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The aggregate liability of either party is capped at the total fees paid by Customer in the 12 months preceding the event giving rise to liability, except for indemnification obligations including the AI Copyright Pledge. Neither party is liable for lost profits, revenues, or indirect, consequential, punitive, or incidental damages.
This analysis describes what Synthesia's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes a financial ceiling on Synthesia's liability for service failures or breaches, with the exclusion of indemnification obligations as the primary carve-out. The consequential damages exclusion means Customer cannot recover lost revenue or business impact losses from service disruptions under the agreement's terms.
Under this clause, Customer's maximum financial recovery from Synthesia for any contract or tort claim is limited to fees paid in the preceding 12 months, and neither party can recover lost profits or consequential damages. Indemnification obligations, including the AI Copyright Pledge, are explicitly excluded from the cap.
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"OTHER THAN IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, WHICH INCLUDES OUR AI COPYRIGHT PLEDGE, IN NO EVENT WILL EITHER CUSTOMER'S OR THE SYNTHESIA EXTENDED FAMILY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE SYNTHESIA EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Excerpt from Synthesia's Terms of Service
1. REGULATORY LANDSCAPE: Limitation of liability clauses are standard in commercial SaaS contracts and are generally enforceable in the US and UK in B2B contexts, subject to applicable statutory limitations. EU Member State laws may limit the enforceability of consequential damages exclusions in certain consumer or regulated contexts. UK Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015 impose limits on exclusion clauses in some business contexts. 2. GOVERNANCE EXPOSURE: Medium. The 12-month fee cap is standard in enterprise SaaS but may be inadequate for high-value deployments where service disruptions or data breaches could cause losses significantly exceeding annual subscription costs. Organizations should evaluate whether the cap is commensurate with their operational risk exposure. 3. JURISDICTION FLAGS: EU and UK consumer protection frameworks may limit the enforceability of consequential damages waivers in certain contexts. The clause includes a carve-out stating the disclaimer does not apply to the extent prohibited by applicable law. 4. CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether the 12-month fee cap provides adequate protection relative to the value of operations dependent on the platform. Cyber insurance or contractual risk transfer mechanisms may be warranted for high-dependency deployments. The indemnification carve-out is favorable to Customers as it removes the AI Copyright Pledge from the liability cap. 5. COMPLIANCE CONSIDERATIONS: Legal teams should document the financial exposure profile under the liability cap relative to the organization's Synthesia-dependent workflows, and assess whether additional contractual protections should be negotiated via Order Form.
This provision establishes a financial ceiling on Synthesia's liability for service failures or breaches, with the exclusion of indemnification obligations as the primary carve-out. The consequential damages exclusion means Customer cannot recover lost revenue or business impact losses from service disruptions under the agreement's terms.
Under this clause, Customer's maximum financial recovery from Synthesia for any contract or tort claim is limited to fees paid in the preceding 12 months, and neither party can recover lost profits or consequential damages. Indemnification obligations, including the AI Copyright Pledge, are explicitly excluded from the cap.
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