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Copyright (c) 2026 CTO's Club LLC. All rights reserved.

Terms and Conditions

Last updated: October 12, 2026

These Terms of Service and Website Use (the "Terms") are a legal agreement between CTO's Club LLC, a California limited liability company ("CTO's Club," "we," "us," or "our"), and the person or entity that accesses or uses the Services ("you" or "Merchant"). These Terms govern https://ctosclub.com, our payment-infrastructure and gateway-emulation software, hosted payment experiences, APIs, dashboards, documentation, communications features, and related support (collectively, the "Services").

If you have a signed order form, merchant agreement, or other written agreement covering the Services (a "Merchant Agreement"), it is part of these Terms. In a conflict, the Merchant Agreement controls, followed by these Terms and then the documentation. Terms imposed by a payment gateway, processor, financial institution, card network, communications provider, or payment-method provider (each, a "Third-Party Provider") apply separately.

By accessing the website, creating an account, accepting these Terms electronically, or using the Services, you accept these Terms. If you do not agree, do not access or use the Services.

PLEASE READ SECTION 20 CAREFULLY. EXCEPT FOR THE LIMITED EXCEPTIONS STATED THERE, IT REQUIRES YOU AND CTO'S CLUB TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDES WAIVERS OF JURY TRIALS AND CLASS, COLLECTIVE, REPRESENTATIVE, AND MASS ACTIONS. YOU MAY OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SECTION 20.9.

1. Eligibility and authority

The Services are for lawful business use, not personal, family, or household use. You must be at least 18 and capable of entering a binding contract. If you use the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes that entity. You are responsible for personnel, contractors, developers, and service providers using the Services on your behalf.

2. Accounts and security

You must provide accurate, current, and complete information and keep it up to date. We may require information about the Merchant, its business, beneficial owners, representatives, bank accounts, licenses, and activities to provide the Services, manage risk, or satisfy legal or Third-Party Provider requirements.

You are responsible for protecting credentials; limiting permissions; ensuring that only authorized persons access your account; and activity under your accounts and credentials, except to the extent caused by our breach of these Terms. Promptly notify info@ctosclub.com of suspected unauthorized access, credential compromise, or a security incident involving the Services or data provided to us.

You may not share your credentials with any other individual or entity. If you handle an end customer's credentials, you must keep them confidential and may not share them with any other individual or entity.

3. Access to and changes in the Services

Subject to these Terms and any Merchant Agreement, we grant you a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the applicable term to use the Services for authorized business purposes in accordance with the documentation and law.

We may modify or discontinue features. If a change materially reduces functionality you are using, we will give reasonable notice when practicable, unless notice would create a security risk, violate law, conflict with a Third-Party Provider requirement, or be impracticable because of a third party's action.

A beta, preview, pilot, or pre-release feature (a "Preview Feature") may be incomplete, unstable, or contain errors and may change or end at any time. Do not use a Preview Feature in production unless the documentation or Merchant Agreement permits it. To the maximum extent permitted by law, Preview Features have no warranties, service levels, indemnities, or support unless we agree otherwise in writing. Other support, maintenance, service levels, and updates are provided only as stated in a Merchant Agreement or documentation.

4. CTO's Club's role

CTO's Club provides technology that helps Merchants integrate with, emulate, select, and route instructions to Third-Party Providers. Available features depend on your agreement, configuration, location, business type, providers, and law.

Unless a Merchant Agreement says otherwise, CTO's Club is a technology provider, not a bank, card network, acquiring bank, money transmitter, payment facilitator, merchant of record, fiduciary, or seller of a Merchant's goods or services. CTO's Club does not extend credit, hold customer funds, or guarantee approval, authorization, clearing, settlement, funding, delivery, legality, or a transaction outcome.

Third-Party Providers may require separate agreements, accounts, underwriting, reserves, audits, or compliance duties. They may reject, reverse, delay, suspend, or condition a transaction, payment method, or Merchant account. You are responsible for the rules applicable to the providers and payment methods you select.

The Merchant, not CTO's Club, is responsible for its goods, services, and customer relationships, including pricing, disclosures, fulfillment, receipts, refunds, returns, warranties, support, taxes, and disputes. You must not represent that CTO's Club is the seller, payment processor, or merchant of record unless a Merchant Agreement says so.

5. Merchant obligations

You will:

You determine whether the Services meet your legal, regulatory, accounting, and tax requirements. CTO's Club does not give legal, tax, accounting, or compliance advice.

6. Transactions and provider rules

A request is not final merely because we receive or forward it. Transactions remain subject to authorization, clearing, settlement, reversal, chargeback, refund, fraud review, provider decisions, and payment-method rules.

You authorize CTO's Club to transmit instructions and related information to the Third-Party Providers you configure and to take technical steps necessary to provide the Services. You authorize those providers to return transaction, dispute, refund, settlement, and related information to us.

You are responsible for transaction-data accuracy; reconciliation; promptly reporting discrepancies; refunds, reversals, chargebacks, disputes, fines, assessments, reserves, and losses arising from your business; and retaining and producing authorization records. We do not control provider decisions or guarantee a transaction or dispute outcome. A provider may enforce its rules directly against you when those rules provide.

7. Email and SMS communications

Before directing CTO’s Club to send a payment-related text message, you must obtain the customer’s prior express consent, which may be obtained verbally. Consent must identify your business as the sender and cover the payment link and any related payment receipt to be sent. By requesting delivery, you represent that the customer has provided that consent and has not withdrawn it.

CTO’s Club delivers payment links and related payment receipts by email or SMS on the merchant’s behalf. Merchants must obtain the customer’s approval for the selected delivery channel and payment-related purpose. CTO’s Club does not send marketing messages.

Consent may not be sold, rented, or transferred to authorize another sender’s independent messages.

For SMS, message and data rates may apply. Customers may reply STOP to opt out or HELP for help. You may also contact info@ctosclub.com for assistance. Wireless carriers are not liable for delayed or undelivered messages. See our Privacy Policy for information about how we handle personal information.

You may direct us to send a payment link or related payment receipt by email or SMS to an end user only if the end user directly approved it through the Services or you received legally sufficient approval and have authority to request it. Approval must cover the channel, sender, content, and purpose.

Each time you request a communication, you represent that the recipient provided the contact information and required approval; disclosures were clear and identified required senders; approval was not unlawfully conditioned on a purchase; you retain reliable evidence; and the content, recipient, timing, frequency, and campaign comply with the TCPA, CAN-SPAM Act, state law, carrier rules, and other applicable requirements.

You may opt out of text messages at any time by replying STOP. Once we receive your opt-out, we will stop sending text messages. We may send one final message confirming your opt-out, but no further text messages will be sent unless you subsequently provide the consent required to opt in again.

Customers may withdraw approval for future payment-related emails by contacting info@ctosclub.com. Withdrawing approval for one channel does not automatically withdraw approval for the other.

You will not contact purchased, rented, scraped, or unauthorized lists. We may reject or stop a communication or feature when approval is absent, disputed, withdrawn, unverifiable, or legally insufficient.

8. Fees and taxes

You will pay fees, expenses, and taxes stated in the Merchant Agreement or order form. Unless it states otherwise, payment obligations are noncancelable, fees paid are nonrefundable, and fees exclude taxes. Provider fees, reserves, assessments, chargebacks, and other third-party amounts are separate unless expressly included.

You are responsible for determining, collecting, reporting, and remitting taxes applicable to your business and transactions. If law requires us to collect or withhold a tax, you will pay it unless you provide valid exemption documentation. We may suspend paid Services for undisputed overdue amounts after notice and a reasonable cure opportunity, except when immediate action is reasonably necessary for legal, fraud, security, loss, or provider reasons.

9. Data, privacy, and security

Our Privacy Policy explains how we process personal information when we determine its purposes and means. It includes California privacy rights to the extent applicable, including rights to know, delete, correct, opt out of sale or sharing, limit certain uses of sensitive personal information, and receive nondiscriminatory treatment.

As between the parties, you retain rights in data you submit ("Merchant Data"). You authorize us and our service providers to process Merchant Data to provide, secure, support, maintain, and improve the Services; prevent fraud, abuse, and loss; comply with law and provider requirements; and as otherwise permitted by the Merchant Agreement and Privacy Policy.

For personal information processed on your behalf, you are the business or controller and CTO's Club is your service provider or processor unless agreed otherwise in writing. You are responsible for Merchant Data's lawfulness, accuracy, and integrity and for required notices and permissions. We process that data for contracted business purposes, your documented instructions, or as required by law.

Each party will maintain reasonable administrative, technical, and physical safeguards. Notify us without undue delay of unauthorized acquisition, modification, disclosure, access to, or loss of personal information provided to or used with the Services.

You may not attempt to access data, services, or any other part of the Services that you are not authorized to access.

After termination, we need not retain Merchant Data except as required by law, needed for post-termination duties, or stated in the Merchant Agreement or Privacy Policy. Export needed data before access ends.

10. Third-party services

Third-party services are governed by their own terms and privacy notices. You are responsible for required accounts, permissions, and configuration. We do not control and are not responsible for their availability, decisions, security, content, or acts. We may change or discontinue an integration when reasonably necessary, including because of third-party changes.

11. Acceptable use

You must not use or enable use of the Services to:

We may investigate suspected violations, restrict content, preserve or disclose information as law permits, and report conduct to affected parties or authorities.

12. Intellectual property, Merchant Data, and feedback

CTO's Club and its licensors own the Services, the website, documentation, software, interfaces, designs, trademarks, and related rights. No rights are granted except the limited license in Section 3.

You grant us and our service providers a worldwide, nonexclusive, royalty-free license during the term to host, reproduce, transmit, format, display, and use Merchant Data as reasonably necessary under these Terms. You represent that you have the necessary rights. The license survives only for lawful retention, security, backups, disputes, or post-termination duties.

Feedback may be used without restriction or obligation under a worldwide, perpetual, irrevocable, royalty-free license, but we will not publicly identify you as its source without permission.

13. Confidentiality

"Confidential Information" is nonpublic information identified or reasonably understood as confidential. It excludes information documented as public without breach, previously known without restriction, lawfully received from a third party, or independently developed.

The recipient will use reasonable care, use Confidential Information only under these Terms, and disclose it only to persons who need it and have suitable confidentiality duties. Disclosure required by law, subpoena, or court order is permitted with advance notice when legally allowed and reasonable assistance at the discloser's expense.

14. Website content and links

Website content is general information, not professional advice or a binding offer. Third-party links are provided for convenience; we do not control or endorse them. You may link to CTO's Club's public website lawfully and without implying affiliation. You may not frame it or use CTO's Club marks without permission.

15. Suspension and termination

We may suspend access immediately to protect the Services or another person; prevent fraud, loss, or unlawful activity; address a security or privacy incident; respond to a provider or authority; collect overdue amounts; or enforce these Terms. When practicable, we will notify you and allow a reasonable opportunity to cure a remediable breach.

Either party may terminate as stated in the Merchant Agreement. Without one, you may close your account at any time, and we may terminate on reasonable notice unless immediate termination is permitted above. On termination, your license ends and accrued payment obligations remain. Existing-transaction duties continue. Provisions that should survive do so, including payment, intellectual property, confidentiality, disclaimers, liability, indemnity, disputes, and retention duties.

16. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PREVIEW FEATURES, AND WEBSITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." CTO'S CLUB DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CTO'S CLUB DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, SECURE, OR UNIVERSALLY COMPATIBLE SERVICES; ACCURATE OR COMPLETE DATA; LEGAL COMPLIANCE; OR THAT A TRANSACTION, MERCHANT, OR BUSINESS WILL BE APPROVED, FUNDED, OR FREE FROM REVERSAL, DISPUTE, FRAUD, OR LOSS. WE ARE NOT RESPONSIBLE FOR FAILURES INHERENT IN THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OUTSIDE SYSTEMS. THESE DISCLAIMERS DO NOT LIMIT NONWAIVABLE WARRANTIES.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CTO'S CLUB AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND PERSONNEL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, SAVINGS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) FEES YOU PAID CTO'S CLUB FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY OR (B) $100. THESE LIMITS APPLY REGARDLESS OF LEGAL THEORY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT APPLY WHERE LAW PROHIBITS THEM. A MERCHANT AGREEMENT MAY PROVIDE DIFFERENT LIMITS.

18. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless CTO's Club and its affiliates, personnel, licensors, and service providers from third-party claims, losses, liabilities, penalties, fines, damages, and reasonable legal fees arising from your business, transactions, customer relationships, breach, legal or provider-rule violation, Merchant Data or instructions, requested communications, fraud, gross negligence, willful misconduct, or infringement.

We will promptly notify you and reasonably cooperate at your expense. You may control the defense and settlement but may not admit wrongdoing by or impose a nonmonetary obligation on an indemnified party without written consent. We may participate at our expense. Delayed notice relieves you only to the extent it materially prejudices the defense.

19. Changes to these Terms

We may update these Terms by posting the revision and updating the date. We will give reasonable advance notice of changes materially affecting paid Services unless required sooner by law, security, or a provider. Continued use after effectiveness is acceptance. Otherwise, stop using the Services and terminate as permitted. Arbitration changes are also subject to Section 20.11.

20. Dispute resolution and arbitration agreement

This "Arbitration Agreement" applies to the parties and their parents, affiliates, successors, assigns, officers, directors, employees, agents, and representatives.

20.1 Covered disputes and exceptions

Except below, any dispute or claim relating to the Services, website, communications, these Terms, or the parties' relationship, whether arising before or after acceptance (a "Dispute"), will be resolved by binding individual arbitration, not court. Either party may bring an individual small claims case; seek court relief for intellectual-property infringement or misuse; or contact a government agency. This provision survives termination.

20.2 Informal resolution

Before arbitration or small claims, the initiating party must send a written notice with the facts, claims, requested relief, and good-faith monetary calculation (a "Dispute Notice"). Send notices to info@ctosclub.com or the Section 22 address.

Within 45 days after receipt, the parties will personally participate in a good-faith telephone or video conference unless extended by agreement. Counsel may join, but the parties must participate. Each Dispute requires a separate conference unless all agree. This process is a condition precedent to arbitration. Limitation periods and filing deadlines are tolled from receipt of a compliant notice through 15 days after the conference. If unresolved 60 days after receipt, either party may start arbitration.

20.3 Rules and forum

The Federal Arbitration Act governs. JAMS will administer claims under $250,000, excluding attorneys' fees and interest, under its Streamlined Rules, and other claims under its Comprehensive Rules, as modified here. Rules are at https://www.jamsadr.com or 800-352-5267.

The demand must include claimant and account contact information; factual and legal bases; requested relief and a good-faith amount; certification of the informal process; and required filing-fee evidence. Counsel must sign and certify compliance with Federal Rule of Civil Procedure 11(b). Unless agreed otherwise or Section 20.8 applies, arbitration occurs where the claimant resides or an entity has its principal place of business. If JAMS is unavailable, the parties will select a recognized alternative. Fees follow provider rules and law.

20.4 Arbitrator authority

The arbitrator decides interpretation, applicability, enforceability, and formation, except a court decides disputes about the class waiver, arbitration fees, conditions precedent, and the applicable version. The arbitrator may award individual remedies allowed by law, must follow law, and will issue a reasoned written award. Judgment may be entered in a court with jurisdiction.

20.5 Jury waiver

EXCEPT FOR COURT PROCEEDINGS PERMITTED BY SECTION 20.1, YOU AND CTO'S CLUB WAIVE THE RIGHT TO SUE IN COURT OR HAVE A TRIAL BEFORE A JUDGE OR JURY.

20.6 Class-action waiver

THE PARTIES MAY BRING CLAIMS ONLY INDIVIDUALLY, NOT IN A CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR MASS ACTION OR ARBITRATION. EXCEPT FOR SECTION 20.8, DISPUTES OF MULTIPLE PERSONS OR ENTITIES MAY NOT BE JOINED OR ARBITRATED TOGETHER.

The arbitrator may award declaratory or injunctive relief only to the individual claimant as needed for that claim. If a final court decision finds this limit invalid for particular relief, that relief is severed to court and the remaining claims proceed in arbitration.

20.7 Fees and costs

Each party bears its attorneys' fees and costs unless law or the arbitrator allows an award for a frivolous or improper claim, defense, or request. A prevailing party in a court action to compel arbitration or enforce a condition precedent may recover reasonable fees and costs where permitted.

20.8 Batch arbitration

If 100 or more substantially similar demands are filed against CTO's Club within 30 days with coordinated assistance, JAMS will administer batches of 100 and a final remainder batch. Each batch has one arbitrator, calendar, set of administrative and filing fees per side, and award. A JAMS administrative arbitrator decides applicability. This does not authorize class, representative, collective, or mass relief for nonclaimants.

20.9 Thirty-day opt-out

You may opt out by written notice within 30 days after first becoming subject to this Arbitration Agreement. Send it to info@ctosclub.com or the Section 22 address. Include your name, address, account email if any, and a clear opt-out statement. Opting out does not affect other Terms or a separate arbitration agreement.

20.10 Severability

Except as Section 20.6 states, an invalid part is severed and the remainder continues. A Dispute must begin within the applicable limitation period.

20.11 Changes

You may reject a material arbitration change by written notice to the email or address above within 30 days after effectiveness. Rejection does not create a new opt-out opportunity; the immediately prior version continues to govern.

21. General terms

California law governs, excluding conflict rules, and the Federal Arbitration Act governs Section 20. Nonarbitrable disputes have exclusive venue in state and federal courts serving Santa Clara County, California.

You may not assign these Terms without our consent. We may assign them with a merger, reorganization, asset sale, or Services transfer. CTO's Club is an independent contractor. These Terms create no partnership, joint venture, fiduciary, franchise, employment, or agency relationship except a limited technical agency stated in a Merchant Agreement.

Neither party is liable for delay or failure beyond reasonable control, except payment duties. Failure to enforce is not waiver. An unenforceable provision is modified minimally; the rest continues. Headings are for convenience and "including" means without limitation. These Terms and the Merchant Agreement are the entire agreement on their subject. Electronic acceptance, notices, disclosures, and records satisfy writing and signature requirements where law permits without affecting nonwaivable rights.

Do not export, reexport, transfer, or use the Services contrary to U.S. export control or sanctions law. Notices to us go to the Section 22 contacts. We may notify your account email or through the Services. Service notices are not marketing consent; Section 7 still applies.

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or 800-952-5210.

22. Contact information