Legal

Definitions

"Agreement" shall have the meaning set forth in the Preamble.

"BeeStation" shall mean a device designed by Synology for you to create your own private cloud to store your data.

"BeeProtect" shall mean a cloud backup service for Synology Bee series product operated by Synology.

"Data Center" shall mean the locations where Synology hosts the Service as defined in the Preamble.

"Paid Plan" shall mean a Plan that requires You to pay to use the Service according to its pricing.

"Partner" shall mean a partner appointed by Synology under its Synology Partner Program which incorporates BeeProtect into their services for their users.

"Service Expiration Date" has the meaning set forth in the Section 5.3.

"Personal Data" shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

"Plan(s)"shall mean different pricing plans for the Service in terms of features, storage size, and cost.

"Service" shall have the meaning set forth in the Preamble.

"Storage Space" shall mean space provided in our Data Center to which You can store Your Content.

"Synology" shall have meaning set forth in the preamble.

"Usage Data" shall mean any and all data collected or generated by the Service including but not limited to any information related to any devices that interact with the Service, how Users and You use the Service, network monitoring, and analysis etc. Usage Data does not include Your Content such as public keys, usernames, and passwords etc.

"Users" shall mean Your employee or contractor, or other individual or entity, that accesses the Service or is added to the Service by You, including any individual or entity for which an email address or other identifier has been added to the Service, even if suspended or not activated for, or active in, any features of the Service.

"You" or "Your" shall have the meaning set forth in the preamble.

"Your Content" or "Content" shall mean any information, data, files, links, and other materials which You upload, store, retrieve, or otherwise make available through the Service.

Rights and Restrictions

1. Your Limited Right to Use the Service

   Synology grants You a limited, non-exclusive, non-transferable right to use the Service as specified in this Agreement in accordance with Your Plan. Synology reserves all rights (including but not limited to intellectual property rights) that are not expressly granted to You. Unless applicable law provides otherwise, You shall use the Service only as expressly permitted in this Agreement and Your Plan. In doing so, You must comply with any technical limitations in the Service that only allow You to use it in certain manners. You agree you shall not:

   1. Attempt to circumvent or bypass any technical limitations or security measures in the Service by any means;
   2. Rent, sublicense, lease, sell, lend, or otherwise provide access to the Service to any third party without proper authorization; or
   3. Reverse engineer, decompile, decrypt, disassemble, or attempt to derive the source code of any part or whole of the Service.

2. Synology’s Rights
   

   1. Synology may access, use, or transfer Your data as necessary to provide the Service, or as required by applicable laws, regulations, or legal processes.
   2. Synology will use commercially reasonable efforts to provide the Service using industry-standard protection techniques.
   3. Synology reserves the right to make modifications to the Service and to update the hardware and software required for the implementation of the Service at any time. If such modification or update requires Your cooperation or compliance for Your use of the Service, Synology will inform You in advance.
   4. Synology reserves the right to outsource all or part of the Service to its subcontractors. Synology will be responsible for the performance of the subcontractors, if any, and their compliance with Synology's standards and requirements.
   5. Synology reserves the right to terminate Your access to the Free Plan at any time in Synology's sole discretion if (a.) there has been no activity within any of the Service for three hundred and sixty-five (365) days; or (b.) Synology no longer provides the Free Plan to all users. When reasonable and as permitted by applicable law, Synology will provide You with notice of this change ten (10) days in advance.

Your Obligations

1. If You are deemed to be a minor in Your country of residence and are not signing this Agreement on behalf of an entity, You shall obtain Your parent's or legal guardian's consent to legally use the Service. If You do not obtain such consent, You shall not use the Service. By using the Service, You agree to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including but not limited to those governing account collection, personal data protection, export control, consumer protection, unfair competition, anti-discrimination or false advertising).
2. You agree not to:
   
   1. Use the Service to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, Trojan horse, worms, or other harmful or destructive components, and to refrain from using the Service to store any data that do not comply with applicable laws, rules, and regulations, or that infringe on the rights of any third party.
   2. Use the Service to interfere with or disrupt any other networks connected to the Service.
   3. Use Service to infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
   4. Use the Service to engage in activities that may violate the privacy of others.
   5. Use the Service in any other way that may infringe or damage the rights of Synology or any third party.
   6. Use the Service to harm, degrade, or negatively affect the operation of networks, devices, or other infrastructure of Synology and any other parties. This includes degrading, disabling, or negatively interfering with any aspect of Synology’s products and services. If aware of system interference or abuse, Synology may take appropriate actions, including but not limited to removing access to some of Synology's products or deactivating your account.
3. If an abnormal usage of the cloud storage space is detected such as utilizing storage space higher than the number of backup versions allowed by the Service, utilizing more storage space than your BeeStation's capacity, backing up data from non-Bee series products or unauthorized third-party systems, or simultaneously backing up from multiple BeeStations to a single storage space, Synology may temporarily suspend your access to the storage space to ensure that the backup activity is indeed from You and not from a malicious third party. Synology may proactively notify You and request that You contact the Synology technical support team for verification.
4. You are solely responsible for any third party's use of the Service through Your account. You shall defend, indemnify and hold harmless Synology, its affiliated companies and their independent contractors, service providers and consultants, and their respective directors, employees, and agents, from and against any actual or threatened suit, demand, claim, or action and any damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of Your unlawful use of the Service or Your violation of the rights of any third party, or out of the injuries or damages caused by Your unlawful use of the Service to any third party, if any.
5. You are solely responsible for maintaining the confidentiality of all usernames and passwords. You agree (a.) not to allow a third party to use its account, usernames, or passwords at any time, except as expressly permitted under this Agreement; and (b.) to notify Synology promptly of any actual or reasonably suspected unauthorized use of Your account, usernames, or passwords, or any other breach or suspected breach of this Agreement of which You become aware.
6. Your BeeProtect end-to-end encryption key is for You to access backup files. This BeeProtect key is an optional setting and only applies if you choose to enable end-to-end encryption from the BeeStation for added security. You agree that in the event that You completely forget Your BeeProtect end-to-end encryption key, and You fail to recover Your key by any means available. Your Content will become completely irrecoverable by anyone, including Synology.
7. You agree that the Service requires periodic email communications from Synology including password resets, notifications, and other critical emails. Further, You understand and agree that without such communication from Synology, You will not be able to receive customer support, maintenance notifications, upgrade announcements, and other critical information to operate the Service.

Synology's Obligations

1. Synology represents and warrants that, to the best of its knowledge, (i.) Synology, including its affiliates, owns and operates the Service; and (ii.) the Service will be provided and perform in conformity with specifications and documentation supplied by Synology to You under normal use.
2. Except as expressly provided to the contrary in this Agreement, the Service is provided on an "as is" basis without warranties of any kind, either express or implied. SYNOLOGY AND ITS AFFILIATED COMPANY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND WHATSOEVER TO YOU AND THE PARTNER OR ANY THIRD PARTY WITH REGARDS TO THE SERVICE AND SOFTWARE CONTAINED IN THE SERVICE PROVIDED BY SYNOLOGY HEREUNDER, OR TO ANY SERVICES SOLD BY PARTNER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE FOR MERCHANTABILITY, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. SYNOLOGY DISCLAIMS LIABILITY FOR ANY LOSS OF DATA, SERVICE INTERRUPTIONS, OR INDIRECT DAMAGES, EXCEPT AS REQUIRED BY LAW.
3. Synology may provide limited technical support for Paid Plan Users at its sole discretion. Synology is not obligated to provide support to free trial Users and may decline support requests without liability.

Term and Subscription Expiration

1. The term of this Agreement shall be the term specified in the Plan that You or Your Partner purchases for You.
2. This Agreement will be automatically renewed for the same term of the Plan that You or Your Partner purchase for You upon the expiry day, unless You or Your Partner disables automatic Plan renewal.
3. After expiration of Your subscription for which You have disabled automatic renewal on the Service portal or in the event that You have failed to make payment for any reason for Your subscription to the Service by the payment expiration date shown in the Service portal (such dates of expiration herein referred to as the "Service Expiration Date"), You will have a thirty (30)-day grace period to make payment for Your subscription, and a storage fee may be incurred for up to seven (7) days and charged to You, subject to the following conditions:
   1. On the eighth (8th) day after the Service Expiration Date, the data protection feature on Your BeeStation will cease to back up Your Content to the Service servers.
   2. Your Content will remain available for restoration to Your Bee Series products via the data recovery feature and for download using the Service portal until twenty-one (21) days after the Service Expiration Date.
   3. From the twenty-second (22nd) day to the thirtieth (30th) day after the Service Expiration Date, all features will be unavailable to You except for making subscription payments, changing Your Plan, and deleting Users. If You do not make a payment for Your subscription by the thirtieth (30th) days after the Service Expiration Date, all backed-up data stored on the Service servers will be deleted.
   4. After the thirty (30)-day grace period, the Service will cease and Synology may delete Your Content at Synology's sole discretion.

Data Protection

1. You retain all the rights to Your Content. All Content uploaded by You into Your account is Yours. Synology does not control, verify, or endorse the Content that You or others upload into the Service. You are responsible for: (a.) all of Your Content in Your account that You share through the Service and (b.) ensuring that You have all necessary rights You need in relation to Your Content. You agree to grant Synology a license to store, retrieve, backup, restore, and otherwise copy Your Content solely for the purpose of providing the Service to You. In addition, by storing, using or transmitting Your Content, You confirm that You will not violate any law or this Agreement. You acknowledge that when You share Your Content, You may be allowing other people to access and use Your Content in any way without further restriction or compensation to You.
2. If You use the Service to store any Personal Data, You are solely responsible for ensuring that such Personal Data is stored in accordance with applicable data protection laws. If Synology notices that any of Your conduct is not in compliance with applicable data protection laws, Synology may, but has no obligation to, inform You accordingly. You may refer to the attachment of this Agreement: the Data Processing Agreement to get further information about our policy on data protection. Synology shall have no liability or responsibility for Your compliance with data protection laws.
3. You agree to the processing of Your Personal Data by Synology in the establishment of Your account for the Service, for the management of Your account, and for the rendering of Service to You. You further agree that Personal Data collected under this Agreement, if any, may be transferred, stored and processed by Synology in Taiwan or by Synology's worldwide affiliates in any other jurisdiction in which the Data Centers are located, for the purpose of rendering the Service to You. For more information about how Synology processes Your Personal Data, please refer to the Synology Privacy Policy.

Purchase and Payment

1. Depending on Your requirements, You may choose a Plan or free trial for Your use of the Service, based on Synology's current offerings. Synology reserves the right, at its sole discretion, to adjust the length and terms of any free trial period. If you start a free trial and cancel Your subscription of the Service before the free trial ends, you cannot reactivate the free trial. If You do not cancel Your subscription, Your subscription will be converted to a paid subscription at the end of the trial period, and You hereby authorize us to charge Your credit card for that specific Service at that time.
2. For Your use of the Service, You shall pay the amount shown on Your Service portal. The credit card You provide will be billed on the date You purchase the Plan. The price for the Services is dictated by the Plan You choose. The price of each Plan is shown when You choose Your Plan on the Service portal. You shall pay the full amount of the price shown on the Service portal without any deduction, offset or withholding for any reason whatsoever.
3. Synology will send a notice to You seven (7) days before the expiry date of Your Plan. If You do not intend to continue to use the Service, You must select "Cancel" in the Service portal before the expiry date of Your Plan or before the end of Your free trial. Your Plan will, in that case, expire on the applicable expiry date.
4. On the expiry date of Your Plan, Your purchase of the Service will be automatically renewed and Your credit card will be re-billed in accordance with the Plan to which You subscribed, unless You selected "Cancel" in the Service portal prior to the expiry date. Synology reserves the right to adjust or change the content of the Plans and will inform You of material changes to the Plans at least thirty (30) days in advance of the effective date of such changes or adjustments. No such change or adjustment will negative affect Your rights under Your Paid Plan during the subscription period.
5. Section 7 does not apply to You in the event that You are using the Service through Your Partner. The purchase of the Service by Your Partner, Your Partner's payment for the Service and related issues shall be subject to the Synology Partner Program Agreement. Your use of the Service and payment thereon to Your Partner shall be governed by the service contract between You and Your Partner.
6. In the event of a payment dispute between You and Synology, we will issue a credit memo for the affected invoice, and Your subscription will enter a grace period until the subscription fees are paid. If Synology determines, at its discretion, that Your account presents a risk of non-payment or potential fraud, Synology reserves the right to terminate Your subscription immediately. Once terminated, Your account will no longer be eligible to subscribe to a Paid Plan of the Service or add a payment method to the Service.

Liability and Indemnities

1. Synology shall not be liable for:
   1. any loss of Your data and/or programs;
   2. any special, indirect or consequential loss or damage, and other pure financial losses that You incur;
   3. any loss of revenue or income, profits, or anticipated savings that You incur;
   4. any loss of production, business, contracts or opportunities that You suffer;
   5. any losses that You incur arising out of an event, or a series of related events, that is outside the reasonable control of Synology, including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars.
2. You shall indemnify Synology against any and all liabilities, damages, losses, costs, and expenses suffered or incurred by Synology arising from any breach by You of this Agreement and applicable law or regulations.

Measures to Your Breach of this Agreement

If You breach any provision of this Agreement or fall within the conditions specified in Section 7.6, in addition to the remedies under this Agreement and the applicable law, Synology reserves the right to:

1. terminate Your use of the Service and this Agreement, including all Synology online services associated with Your account, and to suspend or permanently delete Your account;
2. remove or restrict access to Your data entirely or partially; or
3. deactivate or uninstall any programs, scripts or similar items installed by You that may endanger or impair the operation of the Data Center, the data communications network, or the security and integrity of the data stored on the Data Centers.

Termination

1. Upon termination of the Service, Your data will be deleted and no refunds will be made to You for the remaining period of the Plan unless required by applicable law.
2. Section 11 does not apply if You access the Service through a Partner. The termination of the Service You purchased through Your Partner and related refund issues shall be governed by the contract between You and Your Partner.
3. Synology reserves the right to terminate or suspend any username that Synology reasonably determines to have been used by an unauthorized third party or an individual or entity other than the User to whom such username and password was originally assigned.

Modification

Synology reserves the right to change or modify this Agreement, any Synology policy, and any content contained on the website of the Services at any time. Any changes or modification will be effective immediately upon posting of the revisions, and You will receive notice of material changes or modifications to this Agreement, Synology policies, and website contents. You agree that Your continued use of the Service will confirm Your acceptance of such changes or modifications. You are encouraged to check the content of this Agreement and our website regularly.

Severability

1. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
2. If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Agreement will continue in effect.

Governing Law and Jurisdiction for Resolving Disputes

This Agreement will be governed by and construed in accordance with the laws of Taiwan, without giving effect to any principles of conflicts of law. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the court of New Taipei City, Taiwan.

Language and Interpretation

1. The whole text of this Agreement has been written in English. Any translations of this Agreement are available for Your information only. In cases where the translated text differs from the English text in any way, the English version will prevail.
2. The clause headings do not affect the interpretation of this Agreement.
3. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.