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.
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:
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:
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.
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.
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.
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 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.
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
Clover and its affiliates are not responsible or liable to you in any way with respect to your use of the CobaltConnect Application.
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
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.
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.
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.
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.
The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
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.
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.
Questions and Contact Information
Last Modified: 7/15/2022
2075 Silas Deane Hwy, Rocky Hill CT