Master Service Agreement v2021.10.01

‍Effective as of 1st of October 2021

This Master Services Agreement is made and entered by and between Synthesia Limited with registered office address at 16 Dufour’s Place, London, United Kingdom, W1F 7SP, and a signatory party to the exchanged and duly executed Quote. This Agreement contains the terms and conditions under which Synthesia provides their Services to the clients. Provision of Services is contingent on the Client’s acceptance of the terms and conditions as stated in this Agreement.

This Agreement does not interfere with any obligation or authorization provided in any other agreement concluded between You and Synthesia. Provisions of any individual Agreement between You and Synthesia 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 unless such referenced documents are signed by Synthesia.

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.
  • ‘Quote’ refers to the document listing the scope of the Services, schedule, and prices.
  • ‘We/Us/Our/Synthesia’ refers to Synthesia Limited.
  • ‘Client/You’ 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 Client’s control (daughter company), company that controls the Client (mother company) or company under the same control as Client (sister company).
  • ‘Third-Party’ refers to any natural or legal entity other than Clients, their Affiliates, or Synthesia.
  • ‘Services’ refers to the services listed in the Quote.
  • ‘Software’ refers to the software created by Synthesia available through synthesia.io or its subdomains, its interface, and functionality including the appropriate Application Programming Interface (API).
  • ‘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.
  • ‘Service Fee’ refers to the total price of the Services included in the Service Plan, as amended during the Service Period.
  • ‘Effective Date’ refers to the date of signing of the Quote or as specifically agreed between the Parties in writing.
  • ‘Content’ refers to all images, text, audio and video data or any other information located on the Platform or obtained through the Platform.
  • ‘Client Generated Content’ refers to the Content provided or created by the Clients.
  • ‘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 Your behalf, such processing is regulated by Our 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.

1.5     Quote represents an integral part of this Agreement and by signing (or e-signing) the Quote the Client agrees to the terms and conditions stated in this Agreement.

1.6     All rights and benefits granted to you pursuant to this Agreement extend to your Affiliates.

2.     General Provisions

(A)     Eligibility

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

2.2     Whenever You are using Our Platform You will need to comply with the terms of this Agreement, any separately agreed terms, and any applicable laws, regulations, and policies.

(B)     Scope of the Services

2.3     The exact scope of the Services shall be detailed in the Quote, specifying the type, description, amount, and the price of each individual Service.

(C)     Service Plan

2.4     During the licence term Parties can change the scope of the Services in the Services plan if they agree so in writing. Some core Services may not be excluded from the Service Plan.

(D)     Acceptable Use

2.5     You agree that You will not misuse Our Platform. A misuse constitutes any use, access, or interference with the Platform contrary to this Agreement and applicable laws and regulations. During Your use of Our Platform, You will especially not, without limitation, use Services:

  • 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, another user, or any other person or entity.
  • In any way that infringes upon the rights of others, or in any way is unethical, illegal, unlawful, threatening, fraudulent, bullying, discriminating or harmful.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm or offend Synthesia or other users of the Service or expose them to liability.
  • 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.
  • Take any action that may damage or falsify Synthesia’s ratings or reputation.
  • 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):

  • To create Content for TV broadcasting.
  • To create Content for “promoted”, “boosted” or “paid” advertising on any social media platform or similar media.
  • To create 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.

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.

(E)     Non-disparagement

2.6     Both Parties understand and agree that they will not, in public or in private, make any false, disparaging, derogatory, or defamatory statement, online or otherwise, to any person or entity including but not limited to any media outlet, industry group, financial institution or Our current or former clients, regarding the other Party or their business affairs, business prospects, or financial condition. Parties further understand and agree that they will not make any negative statement or review about the other Party and their business, even if such statements or reviews are true at the time of their making, prior to providing the other Party with a reasonable option to resolve or amend the cause for the negative statement or review.

(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 Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Services will perform materially in accordance with the documentation under normal use and circumstances; and (iii) it will perform all professional services in a good and workmanlike manner. In the event 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, OUR SERVICE AND ANY CONTENT THEREIN ARE PROVIDED 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.

(G)     Relationship of the Parties

2.10     The Parties intend that Synthesia will be engaged as 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 Software or technology used with the Platform are the sole property of the Synthesia or is used under appropriate licences or permissions. Nothing in this Agreement shall be understood or intended for transfer of such Intellectual Property rights to You or any other Third-Party.

(A)     Grant of Licence

3.2     Subject to Your compliance with and during the licence term and within the scope specified in the Quote, We grant You a limited, revokable, non-exclusive, non-transferable, non-sub licensable licence to access and use the Software provided by Synthesia. Except as expressly permitted in this Agreement, You 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 Your access or use of the Software;
  • remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by Us 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, sub licence, 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 Your designated access accounts. Within the scope defined in the Quote, You may provide access to the Software to Your employees or Affiliates by designating available access accounts. Only one person may use one access account; account sharing is not permitted and may cause your licence to be revoked. You understand and accept all responsibility for the behaviour of any person or entity You approved for the use of the Software through access account.

3.4     Licence to use the Software may have a usage cap or be unlimited as specified in the Quote. 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 Us to incur additional financial costs or burden on Our servers and infrastructure beyond of Our estimated expenses as determined by Us in Our sole discretion.

(B)     Confidential Information

3.5     “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.

3.6     Both Synthesia and Client will only use the other’s Confidential Information as necessary to perform under this Agreement, and must not use or disclose, either during or after the termination of its relationship, such information. 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.

3.7     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/or (iii) only disclose the portion of Confidential Information specifically requested by the Required Disclosure.

(C)     Client Generated Content

3.8     Client retains all rights, title, and interest in their Intellectual Property provided or created through the Platform. By providing their Intellectual Property, Client grants Us a limited, non-exclusive, non-transferable licence to host, reproduce, and process such Intellectual Property for the sole purpose of providing the Services or customer support. Synthesia shall not use Client’s Intellectual Property contrary to this Agreement and will treat such Intellectual Property as Confidential Information. Synthesia will not share, publish, or otherwise make available Client’s Intellectual Property to any Third-Party without the Client’s prior written approval.

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

4.     Payment and Pricing

4.1     All prices for listed Services are available in the Quote. All prices are shown exclusive of VAT and other applicable taxes unless otherwise specified in the Quote. You understand and agree that it is Your responsibility to pay applicable taxes for Your use of the Services.

4.2     All payments are final and non-refundable. If any invoiced amount is not paid by the due date, We reserve the right to charge an interest on the due amount at a rate of 1.5% per month or maximum allowed interest rate under the law, whichever is less.

5.     Third Party Services

5.1     The Services may be made available or accessed in connection with Third-Party services and content, such as internet service providers or advertisers, that Synthesia does not control. You acknowledge that different terms of service and privacy policies may apply to Your use of such Third-Party services and content.

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

6.     Force Majeure

6.1.     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 affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

6.2.     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 forthwith 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.

7.     Termination

7.1     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 material breach of these Terms.

7.2     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 licence term and will not give rise to any refund of Your Purchase unless You have been unable to use the Services due to errors on Our side.

7.3     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.

8.     Indemnity

8.1     Each Party will indemnify, defend and hold harmless the other Party and their 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 the indemnifying Party’s breach of their obligations under this Agreement or any of the listed warranties and guarantees. Indemnified Party shall promptly notify the other Party in writing of the claim and allow the other Party to participate in the defense of and settlement negotiations relating to any Third-Party claim, complaint, demand, action, suit or proceeding with counsel of their own selection at their sole cost and expense.

9.     Limitation of Liability

9.1     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY, THEIR 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 AMOUNT OF THE PURCHASE GIVING RISE TO THE RELEVANT DISPUTE. THE LIMITATION OF LIABILITY SHALL NOT APPLY IN THE EVENT OF BREACH OF PROVISIONS 2.5, 2.7, AND 3.2 OF THIS AGREEMENT.

9.2     Synthesia, its employees, agents, and its directors do not accept any liability and You hereby agree to release Us of any liability arising (whether directly or indirectly) out of the information provided through the Platform, or any errors, in or omissions from such information. Synthesia is not liable for loss (whether directly or indirectly) caused by Your actions or decisions based on Your reliance on the information provided to You through the Platform, nor caused by the delay, malfunction of the operation or the availability of the Platform.

10.     Governing Laws and Choice of Forum

10.1     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 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.

11.     Final Provisions

11.1     Neither Party may assign this Agreement or any interest herein to any Third-Party without the other Party’s prior written consent.

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

11.3     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.

11.4     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.