Faber cloud terms of service

    1. Faber Digital Services

    1.1. Faber SpA, Viale XIII Luglio, 160, 60044 Fabriano AN, Italy (“Faber”) is the provider of the Faber Digital Services which can be accessed by connecting the Faber Connected Product and/or other device enabled to connect the Faber Digital Services (e.g. a portable mobile device with the Faber App installed) to the Internet. Any legal relationship between the End User who uses a Faber Digital Service and the products connected to the service and Faber will be governed exclusively by these General Terms and Conditions of Service (the “Terms of Service”).

    1.2. The purchase of each Product enabled for Faber Digital Services (excluding the Product Software) is governed by the terms and conditions that the End User has agreed with the seller at the time of purchase; in addition, the limited contractual warranty (the terms of which can be found here: https://www.faberspa.com/garanzia-dei-prodotti/) provided by Faber also applies to any direct purchase of Faber equipment, regardless of the seller from whom the purchase is made.

    1.3. The software embedded in the Product, and any updates thereto (“Product Software”) are licensed and governed by Faber’s End User License Agreement (EULA). Certain features of the Faber Digital Service may be subject to additional guidelines or terms, which will be posted on the selected Faber Digital Service (e.g. privacy policy) in relation to such features.

    BY SUBSCRIBING TO A FABER DIGITAL SERVICE (INCLUDING ACTIVATING A FUNCTION FOR THE FABER DIGITAL SERVICE ON THE END USER’S PRODUCT OR A FABER APP THAT THE END USER HAS DOWNLOADED ON A PERSONAL DEVICE OR OTHERWISE, BY ACCESSING THE FABER DIGITAL SERVICE OR CREATING AN ACCOUNT FOR THE FABER DIGITAL SERVICE), THE END USER ACKNOWLEDGES THAT HE OR SHE IS AUTHORISED TO ENTER INTO THESE TERMS OF SERVICE, AND IF THE END USER AGREES ON BEHALF OF HIS OR HER EMPLOYER OR OTHER ENTITY, THE END USER REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE LEGAL RIGHT TO BIND SUCH ENTITY AND TO ACCEPT ALL THE TERMS OF THESE TERMS OF SERVICE RELATING TO THE END USER’S USE OF THE FABER DIGITAL SERVICES. IF THE END USER DOES NOT AGREE TO THESE TERMS OF SERVICE OR IS NOT AUTHORISED TO BIND THE END USER TO THESE TERMS OF SERVICE, HE OR SHE MUST NOT CLICK ON THE “I AGREE”, “ACCEPT” OR SIMILAR BUTTON OR MUST CLICK ON THE “I DO NOT AGREE” BUTTON OR CLOSE THE WINDOW TO STOP CREATING AN ACCOUNT WITHIN THE FRAMEWORK OF THE FABER DIGITAL SERVICES.

    The End User further acknowledges and agrees that if the Faber Product and/or Digital Service allows the End User to connect the Faber Product and/or Digital Service to third-party services (such as Amazon Alexa, for example) or to third-party or external devices other than the official Faber App for mobile devices (such as a personal computer, a smart device, intercom, external camera or microphone, etc.), any connection and possibility of use is provided strictly on an “as is” basis and at the risk of the End User and such use may be subject to the terms and conditions of the providers of such services or devices. Under no circumstances will Faber accept any liability for or in relation to such use of the Faber Product and/or Digital Services.

    The Product will connect with the Faber Digital Services by means of a Session ID dynamically created at the time of establishing the connection; the Session ID does not allow the identification of the individual product or the owner of the product (End User) by Faber without unreasonable effort. Therefore, the End User acknowledges that all data derived and uploaded from the Product and shared with Faber is anonymous or anonymised data and does not constitute personal data.

    1.4. Faber has the right to change the scope of the services at any time and to change the current technical requirements and the End User undertakes to always use the current version of the Faber Digital Services. The End User is aware and accepts that the Faber Digital Service may also allow the management of the Product Software and/or the software incorporated in the respective Auxiliary Devices. The End User is also aware and accepts that Faber may introduce new functions, features and options to the Faber Digital Service and that such new functions, features and options may, at Faber’s discretion, only be offered for a fee.

    1. Definitions
    • “Auxiliary Device” means an electronic device of the End User, whether provided by Faber or not, on which Software provided or approved by Faber is installed that allows the Auxiliary Device to connect, through the Internet and/or other methods of connection, both to the Product and to the Faber Digital Service, for example a mobile phone or PDA or a tablet with the Faber App installed, or a Smart Speaker, a desktop personal computer with related software, etc.
    • “Authorised User” has the meaning set forth in section 5.2.
    • “Connected Product” has the same meaning as “Product” (see below).
    • “Device’s Data” means the data provided by the End User’s connected and licensed devices to Faber Digital Services.
    • “Documentation” means the product documentation available on Faber’s website that describes the Faber Digital Services or the Product, such as Faber’s detailed Product Catalogue.
    • “End User” means the owner of the products enabled for Faber Digital Services.
    • “Faber Cloud” has the meaning set forth in section 3.3.
    • “Faber Digital Services” means the various products and services offered by Faber, which may be updated at any time at Faber’s sole discretion. The access is password protected, allowing Faber, the End User and its Service Partner to configure the settings related to their account and the software on the End User’s coffee machines.
    • “Product” (or “Connected Product”) means any Cooker Hood or other appliance installed in the kitchen or home, manufactured or marketed under the Faber brand which, according to the Documentation or Purchase Order, may be connected (directly or through a separate Accessory Device, as applicable) to the Faber Digital Service governed by these Terms of Service.
    • “Purchase Order” means the order form, web form or other document that specifies or highlights the Product or a Subscription purchased by the End User, including, as the case may be, the related peripheral devices/accessories purchased or rented and the type of subscription (service levels and other options chosen, etc.), the rates and the subscription period to the Faber Digital Service chosen by the End User, where applicable.
    • “Related Components” means the hardware devices such as connectivity devices, the software client provided (including the object, source code or set-up software) distributed to the End User, which allows the End User to access and use the Faber Digital Services on its infrastructure.
    • “Reseller” means an authorised distributor of Faber Digital Services.
    • “Subscription” means paid access to and use of Faber Digital Services in combination with a Connected Product for a limited period of time.
    • “Subscription Period” means the limited duration of time for which the End User purchases access to and use of the Faber Digital Services through a Connected Product (directly and/or through Auxiliary Device(s), as set out in the Purchase Order.
    • “Term” has the meaning set out in section 6.1.
    • “Restrictions of use” means the limits of use of the End User as indicated in the Faber Digital Services Portal and in the Documentation.
    1. Grant of License

    3.1. Subject to payment of the fees due, if provided for in the applicable Purchase Order, and compliance with these Terms of Service, Faber grants the End User a non-exclusive, non-transferable, non-sublicensable, revocable and limited license for the Term to access and use a Faber Digital Service as described in the published Documentation. Use of the Faber Digital Service shall be limited to the selected Faber Digital Service specified in the End User’s Purchase Order for the Product (and in conjunction with the Documentation, as applicable).

    3.2. For all data uploaded by or through the Connected Product and collected and processed by the Faber Digital Services during the Term of such Faber Digital Services, including all subscription renewal periods, if applicable, Faber shall have a non-exclusive, non-transferable, worldwide, perpetual and irrevocable license to collect, analyse or use statistical data relating to the Faber Digital Services in an anonymous form (see section 1.2 above), including all data derived from the Connected Product (“Device Data”) and the Connected Product, for the development, fine-tuning and scalability of the Faber Digital Services, including the generation of reports both for internal purposes and for reports made available to the End User, which may, depending on the Subscription chosen by the End User, be offered at an additional cost. It includes, but is not limited to, the development, improvement, production and marketing of its products. Faber will keep all statistical data confidential, and will not share such data with third parties (with the exception of its agents and consultants who perform services for Faber who are subject to a contractual obligation of confidentiality with respect to such information), except in aggregate form among several Faber End Users (for example, advertising of the total number of Internet-connected cooker hoods in operation on a given day sent through the Digital Service Faber).

    3.3. The End User acknowledges and agrees that during the Term, the types of data indicated in the Documentation will be uploaded by the Connected Product to servers controlled and accessible by Faber (“Faber Cloud”) and will be made available to the End User from the Faber Cloud through the End User’s Connected Product (directly or through an Accessory Device such as a mobile/handheld device, as the case may be) and Faber. This data upload enables the operation of the Faber Digital Service and serves the additional purposes indicated in the previous paragraph (see 2.2). If the End User does not want to share and upload such data, the End User’s only options are a) not to install the Faber App on the Accessory Device or b) if the App has already been installed, to permanently disconnect the product from the Wi-Fi connected to the Internet. Once the App is installed, it is no longer possible to stop uploading these types of data until the Product connects to Faber Digital Services. The End User acknowledges and accepts that the Faber Digital Service and the transmission of air quality data to the Accessory Device will not work and some functions and features of the Product may, in part or in their entirety, not work or be inaccessible if the relevant Faber App is not installed or is uninstalled or if the Product is disconnected from a Wi-Fi connection.

    1. License Restrictions

    4.1. Except as specifically provided in these Terms of Service, the grant of license in these Terms of Service does not permit the End User or any third party (directly or indirectly, in whole or in part) to: (a) reverse engineer or attempt to derive the source code or create derivative works from the Faber Digital Services, or any part thereof, except as expressly permitted by local law and, in such case, only upon written notice to Faber; (b) use the Faber Digital Services in a capacity greater than that identified in a Purchase Order and in the Documentation; (c) sublicense, distribute or pledge the Faber Digital Services; (d) access, use or copy any part of the Faber Digital Services to develop, promote or support, directly or indirectly, any product or service that competes with the Faber Digital Services; (e) rent, lease or commercially share or otherwise use the Faber Digital Services for any third-party purposes; (f) remove any identification, patent, trademark, copyright or other notices from the Faber Digital Services or Related Components; (g) use any name, trademark or designation of Faber, or any of its affiliates or licensors or their respective products or services, except where explicitly permitted by Faber in writing; (h) interfere with or disrupt the integrity or performance of the Faber Digital Services or the data of third parties contained therein; (i) attempt to gain unauthorised access to Faber’s Digital Services or related systems or networks, including access to the data of other Faber End Users; (j) disclose or publish, without Faber’s express written consent, performance or capacity statistics or the results of any benchmark tests performed on Faber Digital Services.

    4.2. The End User is responsible for complying with the specific restrictions of use for the selected Faber Digital Service and for any Related Component established in the Purchase Order or in the Documentation.

    4.3. Faber reserves the right to block, without incurring any liability, any Device Data and End User Account that violates this section or if it is investigating suspected misconduct.

    1. Delivery of the Service, End User’s account, new versions of the Service

    5.1. In order to use the Services, the End User must register a user account (“Account”) and provide certain personal information, as prompted by the applicable registration form. The End User declares and warrants that: (a) all required registration information entered is true and accurate; (b) he or she shall maintain the accuracy of such information; and (c) the End User’s use of the Services does not violate any applicable law or regulation (e.g., End User is not located in an embargoed country or is not listed as a prohibited or restricted entity under applicable export control laws and regulations). The End User is entirely responsible for maintaining the confidentiality of the login information to his or her Account and all Activities performed on this Account. The End User agrees to use “strong” passwords (passwords that use a combination of uppercase and lowercase letters, numbers and symbols) for his or her Account and to keep the password secure to prevent others from gaining access. The End User undertakes to immediately notify Faber of any unauthorised use or suspected unauthorised use of his or her Account, or any other breach of security. Faber is not liable for any loss or damage resulting from the failure of the End User to comply with the above requirements.

    5.2. The End User who creates an Account is the “owner” of that Account and is the owner of the connected products associated with that Account. Individuals who are authorised by the owner to access the owner’s connected products and Faber Digital Service, if any, are all considered Authorised Users. The owner agrees to be fully responsible for all actions taken by Authorised Users related to connected products and account information. Accordingly, the owner must ensure that he or she only authorises trusted persons to access their Account, Product Software and connected products. Faber shall not be liable for any loss or damage resulting from the unauthorised use of accounts, user names, or passwords.

    5.3. Faber may periodically develop and install patches, bug fixes, updates, upgrades and other modifications to the Service. Such changes may be made without notice or consent to maintain the highest level of performance of the Service. The End User consents to such automatic updates for the duration of the Faber Digital Service Term in relation to the End User’s Product and the End User’s Auxiliary Device(s).

    5.4. The End User further agrees, if and when notified of such possibility or interactively requested to do so, to promptly install the latest versions or patches/updates of the Product Software, and/or the software of any Auxiliary Device and/or, if applicable, any client software provided. Faber excludes all warranties and liability of any kind for the use of any software that has not been updated in accordance with this section 5.2.

    1. Period of Validity and Termination

    6.1. Period of Validity

    The Period of Validity of these Terms of Service commences upon acceptance of these Terms of Service.

    In the event that a Subscription Period has not been agreed upon at the time of purchase of the Product, these Terms of Service govern the use of the Faber Digital Service for as long as the End User has access to the Faber Digital Service.

    In the event that a Subscription Term has been agreed, the validity of these Terms of Service will continue until the end of the agreed Term.

    In the event that the Parties have agreed in writing that a Subscription shall, at the end of a Subscription Period, automatically renew for another such Subscription Period, the Term shall continue until such a Party terminates the Subscription and consequently these Terms of Service in accordance with section 6.2 below.

    6.2. Ordinary termination

    In the event that a Subscription, at the end of a Subscription Period, automatically renews for another term pursuant to the Purchase Order, either Party may terminate these Terms of Service, without cause, by giving the other party thirty (30) days’ written notice prior to the end of the current Subscription Period.

    6.3. Termination brought by Faber for violation

    Faber may terminate these Terms of Service and cancel the subscription period without any liability upon notice to the End User if the End User violates any material term of these Terms of Service and fails to remedy such violation within thirty (30) days of the original formal notice or such other period as may be mutually agreed upon by the parties, provided that, in the event that a violation cannot be remedied, Faber may terminate it with immediate effect by written notice.

    6.4. Automatic termination on purchase cancellation

    These Terms of Service shall be automatically terminated in the event of valid withdrawal by the User from any underlying purchase contract relating to the Product and shall lapse, without prior notice from Faber or another party from whom the End User made the purchase, when the withdrawal of the contract becomes effective.

    6.5. Effects of the termination

    Upon expiration or termination of these Terms of Service, (a) the subscription period will cease together with all license rights for the use of the Faber Digital Services and related components, and Faber will cease the provision of the Faber Digital Services, and (b) the End User shall immediately pay all outstanding invoices, including charges due for any existing Subscription Period. To be clear, the End User is responsible for payment arising from a Subscription Period (even if an End User key is disabled or a Connected Product or Accessory Device required is not active or connected to the Faber Digital Service) in accordance with these Terms of Service.

    1. Charges/Payment

    7.1 The charges for each Faber Digital Service and Related Components (e.g. the fee for the Service Set Up) are those specified in the Purchase Order.

    7.2 Payment: Faber invoices End Users for the agreed subscription fees for the Faber Digital Services, if applicable.

    1. Confidential information / Protection of personal data

    8.1. “Confidential Information” means all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under these Terms of Service, which the Disclosing Party designates as confidential at the time of disclosure, or which a reasonable person should know to be confidential. Notwithstanding the foregoing, the Faber Digital Service, software (object code and source code), Documentation, training materials, future offers and products, business plans, investors, prices, including charges paid hereunder, user IDs and passwords shall be considered Confidential Information without it being necessary to designate such information as confidential. Confidential Information does not include information that is: (i) already known to the public, (ii) created by the Receiving Party without reference to any Confidential Information, (iii) otherwise known to the Receiving Party without any unlawful conduct of the Receiving Party, (iv) which must be made public by law or court order, provided that the Disclosing Party is given reasonable notice in advance of the obligation to produce the Confidential Information, or (v) required by prospective investors or necessary for acquisition or merger activities directly related to the Receiving Party, as part of the relevant due diligence process. The Confidential Information shall remain the exclusive property of the Disclosing Party, and each party acknowledges and agrees that it has no rights thereto.

    8.2. The Receiving Party will keep the Disclosing Party’s Confidential Information confidential and may disclose it only to employees and consultants who have a need to know and who are subject to confidentiality obligations substantially similar to those set forth in these Terms of Service. The Receiving Party will not use or disclose the Disclosing Party’s Confidential Information other than as provided in these Terms of Service. Each party agrees to use the same level of care to protect the other party’s Confidential Information from unauthorised use or disclosure as it does to protect its own information, but in no event to treat it with less than reasonable care. The Receiving Party shall, as soon as reasonably practicable after discovery of a breach of this confidentiality section, report to the Disclosing Party any unauthorised use, disclosure of, or access to the Disclosing Party’s Confidential Information, subject to any reasonable restrictions placed on the timing of such disclosure by a judicial or regulatory authority investigating the incident; and take all reasonable steps to prevent any further disclosure or unauthorised access. The parties shall have the right to seek injunctive relief or other equitable relief from any court of competent jurisdiction. This provision shall not be the exclusive remedy for any breach of confidentiality, but shall be in addition to all other rights and remedies available in these Terms of Service or otherwise at law.

    8.3. Faber collects personal data when and if the End User or an Authorised User transmits it to Faber, through registration, filling in forms or emails, as part of an order for products or services, after-sales assistance for products or services, questions or requests about the products ordered and similar situations. Faber will process such personal data as set out in the privacy policy, as amended from time to time and incorporated by reference into these Terms of Service (the privacy policy can be consulted on our website). Faber assumes that this is in the mutual interest of our End User and the Authorised User to maintain a good business relationship. If Faber receives personal data from the Reseller or an End User for the purposes described above, Faber is an independent data controller pursuant to applicable data protection law.

    1. Faber’s Warranties

    9.1. Limited Warranty
    Faber warrants that it has full power and authority to enter into and fulfil the Terms of Service. Faber will provide the service level commitments commensurate with the Faber Digital Services and related components selected by the End User by means of a written purchase order. The Service Levels for Faber Digital Services are described in the respective Documentation. Faber makes the utmost efforts to maintain and update the Service provided and to provide IT security. However, Faber has no responsibility to provide maintenance or support services in relation to the Product, Service, Related Component or any Auxiliary Device, whether individual or automated.

    9.2. Warranty exclusions

    Except for the express warranty set forth in this section 9, the Faber Digital Services are provided “as is” and all other express or implied warranties are hereby excluded, including but not limited to warranties or assurances of functionality or uninterrupted availability, accuracy, reliability of the Faber Digital Services, including but not limited to, the operation and remote control of the Product through the Faber Digital Service, or the completeness of the device data or the Product’s sensor data (including the correct, flawless, complete and/or continuous collection, transmission, storage, processing or display of data), the suitability of the Faber Digital Services for a specific purpose (such as monitoring air quality for safety purposes or receiving maintenance or air quality alerts, or the prevention of mechanical defects or wear and tear of the Product) or the non-infringement of commercial aspects. Under no circumstances shall these Terms or the provision of the Faber Digital Services give rise to any warranty or assurance relating to the Product, including, but not limited to, reliability, uninterrupted or flawless operation or automatic maintenance or repair of the Product or its suitability for a specific purpose.

    Unless a specific Subscription Period has been agreed between the parties, Faber may at any time interrupt the provision of the Faber Digital Service to all End Users who do not have a paid periodic Subscription for the use of the Faber Digital Services without incurring any liability.

    1. End User guarantees

    10.1. The End User guarantees that he or she (a) has full power and authority to enter into and perform these Terms of Service; (b) shall avoid deceptive, misleading or unethical practices that may be harmful to Faber or the Faber Digital Services; (c) will not access any information or data provided or controlled by any other end user or Reseller of Faber and to comply with and not circumvent or otherwise disable any security or data protection measures implemented by Faber; and (d) will not upload, publish, transmit via e-mail or otherwise make available using the Faber Digital Services any material that contains computer viruses or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment, and will not allow any third party to do so.

    1. Limitation of Liability

    11.1. FABER’S OVERALL LIABILITY TO THE END USER, WHETHER FOR FAULT, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER BASIS FOR ACTION, SHALL BE LIMITED TO THE LESSER BETWEEN EUR 3,000 PER CLAIM AND CALENDAR YEAR AND ANY CHARGE PAID UNDER A SUBSCRIPTION BY THE END USER. FABER SHALL NOT BE LIABLE TO THE END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, CONSEQUENTIAL DAMAGES, LOST INCOME, BUSINESS INTERRUPTION, DAMAGE TO GOODWILL, PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE, OR TO THE USE OR INABILITY TO USE THE FABER DIGITAL SERVICES. IN NO CASE SHALL FABER BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE HANDLING OF THE PRODUCT SOFTWARE, RELATED COMPONENTS OR RELATED PRODUCTS, OR ANY RESPECTIVE AUXILIARY DEVICES AS PROVIDED FOR IN THESE TERMS OF SERVICE. THESE LIMITATIONS WILL APPLY EVEN IF THE ESSENTIAL PURPOSE HAS NOT BEEN FULFILLED.

    1. Indemnification

    If the Faber Digital Services or any part thereof are the subject of a claim of infringement, or in Faber’s reasonable discretion are likely to become the subject of such a claim, Faber shall have the right, at its option, to: (i) replace the Faber Digital Services and/or Related Components with a non-infringing technology that is substantially and functionally equivalent or superior; (ii) modify the Faber Digital Services and/or Related Components so that they are no longer in violation without substantially affecting functionality; or (iii) obtain a license for the End User to continue using the Faber Digital Services and/or Related Components. If (a) a court of competent jurisdiction issues an injunctive order preventing the End User from exercising the license rights granted under these Terms of Service, or (b) the alternatives specified in (i), (ii) or (iii) above are not available to Faber on a commercially reasonable basis, the End User will cease to use the infringing technology and Faber will refund the proportional share of the prepaid charges attributable to such technology for the duration of the Subscription Period in which the End User is unable to use the Faber Digital Services. This section sets forth Faber’s entire liability and obligation, and the End User’s sole and exclusive remedy with respect to any alleged or actual breach of the Faber Digital Services (including Related Components) provided pursuant to these Terms of Service.

    12.1. Indemnification of the End User

    The End User agrees that the End User’s use of the Faber Digital Services, and the use of the personal data and information that the End User uploads to the Faber Digital Services website shall not: (a) infringe the copyrights, patents, trademarks, trade secrets, or other proprietary rights of any third party or rights of publicity or privacy; (b) include any unlawful conduct or any violation of any law of jurisprudential or legislative creation, provision or regulation (including, but not limited to, those governing export control, Reseller Terms of Service, unfair competition, anti-discrimination or false advertising); or (c) be defamatory, libellous, unlawfully threatening, or unlawfully harassing or obscene. The End User shall indemnify, defend and hold Faber harmless from any claim by third parties, including but not limited to those arising from: (1) End User’s violation of subsections (a), (b) and (c) of this paragraph; (2) breach of the warranties set forth in Section 10; (3) modifications or alterations to the Faber Digital Services; (4) any statement or warranty made by the End User regarding the Faber Digital Services. Faber shall promptly notify the End User in writing of such claim, and the End User shall have sole control of such defence and all negotiations for any settlement or compromise, although Faber shall provide reasonable assistance at the request and at the expense of the End User.

    1. Ownership of Intellectual Property

    13.1 The End User acknowledges and agrees that the Faber Digital Service, the Related Components, the Product Software and Faber’s trademarks, and all proprietary rights contained therein, as well as any modifications, improvements or derivative works (including all feedback relating to the use of the Faber Digital Services and Related Components) relating thereto, are and will remain the exclusive property of Faber or its licensors. Faber reserves all rights not expressly granted to the End User in these Terms of Service. In regard to the relationship between the parties, the End User retains all ownership of and over the Device’s Data subject to the license granted pursuant to section 2.2.

    1. Miscellaneous

    14.1. These Terms of Service, and any other references, annexes or exhibits, constitute the entire agreement between the parties on the subject matter hereof and supersede any and all prior written or oral Terms of Service and the agreements between the parties with respect to the subject matter. Any modification must be in writing and signed by each party’s authorised representatives.

    14.2. If any provision of these Terms of Service, for any reason, is deemed to be invalid, illegal or unenforceable, this shall not affect any of these Terms of Service. The failure or delay of either party in exercising any right hereunder shall not constitute a waiver of such right.

    14.3. Faber, at its sole discretion, reserves the right to modify the terms and conditions set out in these Terms of Service at any time. In this case, Faber will communicate (via e-mail or other written form, for example interactively through the Connected Product or Accessory Device) to the End User the updated Terms of Service available for online acceptance. Faber will give the End User at least thirty (30) days to accept the terms of the updated Terms of Service. Once accepted, the updated Terms of Service will govern the provision of Faber Digital Services from the beginning of a new month of Faber Digital Services. The End User will be required to accept the updated Terms of Service if the End User wishes to continue using the Faber Digital Services.

    14.4. These Terms of Service, and any rights or obligations contained therein, may not be assigned or sub-licensed by the End User, including by operation of law, without the prior written consent of Faber. Faber may assign the rights to these Terms of Service without the consent of the End User. Any attempted assignment or transfer in violation of the foregoing shall be null and void and will result in the immediate and automatic termination of these Terms of Service. Subject to the foregoing restriction, these Terms of Service are binding upon and inure to the benefit of the parties, their successors and transferees.

    14.5. Force majeure: Except for payment of fees due hereunder, neither party shall be liable for any losses resulting from the delay or interruption of the performance of its obligations under these Terms of Service due to unforeseeable circumstances, acts of governmental authorities, hostile acts, terrorism, war, riots, floods, civil unrest, adverse weather conditions, unplanned system downtime, or any other cause which is beyond the reasonable control of the party thus hindered.

    14.6. Export: The Faber Digital Service, Related Components and Documentation may be subject to export control laws and related regulations and may be subject to the export or import regulations of other countries. The End User agrees not to export or re-export the Faber Digital Service, the Related Components or the Documentation in any form in violation of any export or import law of any jurisdiction.

    14.7. Any provision of these Terms of Service that provides for performance or compliance after any termination or expiration of these Terms of Service, including, but not limited to, all provisions relating to confidentiality, limitation of liability, and indemnification, shall survive any termination or expiration of these Terms of Service and shall continue in full force and effect.

    14.8. The failure or delay of either party in exercising any right hereunder shall not constitute a waiver of such right.

    1. Governing Law / Jurisdiction

    15.1 All matters relating to the End User’s access to or use of the Service, including any disputes, shall be governed by the laws of Italy without regard to any conflict of laws, provisions or international treaties, including in particular the Vienna Convention on the Sale of Goods. The place of jurisdiction for all disputes arising from the Terms of Service shall be Fabriano, AN (Italy).

    Version 1.0, published by Faber SpA on 12/05/2021, Fabriano (AN)