End User License Agreement
This End User License Agreement (“Agreement”) is a legal agreement between you, or the business you represent (“you” or “Merchant”), and Syntra (“Syntra,” “we,” “us”). It governs your use of the Syntra application, including the Syntra app distributed through the Clover App Market, the Syntra web console, AI agents, phone answering, online storefront and related services (the “Service”).
By installing, accessing or using the Service, you agree to this Agreement. If you accept it on behalf of a business, you confirm that you are authorized to bind that business. If you do not agree, do not install or use the Service.
1. License grant
Subject to this Agreement and payment of any applicable fees, Syntra grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Service during your subscription, solely for your internal business purposes of communicating with your customers, taking orders and managing your business. Your authorized employees and contractors may use the Service on your behalf, and you are responsible for their compliance with this Agreement.
2. Restrictions
You will not, and will not allow anyone else to:
- copy, modify, translate or create derivative works of the Service;
- reverse engineer, decompile, disassemble or try to derive the source code of the Service, except to the extent applicable law expressly permits it;
- sell, rent, lease, sublicense, distribute or otherwise make the Service available to any third party, or use it to operate a service bureau;
- access another Merchant's data, circumvent security or usage limits, or interfere with the Service's operation;
- use the Service to send spam or unsolicited messages, or to make calls or send messages in violation of law (including telemarketing, anti-spam and call-recording laws);
- upload content that is unlawful, infringing, deceptive, harmful, or that you do not have the right to use;
- use the Service to build a competing product, or for benchmarking published without our consent; or
- use the Service in violation of any applicable law or of the terms of Clover, LINE or any other third-party service you connect.
3. Accounts
You must provide accurate information and keep your sign-in credentials secure. You are responsible for activity under your account and your business, including actions of team members you invite. Tell us at once at support@syntra-connect.com if you suspect unauthorized use.
4. Clover and third-party services
The Service works with third-party services such as Clover, LINE, Twilio, Stripe, OpenAI and Google Maps. Your use of those services is governed by their own terms, and Syntra is not responsible for them, for their availability, or for changes they make. By connecting your Clover account, you authorize Syntra to access your Clover merchant data (merchant details, inventory, stock and orders) and to create and, when you ask, delete orders on your behalf, as described in our Privacy Policy. You can revoke this access at any time by disconnecting Clover in Syntra or uninstalling the app from Clover.
You remain responsible for your Clover account, your POS operations, refunds made on Clover, and checking that orders, prices, taxes and stock sent from Syntra are correct.
5. Your data
As between you and Syntra, you own the data you and your customers put into the Service (“Merchant Data”). You grant Syntra a worldwide, non-exclusive license to host, process, transmit and display Merchant Data only as needed to provide, secure and support the Service and as described in our Privacy Policy. You are responsible for having the rights and consents needed for Merchant Data, including giving your customers any privacy notices required by law and, where required, notice that calls are answered by an AI system and may be transcribed.
We may use aggregated, de-identified data that does not identify you or any individual to operate and improve the Service.
6. AI features
The Service uses artificial intelligence to answer customers, take orders, recognize products and summarize conversations. AI output may be inaccurate, incomplete or inappropriate. You are responsible for the information you give the AI agent, for supervising its use, and for reviewing orders before relying on them. The Service lets staff take over conversations and calls; you should make sure staff are available for that when needed. Do not use AI features to make decisions with legal or similarly significant effects on individuals.
7. Fees and billing
Some features require a paid plan. Fees, quotas and billing intervals are shown in the Service or in your invoice. Payments are processed by Stripe, or by Clover where billing goes through the Clover App Market. Subscriptions renew automatically until cancelled. Unless the law or your plan says otherwise, fees already paid are not refundable, and when you stop a subscription you keep the paid period without being charged again. We may change prices on reasonable advance notice; changes apply from your next billing period.
8. Intellectual property
The Service, including its software, design, documentation and trademarks, is owned by Syntra and its licensors and is protected by intellectual property laws. Except for the license in Section 1, no rights are granted to you. If you send us feedback, we may use it without obligation to you.
9. Term and termination
This Agreement starts when you first install or use the Service and continues until terminated. You may stop at any time by uninstalling the app from Clover, removing your business in the Syntra console, and deleting your account. We may suspend or terminate your access if you materially breach this Agreement, fail to pay, or if we must do so to comply with law or protect the Service or others. Where reasonable, we will give notice first.
On termination, your license ends and you must stop using the Service. Sections 2, 5 (last paragraph), 8, 10, 11, 12, 13 and 15 survive termination.
10. Disclaimer of warranties
The Service is provided “as is” and “as available.” To the maximum extent permitted by law, Syntra disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that AI output or orders will be accurate.
11. Limitation of liability
To the maximum extent permitted by law, Syntra will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, orders, data or goodwill, arising out of or related to this Agreement or the Service, even if advised of the possibility of such damages. Syntra's total liability for all claims arising out of or related to this Agreement or the Service will not exceed the greater of the fees you paid Syntra in the twelve (12) months before the event giving rise to the claim, or one hundred US dollars (US$100).
Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
12. Indemnification
You will defend, indemnify and hold harmless Syntra and its affiliates, officers and employees from any third-party claims, losses and expenses (including reasonable attorneys' fees) arising from your Merchant Data, your use of the Service in breach of this Agreement or the law, or your dealings with your customers.
13. Governing law
This Agreement is governed by the laws of the jurisdiction in which Syntra is established, without regard to its conflict-of-laws rules. The courts of that jurisdiction have exclusive jurisdiction over any dispute arising out of this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction. Nothing in this section removes mandatory consumer protection rights you may have.
14. Changes
We may update this Agreement from time to time. We will post the updated version here with a new “Last updated” date and, for material changes, notify account holders at least 30 days before the changes take effect. Continuing to use the Service after that date means you accept the updated Agreement.
15. General
- Clover. This Agreement is between you and Syntra only, not Clover. Clover is not responsible for the Service or its support.
- Export. You will comply with applicable export control and sanctions laws.
- Assignment. You may not assign this Agreement without our written consent. We may assign it in connection with a merger, acquisition or sale of assets.
- Entire agreement. This Agreement, together with our Privacy Policy and any order or plan terms, is the entire agreement between you and Syntra about the Service.
- Severability and waiver. If any provision is unenforceable, the rest stays in effect. Failure to enforce a provision is not a waiver.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including failures of third-party services.
16. Contact
Questions about this Agreement: support@syntra-connect.com.