Terms of Use | Cobalt

Welcome to Cobalt!

Please review these Terms of Use (“Terms of Use”) before using or accessing the website located at joincobalt.com and any subdomain thereof (the “Site”). If you do not agree to these Terms of Use, you should exit this Site. To make these Terms of Use easier to read, the Site and services and applications accessible via the Site are collectively called the “Services”. If you are accessing the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Use, and "User" (or “you” and “your” as the context may require) will refer to that entity.

The Services are operated by Cobalt Financial Technologies Inc., a Delaware corporation (the “Company", "Cobalt", "we" or "us"). By accessing or using the Services, you, the User, signify that you have read, understand and agree to be bound by these Terms of Use. In addition to these Terms of Use, you may enter into other agreements with us that will govern your use of specific aspects of the Services offered by us (collectively, “Other Agreements”). If there is any contradiction between these Terms of Use and any Other Agreement you enter into for specific aspects of the Services, the Other Agreement shall take precedence in relation to the specific aspects of the Services to which it applies.

Changes to these Terms of Use

We may make changes to these Terms of Use from time to time. If we do this, we will post the changed Terms of Use on the Site and will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the new Terms of Use.

Eligibility, license and representations

Eligibility: General

The Services are intended solely for companies or legal entities that are based in the United States that are in good standing in each jurisdiction in which they are registered to conduct business and that are not otherwise barred from using the Services under applicable law. The Services are not intended for individuals. Specific aspects of the Services may be subject to additional requirements, including you continuing to meet (at Cobalt’s sole determination) Cobalt’s rating and evaluation requirements from time to time, as further stated in the relevant Other Agreement. If you violate any of these Terms of Use, or otherwise violate an agreement between you and us, the Company may terminate your access and use of Services, and delete your account and any content or information that you have posted on the Services and/or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services), at any time in its sole discretion, with or without notice.

Electronic Transactions and Disclosures

Because Cobalt operates only on the Internet, you acknowledge that, should you use the Services, it is necessary to transact business with us online and electronically. As part of doing business with us or with a partner originating bank (“Partner Bank”), you acknowledge and agree that it is necessary to give you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Services, including any advances you may request or receive, your registration as customer on the Services, your use of the Services, and the servicing of your advance, (each, a "Disclosure"), from us or a Partner Bank. The decision to do business with us and/or with any of our Partner Banks electronically is yours. This document informs you of your rights concerning Disclosures.

Customer Communications: By accepting these Terms of Use, you acknowledge that it is necessary to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes in connection with the provision of the Services, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in anyway, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You certify, warrant and represent that the telephone numbers that you have provided to us are your numbers and do not relate to another individual or business. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular telephone number.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from Cobalt. You acknowledge that following such a request to unsubscribe, you may receive one final text message from Cobalt confirming your request. For help, contact us at support@joincobalt.com

Electronic Communications. Any Disclosures will be provided to you electronically through our Site or via electronic mail to the email address you provided. If you require paper copies of such Disclosures, please email us at legal@joincobalt.com.

Scope of receipt of Disclosures and transacting business electronically. Your receipt of Disclosures and ability to transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Cobalt or between you and our Partner Bank. This will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

Doing Business Electronically. You confirm that you have the required hardware and software capabilities needed to use the Services.

How to Contact Us regarding Electronic Disclosures. You can contact us via email at legal@joincobalt.com.

You agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site.

Change in Your Contact Information. You will keep us informed of any change to your email address, telephone number and primary business address.

Proprietary Rights in Services Content; Limited License

All content on the Services, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Services Content"), are the proprietary property of the Company or its licensors with all rights reserved. No Services Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below). Provided that you are eligible for use of the Services, you are granted a limited, non-exclusive, fully revocable license to access and use the Services and to download or print a copy of any portion of any content on the Site solely for your use in connection with your use of the Services, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Services Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Services Content is strictly prohibited. Any use of the Services or the Services Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and, without prejudice to any other rights available to Cobalt, will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

Registration for the services

For certain features of the Services, you might need an account.

By registering for an account with the Services, you certify that:

Any information you provide to us, both when you register and, in the future, is and will be true, accurate, current and complete
You are only registering an account for a business registered in the United States and comply with the requirements of these Terms of Use
You will keep all information up-to-date

By registering for an account with the Services, you further confirm the following:

You understand that Cobalt may use and analyze your information in order to (a) provide you with a better experience; (b) provide you with customized recommendations (c) serve you targeted offers and advertisements; (d) run statistical analysis; and (e) aggregate your data and publish results in a way that cannot identify you individually.

You will grant (or procure the grant of) such access as Cobalt may require to connect to any appropriate data sources in order to supply the Services to you, including (without limit) any third party payroll service, bank, recurring revenue subscription software or payment processing services. You will provide, and shall procure that any such third party provides, Cobalt with all necessary cooperation in connection with the same. The supply of the Services by Cobalt is conditional upon such access and cooperation.

You further acknowledge and agree that Cobalt may disclose certain of your data (including Registration Data and/or User Content) (i) to Cobalt’s third-party referral partners, including if you were referred to the Services from a referral partner of Cobalt, and (ii) to third parties as reasonably necessary (in Cobalt’s good-faith discretion) to provide and maintain the Services, and as otherwise required by applicable law.

Registration Data; Account Security

In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you and your business Services, in each case as may be prompted by any registration forms on the Site or otherwise requested by the Company ("Registration Data"), including the business or entity's full legal name; (b) provide such materials as the Company may request to establish and/or verify your authority to enter into binding agreements, your legal existence, good standing in any jurisdiction and eligibility to use the Services; (c) maintain the security of your password and identification; (d) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; (e) promptly notify the Company regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Services or the terms on which you use the Services; and (f) be fully responsible for all use of your account and for any actions that take place using your account. In the event that a third party gains access to your username or password, you should notify us immediately by emailing support@joincobalt.com. We are not liable for any loss resulting from your failure to protect the confidentiality of your username or password.

Furthermore, you represent and warrant and agree that you will not represent or portray your business or entity as being affiliated with the Company in any capacity other than being a User of the Services without the Company's prior written consent.

Restrictions on use

You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory, fraudulent or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Services for any other purpose. You further agree that you may not use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services. In addition, you agree not to use the Services to:

upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
except where authorized by the Company, register for more than one User account, or operate a User account on behalf of or for the benefit of any person or entity who is not eligible to register for or operate a User account in their own name;
operate or otherwise utilize an account for any purpose prohibited by law or regulation, any activity which you are not duly authorized to conduct, or for any purpose prohibited by any other agreement between you and the Company or a Partner Bank;
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, or your affiliation with or authority to act on behalf of any person or entity;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
upload, post, transmit, share or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
use or attempt to use another's account, service or system without authorization from that person and the Company, or create a false identity on the Services; or
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose the Company or its users to any harm or liability of any type.

Restrictions on Data Collection/Termination

Without our prior consent, you may not:

use any automated means to access this Site or collect any information from the Services (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
frame the Site, utilize framing techniques to enclose any Services Content or other proprietary information, place pop-up windows over this Site's pages, or otherwise affect the display of this Site's pages;
engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information;
upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any Cobalt member or third party;
Use data provided by Cobalt, provided in any manner whatsoever, for any competing uses or purposes. You further agree that you have never used data, provided in any manner whatsoever, from Cobalt in the past to compete with the products or services of Cobalt; or
use the Services in any manner that violates applicable law or that could damage, disable, overburden, or impair this Services or interfere with any other party's use and enjoyment of this Services

We may terminate, disable or throttle your access to, or use of, the Services at any time without notice for any reason, with or without cause at Cobalt’s sole discretion.

The following provisions of these Terms of Use shall survive termination of your use or access to the Services: the sections concerning “User Content”, “Disclaimers”, “Indemnity”, “Limitation on Liability”, “Governing Law and Jurisdiction”, “Others”, and any other provision that by its terms survives termination of your use or access to the Services.

User content

You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, "post") on or through the Services (collectively the "User Content"). You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, other users or others.

By posting User Content on or through the Services, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, modify, create derivative works, reformat, translate, excerpt (in whole or in part) and distribute such User Content in connection with operating and providing the Services, including in connection with underwriting, risk management and marketing activities. You may remove your User Content from the Services at any time. If you choose to remove your User Content, the license granted above will not expire.

Services we may provide to you

As part of our Services, we may provide you with analysis and estimates. Any such information is illustrative and for informational purposes only. We base our analysis and estimates on certain assumptions and data that might be available to us. Our analysis and estimates are uniquely ours and are not endorsed by any third-party partner. Furthermore, any analysis or estimate is determined by our own proprietary methodology. As such, we may change, alter, or modify any methodology at any time and elect to emphasize, ignore, or alter certain factors in our sole and absolute discretion.

Our Services are intended to be used within the United States. We make no representations or warranties that the information, products, or services provided through our Services, or our Content, are appropriate for other jurisdictions. If necessary, we reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion.

Intellectual property matters

Trademarks

Cobalt and other Company’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of the Company in the U.S. and/or other countries. The Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to legal@joincobalt.com.

Feedback

You may, from time to time, provide Cobalt with any suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). You hereby grant Cobalt a perpetual, irrevocable, worldwide, fully-paid up, sub-licensable, royalty free right and license to use and exploit all Feedback in connection with Cobalt’s business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Services. You acknowledge and agree that any Feedback you submit is not confidential. Cobalt has no obligation to compensate or credit you for Feedback you provide, regardless of whether or how we may use or otherwise commercialize or exploit it.

Beta Services

Cobalt may grant you a limited, revocable, non-transferable, and non-sublicensable license to access and use new features that are marked as alpha or beta versions during a limited period of time for demonstration, testing, or evaluation purposes (“Beta Services”). Beta Services may be unstable or incomplete, changed in backward-incompatible ways, have significant design issues and not be guaranteed to be released and generally available. You agree not to use any Beta Services for any mission critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use.

The terms of this section supersede any conflicting terms and conditions in this Terms of Use with respect to any Beta Services. Cobalt may suspend or terminate the license granted in this section at any time and for any or no reason without notice. You acknowledge and agree that Beta Services may be disabled after the expiration or termination of the evaluation period.

‍Links to Other Web Sites and Content

The Site contains (or you may be sent through the Services) links to other websites ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third-Party Sites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Sites or Third Party Content accessed through the Services, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third-Party Sites or the Third-Party Content. Inclusion of or linking to any Third-Party Site or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

Privacy

Cobalt processes personal data in accordance with its Privacy Policy.

Disclaimers

None of Company's, its parent, any of its affiliates, subsidiaries, providers or their respective officers, directors, employees, agents, independent contractors or licensors (collectively the "Cobalt Parties") guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Content and the Cobalt Parties disclaim liability for errors or omissions in the Content.

THE SERVICES AND ALL OF THE SERVICES CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE SERVICES CONTENT. THE COBALT PARTIES DO NOT WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Although we provide rules for User conduct and postings, we do not control and are not responsible for any User Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Services. The Company cannot guarantee and does not promise any specific results from use of the Services to obtain an advance.

The Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Services or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage to any User Content.

The Company reserves the right to change any and all content contained on the Services at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.

Limitation on Liability

IN NO EVENT WILL THE COMPANY OR ANY COBALT PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES OR ANY OF THE SERVICES CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S LIABILITY TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES OR ANY OF THE SERVICES CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO, AS APPLICABLE (A) THE HIGHER OF (X) THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY FOR THE SERVICES, OR (Y) ONE THOUSAND DOLLARS ($1,000), OR (B) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COMPANY, ONE HUNDRED DOLLARS ($100).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

Governing Law and Jurisdiction

These Terms of Use and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to these Terms of Use and the services contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of Delaware. Each party hereto irrevocably and unconditionally submits to the jurisdiction of the courts of the State of Delaware sitting in New Castle County and of the United States District Court of the District of Delaware, in any action or proceeding arising out of or relating to these Terms of Use, or for recognition or enforcement of any judgment. Each party hereto agrees that a final judgment in any such action, litigation, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein shall affect any right that either party may otherwise have to bring any action or proceeding relating to these Terms of Use against the other or its properties in the courts of any jurisdiction. Each party hereto, waive, to the extent permitted by applicable law, any right each may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this paragraph. Each party hereto waives personal service of process and irrevocably consents to the service of process by registered or certified mail at the address set forth for notices. Each party hereby agrees that any controversy, dispute, or claim between the parties arising out of or relating to these Terms of Use shall be resolved by an arbitration conducted in accordance with the Delaware Rapid Arbitration Act (10 Del. Code § 5801 et. sec.).

Indemnity

You agree to indemnify and hold the Company and the Cobalt Parties, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms of Use or of any law or the rights of any third party.

Others

These Terms of Use (together with all applicable Other Agreements) constitute the entire and exclusive understanding and agreement between Company and you regarding the Services, and these Terms of Use (together with all applicable Other Agreements) supersede and replace all prior oral or written understandings or agreements between Company and you regarding the Services. The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. You may not assign or transfer these Terms of Use, by operation of law or otherwise, without providing the Company’s with advance written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null. Company may freely assign or transfer these Terms of Use without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications provided by Company under these Terms of Use will be given: (i) via email; or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Contact Information

If you have any questions about these Terms of Use or the Services, please contact Company at support@joincobalt.com.