Merchant Services Terms of Use

1. Scope and Relationship to Master Agreement

1.1 Addendum. This Merchant Processing Addendum (“Addendum”) supplements and is incorporated into the Cobalt Payments Inc. End User License Agreement & Terms of Use (the “Master Agreement” or “EULA”) between Cobalt Payments Inc. and its subsidiaries and affiliates (collectively, “Cobalt,” “Bevly,” “BevlyPOS,” “we,” “us”) and the merchant entity using Cobalt’s payment processing or merchant services features (“you,” “Merchant”).

1.2 Applicability. This Addendum applies only to Merchants who use the payment processing, transaction processing, or merchant services features of the Cobalt Services. If you do not use these features, this Addendum does not apply to you.

1.3 Defined Terms. Capitalized terms used but not defined in this Addendum have the meanings given to them in the Master Agreement.

1.4 Conflict. In the event of a conflict between this Addendum and the Master Agreement, this Addendum shall control with respect to payment processing and merchant services matters. For all other matters, the Master Agreement shall control.

1.5 Incorporation. Except as modified by this Addendum, all terms and conditions of the Master Agreement remain in full force and effect.

2. Payment Processing Services

2.1 Services. Cobalt may provide payment processing and merchant services functionality as part of the Cobalt Services, enabling you to accept and process payment transactions through approved Devices.

2.2 Authorized Providers. Your obligations under this Addendum are in addition to (and not in substitution of) any obligations imposed on you by any authorized payment provider (“Authorized Provider”) under any separate agreement covering purchase, lease, or use of payment processing services or Devices. Where applicable, Cobalt may collect fees on behalf of, and remit fees to, an Authorized Provider.

2.3 Card Association Rules. You agree to comply with all applicable card association (e.g., Visa, Mastercard, American Express, Discover) rules, regulations, and operating procedures as a condition of using the payment processing features.

3. Transaction Requirements and Warranties

You represent and warrant that with respect to every transaction submitted through the Cobalt Services:

  • (a) The transaction is genuine and arises from a bona fide sale of goods or services that you directly sold or provided to the customer;
  • (b) The transaction accurately describes the goods or services sold and delivered to the purchaser;
  • (c) The transaction amount represents the correct price for goods or services purchased from your business;
  • (d) Except in the ordinary course of business, no transaction represents a sale to any principal, partner, proprietor, or owner of your entity;
  • (e) You will fulfill all obligations to each customer for whom you submit a transaction and will resolve any consumer dispute or complaint directly with the consumer;
  • (f) You will not use the Cobalt Services to accept payment for any illegal activity in any jurisdiction in which you do business; and
  • (g) You will not fraudulently use the payment processing features of the Cobalt Services.
  • 4. Merchant Representations and Warranties
  • In addition to the representations in the Master Agreement, you represent and warrant that:
  • (a) You are validly existing, in good standing, and have the right, power, and authority to enter into and perform under this Addendum and the Master Agreement;
  • (b) You, all transactions initiated by you, and your use of the Cobalt Services will comply with all Applicable Laws, including tax laws, regulations, and card association rules;
  • (c) You have obtained all necessary rights and given all required notices for Cobalt to process transaction data and Cobalt Data as set forth herein;
  • (d) All information and data you provide regarding your business is accurate, complete, and current; and
  • (e) You are not engaged in and will not accept payment for any illegal activity.

5. Cardholder and Transaction Data

5.1 PCI Compliance. You will comply with all applicable Payment Card Industry Data Security Standards (PCI DSS) and will notify Cobalt immediately if your PCI compliance status changes. Cobalt may suspend or terminate your access to payment processing features for PCI non-compliance.

5.2 Data Security. You are solely responsible for all privacy and information security obligations and liabilities relating to cardholder data and any data you download, export, or transfer from the Cobalt Services to your own systems. You must implement reasonable security measures designed to protect personal and cardholder information.

5.3 Cobalt’s Use of Transaction Data. Cobalt may use cardholder information (in de-identified or aggregated form), transaction details, dates, and other transaction and business information to: (a) provide the Cobalt Services and analytics products to you; (b) aggregate transaction data with other merchants’ data to provide analytics products and services; (c) prevent fraud and mitigate risk; (d) comply with Applicable Laws (including sanctions screening); and (e) protect and enforce Cobalt’s rights.

5.4 Post-Termination Data Rights. Cobalt may continue to access, retain, use, share, and combine de-identified and aggregated transaction data for the permitted purposes set forth in this Section following termination, subject to applicable Privacy Laws and any Service Provider obligations under the Master Agreement.

5.5 Sensitive Data. Unless you have prior written consent from Cobalt, you may not process through the Cobalt Services any: (a) personal information revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, health data, or data concerning sex life or sexual orientation; or (b) “protected health information” under HIPAA.

6. Third-Party Apps and Data Sharing

6.1 App Installation Authorization. When you install a third-party App through the Cobalt platform, you authorize and instruct Cobalt to process and transfer personal information to facilitate your ongoing use of the App, including disclosure of certain categories of personal information to the App developer and receipt of personal information from the developer, until you instruct Cobalt otherwise.

6.2 Your Responsibility. You are solely responsible for: (a) reviewing and understanding the terms and conditions of any Third-Party Service or App; (b) entering into separate agreements with App developers; (c) instructing App developers to cease processing or destroy personal information when appropriate; and (d) ensuring that third parties with whom you share personal information provide adequate privacy and security protections.

6.3 Third-Party Disclaimer. Cobalt does not warrant, endorse, or assume responsibility for any Third-Party Service or App. Cobalt will not be a party to or monitor any transaction between you and third-party providers.

7. Customer Communications

7.1 Compliance. You must comply with all Applicable Laws, including obtaining legally required consent, when collecting and using customer contact details to communicate with your customers through the Cobalt Services.

7.2 Opt-Outs. You must promptly honor any customer opt-out requests.

7.3 Marketing Restrictions. You may not use the Cobalt Services to send marketing communications except to contact information provided directly to you by the consumer with proper consent as required by law.

8. Additional Indemnification

In addition to the indemnification obligations in the Master Agreement, you will indemnify, defend, and hold Cobalt harmless from claims arising from:

  • (a) Any transaction submitted through the Cobalt Services, including the accuracy of product information and any claims or disputes arising from products or services you offer or sell;
  • (b) Your violation of card association rules or regulations;
  • (c) Your use of any personal or cardholder information obtained through the Cobalt Services;
  • (d) Any data breach or information security incident arising from your action or inaction with respect to cardholder or transaction data;
  • (e) Your failure to maintain PCI compliance; and
  • (f) Activities under your account or any party’s access using your credentials, API keys, or other authentication mechanisms.

9. Additional Disclaimers for Payment Processing

THE PAYMENT PROCESSING FEATURES OF THE COBALT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COBALT DOES NOT WARRANT THAT PAYMENT PROCESSING WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. COBALT DISCLAIMS ALL LIABILITY FOR: (A) FAILED, DELAYED, OR ERRONEOUS TRANSACTIONS; (B) CHARGEBACKS, REVERSALS, OR DISPUTED TRANSACTIONS; (C) ANY ACTIONS OR FAILURES OF AUTHORIZED PROVIDERS, CARD ASSOCIATIONS, OR PAYMENT NETWORKS; AND (D) ANY LOSS, THEFT, OR UNAUTHORIZED USE OF CARDHOLDER DATA THAT RESULTS FROM YOUR SYSTEMS, ACTIONS, OR OMISSIONS.

10. Google Pay

If you use Google Pay in connection with the Cobalt Services, you hereby agree to the Google Pay API Terms of Service as a separate and independent obligation.

11. Updates; Integration with Master Agreement

11.1 Maintenance and Updates. The provisions of the Master Agreement regarding updates, maintenance, and availability apply equally to the payment processing features covered by this Addendum.

11.2 Modifications. Cobalt may modify this Addendum at any time with reasonable notice. Continued use of payment processing features after such notice constitutes acceptance.

11.3 Termination. Termination of the Master Agreement automatically terminates this Addendum. Cobalt may also independently suspend or terminate your access to payment processing features without terminating the Master Agreement.

11.4 Survival. Sections 3, 4, 5, 8, and 9 of this Addendum shall survive termination.

12. Governing Law

This Addendum is governed by the same governing law, venue, jury trial waiver, and arbitration provisions set forth in the Master Agreement.

13. Contact Information

Questions about this Addendum or payment processing services:

Cobalt Payments Inc.

Attention: Legal Department

2264 Silas Deane Hwy, Suite 105

Rocky Hill, CT 06067

Email: legal@cobalt.info | Support: support@cobalt.info

Phone: 860.270.0552