Legal

IMPORTANT! READ CAREFULLY: THIS END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A LEGAL ENTITY) AND SYNOLOGY, INC. ("SYNOLOGY") FOR THE SYNOLOGY SOFTWARE INSTALLED ONTO THE SYNOLOGY PRODUCT PURCHASED BY YOU (THE "PRODUCT"), OR LEGALLY DOWNLOADED FROM WWW.SYNOLOGY.COM OR ANY OTHER CHANNEL PROVIDED BY SYNOLOGY ("SOFTWARE") AND ANY UPGRADES, UPDATES, PATCHES, HOTFIXES, MODULES, ROUTINES, FEATURES ENHANCEMENT AND ADDITIONAL VERSIONS OF THE SOFTWARE THAT REPLACE OR SUPPLEMENT THE ORIGINAL SOFTWARE (COLLECTIVELY "UPDATES"). THE "SOFTWARE" SHALL MEAN COLLECTIVELY THE SOFTWARE PROGRAM AND UPDATES AND ANY COPIES THEREOF.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY USING THE PRODUCTS CONTAINING THE SOFTWARE, AND BY INSTALLING THE SOFTWARE ONTO THE PRODUCTS OR DEVICES CONNECTED TO THE PRODUCTS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE PRODUCTS CONTAINING THE SOFTWARE OR DOWNLOAD THE SOFTWARE FROM WWW.SYNOLOGY.COM OR ANY OTHER CHANNEL PROVIDED BY SYNOLOGY. INSTEAD, YOU MAY RETURN THE PRODUCT TO THE RESELLER WHERE YOU PURCHASED IT FOR A REFUND IN ACCORDANCE WITH THE RESELLER'S APPLICABLE RETURN POLICY.

Section 1. Limited Software License. The software is licensed to you, not sold to you. Subject to and conditioned upon your compliance with all terms and conditions set forth in this EULA, including, where applicable, payment of license fees, Synology hereby grants you a limited, non-exclusive, personal license to: (a) install, run and use one copy of the Software on a single Product t or on your device connected to the Product solely relating to your authorized use of the Product, and for such period specified in a term license, or perpetually if no term is specified; or (b) install, run and use the Software on additional Products beyond a certain threshold, subject to the payment of applicable license fees as determined by Synology's pricing structure. The rights granted herein are limited to Synology's intellectual property rights in the Software and do not include any other third party's intellectual property rights. If you are an individual consumer, this license grant allows you to use the Software in connection with your own personal use. If you are a business entity, this license grant allows you to use the Software in connection with the internal business operations of your entity.

Section 2. Documentation. You may make and use a reasonable number of copies of any documentation provided with the Software; provided that such copies will only be used for internal business purposes and are not to be republished or redistributed (either in hard copy or electronic form) to any third party.

Section 3. Backup. You may make a reasonable number of copies of the Software for backup and archival purposes only.

Section 4. Updates. Any Software provided to you by Synology or made available on the Synology website at www.synology.com ("Website") or any updates provided by Synology is governed by this EULA unless separate license terms are provided with such Software or updates, in which case, such separate terms will govern. This EULA, in and of itself, does not entitle you to any upgrades or updates to the Software at anytime in the future.

Section 5. License Limitations. The license set forth in Sections 1, 2, and 3 applies only to the extent that you have ordered and paid for the Product and states the entirety of your rights with respect to the Software. Except for the license expressly granted in this EULA, Synology reserves all rights, titles, and interests in and to the Software and in all related content, material, copyrights, trade secrets, patents, trademarks, derivative works, and any other intellectual property and proprietary rights. Without limiting the foregoing, you shall not, and you shall not allow any third party to: (a) use the Software for any purpose other than that in connection with the Product; (b) license, distribute, lease, rent, lend, assign or otherwise dispose of the Software; (c) reverse engineer, decompile, disassemble or attempt to discover the source code of or any trade secrets related to the Software, except and only to the extent that such conduct is expressly permitted by applicable law notwithstanding this limitation; (d) adapt, modify, alter, translate or create any derivative works of the Software; (e) remove, alter or obscure any copyright notice or other proprietary rights notice on the Software or Product; or (f) circumvent or attempt to circumvent any methods employed by Synology to control access to the components, features or functions of the Product or Software. Subject to the limitations specified in this EULA, you are not prohibited from providing any services hosted by Synology NAS server to any third party for commercial purposes; (g)use the Software or Documentation in violation of any law, regulation, or rule; or (h)use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.

Section 6. Open Source. The Software may contain components licensed to Synology under the GNU General Public License ("GPL Components"), currently available at www.gnu.org/licenses/gpl.html. The terms of the GPL will control solely with respect to the GPL Components to the extent that this EULA conflicts with the requirements of the GPL with respect to your use of the GPL Components, and, in such event, you agree to be bound by the GPL with respect to your use of such components. THE GPL COMPONENTS ARE PROVIDED BY SYNOLOGY "AS ARE" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE GPL COMPONENTS, SYNOLOGY SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE GPL COMPONENTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 7. Ownership. The Software is a valuable property of Synology and its licensors, protected by copyright and other intellectual property laws and treaties. Synology or its licensors own all rights, titles, and interests in and to the Software, including but not limited to copyright and any other intellectual property rights. Your possession, access, and use of the Software, Updates, and the Product do not transfer any right, title, or interest in or to such copyright and intellectual property rights to you.

Section 8. Support. This EULA entitles you to the support services. through Synology's website for one year following the date you purchase Synology Product. Such support services shall be provided on the terms and conditions set forth in Synology Account Terms of Service. Support services may include Updates. Synology may develop and provide Updates in its sole discretion, and you agree that Synology has no obligation to develop any Updates at all or for particular issues. Synology reserves the right to condition the provision of support services. Synology has no obligation to provide support services: (1) for any copy of Software for which all previously issued Updates have not been installed; (2) if you are in breach under this EULA; (3) if the Software has been modified by anyone other than Synology or without Synology's authorization.

Section 9. Compliance Measures. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 5. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. If you are a business entity, Synology may, in its sole discretion, request any information necessary to verify your compliance with this EULA, such as serial numbers or other relevant data related to your use of the Software. Failure to provide the requested information within the timeframe specified by Synology shall be deemed a material breach of this EULA. In the event any in-compliance is discovered by Synology under Section 9, you shall pay to Synology the retroactive fees for such excess use, obtain and pay for a valid license to bring your use into compliance with this EULA, and compensate Synology for any damages, losses, or costs incurred as a result of such non-compliance. Synology reserves the right, at its sole discretion, to suspend or terminate your access to the Software without prior notice if such non-compliance is not fully cured within the timeframe specified by Synology. Synology's remedies set forth in Section 9 are cumulative and are in addition to, and not in lieu of, all other remedies Synology may have at law or in equity, whether under this EULA or otherwise.

Section 10. Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SYNOLOGY AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND NONINFRINGEMENT, AND DISCLAIM WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE, WITH REGARD TO THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, SYNOLOGY DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES, OR OTHER DEFECTS. SYNOLOGY DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Section 11. Disclaimer of Certain Damages. IN NO EVENT WILL SYNOLOGY OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, INFORMATION, REVENUE, PROFIT, OR BUSINESS) ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS EULA OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY EVEN IF SYNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 12. Limitation of Liability. SYNOLOGY'S AND ITS SUPPLIERS' LIABILITY ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS EULA OR THE SOFTWARE IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT REGARDLESS OF THE AMOUNT OF DAMAGES YOU MAY INCUR AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY. The foregoing disclaimer of warranties, disclaimer of certain damages, and limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states/jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. To the extent that those laws apply to this EULA, the exclusions and limitations set forth above may not apply to you.

Section 13. Indemnification. You, at your expense, shall defend and indemnify Synology against any claim, action, or proceeding brought against Synology which arises from or is in any manner connected with your unauthorized use of the Software or that arises from your breach of any provision of this EULA.

Section 14. Export Restrictions. You acknowledge that the Software and the Product are subject to U.S. export restrictions, as well as the law of the country where they are delivered or used. You agree to comply with all applicable laws and regulations that apply to the Software and the Product, including without limitation the U.S. Export Administration Regulations. Under these laws, the Software and the Product may not be sold, leased, or transferred to embargoed countries, other restricted countries, restricted end-users, or for restricted end-uses. You agree that the Software and the Product will not be used for activities related to weapons of mass destruction, including but not limited to, activities related to the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. You understand that certain functionality of the Software and the Product, such as encryption or authentication, may be subject to import or export restrictions in the event that you transfer the Software and the Product from the country of delivery and you are responsible for complying with applicable restrictions.

Section 15. U.S. Government Rights. Each of the Documentation and the Software is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the U.S. Government or any contractor therefor, Licensee only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government licensees and their contractors.

Section 16. Use of Information. You acknowledge and agree that Synology may collect, use, and process information regarding use of the Software and about the equipment on which the Software is installed and through which the Software is accessed and used. This information may be collected through: (a) information you provide to Synology; (b) information Synology collects automatically due to service need; (c) information Synology collects automatically for compliance verification as described in Section 9; and (d) information Synology receives from other sources during your use of the Software. You agree that Synology may use such information for the purposes of: (1) improving the performance of the Software or developing Updates; and verifying your compliance with the terms of this EULA. Please refer to Synology's Privacy Statement, located at www.synology.com/company/legal/privacy, for information on how Synology collects, uses, and discloses information from you.

Section 17. Termination. Without prejudice to any other rights and without prior notice, Synology may terminate this EULA if you do not abide by the terms and conditions contained herein, or Synology does not receive your payment of any fees applicable to the Software or to any device in which the Software may be loaded. In addition, Synology may terminate any license to the Software if it is distributed for free, at any time in its sole discretion. In such event, all licenses granted hereunder shall automatically terminate and you must cease use of the Software and destroy all copies of the Software and all of its component parts.

Section 18. Assignment. You shall not transfer or assign your rights under this EULA to any third party. Any such transfer or assignment in violation of the foregoing restriction is void.

Section 19. Applicable Law. Unless expressly prohibited by local law, this EULA is governed by and construed in accordance with the laws of the country, in accordance with which Synology Inc. was organized without regard to any conflict of law principles to the contrary.

Section 20. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this EULA will be resolved exclusively and finally by arbitration conducted by three neutral arbitrators in accordance with the procedures of the Arbitration Law and related enforcement rules of the country in which Synology Inc. was organized. In such cases, the arbitration will be limited solely to the dispute between you and Synology. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class-action basis. The arbitration shall take place in Taipei and the arbitration proceedings shall be conducted in English or, if both parties so agree, in Mandarin Chinese. The arbitration award shall be final and binding on the parties and may be enforced in any court having jurisdiction. You understand that, in the absence of this provision, you would have had a right to litigate any such dispute, controversy, or claim in a court, including the right to litigate claims on a class-wide or class-action basis, and you expressly and knowingly waive those rights and agrees to resolve any disputes through binding arbitration in accordance with the provisions of this Section 19. Nothing in this Section shall be deemed to prohibit or restrict Synology from seeking injunctive relief or seeking such other rights and remedies as it may have at law or equity for any actual or threatened breach of any provision of this EULA relating to Synology's intellectual property rights.

Section 21. Attorneys' Fees. In any arbitration, mediation, or other legal action or proceeding to enforce rights or remedies under this EULA, the prevailing party will be entitled to recover, in addition to any other relief to which it may be entitled, costs and reasonable attorneys' fees.

Section 22. Severability. If any provision of this EULA is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this EULA will remain in full force and effect.

Section 23. Entire Agreement. This EULA sets forth the entire agreement of Synology and you with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral. No amendment, modification, or waiver of any of the provisions of this EULA will be valid unless set forth in a written instrument agreed by the party to be bound thereby.