Effective as of 16th of November 2021
Synthesia Affiliate Program Terms and Conditions explains the terms and conditions under which you are able participate in the Synthesia Affiliate Program. Please read carefully this Terms and Conditions document, and keep a copy of it for your reference.
By registering for our affiliate program, you express your agreement to be legally bound by our terms and conditions stated in this document, so please read these terms carefully before registering as you are entering into a binding contract with Synthesia Limited. If you do not agree with (or cannot comply with) the terms and conditions set forth below, do not register for our affiliate program.
1.1 The following definitions explain some of the terminology and abbreviations used throughout this Agreement:
‘Terms/Agreement’ refers to this Affiliate Program Terms and Conditions document.
‘We/Us/Our/Synthesia’ refers to Synthesia Limited with registered office address at 16 Dufour’s Place, London, United Kingdom, W1F 7SP.
‘Affiliate/You’ refers to any person or legal entity applying for our Affiliate Program and to any person or legal entity whose application is approved.
‘Platform’ refers jointly to the website of Synthesia available at https://www.synthesia.io/ including subdomains, software created by Synthesia available through synthesia.io or its subdomains, its interface, and functionality including the appropriate Application Programming Interface (API), and services described on the website.
‘Affiliate Program’ refers to the engagement program under which the Affiliate promotes the Platform by referring potential customers to the Platform in exchange for the commission in accordance with these Terms.
‘Referral Link’ refers to the specific URL appointed to the Affiliate which makes the tracking of the referred customers possible.
'Party/Parties’ refers to either the Affiliate or Synthesia when used in singular form and to both the Affiliate and Synthesia when used in plural form.
‘Third-Party’ refers to any natural or legal entity other than the Affiliate and Synthesia
‘Effective Date’ refers to the date on which the application for the Affiliate Program is accepted.
‘Confidential Information’ refers to any and all information belonging to, or otherwise relating to, either Party, which is not generally known, regardless of the manner in which it is stored or conveyed to the other Party, and which the Party has taken reasonable measures under the circumstances to protect from unauthorized use, or disclosure, or which is reasonably considered confidential given the nature of the information, its value or potential value, or the circumstances of disclosure.
2.1 By applying for our Affiliate Program you confirm that you are at least 18 years of age, and 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, and information which is otherwise compatible with these Terms, (iii) that you will not participate in the Affiliate Program contrary to these Terms or applicable laws. If you are applying 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 The Affiliate is required to provide true, accurate, current and complete information where requested and as necessary for the performance of rights and obligations under this Agreement. The Affiliate agrees to update their information should there be any changes, in order to keep registered information true, accurate, current and complete. Synthesia is not responsible for any failure in performance under this Agreement which results from information that is not true, accurate, current and complete.
2.3 The Parties intend that the Affiliate will be engaged as an independent contractor of Synthesia. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, or any other fiduciary relationship. The Affiliate may not act as agent for, or on behalf of, Synthesia or represent Synthesia, or bind Synthesia in any manner. The Affiliate will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Synthesia. Unless otherwise agreed or required by law, the Affiliate is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to the Affiliate under this Agreement, and agrees to do so in a timely manner. Any amount due to the Affiliate is considered as a gross payment and any tax or cost associated with such payment will be taken out of the calculated due amount.
3.1 In the course of their cooperation either Party may disclose to the other Party Confidential Information or a Party may otherwise come into contact with Confidential Information of the other Party. Parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any Third-Party without obtaining prior written consent from the other Party, (iv) to use Confidential Information only for the purpose specified during the disclosure, (v) to return to the other Party all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
3.2 For the purposes of this Agreement and for the avoidance of any doubt, information about the commission scheme and compensation terms are considered especially confidential.
4. Referral and Commissions
4.1 Synthesia reserves the right in its absolute sole discretion to approve or decline any application for the Synthesia Affiliate Program, without the need to provide the reasons for such decision. You accept and agree that you will not have any legal or other remedy in case of rejection of the application.
4.2 Participation in the Affiliate Program may require that you create an account through Third–Party affiliate tracking and reports service provider called Rewardful. Use of Rewardful services is subject to their respective terms and policies available on their website https://www.rewardful.com/. If your application is approved, you will receive email instructions on how you can receive your designated Referral Link through the Rewardful platform.
4.3 Under the terms of this Agreement the Affiliate undertakes to promote the Platform and to ensure that new customers purchase Synthesia services. For each customer that meets the criteria under this Agreement for ‘Qualified Customer’, Synthesia will pay the commission to the Affiliate for the duration and in the amounts as defined herein.
4.4 During the term of this Agreement the Affiliate may use Synthesia marketing material, including registered trademarks, as decided, and approved by Synthesia, solely for the purpose of promoting the Platform. The Affiliate will ensure that the use of Synthesia marketing material will not cause any confusion as to the Platform or service provider, nor can the marketing material be used in a way that is not appropriate to promote Synthesia and their core values, or to promote any service provider other than Synthesia. The Affiliate may not use marketing material that is not approved by Synthesia. Synthesia will decide on the marketing material that will be provided to the Affiliate and where possible the instruction for its use.
4.5 In order for a customer to become a Qualified Customer, they need to fulfil the following conditions:
a) No previous accounts. Only a customer who has never previously registered on the Platform can qualify as a Qualified Customer.
b) Registration after clicking the Referral Link. Only a customer who registers within 60 days from clicking on the designated Referral Link can qualify as a Qualified Customer. If for any reason a customer does not use a Referral Link, they cannot be considered a Qualified Customer regardless of the Affiliate’s efforts to refer such customer. If the customer clicks on multiple Referral Links, only the Affiliate whose Referral Link was last clicked will be awarded a commission for that customer. Furthermore, the Affiliate understands that if the customer clicks on a Referral Link but does not sign up to the Platform until a later time, the Referral Link function will depend on cookies to track the referral. If the customer does not allow cookies, Synthesia has no means of tracking such customer whether they came to the Platform through a Referral Link or not. If tracking is not possible, a customer will not be considered a Qualified Customer.
In some cases, Synthesia can give credit to an Affiliate even if the above does not apply. This will be at the discretion of Synthesia, and supporting evidence needs to be provided before a customer can qualify as a Qualified Customer.
c) Expiration. Commission is paid only for a certain period of time. A Customer remains a Qualified Customer for a duration of 12 months starting from the moment of first purchase.
4.6 Commission is calculated based on the net amounts received from Qualified Customers. For the purposes of this Agreement, net amount represents the total payments from a Qualified Customer to Synthesia minus any sales tax if applicable and any reclaimed or refunded amounts. Commission becomes due for payment one month after purchase by a Qualified Customer. Due commission is paid within the first five business days of each month. As an example, commission for a purchase by a Qualified Customer on the 7th of January is paid within the first five business days of March. Commission is paid only based on the actual amounts received by Synthesia. If for any reason a Qualified Customer fails to make a payment, such unpaid amounts shall not be used for commission calculations. In the event that the customer is approved a refund after the commission has been paid, we may require you to return us the commission related to the refunded amount or to deduct it from the future commissions.
4.7 Commission is agreed in the amount of 20% of the net amount of the payments made by a Qualified Customer. Commission is paid if the due commission amount is greater than $30 USD. If the due commission amount is less than $30 USD, the commission amount is transferred and added to the next month’s commission payment until the total due commission exceeds $30 USD. You must have a valid payment method in order to receive your commission. List of available payment methods is available in your affiliate account settings.
4.8 The Affiliate is not allowed to refer themselves and the Affiliate will not receive commission on purchases coming from their account.
5. Acceptable Use Policy
5.1 During the term of this Agreement, the Affiliate will not behave contrary to the Agreement, applicable laws and regulations. The Affiliate will not engage in any misleading or inappropriate advertising and the Affiliate will especially not, without limitation, do any of the following:
(i) send or otherwise post unauthorised commercial communications (such as spam);
(ii) use inappropriate advertisement such as misleading links, false claims, etc.;
(iii) post, transmit, or use content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to Third-Parties, or advertise on websites hosting such content;
(iv) fail to properly notify customers of the affiliate relationship;
(v) offer incentives in the form of rebates, coupons, or another form of promised kick-backs from their affiliate commission;
(vi) refer themselves or conduct or attempt to conduct fraudulent transactions or other fraudulent activity.
5.2 The Affiliate may not bid or otherwise purchase, either directly or indirectly, any of Synthesia’s trademarks and brands, including keywords which may dilute Synthesia trademarks and brands, or create or use keywords which can create competition to Synthesia’s business model including misspelling of the Synthesia name. For the avoidance of doubt the Affiliate may not use any of the Synthesia related keywords in paid advertising such as, for example, Google Ads.
5.3 The Affiliate’s domain name may not contain the word ‘Synthesia’ or any of the terms and derivations mentioned in the section 5.2. Additionally, the Affiliate may not use any brand name carried on the Synthesia platform in their domain name unless the Affiliate has a right or a permission for such use of the brand name.
5.4 The Affiliate’s website may not use words like ‘official website’, ‘Synthesia’, or any of the keywords mentioned in the article 5.2, or any other term which may confuse customers as to who is the owner of the website. The Affiliate may also not use any term which may negatively affect Synthesia or any of Synthesia’s trademarks and brands.
5.5 If the Affiliate is found to be in breach of the Acceptable Use Policy, they forfeit any earned commission and will be liable to return to Synthesia any amounts of commission already received.
5.6 The Affiliate is responsible for disclosing the affiliate relationship with Synthesia prominently on any marketing material or, at latest, when providing the Referral Link. The Affiliate needs to abide by any applicable local law or regulation regarding the disclosure of affiliations.
6. Term and Termination
6.1 This Agreement endures for the period of time starting from the Effective Date, until termination thereof.
6.2 The Affiliate may terminate this Agreement at any time with notice. Such termination will not affect commission payment for active Qualified Customers for as long as they meet the necessary criteria.
6.3 Synthesia may terminate this agreement without notice and notice period, with immediate effect if the Affiliate:
(i) breaches this Agreement;
(ii) breaches the general Terms and Conditions for the Platform;
(iii) misuses their rights under this Agreement or behaves contrary to the Acceptable Use policy;
(iv) engages in fraudulent or illegal activities.
6.4 Additionally, Synthesia may, at their sole discretion, terminate this Agreement at any time, without the need to disclose reasons for such a measure.
6.5 In the event that Synthesia terminates the Agreement pursuant to section 6.3, without limiting any additional rights, the termination will also terminate payments of the commission for any active Qualified Customer.
6.6 In the event of termination by Synthesia without cause, such termination will not affect commission payment for active Qualified Customers for as long as they meet the necessary criteria.
7.1 Affiliate will indemnify and hold harmless Synthesia, and its employees and affiliates, from and against any 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 Affiliates performance or violation of this Agreement.
8. Limitation of Liability
8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SYNTHESIA AFFILIATE PROGRAM IS TO STOP PARTICIPATING IN THE SYNTHESIA AFFILIATE PROGRAM.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNTHESIA, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT 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 YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE SYNTHESIA WEBSITE, SERVICES, THIRD-PARTY APPLICATIONS OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, EVEN IF SYNTHESIA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.1 Parties can mutually amend this Agreement in writing at any time. Synthesia may also unilaterally change or replace this Agreement at any time with a 30-day notice period. In case the Affiliate does not agree to the changes they may terminate this Agreement during the notice period in writing with immediate effect, which will not affect commission for the currently active Qualified Customers.
10. Governing Laws and Choice of Forum
10.1 This Agreement shall be governed by and construed under the laws of England and Wales, without regard to its conflict of law provisions. If the solution of a dispute cannot be reached in negotiations parties agree and hereby submit to the exclusive jurisdiction of the courts in London, United Kingdom.
11. Final Provisions
11.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.
11.2 Any failure to exercise or enforce any right or the provision of this Agreement shall not constitute a waiver of such right or provision.
11.3 Neither Party may assign or transfer any right or obligation under this Agreement to a Third-Party without obtaining prior written consent, except to the successors in the event of merger, sale, or liquidation of the Party.