Videoly is now Syncle 🎉 Same great service, expanded capabilities.

Read more
Last updated:
August 19, 2025

Terms of service

1. Scope of Terms; Parties

These Terms apply to Order Confirmation(s) (defined below) on the provision of the service ("Service") as described in Clause 3 by Syncle (Finnish business ID 2619227-4) ("Syncle" or "Supplier") to the customer named in the Order Confirmation ("Customer"). These Terms form an integral part of the Order Confirmation. The Supplier and the Customer are also hereinafter referred to each as a "Party" and together as the "Parties".

"Order Confirmation" means the Order Confirmation signed between the Parties regarding the provision of the Service and any other documents (in electronic or other written form) in which the Parties agree on the Supplier's provision of the Service to the Customer, such as the Supplier's binding offer signed by the Customer. Also electronic signatures are valid.

2. Background

The OrderConfirmation (including these Terms) sets out the terms and conditions thatgovern the Customer's use of the Service.

3. Service

3.1 Service description

When not specified in these Terms, the term Service refers to both Syncle for Retailers Service, as defined in 3.2. and Syncle for Brands Service as defined in 3.3. The type of the Service is determined in the Order Confirmation.

3.2. Syncle for Retailers Service

The Syncle for retailers service ("Syncle for Retailers Service") gives access to sharedbrand content and adds links to official product videos and as applicable also user generated product videos (all together the "Third Party Content") to the online store(s) (the "Store" or "Stores") operated by the Customer. The Third Party Content is hosted and played by YouTube and possible other third party services (each a "Third Party Service"). Syncle for Retailers Service provides the Customer access to the Syncle for Retailers software ("Syncle for Retailers Software") to manage video content linked to its products and upload new content. Further specifications of the scope of the Service shall be specified in the Order Confirmation. Use of the Syncle for Retailers Service is subject to the Customer's continued compliance with the terms and conditions of the Order Confirmation and these Terms.

3.3. Syncle for Brands Service

Syncle for brands service ("Syncle for Brands Service")  provides the Customer access to the Syncle for Brands software ("Syncle for Brands Software") to manage and upload product content content and link video content to relevant products. The uploaded content and linked video content can be distributed to the Customers' and the their resellers' online stores via the Service. Further specifications of the scope of the Service, including the reach of the videos, shall be determined in the Order Confirmation. Use of the Syncle for Brands Service is subject to the Customer's continued compliance with the terms and conditions of the Order Confirmation and these Terms.

4. Confidentiality

Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than those set forth in the Order Confirmation and these Terms.

Regarding the Syncle for Retailers Service, the Customer may not (a) copy, store or temporarily cache the information obtained from the Service, including (i) data describing products and videos (including labels, titles and other information about videos or products), (ii) data about the relationship between products and videos and (iii) URL-links to the videos ((i) - (iii) together "Service Information"); (b) develop, support or use software, scripts, robots or any other means (including crawlers, browser plugins and add-ons or any other technology) to scrape the Service or otherwise copy Service Information; or (c) decompile, disassemble or reverse-engineer or attempt to extract the source code, transmission protocols or data structures of the Service.

If the Customer breaches the provisions (a), (b) or (c) of the previous section of this clause, the Customer shall be obliged to pay to Syncle promptly at the request of Syncle as a contractual penalty an amount equaling the Customer's monthly fee of twelve (12) months for the Service or a minimum of 20,000 € whichever is higher, for each individual breach of any of the obligations under this clause or the higher proven amount to compensate in full for the damage caused to Syncle

The confidentiality obligation shall, however, not be applied to material and information,

(a) which is generally available or otherwise public without any act or omission of the receiving Party; or

(b) which the Party has received from a third party without any obligation of confidentiality; or

(c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or

(d) which a Party has independently developed without using material or information received from the other Party.

Furthermore, the Supplier may (i) provide the Customer's confidential information to its subcontractors in order to fulfil the purpose of the Order Confirmation and the Terms; and (ii) in connection with the Syncley for Retailers Service, provide a brand or other user of the Syncle for Brands Software statistics about the videos that the brand has uploaded to the Syncle for Brands Software via the Syncle for Brands Service or that are displayed through Syncle's Service on the brands' products on the Customer's online store(s) or other website(s).

The rights and responsibilities under this section shall survive the termination or cancellation of the Order Confirmation.

5. Limitation of Liability

The Service is provided to the Customer on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the full extent permitted by law, Syncle disclaims all warranties, express or implied, and expressly disclaims the warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.

Syncle shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any error or omissions in that information. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE ORDER CONFIRMATION AND THESE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, WITHOUT LIMITING THE CUSTOMER'S PAYMENT OBLIGATIONS,  A PARTY'S AGGREGATE MAXIMUM LIABILITY UNDER THE ORDER CONFIRMATION AND THESE TERMS FOR ANY AND ALL EVENTS, ACTIONS AND OMISSIONS OCCURRED DURING EACH CONTRACTUAL YEAR  AND FOR ANY AND ALL DAMAGES AND CLAIMS ARISING OUT OF SUCH EVENTS, ACTIONS AND OMISSIONS SHALL NOT EXCEED THE AMOUNT OF THE PRICES (EXCLUDING VAT) PAID BY THE CUSTOMER TO THE SUPPLIER UNDER THE ORDER CONFIRMATION DURING THAT CONTRACTUAL YEAR. Each Party acknowledges that the other Party has entered into the Order Confirmation relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties. Without limiting the foregoing and except for payment obligations, neither Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such Party, including but not limited to acts of God, strikes and other labor disputes, power failures and interruptions in communications connections.

The above limitation of liability does not apply to gross negligence or intentional breaches, or breaches of confidentiality.

By uploading video content to the Syncle for Retailers Software or to the Syncle for Brands Software, the Customer affirms, represents and warrants that the Customer is the owner of or has all the necessary licenses, rights, consents, releases, and permissions to use the video content in the manner contemplated by this Agreement.

Syncle shall not be responsible or liable for any Third Party Content or Third Party Services. Third Party Content is made available to the Customer subject to the applicable terms and conditions of the Third Party Service. Third Party Content sourced from YouTube is made available pursuant to YouTube Terms of Service (www.youtube.com/t/terms), YouTube API Services and Google Privacy Policy (https://policies.google.com/privacy).

Notwithstanding the above, Syncle warrants that links are added only to Third Party Content or Third Party Services that have been made available on the open internet free of charge and are explicitly allowed to be used on third-party websites.

Syncle warrants that links are added in compliance with the terms and conditions applicable to the Third Party Content and Services and applicable laws, rules and regulations.

The Customer may not, and may not authorize any third party to (a) probe, scan, or test the Service or the systems or networks used in making the Service available; (b) break, intervene or circumvent any technologies Syncle has put in place for security or authentication; or (c) attack or burden the Service or systems or networks used in making the Service available.

6. Changes

The Service is subject to constant development and thus Syncle may make changes to the Service.

In connection with Syncle for Retailers Service, Syncle reserves the right to remove any Third Party Content from the Service, including such content that is claimed to be not suitable for promotional use.

In connection with Synclefor Retailers Service, the Customer reserves the right to block any Third Party Content through the Service from the Store for any reason with immediate effect. Syncle ensures for its part that such blocking is possible at any time.

Upon the expiry of the initial contract term or any contract term thereafter, the pricing for the Service can be updated to the then-current pricing of Syncle. Syncle shall notify the Customer of any updates to the applicable pricing 60 days in advance.

Syncle reserves the right to amend these Terms at any time. Any changes shall become effective upon the expiry of the initial contract term or any contract term thereafter, or in case the term is ongoing, with a notice period determined in the Order Confirmation, and upon the continued access or use of the Service. Syncle will make all reasonable efforts to communicate these changes to the Customer via email or on the Website. In case these amendments will have a material adverse effect on the Customer, Syncle will inform the Customer of the changes no later than two (2) months prior to the implementation of such amendments and before they would become effective. The continued access or use of the Service after the amendments become effective, the Customer agrees to be bound by the amended terms. If the Customer does not agree to the new terms, the Customer may terminate the Order Confirmation prior to them becoming effective, as per the contract term and notice period laid down in the Order Confirmation.

7. Assignment of the Order Confirmation

The Supplier may assign the Order Confirmation without the consent of the Customer to a transferee, when assigning the ownership of the Supplier's business or part thereof, or to its group company, and, for the avoidance of doubt, also in mergers and demergers. The Supplier shall also have the right to assign its receivables subject to the Order Confirmation to a third party. Except for the aforesaid situations, neither Party may assign the Order Confirmation to a third party, without the prior written consent of the other Party.

8. Notices

Notices under the Order Confirmation shall be submitted in written form to the other Party.

9. Personal data

For the avoidance of doubt it is hereby stated that the Parties agree that no processing of personal data (as defined in the EU General Data Protection Regulation, (EU) 2016/679 “GDPR”) is to be performed under the Order Confirmation and these Terms. Should the Parties choose to include services in which one Party is to be considered a Data Processor in relation to the other Party, the Parties hereby undertake to immediately agree upon a separate Data processing agreement (“DPA”) fulfilling the respective duties of Data Processors and Data Controllers set forth in GDPR and/or any other applicable law.

10. Governing Law and Resolutions of Disputes

The Order Confirmation and these Terms shall be exclusively governed by the laws of Finland, excluding its choice of laws provisions. Any dispute, controversy or claim arising out of or relating to the Order Confirmation or these Terms or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. Notwithstanding the above, the Supplier may also take legal actions concerning overdue payments, in any appropriate court of law.