Enablement Services Terms and Conditions
Order of Precedence and Separation
These Enablement Services Terms and Conditions (“Enablement Terms”) form a part of the terms and conditions governing Customer’s purchase of Synthesia’s technology platform (the “Agreement”). For clarity, all references to the Agreement will mean the customer terms of service found at https://www.synthesia.io/legal/customer-terms-of-service, unless Customer has entered into a written master subscription agreement for the purchase and use of Synthesia Services. In the event of a conflict between the Agreement, and these Enablement Terms, these Enablement Terms will control with respect to only the Enablement Services (defined below). These Enablement Terms only apply to those Services which contain a link to these Enablement Terms in the Order Form, or those Services described under a statement of work (“SOW”) as Enablement Services (collectively, "Enablement Services"). Customer acknowledges that the Enablement Services are purchased separately from Synthesia’s video platform service (the “Service”); provided, however, for clarity, that all references to the Service in the Agreement will also be deemed references to Enablement Services.
Resource Availability and Cooperation
Customer acknowledges that Synthesia’s access to, facilities, equipment, assistance, cooperation, and complete and accurate information may be essential to the satisfactory and timely performance of the Enablement Services. Synthesia is not responsible for any delays due to changes in scope, scheduling, or requirements requested by Customer.
Fees
Enablement Services fees will be invoiced in advance in accordance with the applicable Order Form, and unless otherwise agreed between the parties on the applicable SOW, the Enablement Services will be on a fixed fee basis and payable in advance. If applicable, travel and other expenses will be identified in the Order Form (or applicable SOW) (including travel time at Synthesia’s standard rate) and will be billed as incurred. Fees for Enablement Services do not include any taxes that may be applicable to the purchase in the relevant jurisdiction. Customer acknowledges that late payments may result in the suspension of Enablement Services until payment is made. All Enablement Services purchases are non-cancelable, and except as set forth herein or in the Agreement, fees paid under the Order Form are non-refundable. Enablement Services shall begin on the date set forth in the applicable Order Form or SOW. If the Enablement Services commencement date specified in the SOW is subsequently rescheduled at Customer’s request to a later date, then Synthesia may apply a rescheduling fee equal to the actual costs incurred by Synthesia related to the cancelation/rescheduling.
Acceptance
Customer shall have an acceptance period of five (5) business days after delivery of any materials described in the SOW, during which time Customer may notify Synthesia in writing of any deficiencies in such materials. Synthesia will use commercially reasonable efforts to promptly cure any such deficiencies within ten (10) business days of such notice and resubmit the materials to Customer for testing. This process shall be repeated as necessary and appropriate. If Customer fails to reject any materials within the applicable acceptance period and in the manner described, such materials shall be deemed accepted at the end of the applicable acceptance period. Should any materials be reasonably and in good faith rejected by Customer after Synthesia has had two opportunities to cure, Customer may terminate the relevant portion of the Enablement Services, and receive a prorated refund of any prepaid fees for the deficient Enablement Services and any portion of the Enablement Services that were not delivered.
Scope; Scheduling; Changes; Cooperation
Enablement Services will be delivered in accordance with the applicable Order Form and/or SOW, including any dates and milestones specified therein. Scheduling of all Enablement Services and associated resources is subject to availability and must be mutually agreed upon. Any changes to the schedule or scope of work for the Enablement Services must be made by written change order (via email will suffice) prior to implementation of such changes and may result in additional fees, which must be agreed to in a change order. Synthesia is not responsible for any delays due to changes in scope, scheduling or requirements requested by Customer unless Customer and Synthesia specifically consent to such changes in writing (via email will suffice).
Ownership; Proprietary Rights; Licenses; No Co-Development
Each party retains all ownership rights in and to its Confidential Information (including any intellectual property rights), and there is no assignment of such rights under these Enablement Terms. As between the parties, Customer retains all right, title, and interest in and to its content, including its role play scenarios, workflows, agent configurations, prompts, and any final videos or implementations created through your use of the Service. Synthesia retains all right, title, and interest in and to its Service, including our related support, Enablement Services, methods, patterns, know-how, underlying platform, models, tools, templates, and any improvements, enhancements, or derivative works made thereto. No support or development work is “work-made-for-hire.” Synthesia may use technical and operational data, as well as insights derived from the Enablement Services, to operate, support, or improve its products and services, including developing generalized improvements, so long as such use does not identify Customer or use Customer’s Confidential Information or Customer Data.
Warranty; Remedy
Synthesia warrants that it will provide the Enablement Services in a professional and workmanlike manner and in accordance with generally accepted industry standards. This warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Customer must report any deficiencies in the Enablement Services within ninety (90) days of performance in order to receive warranty remedies. Customer's sole remedy for breach of the foregoing warranty shall be the prompt re-performance of the deficient services as described and warranted. Should Synthesia be unable to re-perform, it will refund Customer all prepaid fees for the deficient Enablement Services.
Subcontractors
Unless otherwise agreed between the parties, Synthesia will not subcontract its performance any of its obligations hereunder. In the event Customer permits the subcontracting of any/all of the Enablement Services, then Synthesia will remain responsible for the performance of such subcontracted services.
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