Clover POS Application – Terms of Use

Terms of Use

In these terms and conditions, the words “Cobalt,” “us,” “we,” and “our,” refer to our company, Cobalt Payments Inc.; the word “Site” refers to our website(s) www.Cobalt.info, www.Cobalt.us, www.cobaltconnect.net, www.cobaltpays.com, www.cobalt.info. and any other websites that Cobalt may create or use in the future; and the word “Cobalt” refers to our Cobalt Web application, Cobalt Android Application, or Cobalt API as is appropriate in the context of the use of the words and other services offered by Cobalt. The words “you” and “your” refer to you.

Your use of the Site and Cobalt is subject to (a) the terms set forth below (“Terms of Use”) and (b) Cobalt’s Privacy Policy (where applicable), found at https://Cobalt.info/privacy-policy/ and https://cobaltconnect.net/privacy-policy/ and incorporated herein by reference, so please take the time to fully understand how these Terms of Use and Cobalt’s Privacy Policy govern your relationship with Cobalt and your use of the Site and Cobalt.

YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” or “INSTALL” BUTTON, OR BY USING THE SITE OR SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USEIN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR COBALT. If you agree to these Terms of Use on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Use and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.

1. The App

1.1 The App will provide you with the ability to: [describe the App functionality and associated services].

1.2 Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to Developer’s (or any other third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Developer reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3 The App may update automatically from time-to-time, and you may be required to accept these updates to continue using the App. Developer may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.

2. Fees

You will pay the Developer a monthly fee for your use of the App, which will be automatically collected through the payment method you select during set-up for the App. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on the Developer’s income) imposed by federal, state, or local tax authority. You must notify the Developer of any billing errors within 120 days from when an error appears on your invoice, after which you release the Developer from all liability for Losses (defined below) resulting from these errors.

3. Term

This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement’s Term).

4. Suspension and Termination

4.1 Developer may promptly suspend or terminate your use of the App if (1) you violate this Agreement’s terms; (2) Developer believes your use of the App may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with any third party involved in providing the App; (4) you exceed normal and reasonable usage for the App; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.

4.2 You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.

5. Confidentiality, Data, and Ideas

5.1 Neither of us will disclose non-public information about the other’s business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party’s operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser’s Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other’s Confidential Information.

5.2 Neither of us may disclose the other’s Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.

5.3 Developer may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information Developer collects about you or your consumers is subject to Developer’s privacy policy, which is accessible at [link to privacy policy].

5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their disclosure or use. You release Developer from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

6. Account

You will be required to register for an account with Developer to use the App. You will provide us with accurate information when setting-up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify Developer if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).

7. Risk Allocation

7.1 The App is provided to you “as-is” and “as-available.” You are solely responsible for determining if the App meets your needs. Developer disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.

7.2 You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys’ fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. Developer may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without Developer’s written consent.

7.3 To the extent permitted by applicable law, Developer will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.

7.4 Developer’s total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you’ve paid to Developer during the 3 months prior to a Loss.

8. Communications

You authorized Developer to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by you communications provider for phone, text, or email communications that Developer sends to you.

9. Compliance with privacy laws

The App Provider makes the following additional commitments, representations, and warranties to Customer:

9.1 The App Provider will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Customer, and not collect, retain, use, or disclose that data for any purpose other than to perform the App Provider’s obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will the App Provider “sell” (as defined by Privacy Laws) any such personal information.

9.2 The App Provider will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for App Provider’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.

9.3 App Provider will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose.

10. Data subject rights – assistance with requests

10.1 App Provider will reasonably cooperate and assist Customer with meeting Customer’s CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of App Provider’s processing, and the information available to App Provider. App Provider will make available to Customer, in a manner consistent with the functionality of the Service and App Provider’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.

10.2 If App Provider receives a request from Customer’s data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, App Provider will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where possible, by using the functionality of the Services. App Provider shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.

10.3 App Provider must notify the Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party’s compliance with Privacy Laws relating to provisioning of the Services.

11. General

11.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.

11.2 Developer may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.

11.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties’ intellectual property rights.

11.4 This Agreement is governed by New York law, without regard to its conflicts or choice of law statutes. The courts in or for Suffolk County, New York are proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.

11.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Developer is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.

11.6 You may not assign this Agreement without Developer’s written consent, which assignment is voidable by the Developer; however, Developer may assign this Agreement without notice to you or your consent.

Agreement for the Use of Market Data

Cobalt and its’ Affiliate Partners agree to provide in electronic form the products information each month. This agreement is for the location mentioned in the merchant processing agreement as well as the affiliate partner agreement and it is understood by you that this data is to be used in conjunction with his/her Cobalt point of sale system only and none of this data in whole or in part will be republished without the expressed written consent of Cobalt and its affiliate partners. In addition, this data may not be used, copied, or distributed to any other location even if the location is owned by the person/company that has signed this agreement.

Registration Market Data and Account Security

In consideration of your use of the Site and/or Cobalt, you agree to:

1. provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”);
2. maintain and promptly update the Registration Data, and any other information you provide to Cobalt, to keep it accurate, current and complete;
3. When you register to create an account on the Site, you will be provided a username and a temporary password(“Cobalt User ID”). You must:
   1. maintain the security of your password and identification;
   2. notify Cobalt immediately of any unauthorized use of your account or other breach of security;
   3. accept all responsibility for any and all activities that occur under your account; and
4. accept all risks of unauthorized access to the Registration Data and any other information you provide to Cobalt.

Policies

1. You will comply with applicable Payment Card Industry (“PCI”) security regulations, and will notify Cobalt in the event that the status of your PCI compliance changes. Cobalt and its partners may suspend or terminate your license to the Commerce Platform if we believe you are no longer in compliance with the PCI requirements.
2. You agree that all data collected by Cobalt from its users is subject to the Cobalt Privacy Policy. You understand and agree that through our partnership with third-party POS providers; we may collect data from you, and that such data is subject to the Cobalt Privacy Policy.
3. You agree that third-party POS providers will have the right to share general account information about your account with Cobalt, such as information regarding your use of the POS platform and financial metrics which may include detail product information, product sales, inventory management, and transaction volume on the POS platform. Cobalt shall use such information solely to optimize operations between the Cobalt & POS platforms. Cobalt will not use this information for any purpose other than as stated in this Section, and will only share this information with its affiliate partners. When you terminate your account with or are removed from the POS Platform, Cobalt will delete this information within a reasonable period of time.

Obligations for Cobalt Users

This Site and its content are intended for facilitating the marketing and advertising of Client products. You may not use this Site or its content for any purpose not related to your business. You are specifically prohibited from:

1. using any data mining, robots or similar data gathering or extraction methods;
2. manipulating or otherwise displaying the Site or its content by using framing or similar navigational technology;
3. registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Cobalt product or service if you are not expressly authorized by such party to do so; and
4. using the Site or its content other than for its intended purpose.

You may not use contact information provided on the Site for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of the Site or to surreptitiously intercept any system, data or personal information from the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. Cobalt reserves the right, in its sole discretion, to limit or terminate your access to or use of the Site at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which Cobalt may be entitled at law or in equity.

In addition, without limitation, you agree that while using or accessing the Site or Services you will not: (i) circumvent, disable or otherwise interfere with security related features of the Site or Services; (ii) attempt to probe, scan or test the vulnerability of any Cobalt system or network, or breach or impair or circumvent any security or authentication measures protecting the Site or Cobalt ; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software application used to provide the Site or Cobalt ; (iv) collect, or attempt to collect, any product information or personal data about other Cobalt Users without their express permission; (v) use the Site or Cobalt in any manner not permitted by these Terms of Use; or (vi) encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Use.

Your Responsibilities

If You access the Cobalt Services through your tablet, laptop, PC or other device identified by Clover as compatible with and capable of accessing and/or supporting the Cobalt Services (Device) using a wired (Ethernet) or wireless (Wi-Fi or cellular) connection to the Internet, You are solely responsible for the payment of any fees that may be imposed by your Internet/data provider.

You are solely responsible for obtaining all required permits, consents and licenses and monitoring legal developments applicable to the Cobalt Services and the operation of your business, interpreting Applicable Laws and regulations, determining the requirements for compliance with all Applicable Laws and regulations, and maintaining an on-going compliance program.

You are solely responsible for ensuring the accuracy, quality, integrity, legality and appropriateness of all information and data regarding your business that you provide to Cobalt or its service providers in connection with the Cobalt Services. In addition, if applicable, you are solely responsible for verifying that all information and data loaded onto a Device by Cobalt or its service providers at your request are accurate prior to your business use of such Device. Cobalt and its service providers disclaim any and all liability arising out of any inaccuracies with respect to any information or data you provide.

Protecting Information

You shall safeguard all confidential information Cobalt supplies or otherwise makes accessible to you using a reasonable degree of care. You shall only use Cobalt’s confidential information for the purposes of these Terms and shall not disclose Cobalt’s confidential information to any person, except as Cobalt may agree in advance and in writing. At Cobalt’s request, you shall return to Cobalt or destroy all of Cobalt’s confidential information in your possession or control.

You shall comply with all Applicable Laws pertaining to the privacy, secrecy, confidentiality, collection, usage, sharing, security, protection, disposal, or international transfer, of personal information, including laws applicable to direct marketing, telemarketing, and unsolicited e-mails or text messages. “Applicable Laws” may include, but are not limited to US federal and state laws, such as the FTC Act, the California Consumer Privacy Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Gramm-Leach-Bliley Act, state consumer protection laws, state data security laws, security breach notification laws, laws imposing minimum security requirements, laws requiring the secure disposal of records containing certain personal information, as well as any Cobalt requirements related to such matters.

Ownership

Cobalt (and its licensors) own all right, title and interest in and to the Site and Cobalt and all modifications, enhancements and Updates to the Site Cobalt (including all intellectual property and proprietary rights embodied therein) and provide this material to You under a license that is revocable at any time in Cobalt’s sole discretion. Cobalt reserves all rights not expressly granted hereunder. Cobalt neither warrants nor represents that your access to and/or use of the Site and Cobalt will not infringe the rights of third parties not affiliated with Cobalt.

You may submit comments or ideas about the Cobalt Services, including about how to improve the Cobalt Services. By submitting any idea, you agree that (a) Cobalt expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any idea; (b) your submission will be non-confidential; and (c) Cobalt is free to use and disclose the idea on an unrestricted basis without notifying or compensating you. You release Cobalt from all liability and obligations that may arise from Cobalt’s receipt, review, use or disclosure of any portion of any idea.

You may not use Marks in any manner, including in any advertisements, displays, or press releases, without Cobalt’s prior written consent. “Marks” means Cobalt’s names, logos, emblems, brands, service marks, trademarks, trade names, taglines, or other proprietary designations. You shall not, and shall not permit any third party to remove, relocate, or otherwise alter any proprietary rights notices from the Cobalt Services (or any part) or the Marks.

Disclaimer

THIS SITE, ITS CONTENT AND COBALT ARE PROVIDED “AS IS” AND BOTH COBALT AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, CLIENTS, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. COBALT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR COBALT, OR UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR COBALT. WE MAKE NO WARRANTY THAT THE SITE OR ITS CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. COBALT USES REASONABLE EFFORTS TO ENSURE THE ACCURACY, CORRECTNESS AND RELIABILITY OF THE SITE CONTENT, BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTENT’S ACCURACY, CORRECTNESS OR RELIABILITY. COBALT OFFERS A SEARCH FEATURE WITHIN THE SITE. COBALT EXPLICITLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT OR AVAILABILITY OF INFORMATION CONTAINED IN OUR SEARCH INDEX OR DIRECTORY. COBALT ALSO DISCLAIMS ANY RESPONSIBILITY FOR THE COMPLETENESS OR ACCURACY OF ANY DIRECTORY OR SEARCH RESULT.

Limitation of Liability

IN NO EVENT SHALL COBALT AND ITS AFFILIATE PARTNERS BE LIABLE FOR ANY LOSS, CLAIM, DAMAGES, OR COST (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR LOST INFORMATION) ARISING OUT OR RELATED TO OF THE USE OF OR INABILITY TO USE OUR SITE, SOFTWARE APPLICATION, SERVICES OR PRODUCTS, EVEN IF COBALT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COBALT BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR OTHER DAMAGES BASED IN CONTRACT, TORT OR OTHERWISE. COBALT SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SITE, SERVICES OR PRODUCTS OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION. THE FOREGOING EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE APPLICABLE JURISDICTION. COBALT’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE TERMS AND CONDITIONS WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES OR PRODUCTS, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OF THIS TERMS AND CONDITIONS.

In the event of any problem with this Site or Cobalt, you agree that your sole remedy is to cease using this Site or Cobalt. Cobalt is not liable to you or to third parties for any damage, harm, injury or claim that arises from your use of any services or products purchased from our site.

Updates

Updates will be released as often as needed for bug fixes, compatibility, and/or feature additions. These updates are only available to customers who have paid for and have an active subscription with Cobalt.

Indemnity

You agree to indemnify and hold Cobalt officers, directors, employees and agents, harmless from any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from content you submit, post, transmit or otherwise make available through use of our services or products, your connection to our service or products, your violation of the Terms and Conditions, or your violation of any rights of another.

Termination and Cancellation

Cobalt, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the service or products provided by Cobalt for violation of these Terms of Use. Termination will result in the deactivation or deletion of your account and access to your account, including the deactivation or deletion of all content in your account. Cobalt reserves the right to refuse services or products to anyone for any reason at any time, refund your payment and terminate your account if deemed necessary. If you are dissatisfied with any aspect of our services or products and wish to terminate your account voluntarily, you may do so by contacting us.

Cobalt reserves the right to modify or discontinue, temporarily or permanently, the Cobalt application and Services. Such notice may be provided at any time by posting the changes to these Terms of Use.

Changes to the Terms of Use:

Cobalt reserves the right to change any of the terms and conditions contained in these Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. When we make changes, we will revise the “last updated” date at the top of the Terms of Use. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Terms of Use whenever you visit one of our websites.

Force Majeure

Cobalt will not be liable for any default or delay in the performance of its obligations under these Terms of Use if and to the extent such default or delay is caused by an event (including strike, lockout, labor dispute, power failure, equipment failure, system blackouts, inability to obtain materials, fire, flood, terrorism, pestilence, epidemics, pandemics, earthquake, elements of nature or acts of God, riots, or civil disorders (a “Force Majeure event”) beyond the reasonable control of such party. In the event of any such Force Majeure event Cobalt nonperforming party shall endeavor in good faith to circumvent the delay or default through the use of alternate sources, workaround plans or other means, as may be reasonably and commercially practicable under the circumstances.

Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Connecticut, USA, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. The sole jurisdiction and venue for actions related to Terms of Use will be the state or federal courts located in Hartford, Connecticut, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce or interpret Terms of Use, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

Arbitration

Any controversy or claim arising out of or relating to these Terms of Use, or breach thereof, shall be settled by arbitration in Hartford, Connecticut. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified arbitrators shall be selected by the Parties. Each Party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by an agency mutually acceptable to both Parties.

Assignment

You may not assign these Terms of Use and the rights and obligations hereunder may not be assigned, in whole or in part, without Cobalt’s prior written consent Any attempted transfer in violation hereof will be void and of no effect. These Terms shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

Independent Contractors

The parties shall be independent contractors under these Terms of Use, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

Consent to Electronic Communication

You agree that Cobalt, its affiliates and its third party subcontractors and/or agents, may use, in addition to any live agent calls, an automatic telephone dialing system, an artificial or pre-recorded voice, or both, to contact you at the telephone number(s) you have provided, and/or may leave a detailed voice message if you are unable to be reached, even if the number provided is a cellular or wireless number or if you have previously registered on a Do Not Call list or requested not to be contacted for solicitation purposes.

You consent to receiving commercial electronic messages, including e-mail messages, SMS and text messages, and telephone calls, from Cobalt, its affiliates and its third party sales contractors and/or agents.

Questions and Contact Information

Questions or comments about the Site or the Terms of Use may be directed to Cobalt at: support@Cobalt.info or by calling: 860.270.0552

Terms History

Last Modified: 12/04/2024

Mailing Address: 2264 Silas Deane Hwy, Suite 105, Rocky Hill, CT 06067

Attention: Legal

Email: support@Cobalt.info