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

Last updated:
November 27, 2025

Terms of service

1. Scope of Terms; Parties

1.1 These Terms apply to Order Confirmation(s) (defined below) on the provision of the service ("Service") as described in Clause 3 by Syncle Oy (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".

1.2 “Agreement” means, collectively, any Order Confirmation(s) and these Terms entered into by the Parties, and any attachments and amendments thereto.

1.3 "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.

1.4 In the event of any conflict or inconsistency between the terms and conditions, the following order of precedence applies: 

  • 1: Order Confirmation
  • 2: these Terms
  • 3: other attachments in descending order

2. Background

The Order Confirmation (including these Terms) sets out the terms and conditions that govern the Customer's use of the Service.

3. Service

3.1 Syncle’s service consists of Syncle’s product content platform (“Platform”) and additional solutions (“Additional Solutions”). The Platform and the Additional Solutions are jointly referred to as the “Service”.

3.2 The scope of Syncle’s Service for a Customer is defined in the Order Confirmation. The Service is subject to constant development and thus Syncle may make changes to the Service. 

3.3 Syncle’s Service provides the Customer access to the Platform to manage and upload video and other product content and link the content to relevant products. The uploaded content can be distributed to the Customers' resellers and other third parties via the Service.

3.4 In addition to content uploaded by the Customer, the Service gives access to shared brand content and as applicable, adds links to official product videos and 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"). 

3.5 Further specifications of the scope of the Service shall be determined in the Order Confirmation between Syncle and the Customer. Use of the Service is subject to the Customer's continued compliance with the terms and conditions of the Agreement.

4. Payment terms

4.1 Invoicing 

4.1.1 Syncle shall charge the Customer a service fee (“Service Fee”) for the use of the Service as specified in the Order Confirmation. 

4.1.2 Unless otherwise agreed in the Order Confirmation, the Service Fee shall be invoiced annually in advance. The first invoicing period shall begin on the Start Date defined in the Order Confirmation.

4.2 Payment Term

4.2.1 The payment term is 14 days net, unless Customer is paying by credit card, or otherwise is agreed in the applicable Order Confirmation. When paying with a credit card, the invoice amount shall be charged immediately from the card.

4.2.2 If the payment of the Service Fee is delayed, the Customer shall pay annual interest on the delayed amount at a rate that is eight (8) percentage points higher than the prevailing reference rate determined by the European Central Bank. Syncle shall also be entitled to charge the Customer reasonable debt collection fees.

4.3 Taxes

All Fees are exclusive of VAT or other taxes. Syncle shall add any applicable VAT to the invoice according to applicable regulations.

5. Service fee

5.1 Annual increase

The Service Fee will automatically increase by 8.5% annually on each anniversary of the Start Date without prior notice.

5.2 Service Fee Adjustments

5.2.1 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 two (2) months in advance.

5.2.2 The Parties acknowledge that the pricing for the Service reflects the amount of certain components (e.g. amount of products and traffic, as applicable) and Syncle reserves the right to adjust the pricing for the Service if there are any changes to these components. Syncle shall notify the Customer of any updates to the applicable pricing two (2) months in advance and the updated pricing shall be applied as of the start of the next contract term.

5.2.3 Syncle may apply reasonable limits on account-level AI or token-based usage (“AI Consumption”). If the Customer’s AI Consumption exceeds such limits, Syncle may restrict access to the relevant features, adjust available capacity, or charge additional fees in accordance with Syncle’s then-current pricing. Syncle may update such limits from time to time, and any changes shall take effect upon reasonable notice to the Customer.

6. Publicity and Reference Rights

6.1 Unless otherwise agreed in the Order Confirmation, Syncle may use the Customer’s general information (such as the name and/or logo) in its marketing of the Service and display the Customer’s general information on its website pursuant to good business practices and reasonable guidelines submitted by the Customer from time to time.

6.2 The Customer may also present itself in public as a user of the Service pursuant to good business practices and reasonable guidelines submitted by Syncle from time to time. 

7. Term and Termination

7.1 Contract Term

The Agreement shall enter into force as of the Start Date and remain in force until further notice, with an initial contract term defined in the Order Confirmation. 

7.2 Automatic Renewal

Unless otherwise agreed in the Order Confirmation, the Agreement shall automatically continue for successive contract terms of the same length as the initial contract term until the Agreement is terminated.

7.3 Ordinary Termination

Unless otherwise agreed in the Order Confirmation, either Party may terminate the Agreement by providing a written notice at least thirty (30) days before the end of the ongoing contract term, and such termination shall become effective at the end of that contract term.

8. Use of the Service

8.1 Permitted use of the Service

8.1.1 Permitted Use

8.1.1.1 The Service may be used solely for uploading, managing, transforming, and sharing product-related information and materials, such as product videos, product images, product specifications and other product information (“Product Content”).

8.1.12 The Customer shall not upload, process, or distribute through the Service any data or content that is unlawful, inappropriate, sensitive, confidential, or unrelated to the Customer’s products or product information.

8.1.2 Customer Responsibility for Uploaded Content

8.1.2.1 By uploading Product Content to the Service, 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 Product Content in the manner contemplated by the Agreement. 

8.1.2.2 The Customer is solely responsible for all content, data, files, and materials uploaded to or processed through the Service (“Customer Content”).

8.1.2.3 Syncle shall not be responsible for any Customer Content uploaded in violation of this Agreement. Syncle may delete such data without notice.

8.1.3 Verification Obligation

The Customer is solely responsible for verifying the correctness, accuracy, and completeness of all Customer Content and any transformed output produced by the Service (“Transformed Data”) before using it for internal purposes or distributing it to third parties.

8.1.4 Indemnification

The Customer shall indemnify and hold Syncle harmless against all damages, losses, liabilities, claims, and expenses arising from Customer Content or the Customer’s use of the Service in violation of this Agreement.

8.2 Prohibited use of the Service

8.2.1 Prohibited actions

8.2.1.1 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.

8.2.1.2. The Customer may not (a) copy, store or temporarily cache the information obtained from the Service, including (i) data describing products and videos or other product content (including labels, titles and other information about products, videos or other product content), (ii) data about the relationship between products and videos or other product content 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.

8.2.2 Contractual Penalty for Misuse

If the Customer breaches the provisions (a), (b) or (c) of the previous clause 8.2.1.2, 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.

9. Confidentiality

9.1 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 Agreement.

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

  1. which is generally available or otherwise public without any act or omission of the receiving Party; or 
  2. which the Party has received from a third party without any obligation of confidentiality; or
  3. 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
  4. which a Party has independently developed without using material or information received from the other Party.

9.3 Specific information shall not be considered public or already known by the receiving Party merely because it is included within a more general disclosure, or because it could be assembled from a combination of disclosures available to the public or already in the receiving Party’s possession, unless that particular combination and the value or advantage it provides are themselves in the receiving Party’s possession or publicly available.

9.4 Furthermore, the Supplier may (i) provide the Customer's confidential information to its subcontractors in order to fulfil the purpose of the Agreement; and (ii) provide a brand or other user of the Service statistics about the videos that the brand has uploaded to the Platform or that are displayed through Syncle's Service on the brands' products on the Customer's online store(s) or other website(s).

9.5 The rights and responsibilities under this section shall survive the termination or cancellation of the Agreement.

10. Limitation of Liability

10.1 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.

10.2 Syncle shall not be responsible or liable for the accuracy, completeness, correctness, usefulness, suitability 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. 

10.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT 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 AGREEMENT 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 AGREEMENT DURING THAT CONTRACTUAL YEAR.

10.4 For the avoidance of doubt, Syncle shall not be liable for any damages, losses, or claims arising from (a) Customer Content, (b) the processing, transformation, or use of Customer Content through the Service or (c) the Customer’s or any third party’s reliance on Transformed Data, and Syncle shall have no liability arising from errors, inaccuracies, or omissions in Customer Content or Transformed Data or financial loss, lost revenue or lost profit caused by reliance on Customer Content or Transformed Data. 

10.5 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, YouTube API Services and Google Privacy Policy.

10.6 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.

10.7 Each Party acknowledges that the other Party has entered into the Agreement 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 strikes and other labor disputes, power failures and interruptions in communications connections.

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

11. Changes

11.1 Changes to Service

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

11.1.2 If Third-Party Content is provided as part of the Service: (a) 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; and (b) 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.

11.2 Changes to Terms

11.2.1 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 contract is in force until further notice, 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 Syncle’s website. 

11.2.2 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 the amendments would become effective. 

11.2.3 Upon 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 Agreement prior to them becoming effective, as per the contract term and notice period laid down in the Agreement.

12. Assignment of the Agreement

The Supplier may assign the Agreement 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 Agreement to a third party. Except for the aforesaid situations, neither Party may assign the Agreement to a third party, without the prior written consent of the other Party.

13. Notices

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

14. 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 Agreement. 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.

15. Governing law and Resolutions of Disputes

The Agreement shall be exclusively governed by the laws of Finland, excluding its choice of law provisions. Any dispute, controversy or claim arising out of or relating to the Agreement 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.