Introduction By accessing or using services provided by Bespoke AI Voice (“Company”, “we”, “us”, “our”), including AI automation, voice agents, CRM, and custom websites (collectively, the “Services”), you agree to these Terms of Service (“Terms”).
Parties; Scope Customer is the party who registers for or uses the Services. These Terms govern access, use, and all deliverables (including AI-generated Output) described in the Order Form or Service Schedule.
Account Registration & Access Customer must provide accurate account information and maintain secure credentials. Customers are responsible for activity under their accounts.
Customer Data; Roles Customer is the Data Controller of any personal data uploaded or entered into the CRM or provided to Bespoke AI Voice. Bespoke AI Voice is a Data Processor and will process Customer Data only per documented instructions and our DPA.
AI Data Processing & Model Training
Use of Customer Data: We process Customer Data to provide the Services. We will not use Customer Data to train or improve our general models unless explicitly stated in the Order Form or DPA. If model-training permission is granted, Customer may withdraw that permission per the DPA.
De-identified Use: With explicit Customer consent we may use de-identified or aggregated data for research and service improvement. De-identified means irreversibly stripped of identifiers.
Voice Biometrics & Sensitive Data
Voice Processing: Our Services may record, analyze, or extract features from voice interactions. Voiceprints, voice pattern data, or similarly derived biometric identifiers may be processed. Where applicable law treats such data as sensitive (e.g., California’s CCPA/CPRA), we will process it only with lawful basis and documented agreement.
Customer Responsibility: Customer must obtain any required consents from call recipients (including consent for biometric processing where required) and must not upload voice biometric data unless lawful and permitted by applicable contracts.
Ownership of Output
By default, Customer owns Output (text, audio, transcripts, deliverables) produced by the Services from Customer Data, subject to: (a) Customer’s compliance with these Terms; and (b) third-party rights. Bespoke AI Voice retains ownership of the underlying platform, models, and other pre-existing IP.
If an alternative arrangement is specified in the Order Form (e.g., Company retains certain rights), the Order Form controls.
Acceptable Use & Prohibited Conduct (AUP Highlights) Customers shall not use the Services to:
Create political deepfakes, impersonations intended to mislead about matters of public concern, or content designed to influence elections.
Generate targeted harassment, hate speech, unlawful threats, or sexually exploitative content involving minors.
Produce instructions facilitating illegal activity, violent wrongdoing, or regulated professional advice presented as authoritative (medical, legal, financial) without appropriate human review and disclaimers.
Attempt to reverse-engineer, circumvent, or exploit security or rate limits, or to interfere with Services. Bespoke AI Voice may suspend or terminate accounts for violations.
AI Disclaimer; Accuracy; No Professional Advice
AI Outputs may be inaccurate, incomplete, or “hallucinated.” Customers must verify AI-generated Output before relying on it.
Outputs do not constitute legal, medical, tax, or financial advice. Customers should consult qualified professionals where appropriate.
TCPA/TSR; Telephony Compliance (Voice Agents)
Prior Express Written Consent: Customer certifies and will document that any third parties contacted by automated voice calls or text messages have provided prior express written consent where required by law (including TCPA). Customer is responsible for recordkeeping and provisioning documented consent to us on request.
Disclosure: Bespoke AI Voice’s voice agents will disclose that the call is automated when required by law. Customers must include accurate caller identity and purpose in campaign materials.
Do-Not-Call & Opt-Out: Customer must provide and honor opt-out requests. Our platform supports immediate opt-out during interactions and maintains DNC lists. Customers are responsible for ensuring lists are current and lawfully used.
Fees; Payment & Refunds Fees are set in the Order Form. Unless otherwise specified, payments are due net [30] days. Non-payment may result in suspension. Refund/cancellation terms for subscription and custom services are specified in the Order Form and Project SOW (e.g., non-refundable deposits for custom website work).
Confidentiality Each party will protect Confidential Information of the other with reasonable care and not use or disclose it except for performance of the Agreement.
Security & Compliance Certifications We implement technical and organizational measures detailed in our DPA and Security Addendum. While we seek to maintain SOC 2 / ISO 27001 compliance where applicable, certification status and scopes will be provided on request to enterprise customers.
Limitation of Liability; Indemnification
Limitation: Except as prohibited by law, our liability for direct damages shall not exceed the fees paid by Customer in the 12 months prior to the claim. Neither party is liable for consequential, special, or punitive damages.
Indemnification: Customer will indemnify Bespoke AI Voice for claims arising from Customer Data, TCPA/telemarketing violations, or Customer’s breach of these Terms. Bespoke AI Voice will indemnify Customer for third-party IP infringement claims attributable to the Services (subject to limitations).
Term & Termination Term runs per the Order Form. Upon termination we will return or delete Customer Data per the DPA after any agreed retrieval period.
Governing Law & Disputes These Terms are governed by California law. Disputes will be resolved in the state or federal courts of [County], California, unless the Order Form selects arbitration.
Changes to Terms We may update these Terms with notice. Continued use after notice constitutes acceptance.
Contact Bespoke AI Voice Email: legal@[your-domain].com Address: [Address]
Privacy Policy (Bespoke AI Voice)
Effective Date: [Date]
Overview We collect and use personal information to provide and improve our Services (AI voice agents, CRM, custom websites). This Policy describes what we collect, how we use it, who we share it with, and your rights.
Controller & Contact Bespoke AI Voice (Controller for our own website visitors; Processor for Customer Data in CRM arrangements). Contact: privacy@[your-domain].com.
Personal Data We Collect
Customer Data: information you or your customers input into the CRM (names, emails, phone numbers, recordings, transcripts, support tickets).
Voice Data: call recordings, voiceprints or derived voice features, transcripts, and call metadata. These may be treated as biometric or sensitive under certain laws.
Purposes & Legal Bases (California & General U.S. Use) We use data to: provide Services, process payments, secure our systems, improve our Services (with consent where required), and comply with legal obligations. For California residents, we comply with CCPA/CPRA rights regarding access, deletion, and opt-outs of sale (we do not “sell” personal data absent disclosure).
AI Model Training & Your Options
We will not use Customer Data to train general-purpose models without explicit written consent in the Order Form or DPA.
If Customer permits training, Customer may withdraw permission according to the DPA’s procedures, after which we will cease future model training uses of new Customer Data; previously used data may not be reversible from model weights.
Voice Biometrics Disclosure & Consent
Voice recordings and voice feature extraction may be processed. Where law requires specific consent for biometric processing (e.g., Illinois BIPA, certain interpretations of state laws), Customers must obtain consent from the recording subjects before providing voice data to us. We will process only as authorized.
Subprocessors & Third Parties We engage subprocessors for hosting, analytics, AI providers, telephony, and payment processing (representative examples include AWS, Google Cloud, Twilio, Stripe, OpenAI). A current list of subprocessors is available at [link]. We notify customers of material changes and provide enterprise options for prior notice or audit rights.
International Transfers Personal data may be transferred across borders. Transfers are protected via Standard Contractual Clauses or other lawful mechanisms.
Data Retention & Deletion We retain Customer Data while the account is active and per retention schedules in the Order Form or as required by law. Customers can request deletion via the CRM “Delete My Data” option or by contacting privacy@[your-domain].com; deletion requests are processed per the DPA.
Security We implement administrative, physical, and technical safeguards. For enterprise customers we can provide Security Addendum, SOC 2 report, or ISO attestation where available.
Your Rights (California & General) California residents: rights to know, access, delete, correct, and opt-out of sale. All users: right to access and delete personal data, and to export personal data in a machine-readable format. Submit requests to privacy@[your-domain].com. We verify requests to protect privacy.
Cookies & Tracking We use cookies. Our cookie banner allows granular opt-in for analytics and advertising cookies. We honor Global Privacy Control (GPC) and browser Do Not Track signals.
Children We do not knowingly collect data from children under 16 in our Services. If we learn of such collection, we will promptly delete the data.
Changes to Policy We will post changes with an updated effective date and notify as required by law.
Cookie Policy & Consent
Effective Date: [Date]
We use cookies and similar technologies. Categories: strictly necessary (required for site and login), functional, analytics, and advertising/third-party.
Consent: For visitors in jurisdictions requiring opt-in, we deploy a granular cookie consent manager. Non-essential cookies do not run until the visitor opts in. We honor Global Privacy Control (GPC) signals.
Manage cookies: Use the cookie banner settings or browser controls. For details and third-party cookie list see [link].
Data Processing Addendum (DPA) — Summary (signable addendum available)
Roles: Customer = Controller; Bespoke AI Voice = Processor.
Purpose: Processing Customer Data to provide Services.
Subprocessors: Listed publicly at [link]; we notify customers of new subprocessors.
Security: We will implement appropriate technical and organizational measures (encryption in transit, role-based access, logging, periodic vulnerability testing). Specific measures and certification evidence provided in Security Addendum.
Model Training: Processor will not use Customer Data to train models without explicit, documented consent.
International Transfers: SCCs or equivalent safeguards applied where necessary.
Data Subject Requests: Processor will assist Controller as required.
Deletion/Return: Upon termination, we will return or delete Customer Data per the Order Form and applicable law.
Audit Rights: Reasonable audit rights for enterprise customers; third-party reports (SOC 2) provided when available.
A full DPA and Security Addendum will be executed with enterprise customers.
Acceptable Use Policy (AUP) — Highlights
Prohibited uses include but are not limited to:
Creating political deepfakes, election manipulation, or impersonations intended to mislead.
Generating content that facilitates illegal activity, violent wrongdoing, or provides instructions for unlawful acts.
Producing content that violates intellectual property or privacy rights.
Using voice agents for robocalls without required consent and TCPA compliance.
Attempting to defeat security or reverse engineer our Services. Violations may result in warnings, suspension, termination, and legal action.
AI Disclaimer (Accuracy & No Professional Advice)
AI outputs may be incorrect or misleading. Customers must verify outputs before reliance.
The Services do not provide professional medical, legal, financial, or other regulated advice. Always consult qualified professionals for those matters.
TCPA & Telemarketing Compliance (Operational Requirements for Voice Agents)
Prior Express Written Consent: Customers must collect and maintain consent records for automated calls/texts. Our platform supports consent capture templates and storage, but Customer is responsible for accuracy.
Disclosure: Calls will identify that the caller is an automated system when required.
Do-Not-Call & Opt-Out: Our system supports real-time opt-out; Customers must supply and maintain DNC lists.
Recordkeeping: Customers must retain records of consent and opt-outs per applicable retention rules.
Accessibility (ADA / WCAG)
Commitment: Bespoke AI Voice aims to build accessible web experiences and custom websites that meet WCAG 2.1 AA standards where feasible.
Client Projects: For custom site builds, accessibility scope and acceptance criteria are defined in the Project SOW. Client acknowledges residual risk and agrees to review and sign-off on accessibility testing results. Bespoke AI Voice can provide remediation and ongoing accessibility monitoring as an add-on service.
Technical & Product Requirements (Implementation Notes for Compliance)
Cookie Consent Manager: Implement a granular banner that prevents non-essential scripts until opt-in.
Global Privacy Control: Honor GPC signals and provide server-side handling to respect Do Not Track where required.
CRM Controls: Provide “Delete My Data” or account-level deletion workflow and data export for portability.
Subprocessor Transparency: Maintain and publish an up-to-date subprocessor list.
Security Certifications: Maintain SOC 2 / ISO 27001 evidence and provide upon enterprise request. Consider regular penetration testing and incident response playbooks.
Breach Notification & Incident Response
We maintain an Incident Response Plan. In the event of a security breach affecting Customer Data, we will notify affected Customers without undue delay and cooperate on regulatory notifications where required (e.g., GDPR/CPRA timelines).
Refunds & Cancellation (Example Defaults)
SaaS subscriptions: billed monthly/annually per Order Form. No automatic refunds for partial periods unless specified. Trial terms stated on Order Form.
Custom website services: non-refundable deposit; milestone payments; cancellations may incur fees for work performed.
Practical Next Steps (what to implement immediately)
Publish: Terms of Service, Privacy Policy, Cookie Policy, DPA (or “DPA available upon request”), and AUP on your site. Link these in footer and during onboarding.
Add: Granular cookie consent manager and server-side GPC handling.
Add: CRM “Delete My Data” and data export features.
Document: Subprocessor list (AWS/GCP, Twilio, Stripe, OpenAI/Anthropic, etc.) and make it reachable via link.
Prepare: Consent-capture templates for TCPA and voice-biometric consent; include storage/retention procedures.
Obtain: SOC 2 or ISO 27001 and a Security Addendum if targeting enterprise clients.
Final legal reminders (friendly lawyer note)
California base means you must comply with CPRA/CCPA plus federal rules (TCPA). If you have EU/UK customers, execute the DPA with SCCs or equivalent.
Decide and document your policy on whether Customer Data may be used to train models — this is a major commercial and legal choice.
Have a California-licensed attorney review and finalize these templates and your DPA/Security Addendum.
If you want, I’ll generate finalized, copy-ready pages for:
(A) Terms of Service (full text)
(B) Privacy Policy with detailed sections for voice biometrics and subprocessors (full text)
(C) DPA (full signable addendum) — Tell me which combination you want pasted next and I’ll produce the complete text ready to paste onto your site.
I need you to generate finalized copy-ready pages, starting with Terms of Service. I want it formatted so I just have to copy and paste it and not make any changes to the layout
Bespoke AI Voice — Terms of Service
Effective Date: [Effective Date]
Welcome to Bespoke AI Voice. These Terms of Service (“Terms”) govern your access to and use of the services provided by Bespoke AI Voice, Inc. (“Bespoke AI Voice”, “we”, “us”, or “our”), including but not limited to AI automation, voice agents, CRM software, telephony integrations, and custom website development (collectively, the “Services”). By accessing or using the Services, you agree to these Terms and any Order Forms, Service Schedules, addenda, or Data Processing Addenda (each, an “Order Form”) that you enter into with Bespoke AI Voice. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
1. Definitions
“Customer” or “you” means the person or entity that purchases, subscribes to, or uses the Services.
“Customer Data” means all data, content, and information provided by Customer to Bespoke AI Voice in connection with the Services (including voice recordings, transcripts, prompts, contact lists, and CRM records).
“Output” means text, audio, transcripts, files or other results produced by the Services using Customer Data or system prompts.
“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential.
2. Scope of Services
Bespoke AI Voice will provide the Services described in the applicable Order Form and documentation. The Order Form and these Terms together constitute the entire agreement between the parties with respect to the Services. Any conflicting or additional terms in purchase orders or other documents submitted by Customer are void unless accepted in writing by Bespoke AI Voice.
3. Account Registration and Access
Customer will create and maintain an account and provide accurate account information.
Customer is responsible for all activity under its account and for maintaining the confidentiality of account credentials.
Customer will notify Bespoke AI Voice promptly of any unauthorized use of the account. Bespoke AI Voice is not responsible for losses due to account compromise where Customer fails to maintain secure credentials.
4. Customer Roles; Data Controller / Processor
For the provision of CRM and related Services, Customer is the Data Controller and Bespoke AI Voice is the Data Processor. Bespoke AI Voice will process Customer Data only on documented instructions from Customer, as detailed in these Terms and the Data Processing Addendum (DPA).
For visitors to Bespoke AI Voice’s own website, Bespoke AI Voice is the Controller for the personal data collected through the website; the Privacy Policy governs that processing.
5. Fees, Billing, and Payment
Fees for Services are set forth in the applicable Order Form. Unless otherwise stated, fees are invoiced in advance and are non-refundable except as expressly provided in the Order Form.
Customer will pay all fees in U.S. dollars and is responsible for taxes (other than taxes based on Bespoke AI Voice’s net income).
Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and Bespoke AI Voice may suspend Services for non-payment after reasonable notice.
6. Term; Termination; Suspension
Term: The term begins on the start date in the Order Form and continues for the period in the Order Form, automatically renewing for successive terms unless either party gives notice as specified in the Order Form.
Termination for Cause: Either party may terminate for material breach if the other party fails to cure the breach within thirty (30) days after written notice (except for non-payment, for which the cure period is ten (10) days).
Suspension: Bespoke AI Voice may suspend Services immediately for: (a) non-payment; (b) violations of the Acceptable Use Policy; (c) imminent security risk; or (d) legal requirements. Bespoke AI Voice will use reasonable efforts to provide notice before suspension except where urgent action is required.
Effect of Termination: Upon termination, Bespoke AI Voice will provide Customer access to export Customer Data for a limited retrieval period (as specified in the Order Form or DPA). After the retrieval period expires, Bespoke AI Voice may delete Customer Data in accordance with the DPA.
7. Customer Data; Ownership; License
Ownership: Customer retains all right, title and interest in and to Customer Data.
License to Provide Services: Customer grants Bespoke AI Voice a limited, worldwide, non-exclusive, royalty-free license to use, copy, transmit, and store Customer Data as necessary to provide the Services and to comply with the Order Form and DPA.
De-identified/Aggregated Data: Bespoke AI Voice may use de-identified, aggregated, or anonymized derivatives of Customer Data for the purpose of improving and monitoring the Services, unless the Order Form or DPA explicitly prohibits such use. “De-identified” means data that has been irreversibly stripped of identifiers and cannot be reasonably re-associated to an individual.
8. AI Data Processing, Model Training, and Voice Biometrics
Model Training: Bespoke AI Voice will not use Customer Data to train or improve its general-purpose models without explicit written consent in the Order Form or DPA. If Customer provides such consent, Customer may withdraw consent per the DPA; withdrawal will only impact future model training and cannot retroactively remove data already used to train models.
Voice Biometrics: Services may record calls and extract voice features for transcription, analytics, routing, or authentication. Voiceprints or derived biometric identifiers may be treated as sensitive personal data under certain laws (e.g., California). Customer is responsible for obtaining all required consents for voice recording and biometric processing, and for compliance with applicable biometric data laws. Bespoke AI Voice will process voice biometric data only per Customer’s documented instructions and applicable law.
Disallowed Use Without Consent: Customer must not submit voice biometric data or other sensitive biometric identifiers to Bespoke AI Voice unless Customer has the lawful right to do so and has documented consent from the data subjects where required.
9. Ownership of Output
Default Ownership: Unless the parties agree otherwise in the Order Form, Customer will own Output that is solely generated by the Services from Customer Data. Ownership of Output is subject to Customer’s compliance with these Terms and any applicable third-party rights.
Provider IP: Bespoke AI Voice retains ownership of the Services, the platform, software, models, documentation, improvements, and any pre-existing or independently developed intellectual property (collectively, “Provider IP”). Customer receives a limited license to use Output as described in the Order Form.
10. Acceptable Use Policy (AUP) — Prohibited Uses
Customer will not, and will not permit any third party to use the Services to:
Create, distribute, or facilitate political deepfakes, election-manipulation content, or impersonations intended to mislead as to matters of public interest.
Generate content that is illegal, defamatory, harassing, threatening, sexually exploitative, or promotes violence or terrorism.
Produce content that aids criminal activity or provides instructions for wrongdoing (including instructions for manufacturing weapons, evading law enforcement, or committing fraud).
Provide or represent AI Output as professional advice (legal, medical, financial) without a qualified human professional review and a clear disclaimer.
Send automated telemarketing calls, texts, or communications without obtaining and maintaining the required prior express written consent from recipients, and without compliance with TCPA, TSR, and other applicable telemarketing laws.
Attempt to circumvent security, reverse-engineer the Services, remove watermarks or ownership notices, or interfere with other users’ use of the Services.
Bespoke AI Voice may investigate suspected violations and take actions including warning, suspension, termination, and/or legal action. Bespoke AI Voice reserves the right to cooperate with law enforcement.
11. TCPA, TSR, Telephony, and Consent Requirements
Customer Responsibility: Customer is solely responsible for ensuring that any automated calls or texts placed through the Services comply with the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), and other applicable laws. Customer must obtain, document, and retain prior express written consent from recipients when required by law.
Disclosure & Automated Voice: Bespoke AI Voice’s voice agents will disclose they are automated where required by law; Customer must provide accurate campaign scripts and identity information.
Opt-Outs & DNC: Customer must provide clear opt-out mechanisms and maintain Do-Not-Call lists. Bespoke AI Voice’s platform supports immediate opt-out capability and DNC suppression; Customer is responsible for supplying and maintaining accurate lists and honoring opt-outs.
Recordkeeping: Customer must maintain records of consent for the retention period required by law and provide those records upon lawful request or audit.
12. Warranties; Disclaimers
Limited Warranty: Bespoke AI Voice warrants that it will provide the Services in a professional manner consistent with industry standards. For any breach of this limited warranty, Customer’s exclusive remedy and Bespoke AI Voice’s entire liability will be for Bespoke AI Voice to use commercially reasonable efforts to re-perform the non-conforming Services.
Disclaimer: EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BESPOKE AI VOICE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF AI OUTPUT, TITLE, AND NON-INFRINGEMENT. BESPOKE AI VOICE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
13. AI DISCLAIMER — Accuracy and No Professional Advice
Accuracy: AI-generated Output may be inaccurate, incomplete, or misleading (“hallucinations”). Customer is responsible for verifying Output before relying on it in decision-making or communications.
No Professional Advice: Output is not a substitute for professional advice. Bespoke AI Voice expressly disclaims that Output constitutes legal, medical, tax, financial, or other professional advice. Customer should obtain advice from a qualified professional where appropriate.
14. Confidentiality
Each party will maintain the other’s Confidential Information in confidence and will not disclose it to third parties except as necessary to perform the Services, to affiliates, or as required by law. Each party will exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no case less than reasonable care.
Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets, which shall remain confidential for as long as they qualify as trade secrets.
15. Security
Bespoke AI Voice will maintain reasonable administrative, physical, and technical safeguards appropriate to the nature of Customer Data, as described in the DPA and Security Addendum. These measures may include encryption in transit, role-based access controls, logging and monitoring, vulnerability management, and regular security assessments.
Bespoke AI Voice will provide enterprise customers with available security evidence (e.g., SOC 2 report or ISO 27001 attestation) upon entering into a confidentiality agreement, where applicable.
16. Data Processing Addendum (DPA)
The terms governing Bespoke AI Voice’s processing of personal data are set forth in the DPA available at [DPA link] or as attached to the Order Form. The DPA forms part of these Terms and governs roles, subprocessors, security measures, data subject rights assistance, international transfers, retention, and deletion. Bespoke AI Voice will not use Customer Data for model training except as explicitly permitted in the Order Form or DPA.
17. Subprocessors
Bespoke AI Voice uses subprocessors (third-party service providers) to provide hosting, telephony, analytics, payment processing, and AI model services (examples: AWS, Google Cloud, Twilio, Stripe, OpenAI, Anthropic, etc.). A current list of subprocessors is available at [Subprocessor List link]. Bespoke AI Voice will provide notice of changes to the subprocessor list in accordance with the DPA and will comply with the DPA’s subprocessors requirements.
18. Data Retention; Deletion; Portability
Bespoke AI Voice retains Customer Data for the duration of Customer’s account and according to retention periods set out in the Order Form and DPA. Following account termination, Bespoke AI Voice will provide a limited data retrieval period; thereafter, Customer Data may be deleted in accordance with the DPA.
Customer can request data exports or deletion via the CRM’s export/delete features or by contacting privacy@[your-domain].com. Bespoke AI Voice will reasonably assist with data portability and deletion requests in accordance with applicable law.
19. Indemnification
Customer Indemnity: Customer will defend, indemnify, and hold harmless Bespoke AI Voice, its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data; (b) Customer’s use of the Services in violation of these Terms or applicable law (including TCPA/telemarketing laws); (c) Customer’s breach of these Terms; or (d) Customer’s violation of third-party rights.
Provider Indemnity: Bespoke AI Voice will defend Customer from and indemnify Customer against third-party claims alleging that the Services, as delivered by Bespoke AI Voice and used in accordance with these Terms and the Order Form, infringe a third party’s U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded against Customer. Bespoke AI Voice will have no obligation for claims arising from (i) Customer Data, (ii) Customer’s misuse of the Services, (iii) modifications by Customer, or (iv) combination of the Services with non-Bespoke AI Voice products when the infringement would not have occurred but for such combination.
20. Limitation of Liability
EXCLUSION OF DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CAP ON LIABILITY: EXCEPT FOR LIABILITY ARISING FROM (A) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR (D) CUSTOMER’S FAILURE TO PAY FEES, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER TO BESPOKE AI VOICE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
21. Export Controls and Sanctions
The Services, software, and any related technical data may be subject to U.S. export control and economic sanctions laws. Customer will not, directly or indirectly, export, re-export, transfer, or use the Services in violation of such laws or to any person or entity on U.S. government restricted or denied party lists.
22. Governing Law and Venue
These Terms and any disputes arising out of or related to these Terms are governed by the laws of the State of California without regard to conflict-of-law principles. The state and federal courts located in [County], California will have exclusive jurisdiction over any disputes not subject to arbitration.
23. Dispute Resolution and Arbitration (Optional)
If the parties elect arbitration, disputes arising under these Terms will be resolved by binding arbitration in [County], California, under the rules of [American Arbitration Association / JAMS], and judgment on the award may be entered in any court having jurisdiction. The party initiating arbitration will select the administrator; disputes over administrator selection or other arbitration mechanics will be resolved by the court. (If you prefer litigation-only jurisdiction, strike this section and rely on Section 22.)
24. Changes to the Terms
Bespoke AI Voice may modify these Terms from time to time. For material changes, Bespoke AI Voice will provide advance notice (email or prominent notice) and post the updated Terms. Continued use of the Services after the effective date of the updated Terms constitutes acceptance.
25. Miscellaneous
Relationship of Parties: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Assignment: Customer may not assign these Terms without Bespoke AI Voice’s prior written consent, except in connection with a merger or sale of substantially all assets; Bespoke AI Voice may assign these Terms without consent to an affiliate or in connection with a merger or sale.
Severability: If any provision is found invalid or unenforceable, the remainder of the Terms will remain in full force and effect.
Waiver: No failure or delay by either party in exercising any right will operate as a waiver of that right.
If you need to provide notices under these Terms, send them to [email protected] or to the postal address above.
27. Acknowledgement
By creating an account, executing an Order Form, or using the Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.