Bespoke Vendor Payment
Terms of Service

Last updated: December 13, 2022

These Bespoke Vendor Payment Terms of Service (“Terms of Service”) set forth the terms and conditions according to which Bespoke Financial, Inc. and certain of its affiliates (“Bespoke,” “we,” “us,” or “our”) issues payments on behalf of certain borrowers (“Borrowers”) to the Borrowers’ vendors or suppliers (“Vendors”) (“Service”). Each Vendor’s access and use of the Service is subject to the terms and conditions contained in these Terms of Service, as amended from time to time. By accessing, browsing, or otherwise using any aspect of the Service, you, as a Vendor, acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. 

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access or use (or continue to access or use) the Service.

THESE TERMS OF SERVICE CONTAIN AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST BESPOKE TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BESPOKE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) BESPOKE WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Your Privacy: At Bespoke, we respect the privacy of our customers. For more information please see our Privacy Policy, located at https://bespokefinancial.com/privacy-policy/ (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of your data as outlined therein.

  • Access and Use of the Service
  • Service Description: The Service is designed to enable Borrowers to direct Bespoke to issue payments to a Vendor on behalf of the Borrower in an amount owed by Borrower to Vendor. Payments made through the Service reflect an amount owed directly to Vendor by Borrower for goods or services rendered. You shall treat payments received through the Service as payments made by the Borrower and received directly from Borrower in order to extinguish an obligation owed by the Borrower to you. Bespoke has no direct obligation to you for the underlying debt incurred by the Borrower.
  • Your Registration Obligations: You must register with Bespoke in order to access and use the Service. You agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy
  • Modifications to Service: Bespoke reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Bespoke will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
  • General Practices Regarding Use and Storage: You acknowledge that Bespoke may establish general practices and limits concerning use of the Service. You agree that Bespoke has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Bespoke reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
  • Bank Account and Payment Authorization
  • Bank Account: To receive payments through the Service, you must own and maintain at least one commercial checking or savings account (“Bank Account”) at a U.S. bank or credit union that you can use to receive funds by electronic fund transfer through the Service. Payment to your Bank Account is subject to our verification and approval of your Bank Account to receive Payments through the Service. In our discretion, we may limit the number of Bank Accounts you may have at one time or decline or discontinue your use of any Bank Account with the Service. You represent and warrant that you are permitted to use your Bank Account for the purposes set forth in these Terms of Service. Bespoke is not responsible for any losses you incur or your inability to complete transactions if your financial institution refuses your use of your Bank Account with the Service. By providing your Bank Account information to Bespoke, you represent and warrant that you own the Bank Account and are entitled to receive payments in such Bank Account. You further represent and warrant that your Bank Account is not established primarily for personal, family, or household purposes. 
  • Payment Authorization: You authorize Bespoke to initiate credits to your Bank Account in the amounts and according to the schedule instructed by the applicable Borrower. You also authorize Bespoke to initiate debits to your Bank Account to correct erroneous transactions. By authorizing Bespoke to initiate credits and debits to your Bank Account, you agree to be bound by the rules promulgated by Nacha that govern automated clearing house transactions. 
  • Term and Termination
  • Termination: You agree that Bespoke, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Bespoke believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Bespoke may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Bespoke will not be liable to you or any third party for any termination of your access to the Service.
  • Survival: All sections of these Terms of Service which by their nature should survive termination will survive termination, including, warranty disclaimers and limitations of liability. 
  • Compliance with Law

Your use of the Service is subject to applicable law including but not limited to end-user restrictions, antiterrorism laws, economic sanctions, and cannabis laws. By using the Service, you agree that you will comply with all applicable laws. You are not permitted to use the Service if doing so would violate applicable laws and regulations, including but not limited to those of the United States (including prohibiting dealings with sanctioned persons identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons (“SDN”), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), and/or any other applicable federal, state, municipal or local laws and regulations (each as amended from time to time). 

  • Payment Disputes

You understand and acknowledge that Bespoke relies on information, including, among other things, payment amount and payment due date, provided by Borrowers when making payments to you through the Service. Bespoke is not responsible for ensuring the accuracy of information provided by a Borrower and disclaims all liability for erroneous payments. If you believe there is an error with a payment, you must resolve the dispute directly with the Borrower. Bespoke is not responsible for resolving disputes between you and a Borrower. Bespoke is not liable for any losses, fees, or other costs incurred by you for errors in the amount, timeliness, or other issues with payments made through the Service. 

  • Intellectual Property
  • Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Bespoke, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. 
  • Trademarks: The Bespoke name and logos are trademarks and service marks of Bespoke (collectively the “Bespoke Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Bespoke. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Bespoke Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Bespoke Trademarks will inure to our exclusive benefit.
  • User Data; Submissions: You hereby authorize Bespoke to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you are non-confidential and Bespoke will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. 
  • Cannabis Data
  1. Access to and Use of Cannabis Data: You must provide Bespoke with your valid Cannabis Software API Key(s). You hereby authorize Bespoke and represent and warrant that Bespoke has the right under applicable law, to access and use your Cannabis Software API Key(s) and any and all Cannabis Data. As soon as available but not later than fifteen (15) days after the last day of each month, you must provide Bespoke with all Cannabis Data not accessible via your Cannabis Software API Key(s) (due to invalid Cannabis Software API Key(s), such data being manually reported, or otherwise) with respect to the immediately preceding month certified by your chief financial officer, or, if none, such similar officer, as being complete and correct. 
  • Definitions: The following definitions apply to this Section 7:
  • “Cannabis Data” means any and all automated or manually reported electronic communication of data and information between any Cannabis Software Providers, any Cannabis Software Systems, and/or governmental authority, including, without limitation, inventory tracking data, reports, or records related to the cultivation, manufacture, distribution, or sale of cannabis or cannabis product(s). “Cannabis Data” and Usage Data are collectively defined as “User Content.”
  • “Cannabis Software API Key(s)” mean any and all alphanumeric codes or other application programming interface keys generated through the Cannabis Software Systems to gain access to the Cannabis Software and Cannabis Software Data between any Cannabis Software Providers and any Cannabis Software Systems, subject to applicable laws.
  • “Cannabis Software Systems” mean seed-to-sale or such other cannabis regulatory, compliance, management, supply chain, manufacturing, point-of-sale, monitoring, inventory tracking, or other operational system or software that manages and tracks your operations, including, without limitation, the Marijuana Enforcement Tracking Reporting Compliance database system (“Metrc”), the BioTrackTHC State Traceability System (“BioTrack”), or otherwise, whether required by applicable laws or not.  All such Cannabis Software entities, including, without limitation, Metrc and BioTrack, shall collectively be referred to as “Cannabis Software Providers.”

 

  • Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Bespoke, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Bespoke Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Bespoke will provide notice to you of any such claim, suit, or proceeding. Bespoke reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Bespoke’s defense of such matter. You may not settle or compromise any claim against the Bespoke Parties without Bespoke’s written consent. 

  • Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE BESPOKE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE BESPOKE PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

  • Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BESPOKE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BESPOKE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE BESPOKE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BESPOKE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

  • Arbitration
  • Agreement to Arbitrate: This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Bespoke, whether arising out of or relating to these Terms of Service or the Service, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by agreeing to this Arbitration Agreement, you and Bespoke are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
  • Prohibition of Class and Representative Actions and Non-Individualized Relief: You and Bespoke agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Bespoke agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). 
  • Pre-Arbitration Dispute Resolution: Bespoke is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing Bespoke at info@bespokefinancial.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Bespoke should be sent to Bespoke Financial, 1043 12th Street, #5, Santa Monica, CA 90403 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Bespoke and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Bespoke may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Bespoke or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Bespoke is entitled.
  • Arbitration Procedures: Arbitration will be conducted by a judge or justice with JAMS pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time of any dispute, as modified by this Arbitration Agreement. If the parties are unable to agree on a JAMS retired judge or justice within fifteen (15) calendar days of a demand for arbitration filed with JAMS by either of them, JAMS will follow the procedure in the JAMS Rules to name a retired judge or justice who will act as the sole arbitrator. You expressly agree that Bespoke can proceed with arbitration with JAMS, appoint an arbitrator pursuant to the JAMS Rules, and ask for the arbitrator to issue an award if you fail to respond, appear or be represented by counsel in the arbitration proceeding with JAMS provided that Bespoke provides proper notice of the proceedings pursuant to the Notice provisions of this Agreement. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Arbitration Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Bespoke and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by JAMS. If your claim is for $10,000 or less, Bespoke agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the JAMS Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
  • Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the JAMS Rules.
    • Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
  • Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (11.2) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (11.2) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms of Service will continue to apply.
  • Taxes

You are responsible and liable for determining whether, and to what extent, any taxes apply to any transaction made through the Service. Bespoke has no obligation to and disclaims all liability to withhold, collect, report or remit the correct amounts of taxes to the appropriate tax authorities.

  • General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Bespoke governing your access and use of the Service, and supersede any prior agreements between you and Bespoke with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Bespoke submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles County, California. The failure of Bespoke to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Bespoke, but Bespoke may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Bespoke will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Bespoke’s reasonable control.

Contact Bespoke

If you have questions or would like to make a complaint, please contact us at info@bespokefinancial.com or Bespoke Financial, 1043 12th Street, #5, Santa Monica, CA 90403.

 

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