SYNOLOGY PACKAGE CENTER DEVELOPER DISTRIBUTION AGREEMENT
This agreement ("Agreement") includes the Exhibits and all documents expressly referenced herein and describes the relationship between You and Synology, and forms a legal binding contract between You and Synology in relation to Your use of Synology Package Center to distribute Products. By agreeing to this Agreement, You represent and warrant to us that You have the authority to accept this Agreement, both individually and on behalf of any entity you represent. You and the entity, if applicable, agree to be bound by its terms upon sending the Application Form.
Unless otherwise defined herein, the capitalized terms in this Agreement have the same meanings given to them therein. For purposes of this Agreement, in addition to the definitions set forth elsewhere herein, the following terms shall have the following respective meanings:
1.1 Application Form: an online form made available by Synology for developers to submit product information to Synology.
1.2 Synology: Synology Inc.
1.3 Device: Any Synology device that can access the Package Center, as defined herein.
1.4 Products: Software, content, digital materials, and other items and services as made available by Developers via the Package Center for free or for sales.
1.5 Package Center: A Synology-branded platform operated by Synology, through which Developers can distribute Products directly to users of Devices.
1.6 Developer or You: Any person or company who is verified and approved by Synology to distribute Products in accordance with the terms of this Agreement.
1.7 Certification: The process specified by Synology for determining the compliance of a Product with the Certification Requirements. A Product is "certified" when Synology confirms that the Product has successfully completed Certification.
1.8 Certification Requirements: The technical, functional, content, and other requirements as specified in the Synology DSM Developer Guide for Products offered through the Package Center.
1.9 User: The user of the Device.
1.10 Product Information: The information about Products includes, but is not limited to, the Product's title, version number, language, functions, representation and warrant (if any), support and maintenance information, and any copyright or other intellectual property rights notices, for the Product to function on User Devices.
2. Synology Package Center Developer Program Policies
2.1 In order to use the Package Center to distribute Products, You must first agree to this Agreement before you submit your products to Synology for Certification and undertake that your products will comply with the Synology Package Center Developer Program Policies as Exhibit A. You may not distribute any Products on the Package Center if you do not accept this Agreement.
2.2 You represent and warrant that you have full legal authority to bind your employer or other entity to this Agreement, if you are agreeing to be bound by this Agreement on behalf of your employer or such entity.
2.3 Only the Developers agree this Agreement may use the Package Center to distribute Products. This Agreement will automatically terminate in the event that you are (a) a Developer in breach of this Agreement, (b) a person or entity barred from using DSM software under the laws of the Republic of China (Taiwan) or other countries including those in which you are resident or you use the Synology software, (c) not a Developer defined in Section 1.6, or (d) found to provide inaccurate information to Synology, either within the Application Form or during the Certification.
3. Type of Distribution
3.1 You are allowed to assign the Products to be distributed in the Package Center for free. Synology will not charge You any fee for your distribution of free Products in the Package Center. You may not collect any charges from Users for copies of the Products that those Users were initially allowed to download for free.
3.2 You may choose to charge fees for the Products distributed in the Package Center. If you decides to charge Users a fee for any of your Products, you need to make your own payment system in your product. All terms and conditions stated in Section 4 shall apply to your Product distribution for sales.
3.3 Synology may charge You a fee for your distribution of Paid Products in the Package Center at its sole discretion. In the event that You do not agree with this fee, Synology retains the right to take down Your Products from the Package Center.
4. Appointment of Agent
4.1 Synology's role is to provide the Package Center and You appoint Synology to act as Your agent for the delivery of the Products to Users. You hereby acknowledge that You are the distributor of your Products and that Synology will make the Products available for download by Users through Package Center for You and on Your behalf.
4.2 In furtherance of Synology's appointment under Section 4.1, You hereby authorize Synology to allow Users to access and re-access copies of the Products, so that Users may acquire and electronically download those Products distributed by You, Product Information, and associated metadata through Package Center.
4.3 The price designated by You, in Your sole discretion, can be calculated according to the purchase amount of the Products/or the function contained therein. It can also be calculated according to the number of period units (a specific period as a unit). If you adopt the latter, the Product will be provided to the User continually until the end of the period purchased by the User.
5. Your Sole Responsibility for Support to Product
5.1 You will be solely responsible for product warranty, support and maintenance of Your Products and any complaints about Your Products. The detailed information thereon and Your contact information will be submitted to Synology for Certification and displayed in each product's detail page and made available to Users.
5.2 You are solely responsible for, and Synology has no responsibility to You for any subsequent actions, including but not limited to discontinuing service to Users, once the service of Your Product is expired or You terminate Your Products.
5.3 You shall be solely responsible for, and Synology shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Products and/or the use of those Products by any User, including, but not limited to: (i) claims of breach of warranty, whether specified in Your end user license agreement or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Products and/or the User's possession or use of those Products infringes the copyright or other intellectual property rights of any third party.
6. Your Use of the Package Center
6.1 Except for the license rights granted by You in this Agreement, Synology obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any of Products, including any intellectual property rights which subsist in those Products.
6.2 The purpose for Your use of the Package Center shall be permitted by (a) this Agreement, (b) applicable rules, guidelines or requirements specified by Synology and (c) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
6.3 For Your use of the Package Center to distribute Products, You must comply with Synology's Privacy Statement and any statutory requirements in the relevant jurisdictions to protect the privacy and legal rights of Users. If the Users provide You with, or Your Product accesses or uses, User names, passwords, or other login information or personal information, You must make the Users aware that the information will be available to Your Product, and You must provide legally adequate privacy notice and protection for those Users. Further, Your Product may only use that information for the limited purposes for which the User has given You permission to do so. If Your Product stores personal or sensitive information provided by Users, it must do so securely and only for as long as it is needed. But if the User has opted into a separate agreement with You that allows You or Your Product to store or use personal or sensitive information directly related to Your Product (not including other products or applications), then the terms of that separate agreement will govern Your use of such information.
6.4 You will not engage in any activity with the Package Center, including the development or distribution of Products, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Synology Users, Synology, and any Internet Service Provider. You may not use customer information obtained from the Package Center to sell or distribute Products outside of the Package Center.
6.5 You shall not use the Package Center to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the Package Center.
6.6 No matter whether You charge any fee or not for distribution of the Products in the Package Center, You must submit to Synology the Product that you wish to make available in Package Center, and accurately provide, in a format as specified in the Certification Requirements, the Product's Information, in addition to the user interface and Your end user license agreement, if any, in which the rights to be granted by You and the relevant restriction to the user must be contained.
6.7 Within a reasonable period of time after You submit Your Product and Product Information to Synology, Synology has the sole right to evaluate them to determine whether the Product complies with the Certification Requirements and this Agreement. Products and Products Information that do not meet Certification Requirement and this Agreement will not be published in the Package Center. Synology may notify You, at its discretion, to rectify the Product or Product Information within a specified period. You may make modifications and resubmit for the certification process at Your sole discretion. You acknowledge that Synology does not warrant that Your Products will become certified after Your re-submission. You agree to cooperate with Synology in this certification process. After Your Product become available in the Package Center, Synology may also evaluate the submission of the new version of Your Products to verify that the Products still comply with this Agreement and Certification Requirements.
6.8 Provided that the submitted Product meets Certification Requirements and this Agreement, Synology will upload the Product and Product Information onto the Package Center for distribution.
6.9 You are solely responsible for the content of your Product distributed through the Package Center, and Synology shall not be held accountable to you or any third party for such content. You also accept liability for any consequences arising from your actions and the Product, including any potential loss or damage that may be sustained by Synology as a direct or indirect result of your actions and the Product.
6.10 You are solely responsible for any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable laws or regulations. Synology assumes no liability to You or any third party for such breaches. You accept full accountability for the consequences of any such breach, including any loss or damage that Synology or a third party may incur as a result.
7. License Granted by You
7.1 You grant Synology a nonexclusive, worldwide, and royalty-free license to copy, perform, display, reproduce, analyze and to use the Products for (a) administrative, demonstration marketing and promotional purposes in connection with the operation of the Package Center and using the Products to make improvements to the Synology platform; (b) make copies of, format, public transport and otherwise prepare the Products for acquisition and download by Users; (c) checking for compliance with this Agreement, the Developer Program Policies and Synology's Privacy Statement; (d) use trademarks and logos associated with the Products, for promotional purposes in marketing materials and gift cards, excluding those portions of the Products, trademarks or logos, or Products information which You notify Synology that do not have the right to use for promotional purposes; and (e) otherwise use the Products, Products information, screen shots and excerpts of the Products and associated metadata as may be reasonably necessary in the marketing and delivery of the Products and in connection with the operation of the Package Center.
7.2 Synology may use other contractors in connection with the performance of obligations and exercise of rights under this agreement. Synology also may retain a copy of the Product, modify, revise and use such a copy, if necessary, for the purpose of supporting the Package Center and the Synology platforms merely, even after the termination of this Agreement.
7.3 You grant the User a non-exclusive and perpetual license or subscription based license to perform, display, and use the Product on the Device. If you choose, you may include a separate end user license agreement (EULA) in your Product that will govern the User's rights to the Product. You acknowledge that the EULA for each of the Products is solely between You and the user. Synology will not be responsible for, and will not have any liability whatsoever under, any EULA.
8. Brand Names and Publicity
8.1 "Brand Names" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand names of each party, respectively, as owned (or licensed) by such party from time to time.
8.2 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Names. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Names of the other party.
8.3 Subject to the terms and conditions of this Agreement, Developer grants to Synology and its affiliates a limited, non-exclusive, royalty-free license during the term of this Agreement to display Developer Brand Names, submitted by Developer to Synology, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer's Product through the Package Center, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Products on the Package Center, Synology will cease use of the discontinued Products' Brand Names pursuant to this Section 8.2. Nothing in this Agreement gives Developer a right to use any of Synology's trade names, trademarks, service marks, logos, domain names, or other distinctive brand Names.
9. Product Takedowns
9.1 Takedowns by You. You may request Synology to remove Your Products from future distribution via the Package Center at any time, but you must comply with this Agreement for any Products distributed through the Package Center and the process required by Synology. Removing your Products from future distribution via the Package Center does not (a) affect the license rights of Users who have previously downloaded Your Products, (b) remove your Products from Devices or from any part of the Package Center where previously downloaded applications are stored on behalf of Users, or (c) change Your obligation to deliver or support Products or services that have been previously downloaded by Users. Synology may keep Your Product and deliver it to the User for the purpose of continually performing Your obligations under this Agreement, such as in the circumstance the User entitled to do so before the end of the purchased period as specified in Section 4.3. Notwithstanding the foregoing provisions, Synology will not maintain any portion of the Product that You have requested to remove from the Package Center and provided written notice to Synology that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such Product does not comply with applicable laws.
9.2 Takedowns by Synology. Synology may remove the Product from the Package Center, or to suspend and/or bar any Developer from the Package Center for any reason at its sole discretion.
Synology enters into distribution agreements with device manufacturers and Internet Service Providers to place the software client application for the Package Center on Devices. These distribution agreements may require the involuntary removal of Products in violation of the Device manufacturer's or Internet Service Provider's terms of service. You agree that Synology may remove the Products accordingly without notice to You.
10. Information Collection
10.1 Synology may collect certain usage statistics from the Package Center and Devices, including but not limited to, information on how the Package Center and Devices are being used for the purpose of continually innovating and improving the Package Center.
10.2 The information collected will be examined in the aggregate to improve the Package Center for Users and Developers and will be maintained in accordance with Synology's Privacy Statement. To ensure the improvement of Products, limited aggregate information may be available to You upon written request.
11. Termination of this Agreement
11.1 Either Party may terminate this Agreement, if a thirty (30) days prior written notice (unless this Agreement terminates under Section 11.2) was provided to other Party.
11.2 Synology may at any time, terminate this Agreement with effect immediately, if: (a) any of the termination events occurred in Section 2.3; or (b) Synology is required to do so by law; or (c) You cease being an authorized Developer; or (d) Synology decides to no longer provide the Package Center.
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PACKAGE CENTER IS AT YOUR SOLE RISK AND THAT THE PACKAGE CENTER IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
12.2 YOUR USE OF THE PACKAGE CENTER AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PACKAGE CENTER IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
12.3 SYNOLOGY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE OBTAINED BY DEVELOPERS IN CONNECTION WITH THE USE OF THE PACKAGE CENTER.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SYNOLOGY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT SYNOLOGY, ITS REPRESENTATIVES, OR AGENTS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14. Representations and Warranties
14.1 You represent and warrant that You have all intellectual property rights, including all necessary patents, trademarks, trade secrets, copyrights, and entitlement to monetize your Product(s) autonomously, or other proprietary rights, in and to the Product. If You use third party materials, You represent and warrant that you have the right to distribute the third party material in the Product. You agree that You will not submit material to Package Center that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including patent, privacy, and publicity rights unless You are the owner of such rights or have permission from their rightful owner to submit the material.
14.2 You affirm and assure that all information furnished to Synology or users in conjunction with this Agreement or your Products will remain current, accurate, truthful, substantiated, and comprehensive.
To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Synology, its affiliates and their respective directors, officers, employees and agents, and Internet Service Providers from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or accruing from (a) Your use of the Package Center in violation of this Agreement, and (b) Your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) You or Your Product(s)' violation of any law.
16. Changes to the Agreement
Synology may make changes to this Agreement at any time by sending the Developer who has distributed the Product in the Package Center notice by email describing the modifications made. The changes will become effective, and will be deemed accepted by the Developer, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing Developers, the modified Agreement will become effective upon the Developer's continued use of Package Center for distribution (except changes required by law which will be effective immediately). In the event that the Developer does not agree with the modifications to the Agreement, the Developer shall provide written notice within seven (7) days after the date the email is sent. Synology will assist in taking down Products upon receiving the written notice.
17.1 This Agreement constitutes the whole legal agreement between You and Synology and governs your use of the Package Center, and completely replaces any prior agreements or understanding between You and Synology in relation to the Package Center.
17.2 You agree that if Synology does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Synology has the benefit of under any applicable law), this will not be taken to be a formal waiver of Synology's rights and that those rights or remedies will still be available to Synology.
17.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
17.4 You acknowledge and agree that either subsidiary of Synology shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.
17.5 EXPORT RESTRICTIONS. PRODUCTS ON THE PACKAGE CENTER MAY BE SUBJECT TO EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.
17.6 The rights granted in this Agreement may not be assigned or transferred by either You or Synology without the prior written approval of the other party. Neither You nor Synology shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.
17.7 This Agreement, and your relationship with Synology under this Agreement, shall be governed by the laws of the Republic of China (Taiwan) without regard to its conflict of laws provisions. You and Synology agree to submit to the exclusive jurisdiction of the courts located at Taipei City of Taiwan, Republic of China to resolve any legal matter arising from this Agreement. Notwithstanding this, You agree that Synology shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
17.8 Notwithstanding any such termination, the sections of this Agreement that, by their inherent nature, are intended to survive the termination will continue in force and effect beyond the termination of this Agreement.
Synology Package Center Developer Program Policies
The policies listed below play an important role in maintaining a positive experience for everyone using Package Center. Anyone using Package Center must comply with the policies.
Content Policies: Developers shall not display (via text, images, video or other media), or otherwise make available applications or links to, including any ads it shows to users and shall not make any user-generated content it hosts or links to: Sexually Explicit Material. We do not allow any content that contains nudity, graphic sex acts, or sexually explicit material. Synology has a zero-tolerance policy against child pornography. If we become aware of content with child pornography, we will report it to the appropriate authorities and delete the application of those involved with the distribution.
Violence and Bullying: Depictions of gratuitous violence are not allowed. applications shall not contain materials that threaten, harass or bully other users.
Hate Speech: We do not allow the promotion of hatred and discrimination toward groups of people based on their race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity.
Impersonation or Deceptive Behavior: Don't pretend to be someone else, and don't represent that your app is authorized by or produced by another company or organization if that is not the case. Products or the ads they contain also must not mimic functionality or warnings from a user's operating system or other applications. Developers shall not divert users or provide links to any other site that mimics Synology or passes itself off as Synology.
Personal and Confidential Information: We do not allow unauthorized publishing of people's personal and confidential information, such as credit card numbers, Social Security numbers, driver's and other license numbers, or any other information that is not publicly accessible.
Intellectual Property: Don't infringe on the intellectual property rights of others, including patent, trademark, trade secret, copyright, and other proprietary rights. We will respond to clear notices of alleged copyright infringement.
Illegal Activities: We do not allow any unlawful or illegal activity, nor to develop any Products which will facilitate the commission of a crime or other unlawful or illegal act.
Gambling: We do not allow content or services that facilitate online gambling, including but not limited to, online casinos, sports betting and lotteries.
Malicious Products: Don't transmit viruses, worms, defects, Trojan horses, malware, or any other items of that may harm user devices or personal data. We do not allow content that harms or interferes with the operation of the networks, servers, or other infrastructure of Synology or any third party. Spyware, malicious scripts and password phishing scams are also prohibited on Synology.
Network Usage and Terms
Applications must not create unpredictable network usage that has an adverse impact on a user's service charges or an Internet Service Provider. Applications also may not knowingly violate an Internet Service Provider term of service for allowed usage or any Synology terms of service.
Spam and Placement in the Package Center
Developers are important partners in maintaining a great user experience in Synology Package Center.
Product descriptions should not be misleading or loaded with keywords in an attempt to manipulate ranking or relevancy in the store's search results.
Do not post an app where the primary functionality is to link to the website or the webview of a website not owned by you (unless you have permission from the website owner to do so).
In the event that your application is removed by Synology, you will receive an email notification to that effect. If you have any questions or concerns regarding a removal, you may contact us.