Synology SDK License Agreement
This SDK License Agreement, inclusive of all the Exhibit and documents ("Agreement"), is entered into and by between Synology, Inc. ("Synology") and the individual or entity that accesses, installs or uses the licensed software ("You"). The terms also apply to documentation for the application programming interfaces (collectively the "APIs") and any software code provided by Synology in conjunction with such documentation. The software code, documentation, APIs, and other materials made available by Synology are collectively referred to in this Agreement as the "SDK".
Please read this document carefully. This document constitutes a binding legal agreement between You and Synology and contains important information regarding the terms and the duration of the license to the SDK, limitations of our liability, and warranty disclaimers.
You must register for a Synology Account and undergo verification by Synology in order to access the SDK. Synology has sole discretion to decide whether to grant you permission to access the SDK. You represent and warrant that all information provided to Synology is accurate. You are responsible for updating your information and ensuring its accuracy. If you provide inaccurate information, this Agreement may be terminated. BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE SDK, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, ACCESS, OR USE THE SDK.
The SDK is made available by Synology to integrate and enable certain functionality into Your products or applications. This Agreement applies to any SDK provided by Synology, and to any updates, supplements, or support services for the SDK.
1. Grant of License
Subject to the terms and conditions of this Agreement, Synology grants You a non-exclusive, nontransferable, royalty-free license that allows you to: (1) install and utilize the SDK in object code form only to develop programs consisting of compiled code generated using the SDK, or any part thereof, designed to function with the Synology products; (2) reproduced a limited number of copies of the documentation to be used by Your employees for development purposes only; and (3) distribute the SDK in object code form only as a component of the products or applications you develop.
The grant of licenses above is subject to the limitations and conditions outlined below in this section, and by using the SDK, You represent and warrant to Synology that You will at all times comply with these conditions. Synology reserves the right to limit or suspend your access or use of the SDK and/or any Synology products if we have reasonable grounds to believe that You violate the limitations and conditions outlined below or any other material aspects of this Agreement, or accesses or uses the SDK (or any part thereof, including without limitation any embedded components) or any Synology products in a manner that is unlawful, fraudulent, abusive, or that otherwise violates the applicable law, including without limitation those pertaining to the privacy and property rights of others. You understand that by doing so, Synology will not be liable to You or any other person for any inconvenience, losses or damages whatsoever.
(1) You may not modify, decompile, reverse engineer or otherwise tamper with the SDK or any Synology Product made available in relation to the SDK (or any of their underlying technologies, systems, networks or services), in whole or in part, or create any derivative works of them or from them.
(2) You may not copy, sell, distribute, license or sub-license any SDK, in whole or in part, except to the extent necessary for the purpose of this Agreement.
(3) You may not use this SDK (or any part thereof) in ways that disrupt, damage or unauthorizedly access the security, servers, networks, or services of anyone, including without limitation in a manner that would cause excessive messaging, denial of service attacks, spoofing, traffic redirecting, or authorized data monitoring.
(4) You may not engage in any activity with SDK (in whole or in part) that is or could be perceived to be defamatory, discriminatory, harassing, intimidating or threatening, abusive, violent, profane, libelous, harmful or otherwise damaging or unlawful towards anyone.
(5) You shall handle any personal information collected or processed through the use of the SDK in accordance with applicable data protection laws and regulations. You shall implement appropriate technical and organizational measures to ensure the security and confidentiality personal information of end customers.
(6) You shall not use the SDK as a component of any product that carries a license subjecting the SDK to copyleft or "viral" licensing conditions, including, but not limited to licenses like the General Public License (GPL) or Creative Commons Share-Alike license. Additionally, you must avoid using the SDK in a manner that would necessitate Synology to distribute or provide its SDK, any Synology product, service, or other Intellectual Property. You shall refrain from any actions obligating the disclosure of the source code of Synology's SDK or any of its products, services, or Intellectual Property to the public or third-party entities, and you shall not impose any limitation or restriction on Synology's rights, title, or interest in the SDK or other Intellectual Property.
Synology shall not be held liable for any losses, damages, or consequences arising from Your violation of laws, regulations, or agreements, including any infringement upon third-party rights. You acknowledge that you assume full responsibility for any such violations and the resulting outcomes.
3. Ownership of Intellectual Property
The SDK and any authorized copies that You make are the intellectual property of, and all rights therein are owned by Synology. The structure, organization, and code of the SDK are valuable trade secrets and confidential information of Synology. You are required to employ suitable and reasonable safeguards to protect confidential information from unauthorized use and disclosure. The SDK is protected by law, including without limitation the copyright laws of the United States and other countries. You agree to protect Synology's copyright and other ownership interests in all items in the SDK. You agree that all copies of items in the SDK reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as in the SDK. Synology retains all rights, titles, and ownership throughout the world in the intellectual property embodied within the SDK. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the SDK, and all rights not expressly granted are reserved by Synology.
With respect to any technical or other information You provide to Synology (whether oral or written) in connection with the SDK (including but not limited to reporting errors, or making suggestions for improvements or changes to the SDK), You agree that Synology has a perpetual, irrevocable, unrestricted right to use such information for its business purposes, including for product support and development. Synology will not use such information in a form that personally identifies You.
5. Upgrades; End of Life
Synology is not obligated to provide any upgrades or future versions of the SDK. Synology reserves the right to discontinue offering the SDK, or to modify the SDK at any time, in its sole discretion. You understand the modification of SDK may result in the disconnect to the old SDK and You may need to reintegrate with the modification. If You are dissatisfied with any aspect of the SDK at any time, Your sole and exclusive remedy is to cease using the SDK.
(1) Termination for Convenience
The Agreement may be terminated at any time by either party for convenience by giving to the other party at least thirty (30) calendar days' prior written notice. Such termination will be effective as of the date stated in the termination notice. You are allowed to continue utilizing the SDK in alignment with the conditions outlined in this Agreement, exclusively for the aims of, and as necessary for facilitating availability, support, maintenance, and utilization, or permitting the usage of the most recently released product prior to the Agreement's termination. This is permissible until such time that You select to discontinue usage of the SDK at its sole discretion. However, we do not provide any warranties regarding the availability of the SDK. Furthermore, You will no longer have the right to use the SDK to develop, make or integrate to Your products and You shall remain bound by the terms stipulated herein concerning the ongoing access and utilization of the SDK for the purposes mentioned above.
(2) Termination due to Your Breach
Termination due to Your Breach. If Synology terminates this Agreement in accordance with your breach of the Agreement: (i) Synology will promptly deactivate the provided SDK; (ii) You are required to swiftly halt the use of the SDK and all associated Synology Products and destroy all copies of the SDK within Your possession or control, including any and all versions of the SDK contained in all your products or applications; (iii) You must ensure that all users cease usage, uninstallation, and deletion within thirty (30) days from termination; (iv) You must provide Synology with a written certification, signed by an authorized representative, confirming the undertaken above actions within thirty (30) days from termination.
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.
7. EXPORT RESTRICTIONS
THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL UNITED STATES AND INTERNATIONAL EXPORT LAWS AND REGULATIONS, WHICH INCLUDE RESTRICTIONS ON DESTINATIONS, END-USERS AND END USE. You acknowledge and agree that You will not import, export, or re-export, directly or indirectly, the SDK or related information to any country in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, without limitation, the export regulations of the United States, and the import and export restrictions of the various European countries. You further agree to defend, indemnify, and hold harmless Synology, its affiliates, and their respective directors, officers, employees, agents and representatives from any losses, costs, claims, or other liabilities arising out of your breach of this Section.
8. DISCLAIMER OF WARRANTIES
THE SDK IS LICENSED "AS-IS." YOU BEAR THE RISK OF USING IT. Synology DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS OR IMPLIED – INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Synology PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES WITH RESPECT TO YOUR USE OF THE SDK. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE.
9. Limitation of Liability
IN NO EVENT SHALL SYNOLOGY BE LIABLE TO YOU FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. SYNOLOGY'S CUMULATIVE LIABILITY HERENDER SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY YOU TO SYNOLOGY FOR THE SDK.
To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless Synology, its affiliates, and their respective directors, officers, employees, agents and representatives from and against any and all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees), arising out of or allegedly based (in whole or in part) on: (a) Your use of the SDK; (b) any of Your applications using the SDK 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; (c) any violation by You of any applicable law or regulation; or (d) any non-compliance by You with the terms of this Agreement.
11. Applicable Law; Venue
This Agreement shall be governed by the laws of Taiwan without regard to its conflict of law provisions. You and Synology agree to submit to the exclusive jurisdiction of the District Court of Taipei, Taiwan, 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.
12. General Provisions
This Agreement is not assignable or transferable without Synology's prior written consent. Any attempted transfer in violation of this Section is void. A waiver of any default hereunder or of any of the terms and conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement. Captions in this Agreement are for the convenience of the parties only and will not affect the interpretation or construction of this Agreement. In the event any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed from the remainder of this Agreement, and such remainder will remain in force and effect. The parties agree to replace any such invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior and/or simultaneous representations, discussions, negotiations and agreements relating to the SDK, whether written or oral. Synology may update this Agreement from time to time for business, legal, regulatory, or security reasons with or without prior notice. If we materially change the terms and conditions of this Agreement, we will provide you with reasonable advance notice and the opportunity to review the changes. If You disagrees with the terms of the revised Agreement, You may terminate this Agreement in accordance with section 6 above.