Master Service Agreement

‍Effective as of 15th of November 2022


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

Any contradicting terms contained in Quote(s) or other separately signed and executed agreements between Customer 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 Customer 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 Customer, 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 and prices.
  • 'Synthesia' refers to Synthesia Limited. 
  • 'Customer' refers to the person or legal entity specified in the Agreement or the executed Quote.
  • 'Party/Parties' refers to either Customer or Synthesia when used in singular form and to both Customer and Synthesia when used in plural form.
  • 'Affiliate' refers to a company under Party's control (daughter company), a company that controls the Party (mother company), or a company under the same control as the Party (sister company).
  • 'Third-Party' refers to any natural or legal entity other than Customer, Synthesia, or their Affiliates. 
  • 'Services' refers to the services purchased by the Customer, including, where applicable, 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, 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 Customer.
  • '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 Customer.
  • 'Effective Date' refers to the date of the later signature on the Agreement, 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. 
  • 'Customer Content' refers to all images, text, audio, video data, or any other information uploaded, submitted, or otherwise provided by the Customer. 
  • 'Customer Generated Content' refers to the images, audio, and video files created or generated by the Customer through the Platform.
  • '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 the Customer'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 This Agreement may be executed by signature or by signing a Quote that references this Agreement. Once executed, this Agreement will continue to govern the Customer’s use of the Platform and other future purchases of the Services until the Agreement is terminated or the Parties agree to amend or replace it. If Platform or Customer Generated Content use cases are described in the Quote, the Customer 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 Customer under this Agreement extend to the Customer's Affiliates.

2. General Provisions

(A) Eligibility

2.1 By entering into this Agreement, Customer 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 entering into this Agreement 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, also referred to as Service Plan, shall be agreed between the Parties, specifying the type, description, amount, and price of each Service. During the term of the Agreement, the Customer may request or purchase additional Services or increase the current Service Plan. If the Customer exceeds the limits specified in the Service Plan, Synthesia will contact the Customer to discuss possible upgrade options. This Agreement will govern all subsequent purchases even if not explicitly referenced in any subsequent Quote, purchase order, or invoice. As a matter of convenience, the Customer may purchase additional Services simply by communicating the request to Synthesia. Unless otherwise specified, each purchased Service is separate in terms of duration and end date, and the expiry or termination of one Service will not affect the remaining Services. 

(C) Acceptable Use Policy

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

2.4 The avatars that are not created specifically for the Customer 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 Customer agrees not to use any Stock Avatars (without Synthesia's explicit written consent):

  • In Customer Generated Content for TV broadcasting.
  • In Customer Generated Content for "promoted", "boosted", or "paid" advertising on any social media platform or similar media.
  • In Customer Generated Content used as or part of non-fungible tokens (NFTs) or similar.
  • To transmit or procure the sending of any unsolicited advertising or promotional material, including any "junk mail", “chain letter”, “spam”, or any other similar solicitation.
  • To portray Stock Avatar in Customer 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 Customer Generated Content in which Stock Avatar makes 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.

2.5 Customer also agrees not to use the audio clips available on the Platform:

  • As a musical theme or jingle in connection with any products or services. 
  • In an international television advertising campaign by or on behalf of an entity with annual revenues of more than One Billion Dollars ($1,000,000,000).
  • Remixed or otherwise altered, except that Customer may engage in basic editing (e.g., setting start/stop points, determining fade-in/fade-out points, etc.).

2.6 Synthesia may, but is not obliged to, monitor the Customer Generated Content for breach of the Acceptable Use Policy. If the Customer 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 Customer Generated Content violates this Acceptable Use Policy and reject the Customer’s content creation request. If any Customer Generated Content is deemed in violation of this Acceptable Use Policy after its creation, Customer must immediately delete, stop distributing and recall the violating Customer Generated Content both online and offline. If the Customer believes that Customer 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 Customer’s access to the Platform in case of a flagrant or repeated breach of this Acceptable Use Policy until such issue is resolved or Agreement terminated. 

(D) 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 Customer believes Synthesia violates its limited performance warranty, Customer 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 CUSTOMER 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 CUSTOMER’S NEEDS OR EXPECTATIONS.

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

(E) Relationship of the Parties

2.10 The Parties intend that Synthesia will be engaged as an independent contractor of the Customer. 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 an agent for, or on behalf of, the Customer or represent or bind the Customer in any manner. Synthesia will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to Customer employees. 

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 Customer or any other Third-Party.

(A) Software Licence

3.2 Subject to Customer’s compliance with the Agreement, during the Service Term and within the scope of the Service Plan, Synthesia grants Customer 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 Customer 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 Customer’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 access accounts. Within the scope defined in the Service Plan, the Customer may give access to the Software to the Customer’s or its Affiliates’ employees and contractors by designating access accounts or inviting them to the Platform. The Customer understands and accepts all responsibility for the behaviour of any person or entity approved by the Customer for the use of the Software through an access account. During the Service Term, the Customer may occasionally request Synthesia to transfer an already assigned access account to another person, and Synthesia shall accommodate such request whenever possible. The Customer 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 Service Plan. An unlimited usage plan is provided only for the ‘normal’ and ‘typical’ uses. Use of an unlimited plan falls outside of the ‘normal’ or ‘typical’ scope and is considered ‘unreasonable’ when such use is excessive in a way that causes Synthesia to incur additional financial costs or burden on Synthesia’s servers and infrastructure beyond Synthesia’s estimated expenses as determined by Synthesia in its sole discretion. 

(B) Synthesia Content Licence

3.5 Unless otherwise specified, immediately upon creating the Customer Generated Content, Synthesia grants the Customer a limited, revocable, non-exclusive, perpetual, worldwide, royalty-free, transferable, sub-licensable licence to use Synthesia Content in the created Customer Generated Content. Unless otherwise agreed, the license does not include the right to use any part of the Synthesia Content, such as the background images, avatar images, icons, audio clips, and similar, outside of Customer Generated Content or as a stand-alone piece of content. The 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 Customer Generated Content that is found in violation of the Acceptable Use Policy will not affect the licence for the non-breaching Customer Generated Content. 

3.6 Avatars that are explicitly created for the Customer 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 Customer on an exclusive basis through the Software. Custom Avatars will remain available only during the applicable Service Term, and the Customer is granted an exclusive licence for using such Custom Avatars. Upon termination of the Service Plan, applicable Custom Avatars created for the Customer will be deleted from the Software. Due to the proprietary nature of the technology in the Custom Avatars, their transfer to the Customer or a different service provider is impossible. 

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 and audio clips 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 Third-Party content that can be licenced to the Customer entirely in accordance with the licence terms specified herein.

(C) Customer Content and Customer Generated Content

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

3.9 Customer is responsible for Customer Content, including its legality, reliability, and appropriateness. By providing the Customer Content on or through the Service, Customer represents and warrants that: (i) Customer owns Customer Content or has the appropriate right to use it, and the right to grant Synthesia the rights and licence as provided in this Agreement, and (ii) the processing of Customer 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 Customer shall be the owner of the Customer Generated Content upon creation, subject always to the Customer’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 (“Discloser”), 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 (“Recipient”) in any form and (i) which is marked or identified as confidential or proprietary at the time of disclosure, or (ii) that the Recipient knows or should reasonably know to be the confidential or proprietary information of the Discloser given the nature of such information and the circumstances of its disclosure. Confidential Information does not include information that (i) was generally known to the public at the time of disclosure; (ii) was lawfully received by the Recipient from a Third-Party; was known to the Recipient prior to receipt from the Discloser; or (iv) was independently developed by the Recipient or independent third parties. In each of the foregoing circumstances, this exception applies only if such public knowledge or possession by an independent Third-Party was without breach by the Recipient or any Third-Party of any obligation of confidentiality or non-use, including but not limited to the obligations and restrictions set forth in this Agreement.

4.2 Both Synthesia and Customer 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. Synthesia and Customer 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 Recipient from disclosing Confidential Information of the Discloser if legally required to do so by judicial or governmental order (“Required Disclosure”); provided that the Recipient shall: (i) give the Discloser prompt written notice of such Required Disclosure prior to disclosure; (ii) cooperate with the Discloser in the event the Discloser 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) or other ordering documents. All prices are shown exclusive of VAT and other applicable taxes unless otherwise stated. The Customer understands and agrees that it is responsible for paying applicable taxes for its use of the Platform. Payments may not be made via check. 

5.2 Customer shall make all payments under the Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, Customer shall, when making the payment to which the withholding or deduction relates, pay Synthesia such additional amount as will ensure that Synthesia receives the same total amount that it would have received if no such withholding or deduction had been required.

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. Customer acknowledges that different terms of service and privacy policies may apply to Customer’s use of 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 reasonable control if Synthesia cannot freely choose the Third-Party which will provide the service, if such choice is made following the Customer’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 Service purchased during the term of this Agreement shall be active until the expiry of the Service Term or until terminated earlier under this section. Unless otherwise agreed in writing, Service Term for each purchase will automatically renew upon expiry for the same duration as the original Service Term and under the same conditions, including the scope of the Service Plan and the prices. Either Party may notify the other of its intent not to renew by notice at least thirty (30) days before the expiry of the current Service Term.  

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 immediate effect if Customer exhibits Unreasonable conduct. In the event of termination due to Unreasonable conduct, Synthesia will refund a pro-rated amount of the Service Fee for any remaining unused Service Term. Unreasonable conduct includes any action by Customer toward Synthesia or any of their employees, agents, contractors, or affiliates that causes said individuals discomfort, stress, or uneasiness not expected in regular business communications. Without excluding, Unreasonable conduct includes mainly: 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 despite explanation that such requests are unreasonable; denial of documented evidence as factual; and persistent raising of unsubstantiated allegations.

8.3 Termination for convenience. The Customer may terminate this Agreement or any individual Service Plan for convenience following a thirty (30) day written notice.  

8.4 Termination due to expiry. If the automatic renewal is cancelled, the Service Plan will terminate upon the expiry of the applicable Service Term. This Agreement shall terminate automatically if there are no active Service Plans for a consecutive ninety (90) day period. 

8.5 Consequences of termination. If the Agreement is terminated for cause by the Customer, all active Service Plans 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 Service Plans shall be terminated as well, and Customer shall pay all Service Fees in full without any refund for unused Services. If the Agreement or Service Plans are terminated for convenience by the Customer, the Customer 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 Customer 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. Customer 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 Customer Indemnity. The Customer 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 Customer Generated Content infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property or privacy rights of a third party, (b) Customer’s fraud, gross negligence or willful misconduct in its performance under this Agreement, or (c) Customer’s use of the Platform or content in violation of the Acceptable Use Policy outlined in Section 2(C) hereof. Synthesia shall promptly notify Customer in writing of the claim and allow Customer 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 200% OF THE TOTAL AMOUNT OF FEES RECEIVED BY SYNTHESIA FROM THE CUSTOMER. THE LIMITATION OF LIABILITY SHALL NOT APPLY IN THE EVENT OF A BREACH OF PROVISIONS 2.3, 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 Customer used for communication with Synthesia or such other email address as notified by the Customer. 

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.

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Older versions of the Master Service Agreement:

Version of 20th July 2022

Version of 1st March 2022

Version of 1st October 2021

Version of 21st September 2021