Terms of Service
These Draft Terms of Service ("Terms") govern commercial access to and use of the software-as-a-service platforms, mobile and desktop applications, APIs, and custom software engineering services provided by [Syntropy AI Global LLC].
2. Licensed Lottery Retailer Compliance & No Gambling Services
Our Lottery Management software is strictly an inventory and accounting tool for licensed brick-and-mortar retailers. We do not sell lottery tickets, run lotteries, or offer gambling services.
Syntropy AI Global provides back-office inventory tracking, barcode shift reconciliation, theft/variance alerting, and digital display software exclusively for licensed lottery retailers. [Syntropy AI Global LLC] does not offer gambling services, sell lottery tickets, process wagers, or act as a state lottery commission agent.
Customer is solely responsible for maintaining valid lottery retailer licenses in its operating jurisdictions and verifying that its use of digital displays and accounting exports complies with all applicable lottery commission rules.
3. SaaS License, Client Software & Account Security
During your subscription, your authorized staff can use our Web, iOS, Android, Windows, and macOS apps for your internal business operations. You are responsible for keeping login credentials secure.
Subject to timely payment of applicable fees, we grant Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access our cloud services and install our iOS, Android, Windows, and macOS client binaries across the number of store locations, registers, or user seats specified in your Order Form.
Customer is responsible for configuring Role-Based Access Control (RBAC) permissions, enforcing strong passwords or Single Sign-On (SSO), and notifying security@[yourdomain.com] promptly of any suspected credential compromise.
4. Subscription Fees, Billing Cadence & Taxes
You agree to pay the monthly or annual fees listed on your Order Form or Statement of Work. Fees exclude applicable sales or VAT taxes.
Customer shall pay all subscription fees and custom engineering milestone fees specified in the applicable Order Form or Statement of Work (SOW). Unless otherwise stated in an Order Form, invoices are due within `[Net 15 / Net 30]` days of invoice date. Fees are exclusive of applicable federal, state, local, or value-added taxes (VAT/GST).
5. Intellectual Property, Customer Data & Custom Software SOWs
You own 100% of your Customer Data. We own our core SaaS platform and pre-existing code. For custom software projects, IP ownership of custom deliverables is governed by your specific Statement of Work.
Customer Data: Customer retains all right, title, and interest in and to all Customer Data. Customer grants [Syntropy AI Global LLC] a limited license to host, process, and transmit Customer Data solely to provide and secure the Services.
Syntropy Platform IP: [Syntropy AI Global LLC] retains all right, title, and interest in our SaaS products, offline sync engines, AI models, and documentation.
Custom Software Deliverables: Where Customer engages us for Custom Software Development under an executed SOW, ownership or licensing of bespoke deliverables shall be governed by the express IP terms of that SOW upon full payment.
6. Warranties, Disclaimers & Limitation of Liability
We warrant that our software will materially conform to its documentation and SLA. Neither side is liable for indirect damages, and total liability is capped at 12 months of fees paid.
We warrant that the subscribed SaaS Services will perform materially in accordance with our published documentation and applicable SLA. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
7. Governing Law, Venue & Legal Notices
These Terms are governed by the laws of [State of Delaware, United States]. Official legal notices must be sent to legal@[yourdomain.com].
These Terms and any dispute arising out of them shall be governed by the laws of [State of Delaware, United States], without regard to conflict-of-law rules. All formal legal notices must be sent to legal@[yourdomain.com] with a physical copy mailed to [Syntropy AI Global LLC], [100 Enterprise Way, Suite 400, City, State, ZIP, Country].