These terms and conditions (the “Pilot T&Cs”) constitute the sole and entire agreement of Cobalt Labs, Inc (“Cobalt”). and its customer (the “Customer”) concerning the use of and evaluation of the Cobalt Pentest Management Platform (“PMP”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Pilot T&Cs prevail over any terms or conditions contained in any other documentation. To the extent not directly contradictory herewith, all other Cobalt Terms and Conditions (including without limitation, the Cobalt Privacy Policy) continue to apply with full force and effect.
Access to Platform. During the Pilot Term, Cobalt will provide the Customer access to and use of the PMP, in accordance with these Pilot T&Cs. All use of the PMP will be for the purpose of Customer managing and administering pentests for Customer’s benefit alone. By using the PMP, Customer represents that it has obtained all rights and/or licenses necessary to undertake any and all pentests for which PMP is leveraged. Customer is prohibited from using the PMP in any way that violates applicable law, regulation, contract, or in any way injures the rights of any third party.
Pilot Term. The period for which Customer may access the PMP (the “Pilot Term”) shall be determined by and between Cobalt and each Customer. Cobalt reserves the right to terminate the Pilot at any time and for any reason, with notice to Customer. Cobalt will delete or return, at Customer’s discretion, all data created and stored on the PMP after the conclusion of the PMP; provided, that in the Cobalt has (at such time as the Pilot Term ends) developed a paid version of PMP and Customer desires to transition to such paid version, Cobalt and Customer may provide for continued access to, use of and storage of Customer PMP data on terms and conditions to be agreed upon by and between Cobalt and Customer at such time.
Restrictions on Use. Customer shall not (a) demonstrate, copy, sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the PMP to any third party; (b) publish or otherwise disclose information relating to the performance, quality, or capability of PMP to any third party; (c) modify, reuse, disassemble, decompile, reverse engineer or otherwise translate any software contained within the PMP or any portion thereof; or (d) create derivative works based on the PMP.
Legal Compliance. Customer and Cobalt shall each comply with all applicable laws and regulations with respect to the use of the PMP. Cobalt may suspend Customer’s access to the PMP, in its sole discretion, for: (i) use of the PMP in a way that violates applicable laws and regulations or these Pilot T&Cs, or (ii) any instance of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
Intellectual Property. Cobalt owns and shall retain all right, title and interest in and to all intellectual property rights embodied in and appertaining to the PMP, including, without limitation, all such rights in the software and content, together with all improvements, enhancements, developments, derivative works, and other modifications thereto. As between Customer and PMP, Customer will own and retain all rights to its own materials and previously existing intellectual property, including confidential and proprietary information and data.
Feedback. Customer may give feedback on the performance and utility of the PMP. Customer hereby grants to Cobalt a perpetual, irrevocable, worldwide license to such feedback, and Customer expressly acknowledges that any product modifications, upgrades, features or functionality made by Cobalt that incorporate such feedback are the sole intellectual property of Cobalt.
Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, COBALT PROVIDES THE PMP “AS IS” WITHOUT WARRANTY OF ANY KIND. COBALT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PMP, AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitations on Liability. To the extent permitted by law, in no event shall either Cobalt or Customer be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
