END USER LICENSE AGREEMENT
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, but not sold to you. Subject to the terms and conditions of this EULA, Synology grants you a limited, non-exclusive, non-transferable, personal license to install, run and use one copy of the Software loaded on the Product 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. 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.
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 Updates 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 authorize or permit 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, transfer, 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.
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. Limited Warranty. Synology provides a limited warrant that the Software will substantially conform to Synology's published specifications for the Software if any, or otherwise set forth on the Website, for a period required by your local law. Synology will use commercially reasonable efforts to, in Synology's sole discretion, either correct any such nonconformity in the Software or replace any Software that fails to comply with the foregoing warranty, provided that you give Synology written notice of such noncompliance within the warranty period. The foregoing warranty does not apply to any noncompliance resulting from any: (w) use, reproduction, distribution, or disclosure not in accordance with this EULA; (x) any customization, modification, or other alteration of the Software by anyone other than Synology; (y) combination of the Software with any product, services or other items provided by anyone other than Synology; or (z) your failure to comply with this EULA.
Section 9. Support. During the period specified in Section 8, Synology will make available to you the support services. Following the expiration of the applicable period, Synology does not provide any support services under this EULA. Support services for Software, if any, may be available from Synology upon written request.
Section 10. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND WITH ALL FAULTS. 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, 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.
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. Use of Information. Synology may collect, use, and process personal information that (a) you provide to Synology; (b) Synology collects automatically due to service need; and (c) Synology receives from other sources, during your use of the Software and the Product. 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 16. 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 17. Assignment. You may not transfer or assign your rights under this EULA to any third party. Any such transfer or assignment in violation of the foregoing restriction will be void.
Section 18. 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 19. 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 20. 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 21. 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 22. 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.