the Ardenci Web Site or any Content without the prior written permission of Ardenci.

6. Authorized and Prohibited Uses

As a condition of your use of the Ardenci Web Site, you warrant to Ardenci that you will not use the Ardenci Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices.  You may not use the Ardenci Web Site in any manner which could damage, disable, overburden, or impair the Ardenci Web Site or interfere with any other party’s use and enjoyment of the Ardenci Web Site.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Ardenci Web Site or provided and approved by staff.

7. Links to Third Party Sites

The Ardenci Web Site may contain links to other web sites (“Linked Site(s)”).  The Linked Sites are not under the control of Ardenci and Ardenci is not responsible for the contents of any Linked Site, or any changes or updates to a Linked Site.  Ardenci is not responsible for webcasting or any other form of transmission received from any Linked Site.  Ardenci is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Ardenci of the Linked Site or any association with its operators.

8. Limitation of Liability and Disclaimers

Any and all content appearing on the Ardenci Web Site is provided for informational purposes only. The Ardenci Web Site, its content and its links are provided on an “As Is”, “As Available” basis and are used only at your sole risk, to the fullest extent permissible by law. Ardenci and any and  affiliated companies disclaim all warranties, express or implied, of any kind, regarding the Ardenci Web Site (including its content, hardware, software and links), including as to fitness for a particular purpose, merchant-ability, title, non-infringement, results, accuracy, completeness, accessibility, compatibility, security and freedom from computer virus. Ardenci and its affiliated companies will not be liable for any damages or losses, including direct, indirect, consequential, special, incidental or punitive damages and/or lost profits, in connection with use of the Internet, the Ardenci Web Site, its content or its links.

9. Indemnification

You will defend, indemnify and hold harmless Ardenci and its affiliates, officers, directors, employees and contractors from any demands, claims, damages, liabilities, expenses or harms, including attorney’s fees, arising in connection with your use of the Ardenci Web Site, online conduct, breach of these Terms of Use or dealings or transactions with other persons resulting from use of the Ardenci Web Site.

10. Termination/Access Restriction

Ardenci reserves the right, in its sole discretion, to terminate your access to the Ardenci Web Site and the related services or any portion thereof at any time, without notice. Use of the Ardenci Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Ardenci as a result of this agreement or use of the Ardenci Web Site. Ardenci performance of this agreement is subject to existing laws and legal processes, and nothing contained in this agreement is in derogation of Ardenci right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Ardenci Web Site or information provided to or gathered by Ardenci with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the 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 remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Ardenci with respect to the Ardenci Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Ardenci with respect to the Ardenci Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be drawn up in English.

11. Applicable Law and Forum

The Ardenci Web Site, these Terms of Use, and any disputes arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflicts of law principles. The state and federal courts located in Detroit, Michigan shall have exclusive jurisdiction to adjudicate any dispute arising in connection with the Ardenci Web Site or these Terms of Use. You agree to submit to the exclusive and personal jurisdiction of the state and federal courts located in Detroit, Michigan.

12. Miscellaneous Provisions

You represent and warrant that you are authorized to enter into these Terms of Use on behalf of any entity which you represent. These Terms of Use constitute the entire agreement between the parties with respect to this subject matter and supersede any prior agreement or communication. These Terms of Use may only be modified by Ardenci, at its sole discretion. Your obligations pursuant to these Terms of Use shall survive termination of the Ardenci Web Site, any use by you of the Ardenci Web Site and of its content, or these Terms of Use.