Master Service Agreement 20220720

‍Effective as of 20th of July 2022


This Master Services Agreement is made and entered by and between Synthesia Limited with registered office address at Kent House, 14/17Market Place, London W1W 8AJ, and a signatory party to the exchanged and duly executed Quote(s). This Agreement contains the terms and conditions under which Synthesia provides its Services to the clients. Provision of Services is contingent on the Client's acceptance of the terms and conditions stated in this Agreement.

Any contradicting terms contained in Quote(s) or other separately signed and executed agreement between Client and Synthesia shall supersede provisions from this Agreement. No conduct by Synthesia shall be deemed to constitute an acceptance of any terms put forward by the Client unless such terms are explicitly accepted by signing the document containing such terms. For the avoidance of doubt, Synthesia does not accept any terms or provisions included by reference in any of the documents provided by the Client even if signed by Synthesia, unless Synthesia also signs such referenced documents.

1. Definitions

1.1 The following definitions explain some of the terminology and abbreviations used throughout this Agreement. Defined words can be recognized throughout this document by the capitalized first letter.

  • 'Agreement' refers to this Master Service Agreement including all appendices hereto.
  • 'Quote(s)' refers to the document(s) listing the scope of the Services, licences, schedule, and prices.
  • 'Synthesia' refers to Synthesia Limited. 
  • 'Client' refers to the person or legal entity specified in the accepted Quote.
  • 'Party/Parties' refers to either Client or Synthesia when used in singular form and to both Client and Synthesia when used in plural form.
  • 'Affiliate' refers to a company under Party's control (daughter company), company that controls the Party (mother company), or company under the same control as the Party (sister company).
  • 'Third-Party' refers to any natural or legal entity other than Client, Synthesia, or their Affiliates. 
  • 'Services' refers to the services listed in the Quote, including access to the Software, customer support, creation of custom avatars, and other services provided by Synthesia.
  • 'Software' refers to the software created by Synthesia available through synthesia.io or its subdomains, its interface, and functionality.
  • 'Synthesia API' refers to the Application Programming Interface that allows system calls to Software.
  • 'Platform' refers to the Software and Services collectively.
  • 'Service Plan' refers to the type, number, and scope of the Services commissioned by the Client as detailed in the Quote(s).
  • 'Service Fee' refers to the total price of the Services included in the Service Plan.
  • 'Service Term' refers to the period of time during which the Services will be available to the Client as specified in the Quote(s).
  • 'Effective Date' refers to the date of the later signature on the applicable Quote or such other date as expressly agreed between the Parties in writing. 
  • 'Synthesia Content' refers to all images, text, audio, video data, or any other information located on the Platform or available through the Platform. 
  • 'Client Content' refers to all images, text, audio, video data, or any other information uploaded, submitted, or otherwise provided by the Client. 
  • 'Client Generated Content' refers to the unique images, audio, and video files created or generated by the Client through the Platform, but excluding the Synthesia Content.
  • 'Intellectual Property' refers to any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.

1.2 Titles and headings provided in this Agreement are for convenience and ease of access only, and they will not affect the interpretation of the Agreement.

1.3 Terms and abbreviations not defined in this section shall have the usual meaning unless the context otherwise requires.

1.4 Insofar where Synthesia is requested to process personally identifiable information about EU data subject on Client's behalf, such processing is regulated by a Data Processing Agreement ("DPA") available at https://www.synthesia.io/terms/data-processing-agreement. The DPA is executed together with this Agreement and represents its integral part, and DPA shall have precedence over any contradicting terms in this Agreement.

1.5 Quote(s) represent an integral part of this Agreement, and by signing (or e-signing) the Quote(s), the Client agrees to the terms and conditions stated in this Agreement. As a matter of convenience, each Quote will reference the applicable Agreement. If Platform or Client Generated Content use cases are described in the Quote the Client understands and agrees that it will need to communicate to Synthesia any new materially different use case for approval. Failure to obtain approval may result in account suspension or termination for cause. 

1.6 All rights and benefits granted to the Client under this Agreement extend to Client's Affiliates. 

2. General Provisions

(A) Eligibility

2.1 By executing the Quote Client confirms that it (i) has the full legal capacity to enter into a binding relation, (ii) that it will provide true, accurate, current, and complete information where requested, (iii) that it will not use Platform contrary to this Agreement or applicable laws. If a person is executing a Quote on behalf of a legal entity, such person further confirms that (i) they have the appropriate authorization to accept the terms of this Agreement, (ii) they have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom they accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.

(B) Scope of the Services

2.2 The exact scope of the Services shall be detailed in the Quote(s), specifying the type, description, amount, and the price of each Service. Scope of the Services may be increased during the term of this Agreement by executing additional Quote(s). Unless otherwise specified, each Quote is separate in terms of duration and end date, and expiry or termination of one Quote will not affect the remaining Quotes. 

(C) Service Plan

2.3 Service Plan shall be detailed in each individual Quote listing at least the scope of Services, Service Term, and price. Parties can change the Services Plan during the Service Term if they mutually agree so in writing.

(D) Acceptable Use Policy

2.4 Client agrees that it will not misuse the Platform, Synthesia Content, or Client Generated Content. A misuse constitutes any use, access, or interference with the Platform, Synthesia Content, or Client Generated Content contrary to this Agreement, Quote(s), any other individual agreement executed between the Parties, and applicable laws and regulations. The Client will especially not, without limitation, use the Platform, Synthesia Content, or Client Generated Content:

  • In any way that violates any applicable national or international law or regulation.
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
  • For the purpose of adult entertainment and/or other incriminating content.
  • To impersonate or attempt to impersonate Synthesia, a Synthesia employee, or any other person or entity.
  • In any way that infringes upon the rights of others, or in any way that is obscene, defamatory, immoral, insulting, threatening, fraudulent, bullying, discriminating, or harmful.
  • To engage in any other conduct that interferes with Platform's security features and restricts or inhibits anyone's use or enjoyment of the Service, or which, as reasonably determined by Synthesia, may harm or offend Synthesia or other users of the Service or expose them to liability.
  • Use any robot, spider, or other automatic devices, process, or means without Synthesia's prior explicit consent through Synthesia API, to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  • Take any action that may damage or falsify Synthesia's ratings or reputation.

2.5 The avatars that are not created specifically for the Client and are already available on the Platform (Stock Avatars) are made based on and bear a life-like resemblance to real people. For this reason, in order to comply with the licensing terms with the actors and to protect the rights and reputation of the actors, additional restrictions apply. In addition to general restrictions, the Client agrees not to use any Stock Avatars (without Synthesia's explicit written consent):

  • In Client Generated Content for TV broadcasting.
  • In Client Generated Content for "promoted", "boosted", or "paid" advertising on any social media platform or similar media.
  • In Client Generated Content used as or part of non-fungible tokens (NFTs) or similar.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", “chain letter”, “spam”, or any other similar solicitation.
  • To portray Stock Avatar in Client Generated Content in a way that a person would reasonably find offensive, including, but not limited to portraying Stock Avatar as suffering from or medicating for any medical condition, including addiction.
  • To portray Stock Avatar in Client Generated Content alongside or in connection with regulated or not age-appropriate goods or services including, but not limited to alcohol, tobacco, nicotine (including vaping products), psychoactive substances, firearms, gambling, contraceptives, sex toys, escort services, dating services, adult entertainment venues and similar.
  • In Client Generated Content in which Stock Avatar is making any kind of statement of opinion, including expressing any personal preferences or experiences as if they are Stock Avatar’s preferences or experiences.
  • In Client Generated Content in which Stock Avatar is making any kind of statement of fact regarding religion, politics, race, gender, sexuality, or other similar topics that are known to be sensitive to certain demographics.
  • To create trademarks, design-marks, service-marks, or other similar protected or registrable rights.

2.6 Synthesia may, but is not obliged to, monitor the Client Generated Content for breach of the Acceptable Use Policy. If the Client Generated Content is automatically flagged for a possible violation of the Acceptable Use Policy, such request for content creation may undergo a manual review or be automatically rejected. Synthesia can (acting reasonably) in its full discretion decide if Client Generated Content violates this Acceptable Use Policy and reject the Client’s content creation request. If any of the Client Generated Content is deemed in violation of this Acceptable Use Policy after its creation, Client must immediately delete, stop distributing and recall the violating Client Generated Content both online and offline. If Client believes that Client Generated Content is wrongfully flagged or deemed incompliant with the Acceptable Use Policy, it may request Synthesia to reconsider its position. However, Synthesia shall have the sole discretion in reaching the final decision. Synthesia may temporarily discontinue Client’s access to the Platform in the event of a flagrant or repeated breach of this Acceptable Use Policy, until such issue is resolved, or Agreement terminated.

(F) Warranties and Disclaimers

2.7 Mutual Warranties. Each Party represents and warrants that (i) it has the power and authority to enter into and fully perform this Agreement; and (ii) the performance by such Party of its obligations and duties hereunder will not violate any agreement to which such Party is bound.

2.8 Synthesia Warranties. Synthesia hereby warrants that: (i) it will provide the Platform in a manner consistent with good industry standards reasonably applicable to the provision thereof; (ii) the Services will perform materially in accordance with the documentation under normal use and circumstances; (iii) the use of Services and Synthesia Content in accordance with the terms of this Agreement will not violate any third party Intellectual Property, and (iv) it will perform all professional services in a good and workmanlike manner. If Client believes that Synthesia is in violation of its limited performance warranty, Client shall notify Synthesia, and Synthesia shall use reasonable commercial efforts to correct any error or defect. 

2.9 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 2.7 AND 2.8, THE SYNTHESIA PLATFORM AND ANY CONTENT THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SYNTHESIA MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR ANY PARTICULAR PURPOSE, OPERATION OF THE PLATFORM, AND THE INFORMATION, CONTENT, OR MATERIALS INCLUDED THEREIN. THE CLIENT EXPRESSLY AGREES THAT ITS USE OF THE PLATFORM AND ANY CONTENT THEREIN IS AT ITS SOLE RISK AND ASSESSMENT.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SYNTHESIA MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, SYNTHESIA DOES NOT REPRESENT THAT THE PLATFORM, ANY CONTENT THEREIN OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET CLIENT’S NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

(G) Relationship of the Parties

2.10 The Parties intend that Synthesia will be engaged as an independent contractor of the Client. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, or any other fiduciary relationship. Synthesia may not act as agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any manner. Synthesia will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of the Client. 

3. Proprietary Rights

3.1 All Intellectual Property rights connected to the Synthesia Content, Software, or technology used with the Platform are the sole property of Synthesia or are used under appropriate licences or permissions. Nothing in this Agreement shall be understood or intended for transfer of such Intellectual Property rights to Client or any other Third-Party.

(A) Software Licence

3.2 Subject to Client’s compliance with the Agreement, and during the Service Term and within the scope specified in the Quote(s), Synthesia grants Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Software provided by Synthesia. Except as expressly permitted in this Agreement, the Client may not: 

  • decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software; 
  • make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Software;
  • violate any applicable laws, rules, or regulations in connection with Client’s access or use of the Software;
  • remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by Synthesia or the licensors of the Software;
  • use the Software for any purpose for which it is not designed or intended; 
  • use the Software for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Software; or
  • distribute, transfer, sublicence, lease, lend or rent the Software to any Third-Party other than through the assignment of user accounts provided for under this Agreement; 

3.3 Access to the Software is provided through designated access accounts. Within the scope defined in the Quote(s), the Client may give access to the Software to Client’s employees or Affiliates by designating available access accounts. The Client understands and accepts all responsibility for the behaviour of any person or entity approved by the Client for the use of the Software through an access account. Access accounts are set up and assigned by Synthesia according to the Client’s instructions and information. During the Service Term, the Client may occasionally request that Synthesia transfers assigned access account to another Client’s employee or Affiliate, and Synthesia shall accommodate such request whenever possible. The Client may not abuse the access account transfer requests. Synthesia may reject any such request that is aimed at avoiding or circumventing the access account limit, such as, for example, making unreasoned repeated requests within a short period, making unreasoned repeated requests for transferring the access accounts to different Affiliates and similar atypical behaviour. 

3.4 Licence to use the Software may have a usage cap or be unlimited as specified in the Quote. An unlimited usage plan is provided only for the ‘normal’ and ‘typical’ uses. Use of unlimited plan falls outside of the ‘normal’ or ‘typical’ scope and is considered ‘unreasonable’ when such use is excessive in a way which causes Synthesia to incur additional financial costs or burden on Our servers and infrastructure beyond of Our estimated expenses as determined by Synthesia in its sole discretion.

(B) Synthesia Content Licence

3.5 Unless otherwise specified in the Quote(s), immediately upon creating the Client Generated Content Synthesia grants the Client a limited, revocable, non-exclusive, perpetual, worldwide, royalty-free, transferable, sub-licensable licence to use Synthesia Content in the created Client Generated Content. Granted licence is limited by the Acceptable Use Policy requirements and conditioned on the full payment of the fees specified in the applicable Quote(s). The licence may be revoked only due to the breach of the Acceptable Use Policy. Revoking the licence for the use in Client Generated Content that is found in violation of the Acceptable Use Policy will not affect the licence for the non-breaching Client Generated Content. 

3.6 Avatars that are explicitly created for the Client based on its request (Custom Avatars) are made in the form of a computer code embedded with Synthesia proprietary technology. Their functionality is only available to the Client on an exclusive basis through the Software. Custom Avatars will remain available only during the term of the Agreement, and the Client is granted an exclusive licence for the use of such Custom Avatars. Upon termination of this Agreement, all Custom Avatars created for the Client will be deleted from the Software. Due to the proprietary nature of the technology in the Custom Avatars, their transfer to the Client or a different service provider is not possible. 

3.7 Certain parts of the Synthesia Content are owned or created by Third Parties and licenced or transferred through Synthesia. For example, background images for enterprise accounts are provided by Shutterstock (https://www.shutterstock.com/licence), and they do not include content designated by Shutterstock as “editorial use only”; audio files created through text-to-speech functionality are provided by various integrated text-to-speech services that either grant Synthesia the sole ownership or an exclusive, sublicensable licence. Licence or ownership granted by Third-Parties to Synthesia will not restrict the licences provided herein. Synthesia shall only offer the Third-Party content that can be licenced to the Client entirely in accordance with the licence terms specified herein.

(C) Client Content and Client Generated Content

3.8 Client retains all rights, title, and interest in the Client Content. By providing the Client Content, the Client grants Synthesia a limited, revocable, non-exclusive, non-transferable licence to host, reproduce, and process (including through subcontractors) such Client Content for the sole purpose of providing the Services or customer support. Synthesia shall not use Client Content contrary to this Agreement, and it will treat Client Content as Client’s Confidential Information. Except as expressly stated herein, Synthesia will not share, publish, or otherwise make Client Content available to any Third-Party without the Client’s prior written approval. 

3.9 Client is responsible for Client Content, including its legality, reliability, and appropriateness. By providing the Client Content on or through the Service, Client represents and warrants that: (i) Content is Client’s (the Client owns it) or Client has the right to use it, and the right to grant Synthesia the rights and licence as provided in this Agreement, and (ii) the processing of Client Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity. 

3.10 The Client shall be the owner of the Client Generated Content upon creation, subject always to Client’s right to use Synthesia Content pursuant to Section 3.5 hereunder..

4. Confidential Information

4.1 “Confidential Information” means the specific terms and conditions of the Agreement and any non-public technical or business information of a Party, including without limitation any information relating to a Party’s techniques, algorithms, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and any other information which is disclosed to the other Party in any form and (i) which is marked or identified as confidential or proprietary at the time of disclosure, or (ii) that the receiving Party knows or should reasonably know to be the confidential or proprietary information of the disclosing Party given the nature of such information and the circumstances of its disclosure.

4.2 Both Synthesia and Client will only use the other’s Confidential Information as necessary to perform under this Agreement. They must not use or disclose such information for any other purpose during or after the termination of their relationship. Both Synthesia and Client will only disclose the other Party’s Confidential Information to persons or entities who need to know the information to perform under the Agreement. These obligations will remain in full force and effect in perpetuity.

4.3 Nothing in the Agreement shall prohibit either Synthesia or Client from disclosing Confidential Information of the other Party if legally required to do so by judicial or governmental order (“Required Disclosure”); provided that the disclosing Party shall: (i) give the other Party prompt written notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other Party in the event the Party elects to oppose such disclosure or seek a protective order with respect thereto, and (iii) only disclose the portion of Confidential Information requested explicitly by the Required Disclosure. 

5. Payment and Pricing

5.1 All prices for the Services are specified in the Quote(s). All prices are shown exclusive of VAT and other applicable taxes unless otherwise stated in the Quote. The Client understands and agrees that it is its responsibility to pay applicable taxes for its use of the Platform. Payments may not be made via check. 

5.2 If any invoiced amount is not paid by the due date, Synthesia reserves the right to charge interest on the unpaid amount at a rate of 1.5% per month or the maximum allowed interest rate under the law, whichever is less.

6. Third-Party Services

6.1 The Services may be made available or accessed in connection with Third-Party services and content, such as internet service providers, that Synthesia does not control. Client acknowledges that different terms of service and privacy policies may apply to Client’s use of such Third-Party services and content. 

6.2 Synthesia shall in no event be responsible or liable for any product or service provided by the Third-Party over which Synthesia does not have any reasonable control. For the purpose of this Agreement, Synthesia will not have a reasonable control if Synthesia cannot freely choose the Third-Party which will provide the service, if such choice is made following the Client’s request, recommendation, or acceptance, or if the market significantly limits the choice of Third-Party service provider and no adequate substitute is reasonably available, such as the choice of an internet service provider.  

7. Force Majeure

7.1. For the purpose of this Agreement, Force Majeure Event shall mean any event arising that is beyond the reasonable control of the affected Party (including any industrial dispute involving any Third-Party, governmental regulations, fire, flood, disaster, civil riot, or war).

7.2. A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform its obligations under this Agreement shall immediately notify the other and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

8. Term and Termination

8.1 This Agreement enters into force on the Effective Date and shall be in full force and effect until terminated. Each Quote entered into during the term of this Agreement shall be in effect until the expiry of the Service Term specified in the Quote or until terminated earlier under this section. Quote(s) will not automatically renew unless otherwise stated in the applicable Quote. 

8.2 Termination for cause. Either Party may terminate this Agreement if the other Party is in material default of the Agreement, and such default is not cured within a reasonable time not exceeding fifteen (15) days following the date the non-breaching Party sends the notice on default. The Services may be suspended during the notice period.  If the default cannot be remedied, the non-breaching Party may terminate the Agreement with immediate effect following the notice. Synthesia may, at its sole discretion, terminate this Agreement with notice, and with immediate effect, if Client exhibits Unreasonable conduct. In the event of termination due to the Unreasonable conduct, Synthesia will refund a pro-rated amount of Service fee for any remaining unused Service Term. Unreasonable conducts include any action made by Client toward Synthesia or any of their employees, agents, contractors, or affiliates which causes said individuals’ discomfort, stress, or any kind of uneasiness not expected in normal business communications. Without excluding, Unreasonable conduct includes especially: verbal abuse; inappropriate language such as racist remarks or comments, sexual innuendo or insults; condescending or rude tone; violent or threatening language; excessive communication; contact through personal communication channels not used in business correspondence; contact outside of workplace such as on the street or at home; persistent unreasonable demands in spite of explanation that such requests are unreasonable; denial of documented evidence as factual; and persistent raising of unsubstantiated allegations.

8.3 Termination for convenience. Client may terminate this Agreement or any individual Quote for convenience following a thirty (30) day written notice.  

8.4 Termination due to expiry. Unless renewed or explicitly stated otherwise, Quote(s) shall terminate automatically upon expiry of the Service Term specified in the Quote. This Agreement shall terminate automatically if there are no active Quote(s) for a consecutive thirty (30) day period. 

8.5 Consequences of termination. If the Agreement is terminated for cause by the Client, all active Quote(s) shall be terminated as well, and Synthesia will refund a pro-rated amount of Service fee for any remaining unused Service Term. If the Agreement is terminated for cause by Synthesia, all active Quote(s) shall be terminated as well, and Client shall pay all Service fees in full without any refund for unused Services. If the Agreement or Quote(s) are terminated for convenience by the Client, Client shall pay applicable Service fees in full without any refund for unused Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, provisions around confidentiality, Intellectual Property, warranty disclaimers, indemnity, limitations of liability, governing law, and choice of forum.

9. Indemnity

9.1 Synthesia indemnity. Synthesia will indemnify, defend and hold harmless Client and its employees and affiliates, from and against any Third-Party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) any allegation that the use of the Services as permitted hereunder infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property or privacy rights of a third party, (b) Synthesia’s fraud, gross negligence or willful misconduct in its performance under this Agreement; and (c) Synthesia’s violation of law in its provision of the Services hereunder. Client shall promptly notify Synthesia in writing of the claim and allow Synthesia to participate in the defence of and settlement negotiations relating to any Third-Party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its sole cost and expense.

9.2 Client Indemnity. Client will indemnify, defend and hold harmless Synthesia and its employees and affiliates, from and against any Third-Party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) any allegation that Client Generated Content infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property or privacy rights of a third party, (b) Client’s fraud, gross negligence or willful misconduct in its performance under this Agreement, or (c) Client’s use of the Platform or content in violation of the Acceptable Use Policy set forth in Section 2(D) hereof. Synthesia shall promptly notify Client in writing of the claim and allow Client to participate in the defence of and settlement negotiations relating to any Third-Party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its sole cost and expense.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS, OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM, IN CONNECTION WITH, OR RELATING TO THESE TERMS, THE SERVICE OR ANY CONTENT THEREIN EXCEED THE 200% OF THE TOTAL AMOUNT OF FEES RECEIVED BY SYNTHESIA FROM THE CLIENT. THE LIMITATION OF LIABILITY SHALL NOT APPLY IN THE EVENT OF BREACH OF PROVISIONS 2.4, 2.7, 3.2, 3.9, AND 9. OF THIS AGREEMENT.

11. Governing Laws and Choice of Forum

11.1 The Agreements and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by the law of England and Wales. The courts in London, United Kingdom, will have exclusive jurisdiction to deal with any dispute (including any non-contractual claim or dispute) which has arisen or may arise out of, or in connection with, the Agreement.

12. Final Provisions

12.1 Neither Party may assign this Agreement or any interest therein to any Third-Party without the other Party’s prior written consent, except that either Party may assign this Agreement without the other Party’s consent to a successor-in-interest of the Party’s entire business

12.2 This Agreement shall inure to the benefit of, and be binding upon, the Parties’ respective heirs, representatives, successors, and assigns.

12.3 Notices may be sent to each Party by mail to its registered office addresses or via email to: 

  • support@synthesia.io for Synthesia; 
  • to the email address of the Client used for communication with Synthesia or such other email address as notified by the Client. 

12.4 In the event that any of the terms or provisions in this Agreement shall be held by a court of competent jurisdiction to be unenforceable, then such terms or provisions shall be construed, as nearly as possible, to reflect the intentions of the Parties with the other terms and provisions remaining in full force and effect.

12.5 Any failure to exercise or enforce any right or the provision of this Agreement shall not constitute a waiver of such right or provision. Parties may jointly amend this Agreement in writing. 

‍

____________________________________________________________________

Older versions of the Master Service Agreement:

Version of 1st March 2022

Version of 1st October 2021

Version of 21st September 2021