Legal

This translation is for informational purposes only. In case of deviations, the English version is valid.

1. Synology Partner Program Policies

   1. Only a Partner appointed by Synology and subject to this Agreement may incorporate C2 Services and Active Insight Service into its services which it intends to provide to its customers ("Your Services"). In order to be an appointed Partner, you must: (a) submit a complete and accurate application to Synology; (b) maintain and keep your registration profile up to date; and (c) undertake to comply with all the terms and conditions of this Agreement.
   2. You represent and warrant that you have been given full legal authority to enter into and execute this Agreement on behalf of the party for whom it is indicated you have signed, and further that you have been expressly given authority to enter into a binding agreement on behalf of such party with respect to the matters contained herein and as stated herein. If you do not have such full authority, you may not accept this Agreement or submit the application.

2. Partner's Rights and Interests

   1. You are hereby appointed as a non-exclusive Partner and may purchase C2 Services and Active Insight Service (collectively as the "Services") and incorporate them into Your Services.
   2. You may access and use the Partner Portal (the "Partner Portal") designed by Synology to manage all your customers' C2 accounts and Active insight accounts (collectively as "Services Accounts") and consolidate their payments for the Services.
   3. You may access and use C2 Services Portal and Active insight Service Portal (the "Services Portal") to manage your customers' services subscriptions and data as an administrator (the "Services Management") under your customers' consent and authorization according to Section 6.1.
   4. You may also purchase the Services for your own use.
   5. You may request Synology's technical assistance in connection with the Services by using your Synology Account to issue a support ticket to Synology.
   6. You may properly and fairly use the trademark and the brand of Synology under this Agreement for the marketing of Your Services in which the Services are included. Unless explicitly stated in this Agreement, you will not be entitled to any interest or right to Synology's intellectual property rights, including but not limited to its patents, trademarks, and copyrights relating to the Services, the Partner Portal, the Services Portal, and the Program.
   7. Synology reserves the right to change or modify the interests and rights of Partner, the content of the policies or of the Program at any time. Any changes or modifications thereto will be effective immediately upon posting of the changes on the Partner Portal and the Services Portal, and you will receive notice of material changes or modifications. Your continued access to the Partner Portal and the Services Portal confirms your acceptance of such changes or modifications.

3. The Services and Purchase Order

   1. The Services. Synology agrees to make the Services available to you in accordance with this Agreement and the terms offered at Synology's official website for the Services.
   2. Purchase Order. You shall place a firm purchase order (the "Purchase Order") through the Services Portal for each subscription for your customer or for your own use. The purchase order shall cover the information of the user intending to use the subscribed Plan and any other required information.
   3. Data Center. You shall select a data center, a place where Synology hosts C2 servers and stores your data, when you place the C2 Services Purchase Order. In the event that you select the data center located in Frankfurt am Main (Germany), the corresponding purchase order will be processed by Synology GmbH. In the event that you select the data center located in Tukwila (State of Washington, United States), the corresponding purchase order will be processed by C2 Operations (America) Inc. In the event that you select the data center located in Taipei (Taiwan), the corresponding purchase order will be processed by Synology Inc. The data center of Active Insight Service located in Frankfurt am Main (Germany), the corresponding purchase order will be processed by Synology GmbH.
   4. Customer's Consent. Synology will not accept any Purchase Order for which you do not have the capacity and authority to manage your Customer's Services Accounts.
   5. Acceptance of Purchase Orders. You shall submit each Services purchase order to Synology for its approval thereof, which approval shall not be unreasonably withheld. If Synology rejects the purchase order, then Synology will in the applicable notice inform you of the exact reason(s) for rejection and thereafter work with you in good faith to resolve any issues as soon as reasonably practicable under the circumstances.
   6. Your Services. Upon your receipt of Synology's acceptance of the purchase order, you shall be solely responsible for invoice issuance, payment collection, and related tax reporting, and any other obligations that may arise from your contractual relationship with your customers for their use of the Services. You shall be solely responsible for all permits or approvals required for the provision of the services to your customers in the country where you and/or your customer is located.
   7. Changes to the Services. Synology may, at its own discretion, discontinue the Services and the right to improve or change the design or content of the Services and Synology shall not incur any liability thereby or any obligation to you or your customers using the Services.

4. Pricing, Payment, and Service Stop

   1. Pricing. Partner shall issue each purchase order and be subject to the price of Plans provided thereon (the "Prices"). Synology may, at its own discretion, change Prices for the services displayed on the Services Portal at any time. Any prices changes will not affect an order that has been already accepted by Synology. The adjusted Prices shall be applied to all new and future purchase orders issued by Partner and all contract renewals by Partner from the day the new pricing published on the Services Portal.
   2. Payment. You shall pay the corresponding Synology affiliate any fees in the amount set forth in the applicable purchase order. You will be billed commencing on the first date of every month for all purchases of the Services subscriptions that were active in the previous month. After receiving your monthly payment, a monthly invoice will be sent by C2 Operations (America) Inc., Synology GmbH, Germany, or Synology Inc., Taiwan as applicable, to you for your further processing.
   3. Renewal of Subscription. If you intend to discontinue the renewal of an active subscription, you may disable the function of "automatic subscription renewal" on the Services Portal before the expiration date of the Plan. The subscription will expire on its expiration date accordingly. Your customer will continue to have access to the Services until the expiration date. No refund shall be made for the remainder of the then-current subscription.
   4. Continuous Invoice. If you do not disable the function of "automatic subscription renewal" on the Services Portal for the subscription, upon the expiration of the original subscription, your subscription to the Services will be automatically renewed; Synology will charge you in its monthly invoice for all subscriptions renewed in the previous month and you will be re-billed in accordance with the Plan(s) you subscribed to in accordance with Section 4.2.
   5. Tax. The Prices are exclusive of any government taxes, duties, licenses, fees, excises or tariffs now or hereafter, including but not limited to those imposed on Partner's sale, distribution, or use of the Services. Such charges shall be paid by Partner. You shall pay the full amount of the Prices without any deduction, offset or withholding of any kind or nature or for any reason whatsoever.
   6. Service Stop and Deletion. After the expiration of the subscription for which You have disabled the function of "automatic subscription renewal" on the Services Portal, or for which You have failed to make a payment for any reason, You will have a grace period to make payment for Your subscription. The length of the grace period for each C2 service is defined on the General Service Agreement of Synology C2 Service. The length of the grace period for Active Insight Service is defined on Terms and Conditions of Active Insight Service.
   7. Measures of payment disputes. In the event of a 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 You have more than three (3) disputes, Synology reserves the right to determine that Your account is at risk of non-payment or potential fraud. In such cases, Your subscription will be terminated immediately, and Your account will no longer be eligible to subscribe to a paid plan of C2 Services or add a payment method to C2 Services.

5. Synology's Obligations

   1. Warranties. Synology represents and warrants that, to the best of its knowledge and belief, (i) it, including its affiliates, owns and operates the Services; (ii) the Services will be provided and perform in conformity with specifications and documentation supplied by Synology to Partner under normal use and services;(iii) the Services meet all applicable technical standards in the related industry; and (iv) the Services sales to Partner 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 DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND WHATSOEVER TO Partner OR ANY THIRD PARTY WITH REGARDS TO THE SERVICES AND SOFTWARE, 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, WHICH ARE EXPRESSLY EXCLUDED.
   3. Technical Support. Synology shall be responsible for operating the Services, handling of complaints which are solely attributable to Synology or the Services, and provide technical support in regards the Services at your request in a support ticket.

6. Partner's Obligations

   1. Consent of Your Customer. You shall obtain consent from each of your customers for your management of their C2 subscription, billing and data and their Active Insight subscription as the administrator on the Services Portal. You may only access and use your customer's Services account name, password, Personal Data, data backed up in C2, and any other information within the scope authorized by your customer. You are solely responsible for such consent and authorization, in accordance with applicable privacy laws.
   2. Support for Your Customers. You shall be responsible for any assistance or support to your customers in connection with Your Services, including incorporated the Services, as well as invoicing, payment collection, tax reporting, processing refund request and after-sales services in connection with your contractual relationship with your customers. You shall at all times during the term of this Agreement maintain the capacity, facilities and personnel necessary to carry out your obligations under this Agreement. You shall use your best efforts and diligence at all times to conduct the sale and servicing of the Services for your customers.
   3. Compliance. Partner agrees to comply with all applicable laws and regulations including export, trade, data protection, privacy, antitrust, and competition laws and regulations for Partner's promotion, marketing, and sales of the Services and those in connection with the protection of its customers.
   4. No Image. Partner agrees not to obtain or attempt to obtain in any manner whatsoever any right, title or interest in or to any copyright, trademarks, service marks or trade names of Synology, or any mark or name confusingly similar thereto, except with the prior written consent of Synology.
   5. No Representation. Partner shall not make any statement, representation, or warranty to its customers as to the Services with fraudulent, exaggerated, or misleading information, or that is inconsistent with the specifications and documentation supplied by Synology to Partner or posted on Synology's official website for the Services.
   6. Use of Partner's Trademarks. You grant Synology the worldwide, royalty-free, sub-licensable and irrevocable license to fairly use your brand and trademarks for marketing, promotion and operation of the Services or the Program.
   7. For improving the performance of the Services, Synology may request you to provide certain information of your customer, including but not limited to Personal Data, if necessary. You shall inform your customers of such a possibility and obtain their consent before they agree to your management of their Services Accounts.
   8. Unless otherwise expressly agreed in this Agreement, you are solely responsible for your management of your customers' Services Accounts.

7. Relationship among Synology, You, and Your Customers

   1. It is expressly agreed that the Partner shall be an independent contractor and that the relationship between Synology (including its affiliates) and the Partner shall not constitute or be construed as creating a partnership, joint venture, representative, agency or distribution relationship, or as granting a franchise. You shall clearly inform your customers in writing the legal relationship between Synology (including its affiliates) and you as stated in this Section 7.1.
   2. The contractual relationship between you and your customers as to the Services shall not bind Synology. You are solely responsible for your obligations or liabilities under your contractual relationship with your customers. Neither Synology nor any of Synology's affiliates will be responsible for your obligations and liabilities under your contractual relationship with your customers. Synology and Synology's affiliates shall not be liable for any dispute or liability arising out of or in connection with your relationship with your customers, including but not limited to your invoicing to or collection of payment from your customers in regards the Services. You shall clearly inform your customers in writing the requirements of this Section 7.2.
   3. If you incorporate the Services into services offered by you to your customers, you agree and acknowledge that any customers using such services shall be subject to the General Service Agreement of Synology C2 Service and Terms and Conditions of Active Insight Service. You shall have your customers review the terms and conditions thereof carefully and agree to be bound thereby in writing before their use of the Services.
   4. You shall notify your customers that Synology will cease the Services, and the data stored at data centers will be deleted, provided that you do not make payment for the renewal or new subscription according to Section 4 of this Agreement. You shall be solely responsible and liable for such consequence and any complaint or claim from your customers under your contractual relationship with your customers.

8. Term and Termination

   1. Term and Renewal. The initial term of this Agreement is one (1) year from the effective date upon your execution of this Agreement. It will be renewed for another one (1) year if no objection against the renewal is raised in writing by either party thirty (30) days prior to the expiration of this Agreement.
   2. Termination for Cause. Unless otherwise specified in this Agreement, if you default in the performance of any provision of this Agreement, Synology may give a notice requesting you to cure such default within ten (10) days upon your receipt of such notice. If Synology gives such notice and the default is not cured during the said ten (10) day period, or if the default is not capable of being cured, Synology may terminate this Agreement immediately. Any termination pursuant to this Section shall not limit any rights Synology may have under applicable law or this Agreement to pursue your liabilities arising under this Agreement.

9. Consequences of Termination and Expiration

   1. Upon the termination or expiration of this Agreement, Synology will cease your access to the Partner Portal and the Services Management.
   2. Termination or expiration of this Agreement will not affect then-existing subscriptions. You or your customers may continue to use the Services until the expiration of the subscribed Plan. Your customers may contact Synology and subscribe to any of the Plans if they intend to continue to use the Services after the expiration of their subscribed Plan. Before the termination or expiration of this Agreement, you shall inform your customers in writing of their rights to use and purchase the Services as stated in this Section 9.2 upon the termination or expiration, and shall perform all acts required by Synology, at its own discretion, to ensure the effective transfer of the relevant accounts of your C2 Services and Active Insight Service customers to Synology.
   3. After termination or expiration of this Agreement, Synology's name, trademarks, and similar identifying symbols to Synology or its Services shall not be displayed or used by Partner.

10. Data Protection and Security

    1. For establishment and management of the Services of your customers, you shall comply with all applicable privacy and data protection laws and regulations (including but not limited to the EU General Data Protection Regulations; "GDPR"), the privacy law of the country of your home jurisdiction and of all jurisdictions in which you operate, and the Synology Privacy Policy.
    2. To facilitate the subject matter of this Agreement, you consent to the collection and processing of Personal Data of you or your customers by Synology and its distributors, if necessary. Partner consents that Personal Data collected under this Agreement (1) may be transferred, stored and processed in any country in which Synology's data center is located, and (2) will be subject to the privacy terms specified in the Synology Service Agreement for C2 Services.
    3. Synology abides by the applicable privacy and data protection law (including but not limited to GDPR regarding the collection, use, transfer, and retention of data from the European Union and the European Economic Area).
    4. If Synology notices that you or your customers' conducts are not in compliance with any data protection laws, Synology will inform you accordingly. You shall be solely responsible for your customer's compliance with the relevant laws and regulations for their use of the Services.
    5. Should you notice any Services Security Incidents and Breach which relates to the activities of you (including your employees) or your customer, you shall immediately inform and provide Synology with the required information and the account information of the related customer, if any.
    6. You shall be solely liable for customer data protection breaches and losses resulting from your failure to comply with your obligations under this Section 10.

11. Indemnity

    1. Partner hereby agrees to indemnify and hold Synology harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with any breach by Partner of any of its obligations, representations or warranties hereunder. Partner further agrees to indemnify and hold Synology harmless from and against any claim that it or others may have based on the provision of the Services pursuant to this Agreement.

12. Property Rights

    1. Synology owns all title, interest and intellectual property rights to and in the Services or its manual and in any other software or documentation now or hereafter subject to this Agreement, including without limitation, all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets contained in the design, manufacture, operation or service of the Services. Unless explicitly specified in this Agreement, you are not entitled to any rights, licenses or interests thereof.

13. Limitation of Liability

    1. Defense or Settlement of Infringement Claims. Synology agrees to indemnify and hold harmless Partner for any losses or damage suffered as a result of any claim, suit or proceeding brought against Partner based on a claim that the Services infringes upon any intellectual property rights, including patent or copyright, or violates the trade secret rights of any party (hereinafter "Infringement Claim(s)"), provided that Synology is notified promptly in writing of an Infringement Claim and has sole control over its defense or settlement, and Partner and/or its customer provides reasonable assistance in the defense of the same.
    2. Limitation in Infringement Claims. Synology shall have no liability for any infringement claim based on (i) Partner's sale or any the Services which are sold after Partner's receipt of Synology's notice that Partner should cease use or distribution of such services due to an infringement claim, or (ii) any modification of the Services not performed by Synology, if such infringement claim would have been avoided without such modifications. For all infringement claims to which this subsection is applicable, Partner agrees to indemnify and defend Synology, provided that Partner is notified promptly in writing of an infringement claim and has sole control over its defense or settlement, and Synology provides reasonable assistance in the defense of the same.
    3. Limitation of Liability. Either party shall not be liable for (1) any loss of data and/or programs; (2) any special, indirect or consequential loss or damage, and other purely financial losses; (3) any loss of revenue or income, profits, or anticipated savings; (4) any loss of production, business, contracts or opportunities; or (5) any losses arising out of an event, or a series of related events, that is outside the reasonable control of the party affected (including 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). The aggregate liability of Synology to you under this Agreement shall not exceed the total amount you have paid for your purchase of the Services.

14. General Provisions

    1. Governing Law and Jurisdiction. For Partner residing within Europe, this Agreement will be governed by and construed in accordance with the laws of the Federal Republic of Germany, 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 Düsseldorf, North Rhine-Westphalia, Germany. For Partner residing within the United States, this Agreement will be governed by and construed in accordance with the laws of the State of Washington of U.S.A, 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 King County, State of Washington, U.S.A. For Partner not residing within Europe and United States, this Agreement will be governed by and construed in accordance with the laws of Taiwan, R.O.C., 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 Taipei, Taiwan, R.O.C.
    2. Notices. Any notice required or permitted by this Agreement shall be sent to: c2_partner@synology.com. Notice shall be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee, when tendered.
    3. Force Majeure. Non-performance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control of, and not caused by the negligence of, the non-performing party.
    4. Successors and Assigns. Neither this Agreement nor any of the rights or obligations of Partner under this Agreement may be assigned or transferred to any third party by either party without the prior written consent of the other party. Notwithstanding the foregoing, Synology may assign or transfer any or all of its obligations and rights hereunder to its affiliate(s) at its own discretion. Subject to this restriction, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
    5. Severability; Waiver. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. A waiver by either party of a breach of any provision of this Agreement by the other will not operate or be interpreted as a waiver of any other or subsequent breach.
    6. Headings. The headings used in this Agreement or other related agreements are intended for convenience only and shall not be deemed to supersede or modify any provisions.
    7. Translation. 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 version may differ from the English in any way, the English version will prevail.

15. Definitions

    1. "C2": Synology Cloud², a cloud storage service operated by Synology for Synology NAS.
    2. "C2 Services": All functions and services that C2 provides to the users. For more detailed descriptions, please refer to Synology's official website for C2 Services (Site) and the General Service Agreement of Synology C2 Service.
    3. "Active Insight Service": Active Insight provides faster troubleshooting and 24/7 health monitoring service of Synology NAS across multiple sites. Please refer to Synology's official website for Active Insight Service (Site).
    4. "Synology Partner Program" or "Program": A program encouraging the resellers or managed service providers to incorporate C2 Services and Active Insight Service into their services and offer them to their customers.
    5. "Partner": The partner appointed by Synology in Synology Partner Program.
    6. "Synology Inc., Synology U.S. or Germany": Synology Inc., Synology U.S. and German branches, which are responsible for receiving payment and invoicing for the purchase of the Services on behalf of Synology.
    7. "Plan(s)": Different plans of the C2 Services in terms of features, storage size, and cost of a subscription or different plans of the Active insight Service in terms of features and the number of monitored devices.
    8. "Partner Portal": A portal for Partners to access and integrate customers' C2 services accounts or Active Insight Service account and manage their payments.
    9. "Services Portal": Portals for Partners to access and manage customers' data and subscription in C2 Services or Active Insight Service.
    10. "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.
    11. "Security Incidents and Breach": Unauthorized access to or use of C2 Services or Active Insight Service or disclosure of either party's and Partner customers' data that is stored or backed up in C2, or violation of applicable privacy laws and policy.