Digital Services by Faber
1.1. Faber S.p.A., Viale XIII Luglio, 160, 60044 Fabriano AN, Italy ("Faber") is the provider of Digital Services by Faber, accessed by connecting the Faber Connected Product and/or other devices enabled for accessing Faber Digital Services (e.g., a portable mobile device with the Faber App installed) to the internet. Any legal relationship between the End Customer using a Faber Digital Service and the products connected to the service and Faber shall be governed exclusively by these General Terms 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 agreed upon by the End Customer with the seller at the time of purchase; additionally, the limited contractual warranty (whose terms can be viewed here: [link to warranty]) 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 integrated into the Product, and any of its updates ("Product Software"), is licensed and governed by Faber's End User License Agreement (EULA). Some features of the Faber Digital Service may be subject to guidelines or additional 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 CUSTOMER'S PRODUCT OR A FABER APP THAT THE END CUSTOMER HAS DOWNLOADED ON A PERSONAL DEVICE OR OTHERWISE ACCESSING THE FABER DIGITAL SERVICE OR CREATING AN ACCOUNT FOR THE FABER DIGITAL SERVICE), THE END CUSTOMER ACKNOWLEDGES BEING AUTHORIZED TO SUBSCRIBE TO THESE TERMS OF SERVICE, AND IF THE END CUSTOMER ACCEPTS ON BEHALF OF THEIR EMPLOYER OR ANOTHER ENTITY, THE END CUSTOMER DECLARES AND WARRANTS HAVING THE LEGAL RIGHT TO BIND SUCH ENTITY AND TO ACCEPT ALL TERMS OF THESE TERMS OF SERVICE RELATING TO THE USE OF FABER DIGITAL SERVICES BY THE END CUSTOMER. IF THE END CUSTOMER DOES NOT AGREE TO THESE TERMS OF SERVICE OR IS NOT AUTHORIZED TO BIND THE END CUSTOMER TO THESE TERMS OF SERVICE, THE END CUSTOMER MUST NOT CLICK THE "I AGREE", "ACCEPT", OR SIMILAR BUTTONS OR MUST CLICK THE "I DO NOT AGREE" BUTTON OR CLOSE THE WINDOW TO TERMINATE THE CREATION OF AN ACCOUNT IN THE FRAMEWORK OF FABER DIGITAL SERVICES.

The End Customer also acknowledges and agrees that if the Product and/or the Faber Digital Service allows the End Customer to connect the Product and/or the Faber 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, an intercom, a camera, or an external microphone, etc.), any connection and usage capability is strictly provided on an "as is" basis and at the End Customer's risk, and such usage may be subject to the terms and conditions of the providers of such services or devices. In no event shall Faber accept any liability for or in connection with such use of the Product and/or Faber Digital Services.

The Product will connect to the Faber Digital Services through a dynamically created Session ID at the time of establishing the connection; the Session ID does not allow Faber to identify the individual product or the owner of the product (End Customer) without unreasonable efforts. Therefore, the End Customer acknowledges that all data derived from and uploaded by the Product and shared with Faber are anonymous or anonymized data and do not constitute personal data.

1.4. Faber has the right to change the purpose of the services at any time and to vary the current technical requirements, and the End Customer agrees to always use the current version of the Faber Digital Services. The End Customer is aware and agrees that the Faber Digital Service may also allow the management of the Product Software and/or the software embedded in the respective Auxiliary Devices. The End Customer is also aware and agrees that Faber may introduce new features, characteristics, and options to the Faber Digital Service and that such new features, characteristics, and options may, at Faber's discretion, be offered only for a fee.

Definitions
"Auxiliary Device" refers to an electronic device of the End Customer, provided or not by Faber, on which software provided or approved by Faber is installed, allowing the Auxiliary Device to connect, through the internet and/or other methods of connection, both to the Product and to the Faber Digital Service, such as a mobile phone or handheld device or a tablet with the Faber App installed, or a Smart Speaker, a fixed personal computer with related software, etc.
"Authorized User" has the meaning as set forth in section 5.2.
"Connected Product" has the same meaning as "Product" (see below).
"Device Data" indicates the data provided by the End Customer's licensed connected devices to Faber Digital Services.
"Documentation" indicates the product documentation available on the Faber website describing Faber Digital Services or the Product, such as the detailed Faber Product Catalog.
"End Customer" indicates the owner of products enabled for Faber Digital Services.
"Faber Cloud" has the meaning as set forth in section 3.3.
"Faber Digital Services" indicates the various products and services offered by Faber, which may be updated at any time at Faber's sole discretion. Access is password-protected, allowing Faber, the End Customer, and their Service Partner to configure settings related to their account and software on the End Customer's coffee machines.
"Product" (or "Connected Product") indicates any Kitchen Hood or other appliance installed in the kitchen or home, manufactured or marketed under the Faber brand, which, according to the Documentation or the Purchase Order, can be connected (directly or via a separate Accessory Device, as applicable) to the Faber Digital Service governed by these Terms of Service.
"Purchase Order" indicates the order form, web form, or other document specifying or highlighting the Product or a Subscription purchased by the End Customer, including, as applicable, any purchased or leased peripheral/accessory devices and the type of subscription (service levels and other selected options, etc.), fees, and the subscription period for the Faber Digital Service chosen by the End Customer, if any.
"Related Components" indicates hardware devices such as connectivity devices, the provided client software (including object, source code, or setup software) distributed to the End Customer, allowing the End Customer to access and use Faber Digital Services on their infrastructure.
"Reseller" indicates an authorized distributor of Faber Digital Services.
"Subscription" indicates the paid access and use of Faber Digital Services in combination with a Connected Product for a limited period of time.
"Subscription Period" indicates the limited duration for which the End Customer purchases access and use of Faber Digital Services through a Connected Product (directly and/or via Auxiliary Device(s), as applicable), as established in the Purchase Order.
"Term" has the meaning as set forth in section 6.1.
"Usage Restrictions" indicates the End Customer's usage limits as indicated in the Faber Digital Services Portal and in the Documentation.

Grant of License
3.1. Subject to the payment of applicable fees, if any, and compliance with these Terms of Service, Faber grants the End Customer 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. The use of the Faber Digital Service will be limited to the specific Faber Digital Service selected specified in the End Customer's Purchase Order for the Product (and in combination with the Documentation, as applicable).

3.2. For all data uploaded from or through the Connected Product and collected and processed by Faber Digital Services during the Term of said Faber Digital Services, including any subscription renewal periods, if any, Faber shall have a non-exclusive, non-transferable, worldwide, perpetual, and irrevocable license to collect, analyze, or use statistical data related to 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, tuning, and scalability of Faber Digital Services, including the generation of reports for internal purposes and reports made available to the End Customer, which may, depending on the End Customer's chosen Subscription, be offered at an additional cost, and including, by way of example only, 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 (except for its agents and consultants who perform services for Faber that are subject to a contractual obligation of confidentiality with respect to such information), except in aggregate form across multiple Faber End Customers (e.g., advertising the total number of internet-connected kitchen hoods in operation on a given day sent through the Faber Digital Service).

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

License Restrictions
4.1. Except as specifically provided in these Terms of Service, the license grant in these Terms of Service does not permit the End Customer or third parties (directly or indirectly, in whole or in part) to: (a) reverse engineer or attempt to derive the source code of or create derivative works from the Faber Digital Services, or any portion thereof, except as expressly permitted by applicable law and, in such case, solely upon prior written notice to Faber; (b) use Faber Digital Services in a capacity greater than that identified in a Purchase Order and in the Documentation; (c) sublicense, distribute, or encumber Faber Digital Services; (d) access, use, or copy any portion of Faber Digital Services to develop, promote, or support directly or indirectly any product or service in competition with Faber Digital Services; (e) lease, rent, or commercially share or otherwise use Faber Digital Services for third-party purposes; (f) remove any identification, patent, trademark, copyright, or other notice from Faber Digital Services or its 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 as explicitly permitted by Faber in writing; (h) interfere with or disrupt the integrity or performance of Faber Digital Services or third-party data contained therein; (i) attempt to gain unauthorized access to Faber Digital Services or their respective systems or networks, including access to other Faber End Customers' data; (j) disclose or publish, without Faber's explicit written consent, performance or capacity statistics or the results of any benchmark test performed on Faber Digital Services.

4.2. The End Customer is responsible for complying with the specific usage restrictions for the selected Faber Digital Service and any Related Components established in the Purchase Order or Documentation.

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

Service Delivery, End Customer Account, New Service Versions
5.1. To use the Services, the End Customer must register a user account ("Account") and provide some personal information, as required by the applicable registration form. The End Customer represents and warrants that: (a) all requested registration information entered is truthful and accurate; (b) will maintain the accuracy of such information; and (c) the End Customer's use of the Services does not violate any applicable law or regulation (e.g., the End Customer is not located in a country subject to embargo or listed as a prohibited or restricted party under applicable export control laws and regulations). The End Customer is entirely responsible for maintaining the confidentiality of access information to their Account and all activities performed on their Account. The End Customer agrees to use "strong" passwords (passwords using a combination of upper and lower-case letters, numbers, and symbols) for their Account and to keep the password secure to prevent others from gaining access. The End Customer agrees to promptly notify Faber of any unauthorized or suspected unauthorized use of their Account, or any other breach of security. Faber is not responsible for any loss or damage arising from the End Customer's failure to comply with the above requirements.

5.2. The End Customer creating an Account is the "owner" of that Account and is the owner of the associated connected products associated with that Account. Individuals authorized by the owner to access the owner's connected products and the owner's Faber Digital Service, if any, are all considered Authorized Users. The owner agrees to be fully responsible for all actions taken by Authorized Users regarding the connected products and account information. Accordingly, the owner must ensure that only trusted individuals are authorized to access their Account, Product Software, and connected products. Faber will not be liable for any loss or damage arising from unauthorized use of accounts, usernames, or passwords.

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

5.4. The End Customer also agrees, if and when such possibility is communicated to them or interactively requested, to promptly install the latest versions or patches/updates of the Product Software, and/or software of any Accessory Device and/or, if applicable, any client software provided. Faber excludes all warranties and liabilities of any kind for the use of any software that has not been updated in accordance with this section 5.2.

Validity Period and Termination

6.1. Validity Period
The validity period of these Terms of Service begins upon their acceptance. If no Subscription Period has been agreed upon at the time of purchasing the Product, these Terms of Service govern the use of Faber's Digital Service until the End User no longer has access to Faber's Digital Service. If a Subscription Period has been agreed upon, these Terms of Service remain valid until the end of the agreed Validity Period. If the Parties have agreed in writing that a Subscription will automatically renew for another period, the Validity Period continues until either Party cancels the Subscription, thus terminating these Terms of Service in accordance with section 6.2 below.

6.2. Ordinary Termination
If a Subscription automatically renews upon expiration, either Party may terminate these Terms of Service without cause by providing written notice to the other party thirty (30) days prior to the end of the current Subscription Period.

6.3. Termination by Faber for Breach
Faber may terminate these Terms of Service and cancel the subscription period without any liability upon prior notice to the End User if the End User breaches any material term of these Terms of Service and fails to remedy within thirty (30) days of the original notice or any other period agreed upon between the parties. In case of incurable breach, Faber may immediately terminate these Terms of Service with immediate effect through written communication.

6.4 Automatic Termination upon Purchase Cancellation
These Terms of Service automatically terminate if the End User validly withdraws from any purchase contract related to the Product, and expire when the contract withdrawal becomes effective.

6.5 Effects of Termination
Upon expiration or termination of these Terms of Service, (a) the subscription period ends along with all license rights to use Faber's Digital Services and related components, and Faber ceases to provide Faber's Digital Services, and (b) the End User must immediately settle all outstanding invoices, including charges due for any ongoing Subscription Period.

Charges/Payment

7.1. Charges
The costs for each Faber Digital Service and Related Components (such as the fee for Service installation) are those specified in the Purchase Order.

7.2. Payment
Faber will bill End Customers for the agreed subscription fees for Faber Digital Services, as applicable.

Confidential Information / Personal Data Protection

8.1. Confidential Information
"Confidential Information" includes all information designated as confidential by the Disclosing Party at the time of disclosure or that should reasonably be considered confidential. This includes the Faber Digital Service, software, Documentation, training materials, future offerings and products, business plans, investors, pricing, user IDs, and passwords. Confidential Information does not include information already known to the public, created by the Receiving Party without reference to Confidential Information, or that must be made public by law.

8.2. Protection of Confidential Information
The Receiving Party will maintain the Confidential Information in confidence and will only disclose it to employees and consultants subject to confidentiality obligations similar to those set forth in the Terms of Service. It will not use or disclose the Confidential Information except as provided in the Terms of Service. Both parties agree to protect the other party's Confidential Information with the utmost diligence.

8.3. Personal Data Processing
Faber collects personal data in accordance with the privacy policy incorporated into the Terms of Service.

Faber's Warranties

9.1. Limited Warranty
Faber warrants that it has the power and authority to enter into and perform the Terms of Service and will provide service level commitments commensurate with the Faber Digital Services selected by the End Customer.

9.2. Warranty Exclusion
Faber provides the Faber Digital Services "as is" and excludes all other warranties, express or implied. Unless otherwise agreed, Faber may terminate the provision of Faber Digital Services to End Customers without Subscription at any time without any liability.

End Customer Warranties

10.1. The End Customer warrants that they have full power and authority to enter into and perform the Terms of Service, to avoid practices harmful to Faber or the Faber Digital Services, not to access or manipulate information provided by other users or Faber Resellers, and not to upload harmful material via the Faber Digital Services.

Indemnification
If Faber's Digital Services or any part thereof is subject to a claim for infringement, or at Faber's reasonable discretion is likely to become subject to such a claim, Faber shall have the right, at its option, to: (i) replace Faber's Digital Services and/or Related Components with non-infringing technology that is substantially and functionally equivalent or superior; (ii) modify Faber's 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 Customer to continue using Faber's Digital Services and/or Related Components. Where (a) a court of competent jurisdiction issues an injunction preventing the End Customer 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 Customer will cease using the infringing technology, and Faber will refund the proportionate share of prepaid charges attributable to such technology for the duration of the Subscription Period in which the End Customer is unable to use Faber's Digital Services. This section sets forth Faber's entire liability and obligation, and the End Customer's sole and exclusive remedy, for any actual or alleged infringement of Faber's Digital Services (including Related Components) provided under these Terms of Service.

12.1. End Customer Indemnification
The End Customer agrees that the End Customer's use of Faber's Digital Services, and the use of personal data and information that the End Customer uploads to the Faber's Digital Services site must not: (a) infringe copyrights, patents, trademarks, trade secrets, or other proprietary rights of third parties or rights of publicity or privacy; (b) include any illegal conduct or any violation of any law, judicial or legislative precedent, decree, or regulation (including, by way of example, those governing export control, Terms of Service for Retailers, unfair competition, anti-discrimination, or deceptive advertising); or (c) be defamatory, libelous, unlawfully threatening, or illegally harassing or obscene. The End Customer shall indemnify, defend, and hold Faber harmless from any claims by third parties, including, by way of example, those arising from: (1) End Customer's violation of subparagraphs (a), (b), and (c) of this paragraph; (2) violation of the warranties in section 10; (3) modifications or alterations of Faber's Digital Services; (4) any statements or warranties made by the End Customer regarding Faber's Digital Services. Faber will promptly notify the End Customer in writing of such claim, and the End Customer shall have exclusive control of such defense and all negotiations for any settlement or compromise, although Faber shall provide reasonable assistance upon request and at the End Customer's expense.

Intellectual Property Ownership
13.1 The End Customer acknowledges and agrees that Faber's Digital Service, Related Components, Product Software, and Faber's trademarks, and all rights of ownership therein (including any modifications, improvements, or derivative works, including all feedback regarding the use of Faber's Digital Services and Related Components) shall be and remain the exclusive property of Faber or its licensors. Faber reserves all rights not expressly granted to the End Customer under these Terms of Service. In the relationship between the parties, the End Customer retains all ownership of and rights to Device Data subject to the license granted under section 2.2.

Miscellaneous
14.1. These Terms of Service, and any other reference, attachment, or exhibit, 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 understandings between the parties in respect thereto. Any amendment shall be in writing and signed by the authorized representatives of each party.

14.2. If any provision of these Terms of Service is, for any reason, held to be invalid, illegal, or unenforceable, this shall not affect any other provisions of these Terms of Service. Failure or delay by either party in exercising any right under this document shall not constitute a waiver of such right.

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

14.4. These Terms of Service, and any right or obligation contained therein, may not be assigned or sublicensed by the End Customer, even by operation of law, without the prior written consent of Faber. Faber may assign the rights under these Terms of Service without the consent of the End Customer. Any attempt to assign or transfer in violation of the foregoing shall be void and shall result in the immediate and automatic termination of these Terms of Service. Subject to the foregoing restriction, these Terms of Service are binding and enforceable upon the parties, their successors, and assigns.

14.5. Force Majeure: Except for payment of the fees due under this document, neither party shall be liable for any losses resulting from the delay or interruption in the performance of its obligations under these Terms of Service due to force majeure, acts of governmental authority, hostile acts, terrorism, war, riots, floods, civil unrest, adverse weather conditions, unplanned system downtime, or any other cause beyond the reasonable control of the obstructed party.

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

14.7. Any provision of these Terms of Service that contemplates performance or observance subsequent to any termination or expiration of these Terms of Service, including, by way of example, all provisions relating to confidentiality, limitation of liability, and indemnification, shall survive any termination or expiration of these Terms of Service and shall continue to be in full force and effect.

14.8. Failure or delay by either party in exercising any right under this document shall not constitute a waiver of such right.

Applicable Law / Jurisdiction
15.1 All matters relating to the End Customer's access to or use of the Service, including any disputes, shall be governed by Italian law without regard to any conflict of laws, provisions, or international treaties, including in particular the Vienna Convention on the International Sale of Goods. The competent court 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)