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.

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: 08/01/2023

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

Attention: Legal

Email: support@Cobalt.info