COBALT TERMS OF SERVICE

Last Update : Sept. 2021 

 

These terms of use are an agreement between Cobalt Technologies, Inc. (“we,” “us” or “our”) and the person or company accepting these terms (“you” or “your”). This agreement (the “Agreement”) governs your use of the services made available through the website www.cobalt.co or app.cobalt.co (the “Website”). By using the Website, you acknowledge that you have reviewed and agree to all of the terms of this Agreement.  Your use of certain parts of the Website may also be subject to additional terms outlined elsewhere on the Website or separate terms of service.  If you do not agree to these terms, you may not access or use the Website.

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 a while. 

 

By using the Website, you also acknowledge that you are aware of and accept the terms of our Privacy Policy.

 

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 to use Cobalt. 

 

  1. Key Terms 

 

Brief –  Information provided by the buyer to the seller to complete the order and deliver the Service Product. 

 

Buyers – Users who purchase Service Products on Cobalt are buyers. 

 

Coupon Codes – coupon codes are redeemable at check-out to receive discounts on Cobalt. 

 

Disputes – For all disputes, please contact: community@cobalt.co; responses can take up to 72 hours. 

 

Peer-to-Peer NDA – Buyers who create accounts on Cobalt own all intellectual property inside and created within the Buyer’s account. Service Products delivered by sellers for buyers is work-for-hire. When a seller accepts a buyer’s Order, s/he agrees to the peer-to-peer NDA, promising to abide by the terms of the Cobalt Peer-to-peer nondisclosure agreement.

Orders –  Orders are how buyers purchase Service Products offered for sale by sellers on Cobalt. Buyers purchase Orders from sellers. Sellers deliver Service Products via Orders in the Cobalt Platform. The Orders section of the platform is where buyers and sellers message, describe Ideas, share information, discuss needs, collaborate, and where the deliverable(s) of the Service Products are delivered, reviewed and accepted by buyer. 

 

Platform Fee – Buyers pay a 10% Platform fee on all Service Products ordered. The Platform fee is in addition to the cost of Service Product. 

 

Sellers – Users who sell Service Products on Cobalt. 

 

Service Fee –  Users selling Service Products pay a 5% Service Fee to Cobalt. 

 

Transaction Fee –  Buyers pay a 2.9% Transaction Fee, charged by the payment processor and is in addition to the price of Orders. Transaction fees depend on the location of bank account and local currency, There may be additional fees charged by credit card networks and payment processors. Please visit Stripe’s Terms of Use for more information on their fees.

 

Wallet –  Buyers and sellers manage payments and payouts on Cobalt through the Wallet feature. Cobalt’s Wallet is powered by Stripe, please visit Stripe’s Terms of Use for more details. 

 

  1. Overview 

: Only registered Cobalt users may buy and sell on Cobalt. Registration is free for all users. 

 

  1. Buyers 

: Buyers purchase Service Products offered for sale by seller on the Cobalt platform in the Expert Marketplace

: 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.

: Buyers may not offer direct payments to Sellers using payment systems outside of the Cobalt platform.

 

: Cobalt retains the right to use all publicly published delivered works for Cobalt marketing and 

promotional purposes.

 

: To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities, payment information in connection with withdrawals is collected by Cobalt’s Payment Services Providers. Payment Services Providers may also collect such other information as necessary for proposals of processing withdrawal payments. 

 

: Cobalt is not exposed to the payment information provided to Payment Services Providers, and this information is subject to the privacy policy applicable to the Payment Service Provider. 

 

: 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.

 

  1. Sellers 

: Buyers order Service Products from sellers in the Cobalt Expert Marketplace. Sellers create and manage their own Service Products, defining what they want to sell and for what price in the Expert Marketplace. 

 

: Buyers have the sole discretion to select which Sellers they purchase Orders from and work on the development of their product. 

 

: Cobalt partners with Payment Services Providers for purposes of collecting payments from Buyers, transferring such payments from Buyers to Sellers, 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.

 

: Sellers 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.

 

  1. Orders

: When Buyers purchase Service Products in the Cobalt Marketplace from Experts, an Order is created.  

: Orders allow Buyers to progress through product development through purchased Service Products, conversations, design artifacts, and nuts and bolts business needs like forming an LLC and setting up a website.
: Sellers create, sell, and deliver Service Products to build a professional portfolio of work that they can use within Cobalt and outside of it, and most importantly it allows them to be paid for work completed within the Cobalt app. Buyers order Service Products from Sellers. 

: An Order is marked as Completed once it is delivered and accepted by a buyer.
: An Order will be automatically marked as Completed if not accepted and no request for revision was requested by buyer within 3 days after the Order was marked as Delivered.

: When a Buyer Orders a Service Product, the Seller is notified by email as well as notifications on the Cobalt platform while logged into the account.

: Sellers are required to meet the Order delivery details; failing to meet Order delivery details allows the Buyer to cancel the Order, if/when an Order is marked as late and may harm the Seller’s ability to continue to sell on the Cobalt platform. 

: Sellers must deliver all Orders via the Orders interface within the Cobalt platform. Failure to deliver Orders via the Orders interface on Cobalt will result in non-payment. 

: Users (Buyers and Sellers) are responsible for scanning all transferred files for viruses and malware. Cobalt will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.

: Buyers may use the “Request Revisions” feature located on the Orders interface to request a revision. 

: Sellers will be notified via email and notification on Cobalt while logged into the platform for requests for revisions. 

: Sellers may NOT offer or accept payments from Buyers using any method other than purchasing an Order on Cobalt. 

: Buyers may NOT pay Sellers using any method other than purchasing an Order on Cobalt. 

: When purchasing an Order, Buyers are granted ALL rights for delivered work. All work delivered by Sellers is work for hire and is owned by the Buyer.

: Cobalt retains the right to use all delivered works for Cobalt marketing and promotion purposes without written permission. 

: All work is covered under the Peer-to-Peer NDA policy. (Section 6) 

: Cobalt cares about your privacy. You can read our Privacy Policy here.

 

  1. Peer-to-Peer NDA 

Any information an buyer to discloses to a seller in an Order is solely for use delivering the Service Product. Upon accepting an Order, Sellers and Buyers agree to a Peer-to-Peer NDA (Section 6) between the two parties. The date the Order is accepted by the Seller will be the effective date of this agreement. 

6.1 As used herein, “Confidential Information” will mean any and all technical and non-technical information provided by the Buyer to the Seller, 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 Buyer, including without limitation the Buyer’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 Buyer provides regarding third parties; and (d) all other information that the Seller knew, or reasonably should have known, was the Confidential Information of the Buyer.

6.2 Subject to Section 3, the Seller agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by the Buyer, and will use the Confidential Information for no purpose other than the Permitted Use. The Seller will also protect such Confidential Information with at least the same degree of care that the Seller uses to protect its own Confidential Information, but in no case, less than reasonable care. The Seller 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 The Seller will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information if the Seller can demonstrate with competent evidence that such Confidential Information:

(a) was in the public domain at the time it was disclosed to the Seller;

(b) entered the public domain subsequent to the time it was disclosed to the Seller, through no fault of the Seller;

(c) was in the Seller’s possession free of any obligation of confidence at the time it was disclosed to the Seller;

(d) was rightfully communicated to the Seller free of any obligation of confidence subsequent to the time it was disclosed to the Seller; or

(e) was developed by employees or agents of the Seller who had no access to any Confidential Information.

6.4 Notwithstanding the above, the Seller’s may disclose certain Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Seller provides the Buyer with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Buyer 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 The Seller will immediately notify the Buyer in the event of any loss or unauthorized disclosure of any Confidential Information.

6.6 Upon termination or expiration of this Agreement, or upon written request of the Buyer, the Seller will promptly return to the Buyer 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 the Buyer. The Seller recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, 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. The Seller  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 Agreement 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 Buyer to disclose any particular Confidential Information. Nothing in this Agreement 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 Agreement. Any reproduction of any Confidential Information will remain the property of the Buyer and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Buyer.

6.9 This Agreement 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. The Seller’s obligations under this Agreement will survive termination of this Agreement and will be binding upon the Seller’s heirs, successors, and assigns. The Seller’s obligations with respect to all Confidential Information will terminate only pursuant to Section 3.

6.10 THE BUYER IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY THE SELLER AT ITS OWN RISK. THE BUYER 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 Agreement 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 Agreement may be brought in the state courts and the Federal courts for the county in which the Company’s principal place of business is located, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. This Agreement may not be amended except by a writing signed by both parties.

6.12 The Seller hereby agrees that its breach of this Agreement will cause irreparable damage to the Buyer for which recovery of damages would be inadequate, and that the Buyer will be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

6.13 If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement 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 Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

6.14 The Seller will not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Buyer and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

6.15 The Seller will not export, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, 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 Agreement 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 Agreement or such other address as either party may specify in writing.

6.17 The Seller agrees that the product, software or material ideas of the Buyer 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 the Buyer.

This Agreement is the final, complete and exclusive agreement of the parties 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 Agreement will be effective unless in writing and signed by the party to be charged.The Peer-toPeer NDA is to protect the confidentiality of certain confidential information of the 

  1. Ownership 

ALL work completed by a Seller for a Buyer on the Website is considered WORK FOR HIRE. 

When purchasing a Service Product on Cobalt, when the deliverables are delivered, and subject to payment, the Buyer is granted all intellectual property rights, including but not limited to, copyrights for the work delivered from the Seller, and the Seller 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, the Seller expressly agrees to assign to Buyer the copyright in the delivered work. All transfer and assignment of intellectual property to Buyer shall be subject to full payment for the Order and the delivery may not be used if payment is cancelled for any reason. 

 

In addition, users (both Buyers and Sellers) agree that unless they explicitly indicate otherwise, the content users 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 Cobalt for no consideration for marketing and/or other purposes.

 

  1. Taxes 

Buyers 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 Buyer before payment.

 

Buyers 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.

 

Sellers agree that they are responsible to comply with all tax requirements applicable to them, depending on their residency, location and any applicable law. 

 

  1. 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 Sellers 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 users Wallet to a users bank account vary by residence and/or location. 

 

  1. Disputes & Cancelations  

: Sellers agree to deliver work by the date specified in the Order.

: Work that is delivered late or after the date within the Order may be eligible for non payment. 

: Sellers will be given 24 hrs to respond after the Order due date. If the Seller is unresponsive, abusive or threatening to hold back deliverables, the Order will be canceled and no funds will be set to the Seller.  

: Cobalt encourages Buyers and Sellers to resolve service disputes mutually. 

: If disputes cannot be resolved mutually, please email the details of the transaction and concerns to community@cobalt.co 

: 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.

: Orders are not eligible to be cancelled by the Buyer based on the quality of service/materials delivered by the Seller. 

: If the Order  was rendered as described in the Service Product, Buyers may rate their experience with the Seller by giving Seller feedback

 

  1. Currencies 

: Buyers may purchase Service Products 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. 

: Buyers 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 rate 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 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. 

 

  1. User Conduct & Protection 

To report a violation of our Terms of Service and/or our Community Standards, User Misconduct, or inquiries regarding your account, please contact our Community team at community@cobalt.co

 

: All necessary exchange of information required for a seller to complete and deliver a Service Product service must be exchanged within an Order on Cobalt. 

: Cobalt does not provide any guarantee of the level of service offered to Buyers. 

: 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 community@cobalt.co

 

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 on our 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. Sellers further confirm that whatever information they receive from the Buyer, which is not public domain, shall not be used for any purpose whatsoever other than for the delivery of the work to the Buyer. 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.

 

  1. 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 get your account 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 community@cobalt.co 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.

: Sellers 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 this page.

: 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.

 

  1. User Generated Content 

: User Generated Content (“UGC”) refers to the content added by users as opposed to content created by the Site. 

: All content uploaded to Cobalt by our users (Buyers and Sellers) is User Generated Content. Cobalt does not check 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 the Sellers. We provide no warranty with respect to the Service Products, Sellers or Orders delivered,, and any communications between Buyers and Sellers. By offering a Service Product for sale, the Seller undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the Service Product  that is offered on Cobalt. 

 

  1. 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.

 

  1. 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.

 

  1. 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. 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.

 

  1. Indemnification 

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.  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.

 

  1. 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:
By letter:
COBALT
249 Page St.
San Francisco, CA 94102
by e-mail: community@cobalt.co

 

  1. 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.

 

  1. 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 of 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.

 

THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

  1. Servablity 

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.

 

  1. Non-Waiver 

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.