Product specifications and such failure is attributable to
causes not within or under Synology's control. Further, the
foregoing warranties will be void if (1) Customer
disassembles the Product except as authorized by Synology;
(2) Customer fails to implement any correction, modification,
enhancement, improvement or other update made available
to Customer by Synology; or (3) Customer implements,
installs or uses any correction, modification, enhancement,
improvement or other update made available by any third
party. The warranty set forth in Section 2.1 will terminate
upon Customer's sale or transfer of the Product to a third
party.
2.8
Disclaimer of Warranties.
THE WARRANTIES,
OBLIGATIONS, AND LIABILITIES OF SYNOLOGY AND
THE REMEDIES OF CUSTOMER SET FORTH IN THIS
WARRANTY ARE EXCLUSIVE AND IN SUBSTITUTION
FOR, AND CUSTOMER HEREBY WAIVES, RELEASES
AND DISCLAIMS, ALL OTHER WARRANTIES,
OBLIGATIONS AND LIABILITIES OF SYNOLOGY AND ALL
OTHER RIGHTS, CLAIMS AND REMEDIES OF
CUSTOMER AGAINST SYNOLOGY, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH
RESPECT TO THE PRODUCT, ACCOMPANYING
DOCUMENTATION OR SOFTWARE AND ANY OTHER
GOODS OR SERVICES DELIVERED UNDER THIS
WARRANTY, INCLUDING, BUT NOT LIMITED TO ANY:
(A) IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE;
(B) IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING, OR USAGE OF
TRADE; (C) CLAIM OF INFRINGEMENT OR
MISAPPROPRIATION; OR (D) CLAIM IN TORT
(WHETHER BASED ON NEGLIGENCE, STRICT LIABILITY,
PRODUCT LIABILITY OR OTHER THEORY). SYNOLOGY
MAKES NO GUARANTEE AND SPECIFICALLY
DISCLAIMS ANY WARRANTY THAT THE DATA OR
INFORMATION STORED ON ANY SYNOLOGY PRODUCT
WILL BE SECURE AND WITHOUT RISK OF DATA LOSS.
SYNOLOGY RECOMMENDS THAT CUSTOMER TAKES
APPROPRIATE MEASURES TO BACK UP THE DATA
STORED ON THE PRODUCT. SOME STATES DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO
CUSTOMER.
Section 3. Limitations of Liability
3.1
Force Majeure.
Synology will not be liable for, or be
considered to be in breach of or default under this Warranty
on account of, any delay or failure to perform as required by
this Warranty as a result of any cause or condition beyond
its reasonable control (including, without limitation, any act or
failure to act by Customer).
3.2
Disclaimer of Certain Damages.
IN NO EVENT
WILL SYNOLOGY OR ITS SUPPLIERS BE LIABLE FOR
THE COST OF COVER OR FOR ANY INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR
SIMILAR DAMAGES OR LIABILITIES WHATSOEVER
(INCLUDING, BUT NOT LIMITED TO LOSS OF DATA,
INFORMATION, REVENUE, PROFIT OR BUSINESS)
ARISING OUT OF OR RELATING TO THE USE OR
INABILITY TO USE THE PRODUCT, ANY
ACCOMPANYING DOCUMENTATION OR SOFTWARE
AND ANY OTHER GOODS OR SERVICES PROVIDED
UNDER THIS WARRANTY, WHETHER BASED ON
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHER THEORY EVEN IF SYNOLOGY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
3.3
Limitation of Liability.
SYNOLOGY'S AND ITS
SUPPLIERS' LIABILITY ARISING OUT OF OR RELATING
TO THE USE OR INABILITY TO USE THE PRODUCT, ANY
ACCOMPANYING DOCUMENTATION OR SOFTWARE
AND ANY OTHER GOODS OR SERVICES PROVIDED
UNDER THIS WARRANTY IS LIMITED TO THE AMOUNT
ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT
REGARDLESS OF THE AMOUNT OF DAMAGES
CUSTOMER MAY INCUR AND WHETHER BASED ON
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHER THEORY. The foregoing disclaimer
of certain damages and limitation of liability will apply to the
maximum extent permitted by applicable law. The laws of
some states/jurisdictions do not allow exclusion or limitation
of certain damages. To the extent that those laws apply to
the Product, the exclusions and limitations set forth above
may not apply to Customer.
Section 4. Miscellaneous
4.1
Proprietary Rights.
The Product and any
accompanying Software and documentation provided with
the Product include proprietary and intellectual property
rights of Synology and its third party suppliers and licensors.
Synology retains and reserves all right, title, and interest in
the intellectual property rights of the Product, and no title to
or ownership of any intellectual property rights in or to the
Product, any accompanying Software or documentation and
any other goods provided under this Warranty is transferred
to Customer under this Warranty. Customer will (a) comply
with the terms and conditions of the Synology end user
license agreement accompanying any Software furnished by
Synology or an authorized Synology distributor or reseller;
and (b) not attempt to reverse engineer any Product or
component thereof or accompanying Software or otherwise
misappropriate, circumvent or violate any of Synology's
intellectual property rights.
4.2
Assignment.
Customer will not assign any of its
rights under this Warranty directly, by operation of law or
otherwise, without the prior written consent of Synology.
4.3
No Additional Terms.
Except as expressly
permitted by this Warranty, neither party will be bound by,
and each party specifically objects to, any term, condition or
other provision that conflicts with the provisions of this
Warranty that is made by the other party in any purchase
order, receipt, acceptance, confirmation, correspondence or
otherwise, unless each party specifically agrees to such
provision in writing. Further, if this Warranty conflicts with
any terms or conditions of any other agreement entered into
by the parties with respect to the Product, this Warranty will
prevail unless the other agreement specifically references
the sections of this Warranty that it supersedes.
4.4
Applicable Law.
Unless expressly prohibited by
local law, this Warranty is governed by the laws of the State
of Washington, U.S.A. without regard to any conflict of law
principles to the contrary. The 1980 U.N. Convention on
Contracts for the International Sale of Goods or any
successor thereto does not apply.
4.5
Dispute Resolution.
Any dispute, controversy or
claim arising out of or relating to this Warranty, the Product
or services provided by Synology with respect to the Product
or the relationship between Customers residing within the
United States and Synology will be resolved exclusively and
finally by arbitration under the current commercial rules of
the American Arbitration Association, except as otherwise
provided below. The arbitration will be conducted before a
single arbitrator, and will be limited solely to the dispute
between Customer and Synology. The arbitration, or any
portion of it, will not be consolidated with any other
arbitration and will not be conducted on a class-wide or class
action basis. The arbitration shall be held in King County,
Washington, U.S.A. by submission of documents, by
telephone, online or in person as determined by the
arbitrator at the request of the parties. The prevailing party in
any arbitration or legal action occurring within the United
States or otherwise shall receive all costs and reasonable
attorneys’ fees, including any arbitration fee paid by the
prevailing party. Any decision rendered in such arbitration
