Terms & Conditions

You, the business, referenced in this Agreement, will hereafter be referred to as “Customer”. If Customer elects to be billed by credit card, you may provide your credit card information via phone by calling CTB’s A/R department. By choosing to have a credit card billed directly by CTB, Customer hereby authorizes CTB to bill this credit card for the charges incurred for use of CTB’s services. Additionally, Customer hereby agrees that if the credit card company refuses to pay CTB for such charges incurred for use of the CTB Services, Customer shall be directly responsible for the payment of such charges, and payment shall be due immediately. If Customer elects to pay by ACH or wire transfer please email our billing department for bank transfer details.

Customer will be invoiced each month for the prior month’s usage of CTB information and reports subject to this Agreement using the pricing set forth in the Product Description and Pricing Attachment attached to this Agreement and incorporated herein.

The initial term of this Agreement commences on the Effective Date and remains in effect until the one-year anniversary of the first day of the month following the Effective Date, unless terminated as set forth herein or as modified by the parties by addendum or otherwise. This Agreement shall automatically renew upon expiration of the initial term for successive one (1) year periods (each, a “Successive Term” and together, the “Successive Terms”) unless the Customer provides CTB with at least thirty (30) days’ written notice of non-renewal prior to a Successive Term taking effect. The initial term and the Successive Terms shall be referred to herein collectively as the “Term”. Upon the effective date of any termination, whether such termination is pursuant to the occurrence of a default or otherwise, any indebtedness owing by Customer shall become immediately due and payable without notice or demand.

Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the CTB Services’ information, programs, or computer applications. Customer acknowledges that CTB (and/or its third-party data providers) shall retain all right, title, and interest under applicable contractual, copyright, and related laws in and to the data and information that they provide. Customer shall use such materials in a manner consistent with CTB’s interests and notify CTB of any threatened or actual infringement of CTB's rights. Customer shall not remove or obscure the copyright or trademark notice or other notices contained on materials accessed through the CTB Services. CTB and Third Party Provider and their products referenced in this Agreement are either copyrights, trademarks, service marks or registered trademarks of CTB or the Third Party Provider or their affiliates. Other products and company names mentioned herein may be the trademarks of their respective owners.

Customer acknowledges and agrees that CTB will use reasonable efforts to deliver the CTB Services requested by Customer. Customer acknowledges and agrees that CTB obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on CTB for the accuracy or completeness of information supplied through the CTB Services. CTB reserves the right at any time to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the CTB Services. CTB warrants that neither the CTB Services nor the data contained therein infringe upon the intellectual property rights of any third parties. The CTB Services may contain hyperlinks to third party websites, and CTB assumes no responsibility and has no control over the information and or content contained therein.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without effect to conflict of law principles. Additionally, any action arising under this Agreement shall be brought within the jurisdiction of the courts of Maricopa County, Arizona. The prevailing party in any action, claim, or lawsuit brought pursuant to this Agreement is entitled to payment of all attorney’s fees and costs expended by such prevailing party in association with such action, claim, or lawsuit. This Agreement may not be assigned by Customer, in whole or in part, without the prior written consent of CTB. For purposes of this Agreement, a change in ownership of twenty percent (20%) or more of the outstanding shares of Customer shall constitute an assignment.

Customer and CTB are independent contractors of one another. Neither party shall at any time represent that they are authorized agents or representatives of one another. During the term and for one (1) year thereafter, neither party shall knowingly solicit for employment any employee of the other party involved in performance of this Agreement.

Upon notice to Customer, Customer agrees to comply with changes to the Restricted Use referenced in Part 3, Section 2 above and changes in pricing made by CTB as a result of changes made by in pricing after the Effective Date by a Third Party Provider to CTB. Such changes may be made from time to time by any of the following methods: online announcements, customer bulletins, emails, online “click wrap” amendments, changes to the Website Terms of Use, changes to the Privacy Notice, mail, facsimile, announcements in invoices, revised published price lists, or any other written notice. Material changes will require prior notice of at least 30 days and continued use constitutes acceptance.

CTB shall not be responsible for any delay or failure in performance resulting from occurrences beyond its reasonable control, including acts of God, war, terrorism, riot or other civil disturbance, outages of electrical, telecommunications or computer server hosting services, acts of government, labor strikes, or lockouts.

Except as otherwise set forth herein, this Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto. Any new, other, or different terms supplied by Customer that are not contained in this document, including any terms contained in purchase orders or confirmations issued by Customer, are specifically rejected by CTB. The terms of this Agreement shall supersede and govern in the event of a conflict with the terms of any other document into which this Agreement is incorporated by reference. In the event one or more provisions of this Agreement are deemed unenforceable, the enforceability of the remaining provisions shall remain unimpaired. All capitalized terms not defined in this Part 3 shall have the meanings ascribed to them in other parts of this Agreement.

Customer shall not, and shall not permit any third party to:
(a) use the CTB Services in violation of any applicable law or regulation;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the CTB Services;
(c) access the CTB Services to develop, support, or operate a competing product or service;
(d) share account credentials with unauthorized persons;
(e) introduce viruses, malware, malicious code, or other harmful technologies into the CTB Services;
(f) interfere with or disrupt the integrity, performance, or security of the CTB Services;
(g) access or attempt to access any accounts, systems, or data not expressly authorized for Customer's use; or
(h) use automated means, including bots, crawlers, or scraping technologies, except as expressly authorized by CTB in writing.

CTB reserves the right to suspend access to the CTB Services if Customer violates this Section or if CTB reasonably believes such suspension is necessary to protect the security, integrity, or availability of the CTB Services.

CTB will use commercially reasonable efforts to make the CTB Services available to Customer. Customer acknowledges that the CTB Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, third-party service interruptions, internet outages, force majeure events, or other causes beyond CTB's reasonable control. Except as expressly set forth in this Agreement, CTB does not guarantee uninterrupted, error-free, or continuous operation of the CTB Services. NO SERVICE LEVEL AGREEMENT IS PROVIDED UNDER THIS AGREEMENT UNLESS EXPRESSLY SET FORTH IN A SEPARATE WRITTEN SLA.

Customer shall:
(a) provide accurate and complete information necessary for CTB to provide the CTB Services;
(b) maintain appropriate backup copies of Customer Data;
(c) maintain the confidentiality and security of account credentials;
(d) ensure that its employees, contractors, and users comply with this Agreement;
(e) obtain all necessary permissions, consents, and authorizations required for Customer Data submitted to the CTB Services; and
(f) comply with all applicable laws and regulations relating to its use of the CTB Services.

Upon termination or expiration of this Agreement, Customer may request a copy of its Customer Data within thirty (30) days following termination, provided that all amounts due under this Agreement have been paid in full. After such thirty (30) day period, CTB may permanently delete Customer Data and shall have no further obligation to retain or maintain such data. CTB shall have no obligation to maintain or provide Customer Data after the 30-day period and may delete backups in the ordinary course of business.

Customer acknowledges and agrees that the CTB Services may rely upon, integrate with, access, process, or otherwise utilize third-party systems, websites, portals, applications, APIs, data feeds, email services, file transfer services, telecommunications services, hosting providers, and other third-party products or services (collectively, "Third-Party Systems"). Customer further acknowledges that the availability, functionality, accessibility, format, and performance of such Third-Party Systems are outside of CTB's control and may be modified, restricted, suspended, interrupted, or discontinued at any time by the applicable third party.

CTB does not warrant or guarantee the continued availability, compatibility, accessibility, accuracy, completeness, timeliness, or performance of any Third-Party System. CTB shall not be liable for any delays, interruptions, inaccuracies, errors, failures, loss of data, inability to access information, or other damages arising out of or relating to: (a) changes to, failures of, or interruptions in any Third-Party System; (b) the acts or omissions of any third-party provider; (c) Customer's inability to access or utilize any Third-Party System; or (d) any modification, suspension, or termination of any Third-Party System by its provider.

To the extent that changes to a Third-Party System materially affect CTB's ability to provide the CTB Services, CTB shall use commercially reasonable efforts to restore functionality; however, CTB does not guarantee that any particular Third-Party System integration, data source, or functionality can or will be restored.

Customer acknowledges that CTB does not guarantee the accuracy of any recommendations, categorizations, summaries, or automated outputs and Customer is solely responsible for verifying such information prior to taking action.

Customer acknowledges and agrees that the CTB Services are software tools designed to assist Customer in managing accounts receivable, collections, disputes, deductions, analytics, communications, workflow automation, and related business processes. CTB does not provide legal advice, financial advice, credit decisions, collection agency services, or guarantees of business outcomes.

CTB makes no representation, warranty, or guarantee regarding: (a) the collection, recovery, or payment of any account, invoice, receivable, claim, dispute, deduction, or other obligation; (b) the timing or amount of any payment or recovery; (c) the success of any collection, dispute management, deduction management, or workflow process; (d) the accuracy or completeness of information provided by third parties; or (e) any increase in revenue, reduction in losses, improvement in operational efficiency, or other business result arising from Customer's use of the CTB Services.

Customer acknowledges that all business decisions, collection decisions, credit decisions, dispute resolutions, and related actions remain solely the responsibility of Customer. Customer shall independently verify all information and exercise its own business judgment when using the CTB Services and any information, recommendations, analyses, summaries, or outputs generated thereby.

CTB does not provide legal, financial, accounting, tax, or regulatory compliance advice. Customer is solely responsible for any decisions made based on use of the CTB Services.