Customer-Specific Supplement

The terms of the Customer-Specific Supplement (“Customer-Specific Supplement”) below supplement and amend Customer’s Contract (as defined in our Customer Terms of Service) if Customer falls into the corresponding category of Customer. If there is any conflict between the Customer-Specific Supplement and the Contract, the applicable terms in the Customer-Specific Supplement will prevail. Nothing in this Customer-Specific Supplement makes us a government contractor for any federal, state, local, or foreign government.

I. U.S. Government Customers

If Customer is a U.S. government or U.S. public entity (or use of the Services is for the U.S. Government), the terms of the Customer-Specific Supplement in this Section I apply.

II. State or Local Government Customers

This Section II applies to Customer if Customer is a state or local government, but only to the extent the Services are being used in an Authorized User’s official capacity as a state or local government official. The sections in the Contract titled “Governing Law,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in those sections.

III. Healthcare Customers

Customer acknowledges that Synthesia is not a Business Associate or subcontractor (as those terms are defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced “HIPAA”) and accordingly, Customer is solely responsible for complying with any obligations thereunder. Customer should not submit, collect or use any “protected health information” as defined in 45 CFR §160.103 (“PHI”). Customer agrees that we cannot support and have no liability for PHI received from Customer, notwithstanding anything to the contrary herein.

IV. Education Professional Customers

If Customer is a school or educator in the United States and wants its students, who are over the age of 13, to use the Services, Customer is responsible for complying with the U.S. Family Educational Rights and Privacy Act (“FERPA”). This means Customer must notify those students’ parents/guardians of the personally identifiable information that it will collect and share with us and obtain parental/guardian consent before its students sign up or use the Services. When obtaining such consent, Customer should provide parents/guardians with a copy of our Privacy Policy. Customer must keep all consents on file and provide them to us if we request them. If Customer is located outside of the United States, we will rely upon Customer to obtain any required consents or approvals from the parent or guardian of any student covered by similar laws and, as a condition to Customer’s and its students’ use of the Services, Customer will comply with such laws.

V. Patent Assertion Entities

You agree that if Customer is a Patent Assertion Entity or is acting on behalf of, or for the benefit of a Patent Assertion Entity, Customer will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Synthesia or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights; or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). This section will survive any termination or expiration of the Contract.

VI. EU Data Act Addendum

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1. Definitions

    “Exportable Data” shall have the meaning as defined in Article 2(38) of the EU Data Act and     consists of the following categories of Customer Data: generated videos, scripts of the     generated videos, uploaded images, uploaded videos, and uploaded audio files.

    “Non-Exportable Data” shall mean any assets or data protected by intellectual property rights,     or constituting a trade secret, of Synthesia, including Synthesia Content and all other     components of the Services, such as voice and avatar AI models.

    “Transition Period” shall mean, collectively, the Default Transition Period, Synthesia Extension     Period, and the Customer Extension Period. 

2. Switching Request Process

    2.1. Switching Request Notice. At any time during the term of the Agreement, Customer may     provide notice to Synthesia via email to legal@synthesia.io of its request, with two-months prior     notice (the “Notice Period”), to (a) switch the Services to a different third party provider, (b)     switch to on-premises infrastructure, or (c) erase its Exportable Data (“Switching Request”).

    2.2. Transition Period. Synthesia will support a Switching Request as required by applicable law     and as further specified in theDocumentation. Unless otherwise extended in accordance with     Section 2.2.1 and 2.2.2 below, the switching process shall be completed within thirty days     following the expiration of the Notice Period (“Default Transition Period”).

          2.2.1. Extension of Transition Period by Synthesia. Synthesia will inform Customer by email           within 30 days of receiving a Switching Request if the Transition Period is technically           unfeasible and will provide an explanation for such limitations and establish an alternative           Transition Period for the Customer to export their Customer Data, which shall not exceed 7           months following the expiration of the Notice Period (“Synthesia Extension Period”).

          2.2.2. Extension of Transition Period by Customer. At any time prior to the expiration of the           Transition Period, a Customer may establish an alternative Transition Period that is           reasonable and which shall not exceed 7 months (“Customer Extension Period”).

    2.3. Synthesia Cooperation. Throughout the switching process and in accordance with the     Agreement, Synthesia will provide reasonable assistance and maintain the agreed level of     security. Synthesia may inform Customer about any known risks to the continuity in the     provision of the Services and any technical limitations as a result of the Switching Request once     the Switching Request is submitted or as otherwise indicated by Synthesia. Synthesia will     continue to provide the Services in accordance with the Agreement until the Switching     Termination or until the expiration of the Term.

3. Termination

    3.1. Termination Date. The relevant Order Forms and/or Agreements shall terminate     automatically upon the earlier of (a) the date that Customer notifies Synthesia via email at     legal@synthesia.io that the Exportable Data has been successfully exported or (b) the
    expiration of the Transition Period (the “Switching Termination”).

    3.2. Effect of Termination. Notwithstanding anything contained in this Addendum or the     Agreement to the contrary, the Switching Termination shall not relieve Customer of any     obligation to pay fees that are due and payable for the period prior to the Switching Termination.

    3.3. Termination Fee.Upon the Switching Termination, the Customer shall be obligated to pay to     Synthesia:

          3.3.1. any outstanding fees covering the remainder of the term of the relevant Order Forms;           provided, however, that to the extent a Transition Period extends beyond the expiration of an           Order Form, an additional pro rata portion of the Order Form representing the provision of           Services from the date of the expiration of the Order Form until the Switching Termination,           plus

          3.3.2. for multi-year Order Forms, the value of any discounts Synthesia provided to           Customer.

4. Liability and Obligations

    4.1. Disclaimer. Except to the extent required by applicable law, Synthesia shall not be liable for     any damages, losses, or costs arising out of or relating to a Switching Request. To the extent     Customer’s Affiliates have purchased Services from Synthesia, and such Affiliates could be     impacted by the Switching Request, it is the Customer's sole responsibility to ensure that     Customer has all rights and permissions concerning the Switching Request and exercising their     rights hereunder, including with respect to their Affiliates.

    4.2. Indemnification. Customer shall indemnify and hold harmless Synthesia and its Affiliates     against any claim, demand, suit or proceeding made or brought against Synthesia by any third     party alleging that the Switching Request infringes upon such party’s rights or licenses with     Synthesia and such indemnification will include Synthesia’s damages, attorneys fees, and costs     awarded against Synthesia.

5. Miscellaneous

    5.1. Conflicts. If there is any conflict or inconsistency between the clauses of this Addendum     and any other clauses under the Agreement, this Addendum shall take precedence.

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