Terms of Service Old 2021.11.10

1.     Introduction

Welcome to Synthesia (“Synthesia”, “we”, “our”, “us”)! As You have just arrived at our Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take You approximately 20 minutes.

“Synthesia” is Synthesia Limited along with Synthesia’s subsidiaries and affiliates, their respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns

 “You” or “Your” is either: i) a registered business that wish to or already purchases any product or service made available through the Service incl. the business’ respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns (“Business Customer”); or ii) a private individual that wish to or already purchases any products or service made available through the Service (“Consumer”).

These Terms of Service (the “Terms”) govern Your use of our web pages located at synthesia.io operated by Synthesia (together, the “Service”). If you are using our Services as a Business Customer, our processing of personal data you provide us is further regulated by our Data Processing Agreement (the “DPA”) available here www.synthesia.io/terms/data-processing-agreement. In this case the DPA represents an integral part of the Terms unless we execute a separate DPA which shall override our DPA. If you are using our Services as a private individual the DPA does not apply. 

Our Privacy Policy also governs Your use of our Service and explains how we collect, safeguard and disclose information that results from Your use of our web pages. Please read it here https://www.synthesia.io/terms/privacy-policy. If you are a Business Customer we act from a position of a “data processor” for any personal data you provide us that relates to private individuals, and our role, together with the security measures we apply, is detailed in the DPA.

Your agreement with us includes these Terms, our Privacy Policy, and, where applicable, the DPA (“Agreements”). You acknowledge that You have read and understood the Agreements, and agree to be bound by them.

If You do not agree with (or cannot comply with) the Agreements, then You may not use (and must immediately stop using) the Service, but please let us know by emailing at support@synthesia.io so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.

Thank You for being responsible.

2.     Communications

When creating an account on our Service, You will be asked to select marketing preferences which allow You to subscribe to newsletters, marketing or promotional materials and other information we may send. 

You may opt out of receiving any, or all, of these communications from us by accessing Your Account Settings on the Service, or by following the unsubscribe link at the bottom of each of our marketing communications.

For additional information about how we protect Your privacy, please refer to our Privacy Policy at https://www.synthesia.io/terms/privacy-policy.

3.     Purchases

If You wish to purchase any product or service made available through the Service (“Purchase”), You may be asked to supply certain information relevant to Your Purchase including, without limitation, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and (ii) the information You supply to us is true, correct and complete.

We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting Your payment information, You understand that we may share that information with these third parties subject to our Privacy Policy.

Your Purchase is not confirmed until You receive a confirmation email from us. In particular, we reserve the right to reject Your Purchase due to product or service unavailability, or if fraud or an unauthorised or illegal transaction is suspected.

All prices shown on the Service are as a standard denominated in USD. We may determine to show the prices in the currency that Synthesia determines to be your local currency. All prices shown to Consumers include applicable sales taxes at the rate that is in force from time to time.

4.     Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from these Terms. If You participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the rules governing the Promotion will prevail.

5.     Subscriptions

Some parts of the Service are subject to payments. Paid Services are usually provided on a recurring subscription basis (“Subscription(s)”), but we may also provide them on a fixed-term basis (“Fixed Term”). Fixed Term Services are paid against the invoice according to the payment terms agreed separately. Unless otherwise agreed, Subscription payment terms shall not apply to Fixed Term Services. If you are interested in Fixed Term Services, please contact us. Subscriptions are billed in advance on a recurring and periodic basis (“Billing Cycle”). The relevant Billing Cycle will be displayed to You at check-out, on Your quote or on Your invoice.

At the end of each Billing Cycle, Your Subscription will automatically renew under the exact same conditions unless You cancel it or Synthesia cancels it. If Your Subscription is on an annual basis, we will let You know at least five (5) days in advance of any automatic renewal in order to give You the opportunity to cancel your Subscription. You may cancel Your Subscription renewal either through Your online account management page or by contacting our customer support team.

A valid payment method, including credit card, is required to process the payment for Your Subscription. You shall provide Synthesia with accurate and complete billing information including full name, address, state, zip code, telephone number, VAT number (if applicable) and a valid payment method information. By submitting such payment information, You automatically authorise Synthesia to charge all Subscription fees incurred through Your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Synthesia may (but does not have an obligation to) issue an electronic invoice indicating that You must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

We reserve the right to terminate Your Subscription in the event we are unable to collect a relevant payment from You (whether automatically or manually). Where that happens, we will inform You of the termination of Your Subscription via email.

6.     Free Trial

We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter Your billing information in order to sign up for a Free Trial. If You do enter Your billing information when signing up for Free Trial, You will not be charged by Synthesia until your Free Trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time before the start of Your Free Trial and without notice, Synthesia reserves the right to (i) modify the terms applicable to any Free Trial offer, or (ii) cancel such Free Trial offer.

7.     Fee Changes

Synthesia, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. We will inform You of any change to Your Subscription fees at least thirty (30) days in advance to give You an opportunity to terminate Your Subscription before such change becomes effective. Any Subscription fee change will become effective on the earlier of the expiry of that thirty (30)-day period, or at the end of the then-current Billing Cycle, whichever is earlier.

Your continued use of a Subscription after a Subscription fee change comes into effect constitutes Your agreement to pay the revised Subscription fee amount.

8.     Refunds

If you make any Purchase on the Service as a Consumer, you have the right to request a refund of the applicable Purchase price without providing a reason at any time within fifteen (15) days of the original date of purchase. As your Purchase can be used by you immediately, we reserve the right to only issue a pro-rated refund which reflects the amount of time you have enjoyed the Purchase before claiming a refund.

To request a refund (or partial refund), please contact us by using the contact details at the bottom of these Terms. We will issue any refund as soon as possible to the payment method used for the original Purchase.

Refunds do not apply to Business Customers.

9.     Your Content

Our Service allows You to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material, and also allows You to create or generate graphics, videos or other material (together, Your “Content”). 

You are responsible for Content that You post on or create through the Service, including its legality, reliability, and appropriateness.

By posting or creating Content on or through the Service, You represent and warrant that: (i) Content is Yours (You own it) and/or You have the right to use it and the right to grant us the rights and licence as provided in these Terms, and (ii) the posting of Your 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. We reserve the right to terminate Your account in the event You infringe this provision.

You retain any and all of Your rights to any Content You submit, post, display or create on or through the Service and You are responsible for protecting those rights. We take no responsibility and assume no liability for Content You post or create on or through the Service.  

Synthesia has the right but not the obligation to monitor and edit all Content submitted by users on the Service. 

By uploading or creating Content on or through the Service, You grant Synthesia a free of charge, non-exclusive, perpetual, transferable, royalty-free, irrevocable, worldwide licence to: (i) deliver the Service to You; and (ii) use the Content for internal research and development and/or to improve the Service and any other Synthesia technology. Where Content includes personal information about private individuals this will be further regulated by our Privacy Policy, DPA, or other individual agreement. 

You shall ensure that Your Content complies with, and assist Synthesia to comply with, the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data included in Your Content, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation. You will collect and process the personal data of all individuals featured in the Content in accordance with all applicable laws, including by obtaining any appropriate consents or approvals sufficient for the provision of the Service by Synthesia.

You are solely responsible for securing and backing up Your Content.

10.     Prohibited Uses

You may use the Service only for lawful purposes and in accordance with these Terms. In particular, You agree not to use the Service:

  1. In any way that violates any applicable national or international law or regulation.
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
  3. For the purpose of adult entertainment and/or other incriminating content.
  4. To impersonate or attempt to impersonate Synthesia, a Synthesia employee, another user, or any other person or entity.
  5. In any way that infringes upon the rights of others, or in any way is unethical, illegal, unlawful, threatening, fraudulent, bullying, discriminating or harmful.
  6. To create content that, as determined by us in our full discretion, may harm or offend Synthesia or any person or entity, or can be perceived as unethical or controversial.

Additionally, You agree not to use any non-exclusive Synthesia Stock Avatars (without Synthesia’s explicit written consent):

  1. To create Content for TV broadcasting.
  2. To create Content for “promoted”, “boosted” or “paid” advertising on any social media platform or similar media, without explicit permission from us.
  3. To create Content used as or part of non-fungible tokens (NFTs) or similar.
  4. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

Synthesia can (acting reasonably) in its full discretion decide if Content violates this clause. Should any of Your Content be deemed in violation of Prohibited Uses, You must immediately delete, stop distributing and recall the violating Content both online and offline.

Additionally, You agree not to:

  1. Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
  2. Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  3. Use any manual process to monitor or copy any of the material on the Service or for any other unauthorised purpose without our prior written consent.
  4. Use any device, software, or routine that interferes with the proper working of the Service.
  5. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful to the Service.
  6. Attempt to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
  7. Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
  8. Take any action that may damage or falsify Synthesia’s ratings or reputation.
  9. Use our Services to create or attempt to create a competing service or a service that allows or utilizes access to our Services through automated means or API calls (“white-label services”) without our prior express written permission.
  10. Otherwise attempt to interfere with the proper working of the Service.

11.     Confidential Information

“Confidential Information” means the specific terms and conditions of the Agreements 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.

Both Synthesia and Business Customer will only use the other’s Confidential Information as necessary to perform under the Agreements, and must not use or disclose, either during or after the termination of its relationship, such information.  Both Synthesia and Business Customer will only disclose the other party’s Confidential Information to persons or entities who need to know the information to perform under the Agreements. These obligations will remain in full force and effect in perpetuity.

Nothing in the Agreements shall prohibit either Synthesia or Business Customer 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/or (iii) only disclose the portion of Confidential Information specifically requested by the Required Disclosure.

12.     Analytics

We may use third-party service providers to monitor and analyse the use of our Service.

For additional information on how such third-party service providers may access Your personal data, please refer to our Privacy Policy at https://www.synthesia.io/terms/privacy-policy.

13.     No Use By Minors

The Service is intended only for access and use by individuals at least sixteen (16) years old. 

By accessing or using the Service, You warrant and represent that You are at least sixteen (16) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of these Terms. 

If You are not at least sixteen (16) years old, You are prohibited from both the access and usage of the Service and should immediately stop using the Service.

14.     Accounts

When You create an account with us, You guarantee that the information You provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your account on the Service.

You are responsible for maintaining the confidentiality of Your account and password, including but not limited to the restriction of access to Your device and/or account. You agree to accept responsibility for any and all activities or actions that occur under Your account and/or password, whether Your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than You, without appropriate authorisation. You may not use as a username any name that is offensive, vulgar or obscene.

15.     Customer Reference

You agree (i) that Synthesia may identify You as a recipient of Service and use Your name and logo in sales presentations and on the Synthesia website, and with prior approval in marketing materials and press releases, and (ii) with prior approval to develop a brief customer profile for promotional purposes on any websites owned and/or controlled by Synthesia.

16.     Intellectual Property

The Service and its original content (excluding any Content provided by You or other users), features and functionality are and will remain the exclusive property of Synthesia Limited and its licensors. 

The Service is protected by copyright, trademark, and other laws of foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

You acknowledge and agree that Synthesia retains sole ownership of all rights (including intellectual property rights), title and interest in and to the Service and all related content and technology. You will not acquire any rights, title or interest in or to the Service and all related content and technology.

All content found on or through this Service are the property of Synthesia or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.‍‍‍

17.     No Reverse Engineering

You agree that You will not, at any time, reverse engineer (or attempt to reverse engineer) any part of the Service or content therein, nor will You permit any third-party to do so.  

18.     Error Reporting and Feedback

You may provide us directly at support@synthesia.io with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). 

You acknowledge and agree that: (i) You shall not retain, acquire or assert any intellectual property rights or other rights, title or interest in or to the Feedback; (ii) we may use the Feedback to improve the Service or any other technology; (iii) we may have development ideas similar to the Feedback; (iv) the Feedback does not contain confidential information or proprietary information from You or any third-party; and (v) we are not under any obligation of confidentiality with respect to the Feedback. 

You hereby grant Synthesia and its affiliates an exclusive, transferable, irrevocable, free-of-charge, royalty-free, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialise) the Feedback in any manner and for any purpose.‍

19.     Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by Synthesia.

Synthesia has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their web sites.

You acknowledge and agree that Synthesia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.

We strongly advise You to read the terms of service and privacy policies of any third-party web sites or services that You visit.

20.     Disclaimer Of Warranty

OUR SERVICE AND ANY CONTENT THEREIN ARE PROVIDED BY SYNTHESIA ON AN “AS IS” AND “AS AVAILABLE” BASIS. SYNTHESIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE AND THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND ANY CONTENT THEREIN IS AT YOUR SOLE RISK.

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 SERVICE. WITHOUT LIMITING THE FOREGOING, SYNTHESIA DOES NOT REPRESENT THAT THE SERVICE, ANY CONTENT THEREIN OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN PARTICULAR, IF YOU ARE A CONSUMER AND HAVE YOUR HABITUAL RESIDENCE IN THE UK OR THE EUROPEAN ECONOMIC AREA, APPLICABLE CONSUMER LAWS MAY NOT ALLOW SOME OF THE EXCLUSIONS AND LIMITATIONS SET OUT ABOVE, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

21.     Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS SYNTHESIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING LEGAL FEES), CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, OBLIGATIONS AND LIABILITIES ARISING FROM, CONNECTED WITH OR RELATING TO YOUR USE OF THE SERVICE OR BREACH OF THESE TERMS. NOTWITHSTANDING THE FOREGOING, SYNTHESIA RETAINS THE RIGHT TO PARTICIPATE IN THE DEFENCE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD-PARTY CLAIM, COMPLAINT, DEMAND, ACTION, SUIT OR PROCEEDING WITH COUNSEL OF OUR OWN SELECTION AT OUR SOLE COST AND EXPENSE.

IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL SYNTHESIA BE LIABLE TO YOU FOR LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, OR ANY INDIRECT OR CONSEQUENTIAL DAMAGE RESULTING FROM YOUR USE OF THE SERVICE OR ANY CONTENT THEREIN.

IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL SYNTHESIA’S TOTAL AGGREGATE LIABILITY ARISING FROM, IN CONNECTION WITH, OR RELATING TO THESE TERMS, THE SERVICE OR ANY CONTENT THEREIN EXCEED: (I) IF YOU HAVE MADE ANY PURCHASE, THE AMOUNT OF THE PURCHASE GIVING RISE TO THE RELEVANT DISPUTE; OR (II) THE AMOUNT OF ONE-THOUSAND POUND STERLING (£1,000).

NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT OUR LIABILITY TO THE EXTENT NOT PERMITTED BY APPLICABLE LAW.

22.     Termination

We may terminate or suspend Your account and/or prevent Your access to the Service immediately, without prior notice in the event You are in breach of these Terms.

You are free to stop using the Service at any time. If You wish to terminate your account, please contact us. Termination of Your account will take effect at the end of the then current Billing Cycle and will not give rise to any refund of Your Purchase, unless as described under “8. Refund”.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

23.     Governing Law

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 English law. The English Courts 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 Agreements.

If you are a Consumer and have your habitual residence in the UK or the European Economic Area, you may benefit from additional rights and protection afforded to you by mandatory provisions of the laws of your country of residence, and nothing in these Terms shall affect the enforceability of these additional rights and protection.

24.     Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

25.     Amendments To Terms

We may amend these Terms at any time by posting the amended Terms on this site. It is Your responsibility to review these Terms periodically. Any revision to these Terms will become effective thirty (30) days after posting. If any revision to these Terms has a material impact on Your rights or obligations, we may notify You of such revision using Your registered e-mail address.

By continuing to access or use our Service after any revisions become effective, You agree to be bound by the revised Terms. If You do not agree to the revised Terms, You are no longer authorised to use Service.

26.     Waiver

No waiver by Synthesia of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure of Synthesia to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

27.     Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

28.     Assignment

We may transfer our rights and obligations under these Terms to another organisation. We will always tell You in writing if this happens and we will ensure that the transfer will not affect Your rights.

You may not transfer any of Your rights and obligations under these Terms to any other person without our prior express written consent.

29.     Acknowledgement

BY USING THE SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.

30.     Contact Us

The Service is operated by Synthesia Limited. Our registered address is 16 Dufour's Place, London W1F 7SP, United Kingdom.

Please send Your feedback, comments, requests for technical support by email at: support@synthesia.io.