COBALT TERMS OF SERVICE
Last Update : October 2020
Said simply: When you’re on Cobalt.co, you promise to keep these terms and conditions.
We reserve the right to modify or supplement any or all of the terms of this Agreement from time to time without notice to you. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following changes means that you accept and agree to the changes. We encourage you to check this page from time to time, so you are aware of any changes.
We also reserve the right, in our sole discretion, to restrict, suspend or terminate access to all or any part of the Website or to change, suspend or discontinue all or any aspect of the Website, including the availability of any feature, database, information or content, at any time and without prior notice or liability.
Said simply: We may have to change the terms and conditions every once and awhile.
This Website is offered and available to users who are 18 years of age or older. If you are under 18, you may not use this site. By using this site, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements.
Said simply: You must be over 18 years of age.
1. Key Terms
Assignments – Assignments are Digital Services offered for sale on Cobalt. Innovators purchase Assignments. Professionals sell Assignments. Assignments are made available through Projects.
Assignment Brief – A summary of the Assignment provided by the Innovator to a Professional.
Concept Template – The document used for Professionals to deliver their work to the Innovators.
Coupon Codes – Coupon codes are redeemable at check-out to receive discounts on Cobalt products.
Expert Communities – Dedicated spaces within Cobalt for users to find, connect, and communicate with each other by posting news, sharing information, commenting, and messaging around a specific topic.
Innovator -A user who purchases services on Cobalt.
Job Board – A list of available Projects for users to join to bid on Assignments.
Peer to Peer Project NDA – When a Professional user joins a Project, s/he enters an NDA, promising to abide by the terms of the Cobalt Peer-to-peer nondisclosure agreement set forth in Section 6 below.
Platform Fee – Innovators pay a 5% Platform fee for Projects purchased. The Platform fee is in addition to other fees owed by Innovators.
Professional – A user who sell services on Cobalt.
Project – The space where Innovators and Professionals communicate with each other, describe Ideas, share information, discuss needs, and collaborate on the idea. Innovators receive Assignment Bids from Professionals within a Project.
Service Fee –Professionals who sell services to fulfill assignments on Cobalt pay a 20% Service Fee. Said simply, if an assignment is listed for $1,000 within the project from the innovator, the professional working on that assignment would receive $800. ($1,000 X 20% = $200) ($1,000 – $200 = $800).
Only registered Cobalt users may buy and sell on Cobalt. Registration is free for all users.
Innovators pay Cobalt in advance of starting Projects.
Professionals may NOT offer or accept payments from Innovators using any method other than placing an Assignment order through the Website cobalt.co.
Innovators may NOT pay Professionals for Assignments using any method other than processing payment through the Cobalt Website.
When purchasing a Project, Innovators are granted ALL rights for the delivered work. All worked performed by Professionals is considered “work for hire” and is owned by the Innovator.
Cobalt retains the right to use all delivered works for Cobalt marketing and promotion purposes.
All work is covered under the Peer-to-Peer NDA policy. (Section 6)
Innovators may purchase products offered on the Website.
In most locations, purchases on Cobalt can be made by using one of the following payment methods: Credit Card, ACH or PayPal. Additional payment methods may apply in certain locations.
Innovators may not offer direct payments to Professionals using payment systems outside of the Cobalt platform.
In connection with any Project, Innovators grant Cobalt the right to use all publicly published delivered works for Cobalt marketing and promotional purposes.
By using any payment method and/or providing payment details for making purchases on Cobalt, you represent and warrant that: (a) you are legally authorized to provide such information; (b) you are legally authorized or have permission to make payments using the payment method(s); (c) if you are an employee or agent of a company or person that owns the payment method, you are authorized by that company or person to use the payment method to make payments on Cobalt; and (d) such actions do not violate any applicable law.
Professionals may view and select Assignments for which they want to be considered through Cobalt.
Innovators have the sole discretion to select which Professionals they retain to join their Project and work on their Assignments.
Cobalt partners with Payment Services Providers for purposes of collecting payments from Innovators, transferring such payments from Innovators to Professionals, and holding funds in connection with Cobalt Balances.
All payment services in connection with the withdrawal of funds on the Cobalt platform are performed by Cobalt’s Payment Services Providers.
Professionals are responsible for obtaining a general liability insurance policy with coverage amounts that are sufficient to cover all risks associated with the performance of their services.
5. Projects & Assignments
Innovators fund and create Projects on Cobalt.
A Project encapsulates the idea an Innovator is working on.
Assignments are created within a Project to achieve the desired goal of the Project.
Professionals request to join Projects and gain access to review the full Project details and Assignments.
Professionals then bid on Assignments they would like to work.
Innovators select / award Assignments to Professionals to work on a Project.
When Professionals request to join a Project and Innovator accepts that Professional, Professional and Innovator agree to the Peer-to-Peer NDA. (Section 6)
6. Peer-to-Peer NDA
Upon requesting to join a Project for a Professional and upon accepting a Professional to join a Project for an Innovator, both parties agree to the following Peer-to-Peer NDA (“PPNDA”) . The date the Innovator accepts Professional to join the Project will be the effective date of this PPNDA. Professional and Innovator are third party beneficiaries to this Peer-to-Peer NDA with rights to enforce its terms.
6.1 As used herein, “Confidential Information” will mean any and all technical and non-technical information provided by the Innovator to the Professional, which may include without limitation information regarding: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Innovator, including without limitation the Innovator’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Innovator provides regarding third parties; and (d) all other information that the Professional knew, or reasonably should have known, was the Confidential Information of the Innovator.
6.2 Subject to Section 6.3, Professional agrees that at all times and notwithstanding any termination or expiration of this PPNDA it will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by the Innovator, and will use the Confidential Information for no purpose other than in connection with the Project. Professional will also protect such Confidential Information with at least the same degree of care that Professional uses to protect its own Confidential Information, but in no case, less than reasonable care. Professional will limit access to the Confidential Information to only those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
6.3 Professional will not have any obligations under this PPNDA with respect to a specific portion of the Confidential Information if the Professional can demonstrate with competent evidence that such Confidential Information:
- was in the public domain at the time it was disclosed to the Professional;
- entered the public domain subsequent to the time it was disclosed to Professional, through no fault of the Professional;
- was in Professional’s possession free of any obligation of confidence at the time it was disclosed to Professional;
- was rightfully communicated to Professional free of any obligation of confidence subsequent to the time it was disclosed to Professional;
- or was developed by employees or agents of Professional who had no access to any Confidential Information.
6.4 Notwithstanding the above, Professional may disclose certain Confidential Information, without violating the obligations of this PPNDA, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Professional provides the Innovator with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Innovator in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.
6.5 Professional will immediately notify the Innovator in the event of any loss or unauthorized disclosure of any Confidential Information.
6.6 Upon termination or expiration of this PPNDA, or upon written request of Innovator, Professional will promptly return to Innovator all documents and other tangible materials representing any Confidential Information and all copies thereof.
6.7 Confidential Information is and shall remain the sole property of Innovator. Professional recognizes and agrees that nothing contained in this PPNDA will be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this PPNDA, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Professional will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information. Neither this PPNDA nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other, license any products or services to the other, or to require the Innovator to disclose any particular Confidential Information. Nothing in this PPNDA creates or shall be deemed to create any employment, joint venture, or agency between the parties.
6.8 Confidential Information will not be reproduced in any form except as required to accomplish the intent of this PPNDA. Any reproduction of any Confidential Information will remain the property of the Innovator and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Innovator.
6.9 This PPNDA will terminate five (5) year(s) after the Effective Date, or may be terminated by either party at any time upon thirty (30) days written notice to the other party. Professional’s obligations under this PPNDA will survive termination of this PPNDA and will be binding upon Professional’s heirs, successors, and assigns. Professional’s obligations with respect to all Confidential Information will terminate only pursuant to this section.
6.10 INNOVATOR IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY PROFESSIONAL AT ITS OWN RISK. INNOVATOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6.11 This PPNDA and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any disputes under this PPNDA may be brought in the state courts and the Federal courts for the county in which the Innovator’s principal place of business is located, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. This PPNDA may not be amended except by a writing signed by both parties.
6.12 Professional hereby agrees that its breach of this PPNDA will cause irreparable damage to Innovator for which recovery of damages would be inadequate, and that Innovator will be entitled to obtain timely injunctive relief under this PPNDA, as well as such further relief as may be granted by a court of competent jurisdiction.
6.13 If any provision of this PPNDA is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this PPNDA unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this PPNDA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
6.14 Professional will not assign or transfer any rights or obligations under this PPNDA without the prior written consent of the Innovator and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
6.15 Professional will not export, directly or indirectly, any U.S. technical data acquired pursuant to this PPNDA, or any products utilizing such data, in violation of the United States export laws or regulations.
6.16 All notices or reports permitted or required under this PPNDA will be in writing and will be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the end of this PPNDA or such other address as either party may specify in writing.
6.17 Professional agrees that the product, software or material ideas of the Innovator contain valuable confidential information and agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any products or programs contained in the Confidential Information without the prior written consent of Innovator.
This PPNDA is the final, complete and exclusive agreement of Innovator and Professional with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such matters. No modification of or amendment to this PPNDA will be effective unless in writing and signed by the party to be charged.
ALL work completed by Professional for an Innovator as part of a Project is considered WORK FOR HIRE.
When purchasing a Project on Cobalt, when the work is delivered, and subject to payment, Innovator is granted all intellectual property rights, including but not limited to, copyrights for the work delivered from Professional, and the waives any and all rights therein. The delivered work shall be considered “work-for-hire” under the U.S. Copyright Act. In the event the delivered work does not meet the requirements of work-for-hire or when US Copyright Act does not apply, Professional expressly agrees to assign to Innovator the copyright and all other rights in and to the delivered work. All transfer and assignment of intellectual property to Innovator shall be subject to full payment for the Assignment and the delivery may not be used if payment is cancelled for any reason.
In addition, users (both Innovators and Professionals) agree that unless they explicitly indicate otherwise, the content that they voluntarily create/upload to Cobalt, including ALL Project texts, photos, videos, usernames, user photos, user videos and any other information, including the display of delivered work, may be used by, and a license is granted to, Cobalt for no consideration for marketing and/or other purposes.
Innovators may be charged with indirect taxes (such as Sales Tax, VAT or GST) depending on their residency, location and any applicable law, in addition to the price shown on the site, and, in any event, any such taxes will always be displayed to the Innovator before payment.
Innovators agree that they are responsible to comply with all tax requirements applicable to them, including but not limited to any obligation to deduct or withhold taxes. It is hereby clarified that all prices and fees that appear on the Site are the net amounts that will be paid following any direct or indirect taxes, levy, withholding tax and/or deductions.
Professionals agree that they are responsible to comply with all tax requirements applicable to them, depending on their residency, location and any applicable law.
8. Withdrawing Revenue
The first payout for every new account is typically paid out 7 days after the first successful payment is received. This waiting period can be up to 14 days for Professionals in certain industries and locations.
Once funds are deposited into a user’s Wallet, Cobalt users may withdraw funds from their Wallet at any time.
Fees associated with withdrawing funds from a user’s Wallet to a user’s bank account vary by residence /location.
9. Project Disputes & Assignment Cancelations
Professionals agree to deliver work by the date specified in the Assignment Brief.
Work that is delivered late or after the date within the Assignment Brief may be eligible for nonpayment.
Professionals will be given 24 hours to respond after the Assignment due date. If Professional is unresponsive, abusive or threatening to hold back deliverables, the Assignment will be canceled and no funds will be set to Professional.
Cobalt encourages Innovators and Professionals to resolve service disputes mutually.
If disputes cannot be resolved mutually, please email the details of the transaction and concerns to email@example.com.
Our disputes team will review disputed Assignments within (3) business days and make a determination based on but not limited to; deliverables, timeliness, harassment, unlawful behavior, or other violations of Cobalt’s Terms of Service.
Assignments are not eligible to be cancelled by Innovator based on the quality of service/materials delivered by Professional.
If the Assignment was rendered as described in the Assignment Brief, Innovators may rate their experience with Professional by giving feedback on the Concept Template.
Innovators may fund projects on Cobalt in several different currencies. Unless stated otherwise, you will be charged in the currency displayed on the payment page. All currency exchange services in connection with payments and withdrawals in local currencies are performed by Cobalt’s Payment Services Providers.
Innovators should note that all prices on Cobalt are always derived from their original US$ price and, therefore, non-US$ currency prices may change daily in accordance with exchange rates fluctuations and may also include conversion fees.
Your Cobalt Balance is always valued in US$, even if it is displayed in a non-US$ currency. Therefore, if you should choose to view your Cobalt Balance in any currency other than US$, it may change daily in accordance with exchange rates fluctuations, while always maintaining the same US$ value.
11. User Conduct & Protection
Cobalt allows users from around the world to connect, collaborate on Projects and work on Assignments. Our users communicate and engage through projects, assignments, social media and in Cobalt’s Communities.
To report a violation of our Terms of Service and/or our Community Standards, User Misconduct, or inquiries regarding your account, please contact our Customer Support team at firstname.lastname@example.org.
To protect our users’ privacy, user identities are kept anonymous. Requesting or providing Email addresses, Skype/IM usernames, telephone numbers or any other personal contact details to communicate outside of Cobalt in order to circumvent or abuse the Cobalt messaging system or Cobalt platform is not permitted.
All necessary exchange of personal information required to continue a service may be exchanged within the Project or Assignment pages.
Cobalt does not provide any guarantee of the level of service offered to Innovators.
Cobalt does not provide protection for users who interact outside of the Cobalt platform.
All information and file exchanges must be performed exclusively on Cobalt’s platform.
Rude, abusive, improper language, or violent messages will not be tolerated and may result in an account warning or the immediate suspension/removal of your account.
Cobalt is open to everyone. Discrimination against a community member based on gender, race, age, religious affiliation, sexual preference or otherwise is not acceptable and may result in the immediate suspension/removal of your account.
Users may not submit proposals or solicit parties introduced through Cobalt to contract, engage with, or pay outside of Cobalt.
If you see any content that may violate our Terms of Service, please report it to email@example.com.
The following usage will NOT be permitted:
Adult Services & Pornography – Cobalt does not allow any exchange of adult oriented or pornographic materials and services.
Inappropriate Behavior & Language – Communication on Cobalt should be friendly, constructive, and professional. Cobalt condemns bullying, harassment, and hate speech towards others. We allow users a medium for discussions between individuals and to engage on our Communities and Social Media pages.
Phishing and Spam – Members’ security is a top priority. Any attempts to publish or send malicious content with the intent to compromise another member’s account or computer environment is strictly prohibited. Please respect our members’ privacy by not contacting them with offers, questions, suggestions or anything which is not directly related to their idea, project or assignment.
Privacy & Identity – You may not publish or post other people’s private and confidential information. Any exchange of personal information required for the completion of a service must be provided in the Project or Assignment Page. Professionals further confirm that whatever information they receive from the Innovator, which is not public domain, shall not be used for any purpose whatsoever other than for the delivery of the work to the Innovator. Any users who engage and communicate off of Cobalt will not be protected by our Terms of Service.
Authentic Cobalt Profile – You may not create a false identity on Cobalt, misrepresent your identity, create a Cobalt profile for anyone other than yourself (a real person), or use or attempt to use another user’s account or information; Your profile information, including your description, skills, location, etc., while may be kept anonymous, must be accurate and complete and may not be misleading, illegal, offensive or otherwise harmful.
Intellectual Property Claims – Cobalt will respond to clear and complete notices of alleged copyright or trademark infringement, and/or violation of third party’s terms of service.
Fraud / Unlawful Use – You may not use Cobalt for any unlawful purposes or to conduct illegal activities.
Abuse & Spam
Multiple Accounts – To prevent fraud and abuse, users are limited to one active account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the Cobalt community will be disabled. Mass account creation may result in disabling of all related accounts. Note: any violations of Cobalt’s Terms of Service is a cause for permanent suspension of all accounts.
Targeted Abuse – We do not tolerate users who engage in targeted abuse or harassment towards other users on Cobalt.
Selling Accounts – You may not buy or sell Cobalt accounts.
14. General Terms
Cobalt reserves the right to put any account on hold or permanently disable accounts due to breach of these Terms of Service or due to any illegal or inappropriate use of the Site or services.
Violation of Cobalt’s Terms of Service may result in your account being disabled permanently.
Users with disabled accounts will not be able to sell or buy on Cobalt.
Users who have violated our Terms of Service and had their account disabled may contact firstname.lastname@example.org for more information surrounding the violation and status of the account.
Users must be able to verify their account ownership through Customer Support by providing materials that prove ownership of that account.
Professionals will be able to withdraw their revenues from disabled accounts after a safety period of 90 days following full verification of ownership of the account in question, from the day of the last cleared payment received in their account and subject to Cobalt’s approval.
Cobalt may make changes to its Terms of Service from time to time. When these changes are made, Cobalt will make a new copy of the terms of service available on the Website.
You understand and agree that if you use Cobalt after the date on which the Terms of Service have changed, Cobalt will treat your use as acceptance of the updated Terms of Service.
15. User Generated Content
User Generated Content (“UGC”) refers to the content added by users as opposed to content created by the Website or by Cobalt.
All content uploaded to Cobalt by our users (Innovators and Professionals) is User Generated Content. Cobalt does not check or monitor user uploaded/created content for appropriateness, violations of copyright, trademarks, other rights or violations.
We invite all users to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled.
Cobalt is not responsible for the content, quality or the level of service provided by Professionals. We provide no warranty with respect to the Projects and Assignments, their delivery, and any communications between Innovators and Professionals. By offering a service, Professional undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the service that is offered on Cobalt.
17. Machine Translation
Certain user-generated content on the Website may be translated for your convenience using translation software powered by Amazon or Google. Reasonable efforts have been made to provide an accurate translation, however, no automated translation is perfect nor is it intended to replace human translators.
Such translations are provided as a service to users of the Website, and are provided “as is”. No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of such translations made from English into any other language.
Some user-generated content (such as images, videos, Flash, etc.) may not be accurately translated or translated at all due to the limitations of the translation software.
The official text is the English version of the Website. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated content, please refer to the English version of the content which is the official version.
16. Disclaimer of Warranties
THE WEBSITE 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 WEBSITE OR OUR SERVICES.
18. 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 WEBSITE OR OUR SERVICES. 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 $1,000 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 YOUR USE OF OR ACCESS TO THIS WEBSITE AND OUR SERVICES. 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.
20. 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 Website infringe your copyright, you may request removal of those materials from this Website 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: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Website, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (e) 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; (f) a statement that the information in the written notice is accurate; (g) 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 is:
249 Page St.
San Francisco, CA 94102
21. Force Majeure
If we are unable or unwilling, in our reasonable discretion, to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to epidemic or pandemic (including the widespread transmission of COVID-19), 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.
22. Disputes Resolution & Choice of Forum
This Agreement is 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 this Agreement 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 this Agreement.
If no court in California is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to this Agreement 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.
If any provision of this Agreement is for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision 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.
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 this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.
This Agreement constitutes the entire agreement between the you and us concerning its subject matter and supersedes all prior communications and proposals. We control and operate the Website from our offices within the United States. Access to the Website from locations where its contents are illegal is prohibited. If you choose to access the Website from locations outside the United States, you are solely responsible for compliance with applicable laws. You consent to receive communications from us or as part of Cobalt electronically, such as emails, texts, mobile push notices, or notices and messages on the Website. 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.