Welcome to Cobalt, a digital collaboration platform (our “Platform”) that pairs insights (we call them “Signals”) with action to help you develop, commercialize, produce, license, and sell products or services (collectively, our “Service”). By clicking accept below, you acknowledge you have read, understood, and agree to be bound by these Terms of Service (these “Terms”) between Cobalt Technologies, Inc. (“we”, “us” or “our”) and the person or company accepting these terms (“you” or “your”). If you are accepting these terms on behalf of a company, you represent that you are an agent of the company with full corporate authority to bind that company to these Terms.
These Terms create a binding contract that governs your use of our Platform made available through www.app.cobalt.co (this “Site). We may update or modify these Terms from time to time. By continuing to use this Site after the update, you accept our updates and modifications in their entirety. We encourage you to check the “Terms of Service” link each time you visit this Site, so you are aware of any updates.
- Our Services
- Subject to your compliance with these Terms, as well as your subscription to our Services and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have subscribed. We will use commercially reasonable efforts to make our Services available subject to planned downtime and any unscheduled emergency maintenance. We may modify, replace, or discontinue our Services at any time, for any reason, without notice to you. You agree that your subscription to our Services is not contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
- You may only access and use our Services in accordance with these Terms. You agree to: (A) provide accurate, current and complete information about you as may be prompted by any form on this Site (“Registration Data”); (B) maintain and promptly update the Registration Data, to keep it accurate, current and complete; (C) maintain the security of any password and identification information; (D) notify us immediately of any unauthorized use of your account; (E) accept sole responsibility for any and all activities that occur on your account. Each person who uses any Services must have a separate username and password. You must provide a valid email address for each person that you authorize to use your account. You agree to provide any other information that we reasonably request.
- You are responsible for obtaining and maintaining all telecommunications, broadband and computer equipment and services needed to access and use our Services and for paying all charges related thereto.
- As between you and us, we own and reserve all right, title, and interest in and to our Services, Our Platform, this Site, and the Licensed Content (defined below), including all intellectual property rights therein. No rights are granted to you other than as expressly set forth herein. You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us.
- Subject to your continued compliance with these Terms, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use our Services for your internal business purposes. You may not access or use our Services in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (A) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of our Services, (B) modify, translate or create derivative works based on our Services, (C) use our Services for timesharing or service bureau purposes, or for any purpose other than its own internal purposes; or (D) use our Services other than in accordance with these Terms and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).
- Certain Services may be made available for a free trial period. If you are receiving access to Services free of charge, you agree to access and use the Services for trial and evaluation purposes in accordance with any usage restrictions set forth in these Terms. At the end of the trial period, your right to access the Services automatically expires unless you subscribe to the Services and pay the applicable fees. DURING TRIAL PERIODS, YOU AGREE TO ACCESS AND USE THE SERVICES ON AN “AS IS, AS AVAILABLE” BASIS AT YOUR OWN RISK AND AGREE THAT WE PROVIDE NO WARRANTIES, INDEMNITIES OR OTHER CONTRACTUAL RIGHTS ARISING OUT OF SUCH ACCESS AND USE.
- Use of the Innovation Signals Service
- Signals provides data, queries, comments, analyses, reports and other content owned by us or by third parties (collectively the “Licensed Content”). Licensed Content owned by third parties may be subject to additional terms and conditions.
- While you remain a fully-paid subscriber, we grant you a revocable, non-exclusive, non-transferrable, royalty-free, worldwide right and license to the access and download Licensed Content through our Platform for your personal use. This license does not include any right to: (A) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content; (B) change, alter, adapt, translate, convert, modify, or make any derivative works of any Licensed Content; (C) falsely represent that you are the original creator of any Licensed Content; (D) use Licensed Content in a pornographic, defamatory, or other unlawful manner; (E) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content. To the extent that we license the Licensed Content from any third party, you will abide by the applicable third-party license.
- Except as expressly permitted above, we reserve all other rights that we do not specifically grant to you under these Terms. We also may terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of these Terms, in which case, you will have no further right to use the Licensed Content.
- THE LICENSED CONTENT IS FOR GENERAL INFORMATION PURPOSES ONLY AND MAY CONTAIN UNINTENTIONAL INACCURACIES OR ERRORS. WE THEREFORE RECOMMEND YOU MAKE YOUR OWN INVESTIGATIONS BEFORE MAKING ANY DECISION BASED ON THE LICENSED CONTENT, AND ANY RELIANCE YOU PLACE ON THE LICENSED CONTENT IS AT YOUR OWN RISK.
- The use of our Services requires payment of recurring fees. Before we have any obligation to provide our Services, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified during registration, as updated (prospectively, not retroactively) by you from time to time. You agree that, upon registering for our Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to terminate your account in the event of nonpayment of amounts owed to us. All amounts owed under these Terms are non-cancelable and non-refundable.
- We reserve the right to change our fees upon 30 days’ advance notice. By continuing to use our Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.
- We hope you are pleased with our Services. If for whatever reason you are not, you may cancel your subscription with us at any time as your sole remedy. Upon cancellation, you will continue to have access to our Services through the end of your current paid billing term. Once the billing term has ended after cancelation, you will no longer have access to our Services.
- Certain Services may be made available for a free trial period. If you elect to use the Services for a free trial period, you must purchase a subscription before the end of that period to continue to use the Services.
- Your Information
- When you use our Services or this Site, you give us permission to collect several types of information (“Your Information”). Your Information can include: (A) contact information, such as name, alias, address, phone number, email address, and similar data; (B) account Information, such as security-related information (including user names and passwords, authentication methods, and roles), service-related information (including purchase history and account profiles), billing-related information (including payment, shipping, and billing information), and similar data; (C) log data, such as network and connection information (including Internet Service Provider (ISP) and Internet Protocol (IP) addresses), device and browser identifiers and information (including device, application, or browser type, version, plug-in type and version, operating system, user agent, language and time zone settings, and other technical information), advertising identifiers, cookie identifiers and information, and similar data; (D) usage information, such as usage metrics (including usage rates, occurrences of technical errors, diagnostic reports, settings preferences, backup information,), content interactions (including searches, views, downloads, and prints), and user journey history (including clickstreams and page navigation, URLs, timestamps, content viewed or searched for, page response times, page interaction, and similar data; and (E) financial information, such as billing address, credit card information, billing contact details, and similar data.
- When you use our Services, you are trusting us with Your Information. We implement protections to try to prevent accidental loss and unauthorized access to Your Information. However, because the transmission of information via the internet is not completely secure, we do not guarantee the security of Your Information. Accordingly, you use our Platform and this Site at your own risk.
- Confidential Information
- While using our Services, you or we (the “Disclosing Party”) may disclose certain nonpublic, confidential or proprietary information to the other (the “Receiving Party”), including, without limitation, information relating to your or our current or future business, products and services, research, images, development, design details and specifications and marketing plans (“Confidential Information”). The Receiving Party will hold in confidence and not disclose to any third party any of the Disclosing Party’s Confidential Information, except as approved or directed in writing by Disclosing Party, and will use Disclosing Party’s Confidential Information for no purpose other than for our Services. The Receiving Party will limit access to the Disclosing Party’s Confidential Information to only those Receiving Party employees, officers, directors, contractors, representative and agents (“Receiving Party Personnel”) relating to matters of our Services or otherwise incidental thereto. The Receiving Party will be responsible to the Disclosing Party for compliance by Receiving Party Personnel with the terms of these Terms. Notwithstanding the foregoing terms, the Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so or to enforce its rights.
- Information disclosed by the Disclosing Party will not be considered “Confidential Information” under these Terms to the extent such information: (A) was in the public domain at the time of its disclosure or has entered the public domain through no fault of the Receiving Party; (B) was already in the rightful possession of the Receiving Party at the time of disclosure by the Disclosing Party; (C) is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information; (D) is disclosed to third parties by the Disclosing Party without confidentiality restrictions; or (E) becomes known to the Receiving Party, without restriction, from a third-party source not directly or indirectly involving a breach of any confidentiality obligation to the Disclosing Party.
- The Receiving Party’s confidentiality obligations under these Terms will survive for 5 years after the termination of these Terms.
- Term and Termination
- These Terms will expire and terminate upon the expiration or termination of your account or subscription to a Service. If you are using the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period. All sections of these Terms which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- We may terminate these Terms at any time upon notice if you default or breach these Terms. We reserve the right to terminate any free trial period at any time. Upon expiration or termination of your account or subscription to our Service, all rights under these Terms relating to our Service will immediately terminate, you will lose all access to the applicable Service, including access to your account. If we terminate these Terms for your breach, any licenses to Licensed Content will terminate.
- Disclaimer of Warranties
- THE SITE AND OUR SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE. WE ALSO DO NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE LICENSE CONTENT.
- Liability Waiver
- WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COBALT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO $500,000, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO USE OF THE SERVICES OR ANY LICENSED CONTENT. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
- Links to Third-Party Platforms
- If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.
- Digital Millennium Copyright Act
- We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to our agent designated below.
- In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the ”DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (iii) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the written notice is accurate; (vii) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- Our designated agent to receive DMCA Notices sent to CEO:
595 Pacific Ave,
4th Floor San Francisco,
- Disputes Resolution and Choice of Forum
- These Terms are governed by, and construed in accordance with, the laws of the State of California, without regard to any choice of law, conflicts of law or other principles that would result in the application of the laws or regulations of any other jurisdiction. Any legal action, claim, or proceeding relating to or arising out of these Terms shall be instituted in a state or federal court of competent jurisdiction in San Francisco, California. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.
- If no court in California is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to these Terms by binding arbitration administered by the International Centre for Dispute Resolution in San Francisco, California in accordance with its International Arbitration Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
- These Terms and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer these Terms or any of your rights or obligations hereunder without our prior written consent. We may freely assign these Terms, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
- If any one or more of the provisions of these Terms are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
- The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of these Terms or any breach, in any one instance, will not waive such term or condition or any subsequent breach.
- Force Majeure
- If we are unable to perform any obligation under these Terms because of any matter beyond our reasonable control, including but not limited to lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third-party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
- General Terms
- If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with these Terms. In all other cases, these Terms constitute the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.
- We are the sole owner of all right, title, and interest in our Platform and this Site and we reserve all rights not granted to you under these Terms. We may modify, replace, or discontinue our Platform and this Site at any time, for any reason, without notice to you. We do not represent that any of the materials on this Site are accurate, complete, or current, and we provide this Site on an “as is, as available” basis.
- You may access our Platform and this Site only if you are 18 years of age or older. We control and operate this Site from our offices within the United States. We do not represent that our Services or material on our Platform or this Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. If you choose to use our Services or access our Platform or this Site from locations outside the United States, you are solely responsible for compliance with applicable laws.
- You may use our Services, our Platform, and this Site only for lawful purposes, and you agree not to otherwise attempt to interfere with the proper working of our Platform or this Site. You are solely responsible for obtaining and maintaining any equipment and services needed to connect to, access, and use our Services, our Platform, and this Site.
- We may give notice by means of a customer notification on our Platform or this Site, electronic mail to your e-mail address on record, or by written communication sent by first-class mail or pre-paid post to your address on the Platform. You may give notice to us at any time by letter sent by e-mail to email@example.com or by letter delivered first-class mail to COBALT at 595 Pacific Ave, 4th Floor San Francisco, CA 94133. All notices shall be deemed to have been given 5 days after mailing (if sent by first class mail) or 24 hours after sending by e-mail.
- You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on our Platform and this Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.