Terms of Use

Terms and Conditions

In these terms and conditions, the words “Cobalt,” "Bevly", “us,” “we,” and “our,” refer to our company, Cobalt Payments Inc.; the word “Site” refers to our website(s) www.cobaltconnect.net, www.cobaltpays.com, www.cobalt.us. and any other websites that Cobalt may create or use in the future; and the word “CobaltConnect” refers to our CobaltConnect Web application, CobaltConnect Android Application, or CobaltConnect 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 CobaltConnect is subject to (a) the terms set forth below (“Terms of Use”) and (b) Cobalt’s Privacy Policy (where applicable), found at 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 CobaltConnect.

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 COBALTCONNECT. 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, 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 CobaltConnect, 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 (“CobaltConnect User ID”), you will be provided a username and a temporary password. 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 CobaltConnect & 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 CobaltConnect 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. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.

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 CobaltConnect system or network, or breach or impair or circumvent any security or authentication measures protecting the Site or CobaltConnect ; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software application used to provide the Site or CobaltConnect ; (iv) collect, or attempt to collect, any product information or personal data about other CobaltConnect Users without their express permission; (v) use the Site or CobaltConnect  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. Without limiting the generality of subsection (a) above, Customer may not itself or enable others to use Cobalt Data to compete with Cobalt. 

Ownership

Cobalt (and its licensors) own all right, title and interest in and to the Site and CobaltConnect and all modifications, enhancements and Updates to the Site CobaltConnect (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 CobaltConnect will not infringe rights of third parties not affiliated with Cobalt. Ownership of all software or data created by Cobalt shall remain with Cobalt, notwithstanding any suggestions, ideas or other contributions of Customer. 

You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

 

Intellectual Property

Customer acknowledges and agrees that Cobalt has exclusive and valuable property rights in and to Cobalt Data, that Cobalt exerts significant creative effort in compiling, analyzing, enriching and creating Cobalt Data, that Cobalt Data constitutes valuable confidential information, trade secrets and/or proprietary rights of Cobalt, not within the public domain, that such Cobalt Data shall remain valuable confidential information, trade secrets and/or proprietary rights of Cobalt and that, but for this Agreement, Customer would have no rights or access to such Cobalt Data. Furthermore, Cobalt Data and all of the content is protected by copyright pursuant to the law of the United States and other copyright laws. Customer agrees to maintain all copyright, trademark and other notices contained in Cobalt Data or required by this Agreement. Any other use by Customer of Cobalt Data not expressly permitted by this Agreement is strictly prohibited. 

 

Disclaimer

THIS SITE, ITS CONTENT AND COBALTCONNECT 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 COBALTCONNECT, 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 COBALTCONNECT. 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 CobaltConnect, you agree that your sole remedy is to cease using this Site or CobaltConnect. 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 CobaltConnect.

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 CobaltConnect application and Services. Such notice may be provided at any time by posting the changes to these Terms of Use.

Clover and its affiliates are not responsible or liable to you in any way with respect to your use of the CobaltConnect Application.

Non-Disparagement

Customer agrees and covenants during the Initial Term, Renewal Term and for a period of two (2) years after the Termination of this agreement that; Customer will not at any time, directly or indirectly, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning Cobalt, Bevly or its businesses, or any of its employees, officers, shareholders, members or advisors, or any member of the Board. This Section 5.6 does not, in any way, restrict or impede Customer's from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. Customer shall promptly provide written notice of any such order to Cobalt.

Newsletter and Email

By purchasing CobaltConnect, you acknowledge and agree to be signed up for our newsletter which will be sent to you occasionally for either bug releases, software updates or when new items are released. You are free to opt out at any time by clicking on the link provided in the newsletter. We do not give your personal information to any 3rd party companies as mentioned in our Privacy Policy.

Cobalt may on occasion send you email notifications related to your plugin licenses. These transactional emails may include notification of licensing changes, changes to our terms and conditions, license expiration notices and other transactional emails related to your account.

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

Neither party will 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) beyond the reasonable control of such party, provided such default or delay could not have been prevented by reasonable precautions (including the implementation of, and adherence to, a prudent disaster recovery and business continuity plan. In the event of any such Force Majeure event each 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.

Governing Law; Venue

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Connecticut without giving effect to the provisions thereof relating to conflict of laws. Exclusive jurisdiction and venue for any action brought pursuant to this Agreement shall be in federal
or state court located in the State of Connecticut. The parties hereby consent to personal jurisdiction in the federal and state courts in Connecticut and waive any right to a change of venue. 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. In any action or proceeding to enforce or interpret this Agreement, 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.

Neither Party will be liable for any default or delay in the performance of its obligations under this Agreement 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)
beyond the reasonable control of such party, provided such defa u It or delay cou Id not have been prevented by reasonable precautions (including the implementation of, and adherence to, a prudent disaster recovery and business continuity plan("Force Majeure"). In the event of any such Force Majeure event each 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. 7.6 Independent Contractors. The Parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership.joint venture or agency relationship between the Parties. Neither Party shall have the right to obligate or bind the other Party in any manner to any third party.

Marketing

Cobalt may list Customer as a user of its Services in its marketing materials.

Authority to Contract

Each Party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed. Each party further represents that it has not entered
into nor will it enter into any agreements that would conflict with its obligations hereunder or would render it incapable of satisfactorily performing hereunder.
Order of Precedence. Should the Terms be in conflict with the terms of the Agreement, the terms of this Agreement shall govern.

Severability

Should any provision of this Agreement be held to be void or unenforceable, the remaining provisions shall remain in full force and effect and are to be read and construed as if the void or unenforceable provisions were originally deleted.

Headings

The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

No Waiver

No provision of this Agreement may be waived, amended or otherwise modified except by a written agreement signed by each party hereto. The waiver by either party of the breach of any provision hereof shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
Counterparts

This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same instrument. Electronic facsimiles o Agreement is Agreement, including signatures, shall be treated as originals.
IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date.

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.

Questions and Contact Information

Questions or comments about the Site or the Terms of Use may be directed to Cobalt at: support@cobaltconnect.net or by calling: 1.860.270.0552

Terms History

Last Modified: 7/15/2022

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