These Terms of Service for Bespoke Communications, LLC. (this “Agreement”) is a legal 

agreement between you (either an individual or an entity that you are representing, hereinafter 

“Customer(s)”) and Bespoke Communications, LLC. and its suppliers and licensors (collectively 

“BESPOKE”) for the BESPOKE Services (“Services”). Customers’ use of the Services 

constitutes the agreement to the terms of this Agreement and acknowledges that BESPOKE 

would not agree to provide the Services without that assent. The Services include new products, 

product changes, upgrades, support and other services. Customer may only receive the Services 

if the Customer is a Service subscriber in good standing with a valid, authorized payment method 

on file with BESPOKE. Customer understands that it must obtain its own Internet connection in 

order to use the Services. BESPOKE does not control your Internet access or the quality of your 

Internet connection. BESPOKE IS NOT RESPONSIBLE FOR ANY THIRD PARTY 

PRODUCTS OR SERVICES, OR FOR PROBLEMS IN THE SERVICES CAUSED BY THE 

CUSTOMERS INTERNET CONNECTION OR THIRD PARTY PRODUCTS OR SERVICES 

NOR WILL WE CONTACT ANY OF THESE PROVIDERS ON THE CUSTOMERS

BEHALF.

Unlimited calling applies only to calls made within the continental United States and Canada. 

Calls to Alaska, Hawaii and all non-Canadian international calls are subject to additional 

charges.

Additional BESPOKE Services can be purchased by users the Customer designates as 

administrators through the BESPOKE user interface or by calling BESPOKE Customer Care. 

Customer hereby authorizes those users with administrative privileges to (i) add these Services to 

your BESPOKE account and (ii) commit to pay for these Services on a recurring monthly basis. 

The Customer further authorizes BESPOKE to obtain payment of the then-current statement 

balance from the Customer each month from the credit card account provided by the Customer.

The Customer may designate one or more users to be an account administrator with full 

administrative control of the account from the BESPOKE user interface. The primary 

administrator for the account is known as the “Superuser.” Upon creation of the account, the 

individual assigned to be the Superuser is the individual who entered into an agreement with 

BESPOKE through the online sign-up process or, if the agreement was not entered into online, 

the individual’s whose name is identified on the BESPOKE quote sheet. The Superuser: (i) has 

the ability to make any changes to the account (e.g., service additions, service deletions, 

assignment of users, account cancellations, updates to credit cards, etc.); and (ii) is the authorized 

individual on the account with respect to porting of your telephone numbers to a carrier other 

than BESPOKE. The Superuser may assign one or more additional administrators on the account 

and may re-assign “Superuser” status to another user. In the event that the Customer wishes to 

re-assign the Superuser designation on the account and the Superuser is unable to make the 

change, BESPOKE will require that the Customer submit an email from the Superuser’s email 

address which is on file with BESPOKE or otherwise provide a written request via facsimile, on 

the Customer’s letterhead and executed by an officer or owner of the company.

Administrators on the account have the ability to make changes to the account (e.g., service 

additions, service deletions, assignment of users, updates to credit cards, etc.) but may not (i) 

authorize an account cancellation, (ii) designate himself or herself as the Superuser, or (iii) 

designate any other user as an administrator.

Should the Customer wish BESPOKE to provide information on the account with respect to a 

customer service record or actual call log details (other than through the user interface), such 

request may be made by the Superuser or any administrator on the account, but information 

provided by BESPOKE will only be transmitted to the email address on file for the Superuser.

The Superuser or any other administrator may designate the “Company Contact” for the account. 

The Company Contact is the individual who will receive all messages from BESPOKE 

concerning matters of general relevance to the account (notices of updates to the account, billing 

notices, maintenance alerts, etc.), which such notices are typically provided through electronic 

mail. BESPOKE will initially assign the Superuser to be the Company Contact.

1. PAYMENT & SERVICES.

1.1 Automatic Monthly Billing.

The Services are provided on a monthly basis, with an automatic monthly renewal unless the 

Customer provides BESPOKE with seventy-two (72) hours’ written notice of cancellation prior 

to a scheduled billing date in accordance with the requirements of Section 2 below. The 

Customer agrees to pay BESPOKE the recurring monthly service charges, set-up charges and 

usage charges, if applicable, for the use of the Services plus any applicable taxes as set forth in 

Section 1.4 below.

1.2 Payment Processing.

The Customer agrees to provide BESPOKE with a valid email address and a valid payment 

method. The Customer must advise BESPOKE immediately if the email address changes and/or 

payment method changes or expires. Failure to comply may result in the immediate termination 

of Services. The Customer authorizes BESPOKE to automatically bill the credit card provided, 

until cancellation of the Services in accordance with the requirements of Section 2 below. The 

Customer agrees that BESPOKE may receive updated information about the account from the 

financial institution issuing the Customer’s credit card. Under certain circumstances a Customer 

may make payments by check. Customers will be charged a $15 per month processing fee and 

will be required to maintain a non-interest bearing deposit, to be held on account, in the amount 

of one month’s total billings. This deposit will be adjusted as service levels increase or decline 

and will be refunded, less any past due balance, if the Customer cancels the account.

1.3 Fee Payments & Late Charges.

Except for usage based fees, all fees are due in advance on the first day of each billing period. 

All usage based charges (including charges for calls to Alaska, Hawaii and international calls) 

and any other non-recurring charges are due and payable in arrears on the first day of each 

billing period following the month they were incurred. The Customer agrees to pay for all 

equipment and set up fees at the time the Services are requested. The Customer agrees to pay for 

the first month of Services upon the request for such Services. All payments, including payments 

paid in advance, are completely non-refundable. Failure to pay in full will result in immediate 

account suspension and BESPOKE shall have no liability for such suspension under any 

circumstances. Accounts will be reactivated, at BESPOKE’s sole discretion, only when the 

account balance is paid in full and a $25 reconnect fee is paid. BESPOKE will assess an 

additional 1.5% (or the highest amount allowed by law, whichever is higher) per month late 

charge if the payment is more than 30 days past due. BESPOKE may modify the Service fees at 

any time, but will provide at least thirty (30) days advance notice by postal mail, email or by 

publishing the new Service fees on the BESPOKE website. Should the Customer elect to make a 

payment to BESPOKE by wire transfer, an additional charge of $10 shall apply. In the event that 

the Customer present a check to BESPOKE for payment that is returned by the Customer’s bank 

for non-sufficient funds, the Customer shall pay a processing fee of $25. The Customer is 

responsible and liable for any fees, including attorney and collection fees, that BESPOKE may 

incur in its efforts to collect any remaining balances due. The Customer also agrees to be billed 

for and will pay any outstanding balances if the Services are cancelled.

During any period of suspension for non-payment, Services will be unavailable until the account 

balance is paid in full. In the event that BESPOKE is providing data backup service, call 

recording service, or any other service for which BESPOKE is collecting or providing data, to 

the Customer during a period of suspension, those Services will be unable to backup new data or 

record calls and the Customer will be unable to access any data or recordings that have 

previously been stored by BESPOKE.

Notwithstanding the foregoing, in the event that the Customers’ use of the Services involves 

usage-based charges that in BESPOKE’s opinion are substantial, BESPOKE may, in its sole 

discretion, process charges against the Customer’s payment method prior to the regular monthly 

billing cycle date and/or require a non-interest bearing deposit to secure the payment obligations 

under this Agreement. In the event that BESPOKE requires a deposit, the deposit will be in an 

amount determined by BESPOKE to be equal to the forecasted monthly usage charges. All 

deposits must be paid via a wire transfer and will be held on account during the term of this 

Agreement. This deposit may be adjusted as usage levels increase or decline and will be 

refunded, less any past due balance, if the account is cancelled. BESPOKE may suspend the 

Service at any time pending receipt of the required deposit.

1.4 Taxes.

Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, 

state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by 

the Customer and will be added to any amounts otherwise charged unless the Customer provides

BESPOKE with an appropriate exemption certificate. If any amounts paid for the Services are 

refunded by BESPOKE, applicable taxes may not be refundable.

1.5 Invoice Discrepancies & Currency Conversion.

Bespoke will deliver all invoices through email only. The Customer agrees to notify BESPOKE 

about any billing problems or discrepancies within 30 days after they first appear on the account 

statement. If the Customer does not bring them to BESPOKE`s attention within 30 days, the 

Customer agrees to waive its right to dispute such problems or discrepancies. All transactions are 

charged in U.S. dollars (USD). All charges will be converted from USD to the Customer’s

currency by your credit card company when they process the transaction. BESPOKE cannot be 

held responsible for any adverse currency fluctuations.

1.6 Release of Numbers.

The Customer acknowledges that in the event of any account termination or cancellation, all 

telephone numbers associated with the account are released and may not be available upon 

reactivation. Similarly, the cancellation of individual services which have associated telephone 

numbers will result in the release of such numbers. The Customer acknowledges that it is its

responsibility to work with a third party provider to port out those numbers prior to termination 

or cancellation of the account or termination of services.

1.7 Regulatory Recovery Fee.

A Regulatory Recovery Fee for every phone number assigned to the account will be charged 

monthly to offset costs incurred by BESPOKE in complying with inquiries and obligations 

imposed by federal, state and municipal regulatory bodies/governments and the related legal and 

billing expenses. This fee is not a tax or charge required or assessed by any government. The 

Regulatory Recovery Fee will apply to every phone number assigned, including toll free and 

virtual numbers.

1.8 Unlimited Voice Services.

Unlimited voice services are provided solely for live dialog between two individuals. Unlimited 

voice services may not be used for conference calling, call forwarding, monitoring services, data 

transmissions, transmission of broadcasts, transmission of recorded material, or other 

connections which do not consist of uninterrupted live dialog between two individuals. If 

BESPOKE finds that the Customer is using an unlimited voice service offering for other than 

live dialog between two individuals, BESPOKE may, at its option, terminate the service or 

change the rate plan to one without unlimited usage components. BESPOKE will provide notice 

that it intends to take any of the above actions, and the Customer may terminate the Agreement. 

Notwithstanding the foregoing, the Customer shall be entitled to use BESPOKE conference 

calling services such as three way calling and BESPOKE-provided conference calling bridges.

1.9 Metered Usage.

There are certain calls which will incur additional usage charges, such as calls to Alaska, Hawaii 

and international calls. In addition, certain features such as call forwarding from auto attendants 

to an outside number, calls to a queue, and each line on a conference bridge will all incur charges 

at the then current rate established by BESPOKE. Metered usage is billed in full-minute 

increments, and actual usage is rounded up to the next full increment at the end of each call for 

billing purposes.

The Customer is responsible to secure all credentials used to access the Services, including 

credentials used by telephones or softphones and credentials used by end users or administrators 

to access the BESPOKE user interface, as well as the media access control (MAC) address of 

telephones used by Customer. Customer acknowledges that placing telephones on a publicly 

accessible internet protocol address or a publicly accessible network will subject the Customer to 

a higher level of risk for fraudulent activity, as will use of the Services using a network that has 

not been secured using best practice measures. Customer acknowledges that Customer bears the 

risk of loss arising from any unauthorized or fraudulent usage of the Services. BESPOKE may, 

but shall not be required, to take action to prevent or terminate any fraud or abuse in connection 

with the Services.

1.10 Ancillary Services.

List and publish and caller name identification (i.e., caller ID with name) Services are provided 

by BESPOKE are based on availability of such Services from BESPOKE’s underlying providers. 

BESPOKE does not guarantee that such Services are available for all numbers in all serving 

areas.

Each voicemail message recorded by BESPOKE shall be retained for a minimum of three (3) 

months from the date the message was recorded. BESPOKE retains the right to purge all 

voicemail messages after this minimum retention period.

Certain Services provided by BESPOKE shall be subject to separate end-user license agreements 

(“EULA”). The terms of such EULAs shall be binding upon the parties to this Agreement. If any 

such EULAs, or any provisions in such EULAs, are held to be unenforceable for any reason, the 

terms of this Agreement shall apply with respect to the supply of that Service.

BESPOKE may introduce new ancillary Services to new and existing customers. Such ancillary 

Services may sometimes be offered on a trial basis for a specified period of time during which no 

fees shall apply to Customer. In some cases, the terms of the free trial may involve an automatic 

re-enrollment at the end of the trial unless the Customer opts out of the trial and/or cancels the 

service during the term of the free trial. In no event shall BESPOKE impose service fees on 

Customer for ancillary services without providing customer the opportunity to opt-out of the trial 

and/or to cancel the ancillary Service during a no-cost trial period.

1.11 Notices from BESPOKE.

BESPOKE may provide the Customer notice under this Agreement either by written 

document, email, voice mail or by publishing the information on the BESPOKE website.

2. CANCELLATION OF SERVICES.

The Customer may cancel the Services at any time by providing BESPOKE with a notice of the

intent in writing to cancel at least 72 hours in advance by having the Superuser complete the 

cancellation intent form provided by BESPOKE upon request from the Customer. YOU MAY 

ONLY CANCEL SERVICES BY COMPLETING THIS FORM. BESPOKE WILL NOT 

ACCEPT CANCELLATION VIA TELEPHONE, EMAIL, FAX OR OTHER METHODS. 

FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS SECTION WILL 

RESULT IN ONGOING SERVICE FEES. The Customer acknowledges that the cancellation 

will be effective 72 hours after you provide notification to BESPOKE via the cancellation form.

BESPOKE will provide the Customer with email confirmation of both the request to cancel 

Services and the actual cancellation of Services. If the Customer does not receive a confirmation 

of the request to cancel after submitting the form or if the Customer does not receive a 

confirmation of Service cancellation, the Customer must notify BESPOKE by sending an email 

to billing@bspkcom.com or contacting BESPOKE Customer Care by telephone. The Customer

will not receive any refund or partial refund or any credits for any charges already billed to the 

account. In the event the Customer signed up for a minimum commitment period, it will be 

responsible for all charges for the entire minimum commitment period, all such fees will 

immediately accelerate and the Customer authorizes BESPOKE to immediately bill all these fees 

to the payment method provided. The Customer understands and agrees that cancellation of the

subscription is its sole right and remedy with respect to any dispute with BESPOKE. This 

includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this 

Agreement or BESPOKE`s enforcement or application of this Agreement; (2) any policy or 

practice of BESPOKE, including any BESPOKE Privacy Policy, or BESPOKE`s enforcement or 

application of these policies; (3) the amount or type of fees, applicable taxes, billing methods, or 

any change to the fees, applicable taxes, or billing methods.

In the event that you subscribe to ancillary services provided by BESPOKE, your election to 

cancel telephone service with BESPOKE shall also cancel such ancillary Services. In the event 

that BESPOKE is providing data backup, voicemail recording, call recording, or other such 

ancillary service, all of the data, including all recordings, will be deleted on or after the date that 

the Services are cancelled, without further notice. In the event that the Customer cancels an end 

user account within the online Web user interface (located at https://www.bspkcom.com), the 

user data associated with such account on the ancillary service will be automatically deleted.

The Customer may also cancel individual Services on the account at any time by contacting 

BESPOKE Customer Care during normal business hours. The Customer acknowledges that the 

cancellation will be effective on the date specified but in no event earlier than 72 hours after the 

Customer provides the notification to BESPOKE. The Customer will not receive any refund or 

partial refund or any credits for any charges already billed to the account. In the event the 

Customer signed up for a minimum commitment period for the Services to be cancelled, the 

Customer will be responsible for all charges for the entire minimum commitment period, all such 

fees will immediately accelerate and the Customer authorizes BESPOKE to immediately bill all 

these fees to the payment method provided.

3. BESPOKE’S RIGHT TO TERMINATE OR MODIFY SERVICES.

BESPOKE may modify the terms of this Agreement or the Services, including but not limited to 

the price, content or nature of the Services, upon notice to the Customer. The Customers

continued use of the Services constitutes its agreement to those modified terms of this 

Agreement and acknowledges that BESPOKE would not agree to provide the Services without 

that assent. In the event BESPOKE modifies the Agreement or the Services, the Customer may 

terminate the Services as provided in Section 2, above. BESPOKE may terminate this 

Agreement and any Services at any time upon notice to the Customer, provided that in the event 

the Customer has not violated any term of this Agreement, the Customer will be entitled to 

receive the Services for any period for which was already paid, or a pro-rata refund at 

BESPOKE`s sole discretion. This Agreement will automatically terminate if the Customer fails

to comply with any term. No refund will be provided in the event that the Customer has violated 

any term of this Agreement. No notice shall be required from BESPOKE to effect such 

termination. Upon any termination of this Agreement (whether by Customer or BESPOKE), the 

Customer shall immediately discontinue use of the Services. The Customer’s obligation to pay 

accrued charges and fees shall survive any termination of this Agreement.

In the event that BESPOKE terminates this Agreement, the Services, or any ancillary Services, 

all of the data, including all recordings, will be deleted on or after the data that BESPOKE 

cancels such services, without further notice.

4. SERVICE USE RESTRICTIONS.

4.1 Compliance with Laws.

The Customer agrees that it shall only use the Services in a manner that complies with all 

applicable laws in the jurisdictions in which it uses the Services, including, but not limited to, 

applicable restrictions concerning copyright and other intellectual property rights and restrictions 

concerning call recording, call monitoring, call interception and/or direct marketing or 

telemarketing. BESPOKE may provide the Customer with guidelines regarding compliance with 

applicable regulation(s); however, the Customer is solely responsible for ensuring that its use of 

the Services is in compliance with such regulations. The Customer may only use the Services for 

its own use. The Customer may not use the Services in any way to provide, or as part of, any 

commercial service or application or in any way interfere with the users, services or equipment 

of the network. The Customer may not attempt to, in conjunction with any device, software 

program or service, circumvent technological measures employed to control access to the 

Service. In addition to any other remedies available in equity or law to BESPOKE, failure to 

comply with any of the terms and conditions in this Section 4 (Service Use Restrictions) shall 

result in immediate termination of the Services.

4.2 Fair Use.

Reasonable uses of the Services in connection with the terms of this Agreement are permitted by 

BESPOKE. Certain uses that cause extreme network capacity issues and interference with the 

network are prohibited. Any use of the Services or any other action that causes a disruption in the 

network integrity of BESPOKE services or its vendors, whether directly or indirectly, is strictly 

prohibited and could result in termination of the Services. Examples of such prohibited uses 

include, but are not limited to, any autodialing, continuous or extensive call forwarding, 

continuous connectivity, constant dialing, iterative dialing, fax broadcast, fax blasting, 

telemarketing or any other activity that would be inconsistent with small business usage. The 

Customer agrees that it will NOT use the Services in ways that violate laws, infringe the rights of 

others, or interfere with the users, services, or equipment of the Services. The Customer agrees 

and represent that it is purchasing the Services and/or the equipment for its own internal use 

only, and shall not resell, transfer or make a charge for the Services or the equipment without the 

advance express written permission of BESPOKE.

BESPOKE reserves the right to review usage of unlimited minute usage plans to ensure that the 

Customer is not abusing such plans. The Customer agrees to use unlimited minute plans for 

normal voice or fax calls and will not employ methods or devices to take advantage of unlimited 

plans by using the voice or fax services excessively or for means not intended by BESPOKE. 

BESPOKE may terminate service immediately if it determines, in its sole discretion, the 

Customer is abusing the unlimited minute plan.

For purposes of this policy and the Service plan, “unlimited usage” means the combined number 

of inbound and outbound voice minutes and fax pages, but excluding all advertising and 

informational messages sent directly by BESPOKE, as determined by BESPOKE in its sole 

discretion. BESPOKE reserves the right to at any time to enforce this policy in accordance with 

its terms. The Customer agrees that its level of usage of BESPOKE’S unlimited service plans 

will be comparable to that of the average small business customer utilizing such plans. 

BESPOKE deems usage that substantially exceeds the average volume of its other unlimited 

usage plan customers as abusive. The Customer agrees that BESPOKE has the right to terminate 

Services or charge the Customer additional fees if its usage is considered abusive in the sole 

discretion of BESPOKE.

If it is determined that the Customers usage is abusive, the Customer agrees to pay a per minute 

or per page fee of use in excess of those levels AT THE THEN-CURRENT RATE 

ESTABLISHED BY BESPOKE, which is currently $.04 per minute and/or $.04 per facsimile 

page and, at BESPOKE’s sole option, the Customers services will be immediately terminated. 

THIS OVERAGE FEE APPLIES TO ALL PLANS INCLUDING THE UNLIMITED PLANS.

5. PERSONAL INFORMATION AND PRIVACY.

BESPOKE utilizes the public Internet and third party networks to provide voice and data 

services. Accordingly, BESPOKE cannot guarantee the security of the voice and data 

communications. BESPOKE is committed to respecting privacy. If the Customer chooses to 

provide personal information, it will only be used in the context of its relationship with 

BESPOKE. BESPOKE will not sell, rent, or lease your personal information to others. Unless 

required by law, subpoena, court order, warrant or other valid government request, BESPOKE 

will only share the personal information provided with other BESPOKE entities and/or business 

partners that are acting on BESPOKE’s behalf to perform the activities described herein and in 

accordance with the BESPOKE Privacy Policy, located at www.bspkcom.com/privacy. Such 

BESPOKE entities and/or national or international business partners are subject to BESPOKE’s 

Privacy Policy with respect to the use of this data. Upon the appropriate request of a government 

agency, law enforcement agency, court or as otherwise required by law, BESPOKE may disclose 

personally identifiable information.

6. E-MAIL NOTIFICATION.

BESPOKE may need to inform the Customer of new services, updates, policy changes or 

products; BESPOKE may send the Customer and its employees emails describing the latest 

Services, how to access the Services and changes to the Services. The Customer agrees that as a 

Service subscriber, BESPOKE may send such emails to the addresses provided. Because these 

emails are necessary for to receive the Services, the Customer will receive these emails even if it 

has opted out of receiving other email from BESPOKE. If the Customer does not want to receive 

these emails, it may cancel the Service at any time as provided in this Agreement.

7. PORTED TELEPHONE NUMBERS ON SERVICE DISCONNECTION.

7.1 Single line Accounts.

The Customer may be able to take, or “port,” its current telephone number(s) to another service 

provider. The Customer will remain responsible for all charges and fees until it notifies 

BESPOKE of its election to cancel services in accordance with Section 2. Until it notifies 

BESPOKE of its intention to cancel, the Service and this Agreement will not terminate. The 

Customer will continue to be responsible for all charges and fees associated with the BESPOKE 

Service. The Customer will not receive any refund or partial refund or any credits for any

charges already billed to its account.

7.2 Multiple-line Accounts.

If the Customer requests a new service provider port a number from BESPOKE and it has

multiple numbers assigned to the account and/or additional equipment on its account, the 

Customer is required to inform BESPOKE of its intent to terminate the specific affected Services 

on the account or BESPOKE will continue to bill for such Services. The Customer will continue 

to be responsible for all the charges and fees associated with the remaining Services on its 

BESPOKE account. The Customer will not receive any refund or partial refund or any credits for 

any charges already billed to its account.

Telephone numbers assigned by BESPOKE for BESPOKE’s facsimile service cannot be ported 

to a new service provider. BESPOKE will use commercially reasonable efforts to facilitate a port 

of a facsimile number which was ported on the Customer’s behalf to BESPOKE by another 

service provider and the Customer will be required to pay a porting fee to BESPOKE of $100 per 

number.

7.3 Request for BESPOKE to Port numbers.

If the Customer requests that BESPOKE port a number from an existing service provider to 

BESPOKE, BESPOKE will use commercially reasonable efforts to assist the Customer in 

porting that number. The Customer acknowledges that service providers require verification of 

identity, as well as authorization and other reasonable information in order to port any numbers 

to BESPOKE. The Customer must correctly complete a letter of authorization, provide 

BESPOKE with a copy of its most recent bill from such service provider, as well as provide 

BESPOKE with any other information required by such service provider to port the number. 

Failure to provide any information requested by BESPOKE or the third party service provider 

will delay the porting of the number to BESPOKE. BESPOKE shall not be responsible for any 

delay in the port of a number and will not provide credit for any such delays.

In some cases, BESPOKE may permit the Customer to submit documentation required to port 

numbers using a web-enabled user interface. The Customer has the ability to obtain a printed 

copy of all porting documentation at no cost to the Customer from the interface or by contacting 

BESPOKE Customer Care. BESPOKE will provide copies of the forms by facsimile or email. 

No additional software or hardware is required. The Customer may withdraw its consent to 

submit the porting request electronically by contacting BESPOKE Customer Care prior to our 

submitting the porting request to the BESPOKE partner. The Customer’s consent to electronic 

submission applies only to the specific porting request you submit through web-enabled 

interface.

8. DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY.

THE SERVICES ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND. TO THE 

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BESPOKE FURTHER 

DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED 

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, 

AND NONINFRINGEMENT. THE CUSTOMER ASSUMES THE ENTIRE RISK ARISING 

OUT OF THE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY 

APPLICABLE LAW, IN NO EVENT SHALL BESPOKE OR ITS SUPPLIERS BE LIABLE 

FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, 

OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, 

DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, 

COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY 

LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE 

THE SERVICES EVEN IF BESPOKE HAS BEEN ADVISED OF THE POSSIBILITY OF 

SUCH DAMAGES. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY 

DISPUTE WITH BESPOKE RELATED TO THIS AGREEMENT OR THE 

SERVICES/CONTENT SHALL BE CANCELLATION OF THE SERVICES. IN THE EVENT 

A COURT AWARDS DIRECT DAMAGES DESPITE THE FOREGOING, SUCH DAMAGES 

SHALL NOT EXCEED THE LESSER OF $250.00 OR THE AMOUNT YOU PAID TO 

BESPOKE WITHIN THE LAST SIX MONTHS. BECAUSE SOME 

STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF 

LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE

LIMITATION MAY NOT APPLY TO THE CUSTOMER. BESPOKE DOES NOT ENDORSE, 

WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH 

BESPOKE.

9. INDEMNIFICATION.

The Customer agrees to hold harmless, indemnify and defend BESPOKE, its officers, directors,

employees, and suppliers from and against any losses, damages, fines and expenses (including 

attorneys’ fees and costs) arising out of or relating to any claim that it has violated any term of 

this Agreement, including, without limitation, the requirements set forth in Section 4.1 of this 

Agreement.

10. NO ASSIGNMENT.

This Agreement is personal to the Customer (or the company which you represent), and may not 

be assigned without BESPOKE`s express written consent. If the Customer is agreeing on behalf 

of a company, the Customer represents that it is authorized to bind the company under this 

Agreement.

11. OTHER IMPORTANT PROVISIONS.

11.1 Dispute Resolution.

Purpose. If the Customer has a Dispute (as defined below) with BESPOKE that cannot be 

resolved through an informal dispute resolution with BESPOKE, the Customer or BESPOKE 

may elect to arbitrate that Dispute in accordance with the terms of this Dispute Resolution 

provision rather than litigate the Dispute in court. Arbitration means the Customer will have a 

fair hearing before a neutral arbitrator instead of in a court by a judge or jury.

Definitions. The term “Dispute” means any dispute, claim, or controversy between the Customer

and BESPOKE regarding any aspect of its relationship with BESPOKE, whether based in 

contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, 

misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other 

legal or equitable theory, and includes the validity, enforceability or scope of this Dispute 

Resolution provision (with the exception of the enforceability of the class action waiver clause 

provided in this paragraph). “Dispute” is to be given the broadest possible meaning that will be 

enforced. As used in this Dispute Resolution provision, “BESPOKE” means Bespoke 

Communications, LLC., and its parents, subsidiaries and affiliated companies and each of their 

respective officers, directors, employees and agents.

Initiation of Arbitration Proceeding/Selection of Arbitrator. If the Customer or BESPOKE 

elect to resolve your Dispute through arbitration pursuant to this Dispute Resolution provision, 

the party initiating the arbitration proceeding may initiate the arbitration proceeding with 

American Arbitration Association (“AAA”), 335 Madison Ave., Floor 10, New York, NY 

10017-4605, 1-800-778-7879, www.adr.org under the Commercial Arbitration Rules of the 

AAA.

Arbitration Procedures. Because the Service(s) provided to the Customer by BESPOKE 

concerns interstate commerce, the Federal Arbitration Act (“FAA”), not state arbitration law, 

shall govern the arbitrability of all Disputes. However, applicable federal law or the law of the 

state where the Customer receive the service from BESPOKE may apply to and govern the 

substance of any Disputes. Any state statutes pertaining to arbitration shall not be applicable 

under this Dispute Resolution provision.

If there is a conflict between this Dispute Resolution provision and the rules of the arbitration 

organization chosen, this Dispute Resolution provision shall govern. If the arbitration 

organization that the Customer selects will not enforce this Dispute Resolution provision as 

written, it cannot serve as the arbitration organization to resolve its dispute with BESPOKE. If 

this situation arises, the parties shall agree on a substitute arbitration organization. If the parties 

are unable to agree, the parties shall mutually petition a court of appropriate jurisdiction to 

appoint an arbitration organization that will enforce this Dispute Resolution provision as written. 

If there is a conflict between this Dispute Resolution provision and the rest of this Agreement, 

this Dispute Resolution provision shall govern.

A single arbitrator will resolve the Dispute. The Customer should know that participating in 

arbitration may result in limited discovery depending on the rules of the arbitration organization 

that is chosen to resolve the Dispute. The arbitrator will honor claims of privilege recognized by 

law and will take reasonable steps to protect customer account information and other confidential 

or proprietary information.

The arbitrator will make any award in writing but need not provide a statement of reasons unless 

requested by a party. An award rendered by the arbitrator may be entered in any court having 

jurisdiction over the parties for purposes of enforcement.

If an award granted by the arbitrator exceeds $75,000, either party can appeal that award to a 

three-arbitrator panel administered by the same arbitration organization by a written notice of 

appeal filed within thirty (30) days from the date of entry of the written arbitration award. The 

members of the three-arbitrator panel will be selected according to the rules of the arbitration 

organization. The arbitration organization will then notify the other party that the award has been 

appealed. The three-arbitrator panel will issue its decision within one hundred and twenty (120) 

days of the date of the appealing party’s notice of appeal. The decision of the three-arbitrator 

panel shall be final and binding, except for any appellate right which exists under the FAA.

Restrictions: THE CUSTOMER MUST CONTACT BESPOKE WITHIN THREE (3) 

MONTHS OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING 

RISE TO A DISPUTE, OR THE CUSTOMER WAIVES THE RIGHT TO PURSUE ANY 

CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.

ALL PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED. THERE 

SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR 

LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES 

INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON 

BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), 

OTHER SUBSCRIBERS, OR OTHER PERSONS SIMILARLY SITUATED UNLESS THE 

STATUTE UNDER WHICH THE CUSTOMER IS SUING PROVIDES OTHERWISE.

ALL PARTIES WAIVE ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, 

EXEMPLARY, OR MULTIPLIED DAMAGES ARISING FROM OR OUT OF ANY 

DISPUTE WITH BESPOKE UNLESS THE STATUTE UNDER WHICH THEY ARE SUING 

PROVIDES OTHERWISE.

Location of Arbitration. The arbitration will take place in the City of San Diego, State of 

California.

Payment of Arbitration Fees and Costs. THE PARTY INITIATING THE ARBITRATION 

WILL ADVANCE ALL ARBITRATION FILING FEES AND ARBITRATOR’S COSTS AND 

EXPENSES. EACH PARTY IS RESPONSIBLE FOR ALL ADDITIONAL COSTS SUCH 

PARTY INCURS IN THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, 

ATTORNEYS’ OR EXPERT WITNESSES. IF THE ARBITRATION PROCEEDING IS 

DECIDED IN FAVOR OF THE PARTY INITIATING THE ARBITRATION, THE OTHER 

PARTY SHALL REIMBURSE THE FEES AND COSTS ADVANCED ONLY UP TO THE 

EXTENT AWARDABLE IN A JUDICIAL PROCEEDING. IF THE ARBITRATION 

PROCEEDING IS NOT DETERMINED IN FAVOR OF THE PARTY INITIATING THE 

ARBITRATION, THE OTHER PARTY SHALL NOT BE REQUIRED TO REIMBURSE THE 

OTHER FOR ANY OF THE FEES AND COSTS ADVANCED BY BESPOKE. IF A PARTY 

ELECTS TO APPEAL AN AWARD TO A THREE-ARBITRATOR PANEL, THE 

PREVAILING PARTY IN THE APPEAL SHALL BE ENTITLED TO RECOVER ALL 

REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THAT APPEAL. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION 

PROVISION, BESPOKE WILL PAY ALL FEES AND COSTS THAT IT IS REQUIRED BY 

LAW TO PAY.

Severability. If any clause within this Dispute Resolution provision (other than the class action 

waiver clause identified above) is found to be illegal or unenforceable, that clause will be 

severed from this Dispute Resolution provision, and the remainder of this Dispute Resolution 

provision will be given full force and effect. If the class action waiver clause is found to be 

illegal or unenforceable, the entire Dispute Resolution provision will be unenforceable, and the 

dispute will be decided by a court.

In the event this entire Dispute Resolution provision is determined to be illegal or unenforceable 

for any reason, or if a claim is brought in a Dispute that is found by a court to be excluded from 

the scope of this Dispute Resolution provision, the Customer and BESPOKE have each agreed to 

waive, to the fullest extent allowed by law, any trial by jury.

Exclusions from Arbitration. THE CUSTOMER AND BESPOKE AGREE THAT THE 

FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY DISPUTE OVER 

THE VALIDITY OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (2) ANY 

DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH 

UNAUTHORIZED USE OR RECEIPT OF A SERVICE.

Continuation. This Dispute Resolution provision shall survive the termination of your customer 

relationship with BESPOKE.

11.2 Complete Agreement.

This Agreement shall constitute the complete and exclusive agreement between us, 

notwithstanding any variance with any purchase order or other written instrument submitted by 

the Customer, whether formally rejected by BESPOKE or not. The acceptance of any purchase 

order is expressly made conditional on its consent to the terms set forth herein and any additional 

terms in its purchase order or similar document shall be null and void. The terms and conditions 

contained in this Agreement may not be modified by the Customer except in a writing duly 

signed by the Customer and an authorized representative of BESPOKE. If any provision of this 

Agreement is held to be unenforceable for any reason, such provision shall be reformed only to 

the extent necessary to make it enforceable, and such decision shall not affect the enforceability 

of such provision under other circumstances, or of the remaining provisions hereof under all 

circumstances. This Agreement will not be governed by the United Nations Convention of 

Contracts for the International Sale of Goods, the application of which is hereby expressly 

excluded. BESPOKE is not liable for editorial, pictorial, or typographical errors in this 

communication.

11.3 Equipment.

The Customer may be required to purchase telecom equipment in order to utilize the Services. 

Procuring and maintaining that equipment is its sole responsibility. BESPOKE may, at the 

Customers request, facilitate the provision of equipment from a third party supplier or resell 

certain equipment. While BESPOKE suggests and resell some equipment brands and facilitate 

the Customers purchase of some equipment as an accommodation, the original equipment 

manufacturer and not BESPOKE shall be responsible for any equipment defects, if applicable. 

BESPOKE will pass through all original equipment manufacturer warranties for the equipment 

to the Customer. BESPOKE shall have no liability to the Customer of any nature regarding such 

equipment. Please check the equipment provider’s website for warranty, return rules and other 

terms and conditions applicable to such third party equipment supplier. Equipment may not be 

returned to BESPOKE for any reason. ALL EQUIPMENT SALES ARE FINAL. Equipment 

may be returned to the manufacturer solely in the event of a defect which arises within the 

applicable warranty period, provided the Customer comply with the terms of this Section and the 

manufacturer’s Return Materials Authorization (“RMA”) policy. Prior to returning the 

equipment, the Customer must contact BESPOKE so that BESPOKE may determine whether a 

defect exists and to receive an RMA number, which is required along with the return. The 

Customer must ship the equipment to the manufacturer at the address provided by BESPOKE in 

accordance with all RMA procedures. The Customer has 10 days after receipt of an RMA to ship 

the equipment back to the manufacturer at the address provided. The Customer must pay all 

shipping fees. Once the manufacturer has received the equipment, the original equipment 

manufacturer will deal with the equipment under its applicable warranty policy.

12. EMERGENCY SERVICES- 911 DIALING & NON-VOICE SYSTEMS.

12.1 Non-Availability of Traditional 911 or E911 Dialing Service.

The Customer acknowledges and understands that the Service does NOT support traditional 911 

or E911 access to emergency services. BESPOKE does offer a limited 911-type service and that 

service is different in a number of important ways (some, but not necessarily all, of which are 

described in this Agreement) from traditional 911 service. The Customer agrees to inform any 

household residents, guests and other third persons who may be present at the physical location 

where The Customer utilizes the Service of the non-availability of traditional 911 or E911 

dialing from its BESPOKE Service and equipment.

12.2 Description of 911-Type Dialing Capabilities – Activation Required.

BESPOKE does offer a 911-type dialing service in certain areas within the U.S. (but may not 

offer such service in certain areas of the U.S. or non-U.S. locations) that is different in a number 

of important ways from traditional 911 services. Unless The Customer makes changes within the 

BESPOKE online web user interface (located at https://www.bspkcom.com), when The 

Customer dials 911, the call is routed from the BESPOKE network to the Public Safety 

Answering Point (PSAP) or local emergency service personnel designated for the address that is

listed at the time of activation. The Customer acknowledges and understands that when it dial 

911 from its equipment it is intended that The Customer will be routed to the general telephone 

number for the PSAP or local emergency service provider (which may not be answered outside 

business hours), and may not be routed to the 911 dispatcher(s) who are specifically designated 

to receive incoming 911 calls using traditional 911 dialing. The Customer acknowledges and 

understands that its 911 call may not be routed to a PSAP but instead may be routed to a central 

call center where it will have to provide its location. BESPOKE relies on third parties for the 

forwarding of information underlying such routing, and accordingly BESPOKE and its third 

party provider(s) disclaim any and all liability or responsibility in the event such information or 

routing is incorrect. As described herein, this 911-type dialing currently is NOT the same as 

traditional 911 or E911 dialing, and at this time, does not necessarily include all of the 

capabilities of traditional 911 dialing. Neither BESPOKE nor its officers or employees may be 

held liable for any claim, damage, or loss, and The Customer hereby waive any and all such 

claims or causes of action, arising from or relating to 911 dialing. The Customer agrees to 

indemnify and hold harmless BESPOKE and its third party provider from any claim or action 

arising out of misroutes of 911 calls, including but not limited to its failure to follow correct 

activation procedures for 911 calling or its provision to BESPOKE of incorrect information in 

connection therewith.

As described above, all calls dialed by handset extensions included in your account with 

BESPOKE will be routed from the BESPOKE network to the PSAP or local emergency service 

personnel designated for the address that The Customer listed at the time of activation. In the 

event that the equipment is used in multiple locations, or in the event that one or more items of 

equipment are used in multiple locations, end users designated as administrators on the account 

may, at The Customer’s option, create additional service locations and associate its equipment to 

specific locations for the purposes of routing calls to the local PSAPs for such locations. 

Individual end users may assign and re-assign their current location on an as-needed basis. Those 

updates can be made within the BESPOKE online web user interface (located at 

https://www.bspkcom.com). It is The Customer’s sole responsibility to make these changes and 

to ensure that all household residents, guests and other third persons who may be present at the 

physical location(s) where it uses the Service are aware of this option.

12.3 Service Outage.

12.3.1 Power Failure or Disruption.

The Customer acknowledges and understands that 911 dialing does not function in the event of a 

power failure or disruption. Should there be an interruption in the power supply, the Service and 

911 dialing will not function until power is restored. A power failure or disruption may require 

The Customer to reset or reconfigure equipment prior to utilizing the Service or 911 dialing.

12.3.2 Broadband Service / ISP Outage or Termination / Suspension or Termination by 

BESPOKE.

The Customer acknowledges and understands that service outages or suspension or termination 

of service by its broadband provider and/or ISP or by BESPOKE will prevent ALL Service 

including 911 dialing.

12.3.3 Service Outage Due to Suspension of Your Account.

The Customer acknowledges and understands that service outages due to suspension of its

account as a result of billing issues will prevent ALL Service, including 911 dialing.

12.3.4 Other Service Outages.

The Customer acknowledges and understands that if there is a service outage for ANY reason, 

such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a 

variety of reasons, including, but not limited to those reasons described elsewhere in this 

Agreement.

12.3.5 Limitation of Liability and Indemnification.

The Customer acknowledges and understands that BESPOKE’s liability is limited for any 

Service outage and/or inability to dial 911 from The Customers line or to access emergency 

service personnel, as set forth in this document. The Customer agrees to defend, indemnify, and 

hold harmless BESPOKE, its officers, directors, employees, affiliates and agents and any other 

service provider who furnishes services to The Customer in connection with this Agreement or 

the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses 

(including, without limitation, reasonable attorneys’ fees) by, or on behalf of, The Customer or 

any third party or user of its Service relating to the absence, failure or outage of the Service, 

including 911 dialing and/or inability of The Customer or any third person or party or user of its

Service to be able to dial 911 or to access emergency service personnel.

12.4 Failure to Designate the Correct Physical Address When Activating 911 Dialing.

Failure to provide the current and correct physical address(es) and location(s) of The Customer’s

equipment will result in any 911 communications the Customer may make being routed to the 

incorrect local emergency service provider. This must be the actual physical street address where 

the equipment is located, not a post office box, mail drop or similar address.

12.5 Requires Notification if You Change Your Number or Add or Port New Numbers.

The Customer acknowledges and understands that 911 dialing does not function if it changes its

phone number or (for such newly added or ported numbers) if The Customer adds or ports new 

numbers to its account, unless and until The Customer has successfully notified BESPOKE of 

the correct address for it changed, newly added or newly ported number.

12.6 Requires Notification if You Move or Change Location.

The Customer acknowledges and understands that 911 dialing does not function properly or at all 

if The Customer moves or otherwise changes the physical location of its equipment to a different 

street address, unless and until The Customer has successfully notified BESPOKE of such 

change in location and the correct address or made appropriate updates on the BESPOKE online 

web user interface (located at https://www.bspkcom.com). Failure to provide the current and 

correct physical address(es) and location(s) of The Customer’s equipment will result in any 911 

dialing The Customer may make being routed to the incorrect local emergency service provider.

12.7 Possibility of Network Congestion and/or Reduced Speed for

Routing or Answering 911.

Due to the technical constraints on the manner in which it is possible to provide the 911 dialing 

feature for the Services at this time, The Customer acknowledges and understands that there is a 

greater possibility of network congestion and/or reduced speed in the routing of a 911 

communication made utilizing its equipment as compared to traditional 911 dialing over 

traditional public telephone networks. The Customer acknowledges and understands that 911 

dialing from its equipment will be routed to the general telephone number for the local 

emergency service provider (which may not be answered outside business hours), and will not be 

routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls at 

such local provider’s facilities when such calls are routed using traditional 911 dialing. The 

Customer acknowledges and understands that there may be a greater possibility that the general 

telephone number for the local emergency service provider will produce a busy signal or will 

take longer to answer, as compared to those 911 calls routed to the 911 dispatcher(s) who are 

specifically designated to receive incoming 911 calls using traditional 911 dialing. The Customer

acknowledges and accepts that BESPOKE relies on third parties for the forwarding of 

information underlying such routing, and accordingly BESPOKE and its third party provider(s) 

disclaim any and all liability or responsibility in the event such information or routing is 

incorrect. BESPOKE or its officers or employees, may not be held liable for any claim, damage, 

or loss, and The Customer hereby waives any and all such claims or causes of action, arising 

from or relating to 911 dialing unless it is proven that the act or omission proximately causing 

the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct 

on the part of BESPOKE.

12.8 Automated Number Identification.

At this time in the technical development of BESPOKE 911 dialing, it may or may not be 

possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to 

identify The Customer’s phone number when it dials 911. BESPOKE’s system is configured in 

most instances to send the automated number identification information; however, one or more 

telephone companies, not BESPOKE, route the traffic to the PSAP and the PSAP itself must be 

able to receive the information and pass it along properly, and PSAPs are not yet always 

technically capable of doing so. The Customer acknowledges and understands that PSAP and 

emergency personnel may or may not be able to identify its phone number in order to call The 

Customer back if the call is unable to be completed, is dropped or disconnected, or if The 

Customer is unable to speak to tell them its phone number and/or if the Service is not operational 

for any reason, including without limitation those listed elsewhere in this Agreement.

12.9 Automated Location Identification.

At this time in the technical development of BESPOKE 911 Dialing, it is not possible to transmit 

identification of the address that The Customer has listed to the Public Safety Answering Point 

(PSAP) and local emergency personnel for The Customer’s area when it dial 911. The Customer

acknowledges and understands that it will need to state the nature of the emergency promptly 

and clearly, including the location, as PSAP and emergency personnel will NOT have this 

information. The Customer acknowledges and understands that PSAP and emergency personnel 

will not be able to find the location if the call is unable to be completed, is dropped or 

disconnected, if The Customer is unable to speak to tell them the location and/or if the Service is 

not operational for any reason, including without limitation those listed elsewhere in this 

Agreement.

12.10 Alternative 911 Arrangements.

The Customer acknowledges that BESPOKE does not offer primary line or lifeline services. The 

Customer should always have an alternative means of accessing traditional E911 services.

The Customer acknowledges that the equipment and Services do not support 911 emergency 

dialing or other emergency functions. The Customer agrees to notify any user of the Services, 

who may place calls using the phone services, of the 911 limitations. BESPOKE advises The 

Customer to maintain an alternative means of accessing traditional 911 services such as 

traditional telephones and cellular phones.

12.11 Non-Voice Systems.

The Customer acknowledges that the Services are not set up to function without dialing systems 

including home security systems, medical monitoring equipment, satellite television systems and 

some facsimile systems. The Customer has no claim against BESPOKE for interruption or 

disruption of such systems by the Services.

12.12 Force Majeure.

BESPOKE is not responsible or liable to The Customer for its failure to perform any of its 

obligations contributed to by causes or circumstances beyond its reasonable control including, 

without limitation, Internet outages, communications and cable outages, failure of third party 

services or products that interface or interact with the Services, labor strikes, lockouts, supply 

shortages, earthquake, fire, flood, war, act of God, criminal acts (e.g. computer hacking that 

circumvents reasonable security measures), bankruptcy of merchants or licensees, or any acts of 

governmental bodies or authorities.

12.13 ELECTRONIC RECORDING
Customer acknowledges that there are federal and state laws governing the electronic recording of telephone conversations and that

Bespoke is not liable for any illegal use of the Services. It is Customer’s responsibility to determine and comply in full with its own

compliance obligations. No Services or products offered by Bespoke are represented or warranted to comply with electronic recording

laws. Customer agrees that Bespoke may, in its sole discretion, record any call between Customer and Bespoke Business for Bespoke

Business quality control purposes.

13. CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS

As a convenience and courtesy to The Customer, BESPOKE provides access to its Services 

online which may require The Customer to enter into agreements or receive notices 

electronically. Accordingly, The Customer acknowledges and agrees that by clicking “I Agree” 

or “I Accept” anywhere on a BESPOKE website:

13.1 The Customer agrees to conduct electronically the particular transaction into which The 

Customer thereby enters including, without limitation, entering into this Agreement;

13.2 The Customer has read and understand the electronic copy of electronic contracts, notices 

and records, including, without limitation, this Agreement, and any policies and any amendments 

hereto or thereto;

13.3 The Customer agrees to, and intends to be bound by, the terms of the particular transaction 

into which you thereby enter;

13.4 The Customer is capable of printing or storing a copy of electronic records of transactions 

into which The Customer enters including, without limitation, this Agreement and any 

amendments hereto; and,

13.5 The Customer agrees to receive electronically information about the Services and other 

electronic records into which The Customer thereby enter including, without limitation, this 

Agreement

14. VENUE/GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of 

California without regard to conflicts-of-laws principles. By using the Services, The Customer

hereby agrees that the exclusive jurisdiction for any and all disputes regarding these Terms shall 

lie in the federal, state, and local courts of San Diego, California.



Bespoke Service Level Agreement

This Service Level Agreement (SLA) is incorporated into and made a part of the Service Agreement and Master Services Agreement (MSA) between Customer and Bespoke Communications, LLC (Bespoke).

  1. Services - The Service Level Agreement (SLA) is effective on the activation date of services when billing begins. The goals associated with service Availability, SLA’s set forth below are measured using monthly averages of the Bespoke Network.

  2. Availability - The Service Availability Goal for Bespoke Service is 99.999%. Service availability is based on “Bespoke Downtime”, which exists when Bespoke applications or servers are unable to transmit and provide services. In the event Bespoke does not meet this service availability Service Level, subject to the restrictions and exclusions in Section 3 below, Customer’s exclusive remedy shall be to receive a service credit off of the MRC (monthly recurring charge) associated with the affected Service based on the SLA stated here:

SLA Service Level Credit

98% - 99.899% 5%

96% - 97.999% 10%

94% - 95.999% 15%

92% - 93.999% 20%

Components Included. Products and services provided directly by Bespoke. This SLA does not cover customer provided equipment (CPE) customer premises equipment, and any other carrier networks and or equipment not provided and controlled by Bespoke.
IN NO EVENT WILL BESPOKE PROVIDE SERVICE CREDITS FOR SERVICES NOT PROVIDED BY Bespoke. Bespoke does not provide service credits for outages caused by Internet Outages unless Bespoke is the billing provider of the Internet service.
Internet outages caused by other Internet providers may render Bespoke Voice and Video services inoperable and it is the customer’s sole responsibility to work with their providers to repair, upgrade or replace any internet service that is deemed unacceptable by Bespoke due to excess latency, consistency and reliability as stated in the MSA. Service credits will not be provided for other carriers outages.

  1. Maintenance - “Normal Maintenance” refers to upgrades of hardware or software or upgrades to increase capacity. Normal Maintenance may temporarily degrade the quality of the Service, including possible outages. Such effects related to Normal Maintenance will not give rise to service credits under this SLA. Normal Maintenance will be undertaken only as follows: (a) between the hours of 11 PM and 6:00 AM Pacific Time. “Urgent Maintenance” refers to efforts to correct network conditions that are likely to cause a material Service outage and that require immediate action. Urgent Maintenance may degrade that quality of the Services, including possible outages. Bespoke will provide notice via email to the customer contact on file with Bespoke to Customer when Normal or Urgent Maintenance is necessary.     

  2. Limitations - Notwithstanding anything in this Service Schedule to the contrary, Customer will not be entitled to a service credit for an outage that is the direct result of any network failure associated with the local loop, the internet, or any other facilities that are not owned, operated or controlled or billed by Bespoke.

  3. Customer Termination Rights - Customer may terminate the Affected Services without early termination charges if, in any single calendar month: (a) Network Downtime exists for 24 hours in the aggregate; or (b) any single event entitling Customer to credits under Network Availability exists for a period of at least 24 consecutive hours. Such termination must be conducted by written notice to Bespoke, and no later than five business days following the end of the relevant calendar month; otherwise, Customer waives its rights to termination based on subsection (a) or (b) herein. After receipt of written notice of termination such termination will be effective after services have been transferred to another service provider.

    Exclusive Remedy - Given that damages from service interruptions or other failures to provide the Service under this SLA would be impossible to ascertain, and that the remedies stated in this SLA have been determined as a reasonable estimate of compensation, and not as a penalty, Customer’s remedy shall be fixed and liquidated as set forth in this SLA. In no event will the total remedies available to Customer exceed those set forth in this SLA. The provisions of this SLA state Customer’s sole and exclusive remedies for Service interruptions or Service deficiencies of any kind whatsoever.

  4. Remedies - Each Service outage is treated as a discrete event; therefore, the credits specified in the SLA shall be given for each separate Service outage. The number of minutes of separate Service outages will be accumulated to determine the percentage of credit. In order to request SLA credits, Customer must contact Bespoke Customer Service. In order to receive service credits set forth herein, such requests shall be made no later than five business days following the last day of the month in which the relevant SLA was not met. Failure to comply with these service credit request requirements will forfeit your right to receive a credit. A credit will be applied only to the month in which the event giving rise to the credit occurred. The maximum SLA credits issued in any one calendar month will not exceed: 20% of the MRCs of the Affected Service with respect to the SLA. “Affected Service” refers to the particular Product that fails to meet the relevant SLA. In no event will the total credit, in the aggregate for all credits issued in one month exceed the equivalent of 20% of the relevant MRCs for the Affected Service.

  5. Service Credit Exceptions - An outage shall not be deemed to have occurred in the event that the service is unavailable or impaired due to any of the following:

a. Interruption on a service for which the Start of Service Date has not yet commenced;

b. Interruptions caused by the negligence, error or omission of Customer or others authorized by Customer to access, use or modify the Service or equipment used by Customer;

c. Interruptions due to power failure at customer premises, or the failure or poor performance of CPE;

d. Interruptions during any period in which Bespoke or its agents are not afforded access to the premises where the access lines associated with the Service are terminated, provided such access is reasonably necessary to prevent a degradation or to restore Service;

e. Interruptions during any period that Bespoke has communicated to Customer in any manner that the Service will be unavailable for Normal Maintenance or grooming purposes, or Customer has released the Service to Bespoke for the installation of a customer Service Order;

f. Interruptions during any period that Customer elects not to release the Service for testing and/or repair and continues to use it on an impaired basis;

g. Interruptions resulting from Force Majeure;

h. Interruptions resulting from Customer’s use of Service in an unauthorized or unlawful manner;

i. Interruptions resulting from a Bespoke disconnect for Cause;

j. Interruptions resulting from incorrect, incomplete or inaccurate Service orders from Customer (Including without limitation Customer’s over subscription of Circuits);

k. Interruptions due to improper or inaccurate network specifications provide by customer;

l. Interruptions resulting from a failure of a carrier other than Bespoke providing Local Access Services including CPE;

m. Bespoke inability to deliver Service by the Customer Commit Due;

n. Interruptions caused by circumstances beyond the reasonable control of Bespoke or its agents.