Legal

Definitions

1. "C2": Synology Cloud², a cloud service operated by Synology.
2. "C2 Partner": A Partner appointed by Synology under its Synology C2 Partner Program which incorporates C2 Services into their services for their Users.
3. "Data Center": Places where Synology hosts C2 servers and stores Your data. Your data is stored in a data center located in Europe - Frankfurt, North America - Seattle, or APAC - Taiwan depending on Your choice. Synology may add new data centers in the future.
4. "Devices": means any device (e.g., computer, server, or laptop) that is part of Your system or network or that accesses, is managed or tracked by, or is authorized to access, the Service.
5. "Personal Data": 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.
6. "Plan(s)": Different pricing plans for the Services in terms of features, storage size, and cost. A "Free Plan" is a Plan that does not require You to pay to use the Service(s). A "Paid Plan" is a Plan that requires You to pay to use the Service(s) according to each Service Plan's pricing.
7. "Usage Data": Any and all data collected or generated by the Services including but not limited to any information related to Devices, how Users use the Service, network monitoring, and analysis etc. Usage Data does not include Your Content such as public keys, usernames, and passwords etc.
8. "Service(s)": The specific C2 services to which you subscribe through the Plan.
9. "Storage Space": The space provided in our Data Center to which You can store Your Content.
10. "Users" or "You": means You, Your employee or contractor, or other individual or entity, that accesses the Service or is added to the Service by You. "User" includes 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. Any access or use of the Service by any User is considered use or access by User.
11. "Your Content" or "Content": Any information, data, files, links, and other materials which You upload, store, retrieve, or otherwise make available through the Services.

C2 Service

1. Your Limited Right to Use the Services: You are only entitled to use the Services as specified in this Clause in accordance with Your purchased Plan. Synology reserves all rights (including but not limited to intellectual property rights) to C2 and the Services. Unless applicable law gives You more rights despite this limitation, You may use C2 and the Services only as expressly permitted in this Agreement and Your Plan. In doing so, You must comply with any technical limitations in the Services that only allow You to use it in certain manners. You may not:
   1. evade any technical limitations in C2 or the Services by any means;
   2. rent, distribute, license, lease or lend C2 or the Services to any third party without Synology's consent;
   3. reverse engineer, decompile or disassemble any part or whole of C2, except and only to the extent that applicable laws expressly permit, despite this limitation.
2. Your Further Use of Other Data Centers:
   During the term specified in Your Plan, You may choose to purchase another Plan at a Data Center other than the one You have chosen for the same account at C2. For example, if You choose Frankfurt am Main to be the Data Center of Your account in Your first Plan, You may add Seattle as a second Data Center under the same account, provided that You purchase another Plan. If You use C2 Services through Your C2 Partner, please contact the C2 Partner for Your Plan details.
3. Synology will not access, use, read, obtain, or transfer any data You store in the Data Centers unless You request C2 Express Box service or as required under applicable laws or regulations, and even then process only such data as strictly necessary to effectuate the C2 Express Box service.
4. Synology will provide the Services using industry-standard protection techniques.
5. Synology retains the right to make modifications to C2 and the Services and to update the hardware and software required for the implementation of the Services. If such modification requires Your cooperation or compliance for Your use of the Services, Synology will inform You in advance.
6. Synology retains the right to outsource all or part of the Services to its subcontractors. Synology will be responsible for the performance of the subcontractors, if any, and their compliance with Synology's standards and requirements.
7. 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 Services 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 as well as an opportunity to correct any actions that led to Synology's decision.

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 Services. If You do not obtain such consent, You may not use the Services. By using the Services, You agree to the following:
   1. 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. To not use the Services 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 Services to store any data that do not comply with applicable laws, rules, and regulations, or that infringe on the rights of any third party.
   3. To not use the Services to interfere with or disrupt any other networks connected to the Services.
   4. To not use the Services to infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
   5. To not use the Services to engage in activities that may violate the privacy of others.
   6. To not in any other way infringe or damage the rights of Synology or any third party.
   7. To not abuse this product and not 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.
2. You are solely responsible for any third party's use of the Services through Your account at C2. 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 Services or Your violation of the rights of any third party, or out of the injuries or damages caused by Your unlawful use of the Services to any third party, if any.
3. 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.
4. Your C2 Encryption Key ("C2 Key") is for You to access C2 Service. You agree that in the event that You completely forget Your C2 Key, and You fail to recover Your C2 Key by any means available, and none of the emergency contacts You specify can be reached, Your Content will become completely irrecoverable by anyone, including Synology.
5. You are not allowed to transfer any right under this Agreement or any part of the Services granted to You under this Agreement to any third party, without Synology's advance written permission.
6. You understand and 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. Warranties. Synology represents and warrants that, to the best of its knowledge and belief, (i.) Synology, including its affiliates, owns and operates the C2 Services; (ii.) the C2 Services will be provided and perform in conformity with specifications and documentation supplied by Synology to You under normal use and services; (iii.) the C2 Services or their operation do not infringe any patents, copyrights, trademarks, trade secrets, or other third party intellectual property rights; (iv.) the C2 Services meet all applicable technical standards in the related industry; and (v.) the C2 Services sales to You do not in any way constitute violations of any law, statute, or regulation in the local country.
2. Disclaimer of Warranty. Except as expressly provided to the contrary in this Agreement, the Services are 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 C2 PARTNER OR ANY THIRD PARTY WITH REGARDS TO THE C2 SERVICES AND SOFTWARE CONTAINED IN THE SERVICES PROVIDED BY SYNOLOGY HEREUNDER, OR TO ANY SERVICES SOLD BY C2 PARTNER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE FOR MERCHANTABILITY, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY EXCLUDED.
3. Technical Support. Synology shall be responsible for operating the C2 Services, handling of complaints which are solely attributable to Synology C2 Services. Specifically, for those who subscribe to the Paid Plan, Synology C2 provides technical support in regards the C2 Services at Your request in a support ticket.

Term

1. The term of this Agreement shall be the term specified in the Plan You or Your C2 Partner purchases for You.
2. This Agreement will be automatically renewed for the same term of the Plan that You or Your C2 Partner purchase for You upon the expiry day, unless You or Your C2 Partner disables automatic plan renewal

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 Services. You are responsible for: (a.) all Your Content in Your account that You share through the Services and (b.) You shall ensure that You have all the 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 so that Synology may provide You with the Service. In addition, by storing, using or transmitting Your Content, You confirm that You will not violate any law or this Agreement. You agree 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 Services 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: Data Processing Agreement to get further information about our policy on data protection.
3. You agree to the processing of Your Personal Data by Synology in the establishment of Your account at C2 and in the management thereof, and for the rendering of Services 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 Services to You.
4. Synology abides by applicable privacy and data protection laws (including but not limited to GDPR regarding the collection, use, transfer, and retention of data from the European Union and the European Economic Area). 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 Services. If You do not cancel Your subscription, Your subscription will be converted to a paid subscription at the end of the trial period, whereupon You hereby authorize us to charge Your credit card for that specific Service.
2. For Your use of the Services, You shall pay the amount shown on Your C2 console. 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 and the Data Center You choose. The price (applicable taxes excluded) of each Plan is shown when You choose Your Plan on the C2 console. You shall pay the full amount of the price shown on the C2 console without any deduction, offset or withholding of any kind or nature or 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 Services, You must select "Cancel" in the C2 console 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 Services 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 C2 console prior to the expiry date. Synology retains 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 prejudice Your rights under Your chosen Plan.
5. This Clause 7 does not apply to You in the event that You are using C2 Services through Your C2 Partner. The purchase of C2 Services by Your C2 Partner, Your Partner's payment for the Services and related issues shall be subject to the Synology C2 Partner Program Agreement. Your use of the Services and payment thereon to Your C2 Partner shall be governed by the service contract between You and Your C2 Partner.

Liability and Indemnities

1. Synology will 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 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 and arising as a result of any breach by You of this Agreement and the applicable law or regulations.

Measures to Your Breach of this Agreement

1. You shall be considered informed of a breach when Synology notifies You that You have violated the terms of this Agreement. If You breach any provision of this Agreement and fail to remedy the breach within 10 days after Synology's notice or where such breach is not remediable, in addition to the remedies under this Agreement and the applicable law, Synology retains the right to:
   1. terminate Your use of the Services and this Agreement;
   2. remove or suspend the accessibility of Your data via the internet entirely or partially;
   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; and/or
   4. suspend Your connection to the Data Centers where Your Content is stored.

Disclaimer

Except as expressly provided to the contrary in this Agreement, the Services are provided on an "as is" basis without warranties of any kind, either express or implied. Synology and its affiliated companies disclaim all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to this Agreement, the Services, the information, content and all other materials in the website of Synology.

Termination

1. Upon termination of the Services, Your data will be deleted and no refunds will be made to You for the remaining period of the Plan unless required by applicable laws.
2. Clause 11.1 does not apply if You access the Services through a C2 Partner. The termination of the C2 Services You purchased through Your C2 Partner and related refund issues shall be governed by the contract between You and Your C2 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 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 Services 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 a part of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other parts 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 provisions 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 the State of Washington, the United States, 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 competent jurisdiction in the State of Washington, the United States.

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 may differ 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.

1. Within the seven (7) days after the C2 Backup Expiration Date, Your Device or Service will function as usual. On the eighth (8^th) day after the C2 Backup Expiration Date, Your Device or Service will cease backing up Your Content to C2.
2. Your Content will remain available for restoration to Your Device or Service and for download, restore or explore using the recovery portal or restore wizard until twenty-one (21) days after the C2 Backup Expiration Date.
3. From the twenty-second (22^nd) day to the thirtieth (30^th) day after the C2 Backup Expiration Date, all features will be unavailable to You except for making subscription payment, changing Your Plan, and deleting User.
4. If You do not make a payment for Your subscription by the thirtieth (30th) day after the C2 Backup Expiration Date, Services will cease and Synology retains the right to delete Your Content at Synology's sole discretion.

1. On the eighth (8^th) day after the C2 Storage Expiration Date, Hyper Backup on Your Synology NAS will cease backing up Your Content to C2. For Hybrid share, you shall not be allowed to create Hybrid share folders.
2. Your Content will remain available for restoration to Your Synology NAS via Hyper Backup and for download using the C2 Portal until twenty-one (21) days after the C2 Storage Expiration Date. For Hybrid Share, the files in the Hybrid Share folder will remain read-only.
3. From the twenty-second (22^nd) day to the thirtieth (30^th) day after the C2 Storage Expiration Date, all features will be unavailable to You except for making subscription payment, changing Your Plan, and deleting User. If You do not make a payment for your subscription by the thirtieth (30^th) days after the C2 Storage Expiration Date, all backed-up data and Hybrid share data stored on the C2 servers will be deleted.
4. After the thirty (30)-day grace period, Services will cease and Synology retains the right to delete Your Content at Synology's sole discretion.

1. For the first seven (7) days after the C2 Transfer Expiration Date, all features will remain functional.
2. From the eighth (8^th) day to the twenty-first (21^st) day after the C2 Transfer Expiration Date, You will not be able to carry out actions such as create new tasks or upload any of Your Content, etc.; You will only be allowed to download Your Content, make subscription payment, change Your Plan (but not to a Plan lower than the current User counts), and delete Users.
3. From the twenty-second (22^nd) day to the thirtieth (30^th) day after the C2 Transfer Expiration Date, all features will be unavailable to You except for making subscription payment, changing Your Plan, and deleting User.
4. After the thirty (30)-day grace period, Services will cease and Synology retains the right to delete Your Content at Synology's discretion.

Additional Definitions

1. "Administrator" means a person who signs up for the Service on behalf of a User or is authorized by a User via the Service, and that administers the Service on the User's behalf. For purposes of this Agreement an Administrator shall be deemed a User.
2. "Edge Server" means any device (e.g., computer, server, laptop) where C2 Identity Edge Server Agent is installed and which connects to C2 Identity for on-premises authentication.
3. "Sub-Accounts". You are responsible for all acts or omissions of Users, and for all activities that occur under Your account, including all sub-accounts created by or for You.

Your Responsibilities

1. You and each Administrator authorizes Synology and C2 Identity to rely upon communications from any Administrator with respect to the Service, including, but not limited to, instructions to delete or add Users, Devices, and/or accounts as contemplated under the definition of Users above.
2. C2 Identity may disclose Your Content and Usage Data to any Administrator.
3. If an Administrator accepts this Agreement on User's behalf or if User provides its unique User identification information for the Service to an Administrator, C2 Identity may assume that the acceptance of this Agreement or the use of such Identification information by the Administrator means that the Administrator has authority to act on User's behalf with respect to the Service without further notice from User.
4. C2 Identity may, but is not obligated to, confirm any instructions received from an Administrator against C2 Identity's internal processes and/or with User, including employees of User who have administration rights for the Service, prior to taking action based on instructions from an Administrator. C2 Identity will have no liability to User or any other person for any actions C2 Identity takes in reasonable reliance on communications received from an Administrator.
5. To the extent an Administrator accepts this Agreement on behalf of User, such Administrator may use the Service on behalf of such User, provided that (a.) the Administrator has the requisite authority to bind User to this Agreement and act as User's agent in its performance hereunder, and (b.) the Administrator names User as the business entity who registers for the Service and provides C2 Identity with all User information that is necessary for C2 Identity to provide access to the Service. Each Administrator shall represent and warrant to Synology that they have the requisite authorization from the User to enable C2 Identity to rely upon communications from the Administrator with respect to the Service and the User.
6. You represent and warrant that You have the authority to take any and all actions that You take in using the Service, including actions performed on or in connection with any Device or Edge Servers owned or controlled by any User and on which any C2 Identity agent is installed.
7. As between C2 Identity and User, Your Content shall at all times remain the property of User or its licensors. C2 Identity shall have no rights in Your Content other than the limited right to use such Your Content as required for C2 Identity to perform the Service for You in accordance with this Agreement.

1. On the twenty-second (22^nd) day after the C2 Identity Expiration Date, Your subscription will be changed to Free Plan automatically.
2. If the number of Users, Devices, or Edge Servers still exceeds the limitation of the Free Plan, Services will cease. In such event, Your subscription will either be changed to Free Plan or the Services will cease accordingly if You do not purchase a subscription after the expiration day of free trial.
3. Upon termination of the Services, all of Your Content will be deleted and no refunds will be made to You for the remaining period of the Plan unless required by applicable laws. However, if You are using C2 Transfer or C2 Backup Business version, You will not be able to terminate C2 Identity.

1. On the twenty-second (22^nd) day after the C2 Password Expiration Date, Your subscription will be changed to Free Plan automatically.
2. In the event that Your Storage Space content exceeds that of the Free Plan limit resulting from the change of Plan, within the twenty-one (21)-day grace period, your attachments and files will still be available for download or deletion at Your discretion. On the twenty-second (22^nd) day after the C2 Password Expiration Date, Synology retains the right to remove Your attachments and files in Shared Vault.
3. From the twenty-second (22nd) day to the thirtieth (30th) day after the C2 Password Expiration Date, all features will be unavailable to You except for viewing Shared Vault items, making subscription payment, and changing Your Plan.
4. After the thirtieth (30^th) day after the C2 Password Expiration Date, all services for Your C2 Password paid plan will cease, and Synology retains the right to remove Your Content in Shared Vault at Synology's sole discretion to the extent that Your Content in Your Storage Space exceeds the storage limit. Your C2 Password service features will be available once Your attachments and files are within Your Plan's storage limit.