Terms of Service

1. Commercial B2B Scope & Authority to Bind

These Terms form a binding commercial contract between Syntropy AI Global Inc., a Delaware corporation with its principal place of business at 201 Saint Pauls Ave, Apt 1G, Jersey City, NJ 07306, United States ("Syntropy AI Global", "we", or "us"), and the business entity you represent ("Customer" or "you"). You represent and warrant that you are entering into these Terms for business purposes and have legal authority to bind Customer.

The Services are offered only to businesses and their authorized personnel. They are not offered to consumers for personal, family, or household use.

2. Licensed Lottery Retailer Compliance & No Gambling Services

Lottery Management provides back-office pack inventory tracking, barcode-scanned sales recording, shift and day reconciliation, reporting, and in-store digital display software exclusively for licensed lottery retailers.

Syntropy AI Global Inc. does not operate any lottery, game of chance, sweepstakes, or contest; does not sell, resell, or deliver lottery tickets; does not accept wagers, bets, or entry fees; does not hold player funds; does not validate, redeem, or pay prizes; and does not act as a state lottery sales agent. Lottery ticket sales and prize payments take place at the retailer's counter on the state lottery's own terminal, outside our Services. The only fees we charge are fixed software subscription fees, which are not linked to ticket sales or game outcomes.

Customer is solely responsible for holding valid lottery retailer licenses in its operating jurisdictions and for ensuring that its use of displays, reports, and exports complies with all applicable state lottery rules. We may suspend any account we reasonably believe is being used outside a licensed retail context or for an unlawful purpose.

3. SaaS License, Client Software & Account Security

Subject to timely payment of applicable fees, we grant Customer a non-exclusive, non-transferable right during the Subscription Term to access our cloud services and install our web, desktop, mobile, and display-device applications for the number of store locations, screens, or user seats included in Customer's plan or Order Form, solely for Customer's internal business operations.

Customer is responsible for configuring staff permissions, keeping credentials confidential, and promptly notifying security@syntropyaiglobal.com of any suspected credential compromise.

4. Third-Party Platforms, Messaging & Remote Support

Connected platforms. SyntropyCRM lets Customer connect third-party platforms such as the WhatsApp Business Platform, Facebook and Instagram Lead Ads, Google Ads lead forms, and Customer's own website forms. Customer is responsible for having the right to connect each account, for complying with each platform's terms and policies (including the WhatsApp Business Messaging Policy), and for having any consent required by law to contact the people whose details it receives. Third-party platforms are provided by their operators, not by us, and we are not responsible for their availability or changes.

Remote support. Customer may use SyntropyCRM remote support only to help a person who has knowingly agreed to it, and only for legitimate support purposes. Customer must not use remote support to monitor anyone covertly or to access a computer without the person's consent.

5. Custom Software Development Services

Custom software development, integration, cloud, data, and support services are provided under a Statement of Work (SOW) or Order Form signed by both parties, which sets out the scope, deliverables, fees, timeline, and acceptance process. These Terms apply to each SOW. If an SOW conflicts with these Terms, the SOW controls for that engagement.

Customer will provide the access, information, and decisions reasonably needed for the work. Changes to scope are agreed in writing and may change the fees or timeline.

6. Subscription Fees, Billing, Automatic Renewal & Free Trials

Self-serve subscriptions. Subscriptions purchased online, including Lottery Management plans purchased on lotterymanagements.com, are billed in advance at the start of each monthly, quarterly, or annual billing period, at the price shown when the subscription is purchased or renewed. Payments are processed by our payment processor, Stripe, Inc. Payment card details are entered directly with Stripe and are never received or stored by us.

Automatic renewal. Subscriptions renew automatically for successive billing periods of the same length unless cancelled before the renewal date. By subscribing, Customer authorizes us, through Stripe, to charge the payment method on file for each renewal. If a renewal payment fails, we will notify Customer and may suspend access to paid features until the payment is completed.

Free trials. Where a free trial is offered, no payment method is required to start it and nothing is charged during the trial. If Customer does not subscribe before the trial ends, access to paid features stops.

Price changes. We will give at least 30 days' notice by email or in the application before a price change applies to Customer's next renewal.

Invoiced services. Fees under an Order Form or Statement of Work (SOW), including custom engineering milestones, are invoiced as stated in that document and, unless it states otherwise, are due within 30 days of the invoice date.

Taxes. Fees are exclusive of applicable federal, state, and local sales, use, or similar taxes, which Customer is responsible for paying. Cancellations and refunds are governed by our Refund & Cancellation Policy at https://www.syntropyaiglobal.com/legal/refund-policy.

7. Intellectual Property, Customer Data & Custom Software SOWs

Customer Data: Customer retains all right, title, and interest in and to all Customer Data. Customer grants Syntropy AI Global Inc. a limited license to host, process, and transmit Customer Data solely to provide, support, and secure the Services, as described in our Privacy Policy.

Syntropy Platform IP: Syntropy AI Global Inc. retains all right, title, and interest in our SaaS products, applications, and documentation.

Custom Software Deliverables: Where Customer engages us for Custom Software Development under an executed SOW, ownership or licensing of bespoke deliverables is governed by the IP terms of that SOW upon full payment.

8. Warranties, Disclaimers & Limitation of Liability

We warrant that the subscribed SaaS Services will perform materially in accordance with their published documentation. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, 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.

9. Term, Suspension & Termination

These Terms apply for as long as Customer uses the Services. Customer may cancel a subscription at any time as described in our Refund & Cancellation Policy. Either party may terminate these Terms or an Order Form if the other party materially breaches them and fails to cure the breach within 30 days of written notice.

We may suspend access without prior notice where reasonably necessary to prevent a security threat, to stop use that violates our Acceptable Use Policy or applicable law, or for non-payment after notice. Sections 7, 8, and 10 survive termination.

10. Governing Law, Venue & Legal Notices

These Terms and any dispute arising out of them are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. Formal legal notices must be sent to legal@syntropyaiglobal.com, with a copy mailed to Syntropy AI Global Inc., 201 Saint Pauls Ave, Apt 1G, Jersey City, NJ 07306, United States.