TERMS OF SERVICE FOR FABER DIGITAL 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 is accessible by connecting your Faber Connected Product and/or other device enabled to connect to the Faber Digital Services (such as a mobile handheld device with installed Faber App) to the internet. Any legal relationship between the End-Customer using a Faber Digital Service and products connected to the service and Faber shall exclusively be governed by these Terms and Conditions of Service (the “Terms of Service”).
1.2 The purchase of any Product enabled for the Faber Digital Services (excluding the Product Software) is governed by the terms and conditions the End-Customer agreed upon with the seller when purchasing it; in addition, the limited contractual warranty (terms of which are accessible here: https://www.faberspa.com/en/product-warranty/) provided by Faber also applies for any first-hand purchase of Faber equipment, regardless from which seller the Product is purchased.
1.3 The software embedded in the Product, and any updates thereto (“Product Software”) is licensed and governed by the End User Licensing Agreement of Faber (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 Statement) in connection with such features.
BY SIGNING UP FOR A FABER DIGITAL SERVICE (INCLUDING BY ACTIVATING A FABER DIGITAL SERVICE FUNCTION ON END-CUSTOMER’S PRODUCT OR A FABER APP END-CUSTOMER HAVE DOWNLOADED ONTO A PERSONAL DEVICE OR BY ANY OTHER ACCESSING OF FABER DIGITAL SERVICE OR BY CREATING A FABER DIGITAL SERVICE ACCOUNT), END-CUSTOMER ACKNOWLEDGES THAT END-CUSTOMER IS AUTHORIZED TO ENTER INTO THESE TERMS OF SERVICE, AND IF END-CUSTOMER IS ACCEPTING ON BEHALF OF HIS/HER EMPLOYER OR OTHER ENTITY, END-CUSTOMER REPRESENTS AND WARRANTS THAT END-CUSTOMER HAS THE LEGAL RIGHT TO BIND SUCH ENTITY AND AGREE TO ALL THE TERMS OF THIS TERMS OF SERVICE REGARDING END-CUSTOMER’S USE OF THE FABER DIGITAL SERVICES. IF END-CUSTOMER DOES NOT AGREE WITH THESE TERMS OF SERVICE OR IS NOT AUTHORIZED TO BIND THE END-CUSTOMER TO THESE TERMS OF SERVICE, END-CUSTOMER MAY NOT CLICK ON THE “I AGREE”, “I ACCEPT” OR SIMILAR BUTTON OR CLICK THE “I DISAGREE” BUTTON OR CLOSE THE WINDOW TO STOP CREATION OF AN ACCOUNT IN THE CONTEXT OF FABER DIGITAL SERVICES.
End-Customer further acknowledge and agree that if the Product and/or the Faber Digital Service allows End-Customer to connect the Product and/or the Faber Digital Service to third party services (such as Amazon Alexa, for example) or third party or external devices other than the official Faber Mobile Device App (such as a personal computer, a smart device, an intercom, an external camera or microphone, etc.), any such connection and use possibility is provided strictly on an as-is basis and at End-Customer’s own risk and such use may be subject to such services’ or devices’ providers’ terms and conditions. In no circumstances whatsoever will Faber accept any liability for or in relation to such use of the Product and/or the Faber Digital Services.
The Product will connect itself with Faber Digital Services by way of a Session ID dynamically created at the moment of establishing connection; the Session ID does not allow for the identification of the individual product or the product’s owner (End-Customer) by Faber without unreasonable efforts. Hence, End-Customer acknowledges that all data derived and uploaded from Product and shared with Faber is anonymous or anonymized data and does not constitute personal data.
1.4 Faber is entitled to change the scope of the Services at any time and to modify the current technical requirements and End-Customer undertakes always to use the current version of the Faber Digital Services. The End-Customer is aware and agrees that the Faber Digital Service may also allow managing the Product Software and or the software embedded in respective Ancillary Devices. The End-Customer is also aware and agrees that Faber may introduce new functionalities, features and options to the Faber Digital Service and that such new functionalities, features and options may, at Faber’s discretion, be offered only against additional fee.
2 Definitions
“Ancillary Device” shall mean an End-Customer’s electronic device, whether provided by Faber or not, running Software provided or endorsed by Faber allowing the Ancillary Device to connect, through the internet and/or other connection methods, to both to the Product and to the Faber Digital Service, e.g. a mobile or handheld phone or tablet with installed Faber App, or a Smart Speaker, a stationary Personal Computer with respective software, etc..
“Authorized User” shall have the meaning ascribed to it in Section 5.2.
“Connected Product” shall have the same meaning as “Product” (see below).
“Device Data” shall mean data provided by connected and licensed devices of End-Customer to the Faber Digital Services.
“Documentation” shall mean 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-Customer” shall mean the owner of products enabled for the Faber Digital Service.
“Faber Cloud” shall have the meaning ascribed to it in section 3.3.
“Faber Digital Services” shall mean the various products and services offerings of Faber, which may be updated at any time based on Faber’s sole discretion. Access is password protected, allowing Faber, the End-Customer and its Service Partner to configure settings about their account and software on the coffee machines of End-Customer.
“Product” (or “Connected Product”) shall mean any Cooking Hood or other installed kitchen or household item produced or marketed under the Faber trademark that, according to the Documentation or the Purchase Order, can be connected (directly or via a separate Ancillary Device, as the case may be) to the Faber Digital Service governed by these Terms of Service.
“Purchase Order” shall mean the order form, web form or other document specifying or evidencing the Product or a Subscription purchased by End-Customer, including, as the case may be, related peripheral/accessorials devices purchased or rented and the subscription type (service levels and other options chosen, etc.), fees and subscription period for the Faber Digital Service chosen by the End-Customer, if any.
“Related Components” shall mean hardware devices like connectivity devices, supplied client software (including the object, source code or set-up software) distributed to End-Customer, which enables End-Customer to access and use the Faber Digital Services on its own infrastructure.
“Reseller” shall mean an authorized distributor of Faber Digital Services.
“Subscription” shall mean the payable access to and use of Faber Digital Services in conjunction with one Connected Product for a limited amount of time.
“Subscription Period” shall mean the limited duration of time End-Customer purchases the access to and use of Faber Digital Services through one Connected Product (directly and/or via Ancillary Device(s), as the case may be), as set out in the Purchase Order.
“Term” shall have the meaning attributed to it in Section 6.1.
“Usage Restrictions” shall mean the End-Customer usage limits as outlined in the Faber Digital Services Portal and the Documentation.
3 License Grants
3.1 Subject to payment of applicable fees, if foreseen by applicable Purchase Order, and compliance with these Terms of Service, Faber grants to End-Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Term to access and use a Faber Digital Service as described in the published Documentation. Usage of the Faber Digital Service shall be limited to the selected Faber Digital Service specified in the End-Customer’s Purchase Order for the Product (and in conjunction with the Documentation, as the case may be).
3.2 For all data uploaded from or through Connected Product to and collected and processed by Faber Digital Services during the Term of these Faber Digital Service, including all subscription renewal periods, if any, Faber shall have a non-exclusive, non-transferable, worldwide, perpetual, irrevocable license to collect, analyze or use statistical data relating to the Faber Digital Services in an anonymized (cf. section 1.2 above) form, including all data derived from the Connected Product (“Device Data”) and from the connected Product, for the development, tuning, and scaling of the Faber Digital Services, including the generation of reports for both internal use purposes as well as reports available to the End-Customer, which may, depending on the End-Customer’s chosen Subscription, be offered at an additional cost, and including but not limited to, developing, improving, manufacturing, and marketing its products. Faber will keep all statistical data private, and will not share this data with any third parties (other than its agents and consultants performing services for Faber who are under contractual obligation to maintain the confidentiality of such information), except as an aggregate across multiple Faber End-Customers (for example, advertising the total number of internet connected cooking hoods in operation at a given day sent through the Faber Digital Service).
3.3 End-Customer acknowledges and agrees that during the Term, the types of data set out in the Documentation are uploaded from the Connected Product to servers controlled and accessed by Faber (“Faber Cloud”) and are made available to End-Customer from Faber Cloud through End-Customer’s Connected Product (directly or via an Ancillary Device such as a mobile/handheld device, as the case may be) and to Faber. This data upload enables the functioning of Faber Digital Service and serves the additional purposes set out in the preceding paragraph (cf. 2.2). If End-Customer does not want to share and upload said data, End-Customer’s only remedies are a) to not install the Faber App on Ancillary Device or b) if the App has already been installed, permanently disconnect the Product from the internet connected Wifi. Once the App is installed, it is no longer possible to discontinue uploading the said types of data as long as the Product connects to Faber Digital Services. End-Customer acknowledges and agrees that the Faber Digital Service and the transmission of Air Quality Data to Ancillary Device will not work and certain Product function and features may, partly or in their entirety, not work or be inaccessible if the according Faber App is not installed or de-installed or the Product is disconnected from an internet connected Wifi.
4 License Restrictions
4.1 Except as specifically provided in these Terms of Service, the license grant under these Terms of Service does not permit End-Customer or a third party (directly or indirectly, in whole or in part) to: (a) reverse engineer or attempt to derive the source code from or create derivative works of the Faber Digital Services, or any portion thereof, except as expressly permitted by local law and in such case, solely upon prior written notice to Faber; (b) use the Faber Digital Services in a greater capacity than identified in a Purchase Order and the Documentation; (c) sublicense, distribute or pledge the Faber Digital Services; (d) access, use, or copy any portion of the Faber Digital Services to directly or indirectly develop, promote or support any product or service that is competitive with the Faber Digital Services; (e) lease, rent or commercially share or otherwise use the Faber Digital Services for purposes of third parties; (f) remove any identification, patent, trademark, copyright, or other notice from the Faber Digital Services or any Related Component thereof; (g) use any name, mark, or designation of Faber, or any of its affiliates or licensors or their respective products or services, unless explicitly permitted herein or by Faber in writing (h) interfere with or disrupt the integrity or performance of the Faber Digital Services or third-party data contained therein; (i) attempt to gain unauthorized access to the Faber Digital Services or the related systems or networks, including access to other Faber End-Customer’s data; (j) disclose or publish, without Faber’s explicit prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Faber Digital Services.
4.2 The End-Customer shall be responsible for adhering to specific usage restrictions for the selected Faber Digital Service and any Related Components set out by the Purchase Order or the Documentation.
4.3 Faber reserves the right to block, without liability, any Device Data and End-Customer Account that violates this section or if it is investigating suspected misconduct.
5 Service Delivery, End-Customer Account, New Service Releases
5.1 To use the Services, End-Customer must register for a user account (“Account”) and provide certain information about his-/herself, as prompted by the applicable registration form. End-Customer represents and warrants that: (a) all required registration information that he/she submits is truthful and accurate; (b) he/she will maintain the accuracy of such information; and (c) End-Customer’s use of the Services does not violate any applicable law or regulation (e.g. End-Customer are not located in an embargoed country or is not listed as a prohibited or restricted party under applicable export control laws and regulations). End-Customer is entirely responsible for maintaining the confidentiality of his/her Account login information and for all Activities that occur under his/her Account. End-Customer agrees to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with his/her Account and to maintain the password securely to prevent others from gaining access. End-Customer agrees to immediately notify Faber, if any unauthorized use or suspected unauthorized use of his/her Account, or any other breach of security occurred. Faber is not liable for any loss or damage arising from End-Customer’s failure to comply with the above requirements.
5.2 The End-Customer 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 authorized by the owner to access connected products and the Faber Digital Service of the owner, if any, are all considered Authorized Users. The owner hereby agrees to be fully responsible for all actions taken by the Authorized Users relating to the connected products and account information. As a result, the owner must ensure to only authorize those individuals whom he/she trusts to access his/her Account, Product Software and connected products. Faber will not be liable for any loss or damage arising from unauthorized use of any accounts, usernames or passwords.
5.3 Faber may periodically develop and install patches, bug fixes, updates, upgrades, and other modifications to the Service. Such modifications may be done without notice or asking for consent to maintain the Service at a top performance level. The End-Customer consents herewith to any such automatic update for the duration of the Faber Digital Service’s Term in relation to End-Customer’s Product and End-Customer’s Ancillary Device(s).
5.4 The End-Customer agrees to, if and when notified about such possibility or interactively prompted to do so, to promptly install the latest versions of or patches/updates for the Product Software, and/or any Ancillary Device’s software and/or, if applicable, any supplied client software. Faber excludes any warranty for and any kind of liability whatsoever from the use of any software that has not been updated in accordance with this section 5.2.
6 Term & Termination
6.1 Term
The Term of these Terms of Service shall begin upon acceptance of these Terms of Service.
In the event that no Subscription Period has been agreed when the Product was purchased, these Terms of Service shall govern the use of the Faber Digital Service for as long as End-Customer has access to the Faber Digital Service.
In the event a Subscription Period was agreed, the term of these Terms of Service shall continue until the end of the agreed Term.
In the event that the Parties have agreed in writing that a Subscription would, at the end of a Subscription Period, automatically renew for another such period, the Term continues until a Party terminates the Subscription and hence these Terms of Service in accordance with Section 6.2 below.
6.2 Ordinary Termination
In the event a Subscription would, at the end of a Subscription Period, automatically be renewed for another such period according to the Purchase Order, each Party may terminate these Terms of Service, without cause, upon providing the other party with thirty (30) days prior written notice of termination or non-renewal before the end the current Subscription Period.
6.3 Termination by Faber for Breach
Faber may terminate these Terms of Service and the subscription period without any liability upon notice to the End-Customer if the End-Customer breaches any material term of these Terms of Service and fails to cure such breach within thirty (30) days of the original notice thereof or such other period as may be mutually agreed to by the parties, provided further that in the event a breach is not curable, the Faber may terminate on immediate written notice.
6.4 Automatic Termination by Withdrawal from Purchase
These Terms of Service automatically terminate if End-Customer validly withdraws from any underlying purchase contract related to the Product and end, without notice from Faber or another party End-Customer purchased from, at the moment the contract withdrawal becomes effective.
6.5 Effect of Termination
Upon expiration or termination of these Terms of Service, (a) the subscription period shall cease, and all license rights to use the Faber Digital Services and Related Components, and Faber shall discontinue the provision of the Faber Digital Services, and (b) End-Customer shall immediately pay any outstanding invoices, including fees owed for any outstanding Subscription Period. For the avoidance of doubt, the End-Customer is responsible for payment arising from a Subscription Period (even if an End-Customer key is disabled or a Connected Product or a required Ancillary Device is not active or connected to the Faber Digital Service) under these Terms of Service.
7 Fees / Payment
7.1 The fees for each Faber Digital Service and Related Components (e.g. Service Set-up Fee) are as specified on the Purchase Order.
7.2 Payment: End-Customers are invoiced by Faber for the agreed Faber Digital Services subscription fees, if any.
8 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”) pursuant to this Terms of Service, which the Disclosing Party designates as confidential at the time of disclosure, or a reasonable person should know to be confidential. Notwithstanding the foregoing, the Faber Digital Service, software (object code and source code), the Documentation, training materials, future offerings and products, business plans, investors, pricing, including the fees paid hereunder, user IDs and passwords shall be deemed Confidential Information without any need to designate such information as confidential. Confidential Information shall not include any information which is: (i) already publicly known, (ii) created by the Receiving Party without reference to any Confidential Information, (iii) otherwise known to the Receiving Party through no wrongful conduct of the Receiving Party, (iv) required to be publicly disclosed by law or court order, provided the Disclosing Party is given reasonable advance notice of the obligation to produce Confidential Information, or (v) is required by potential investors or necessary pursuant to acquisition or merger activity directly related to the Receiving Party, as part of the associated due diligence process. Confidential Information shall remain the sole property of the Disclosing Party, and each party acknowledges and agrees that it does not acquire any rights therein.
8.2 The Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence and may only disclose such to employees and consultants on a need to know basis who are subject to confidentiality obligations substantially similar to those set forth in this Terms of Service. The Receiving Party will not use or disclose the Confidential Information of the Disclosing Party except as contemplated under this Terms of Service. Each party agrees to use the same level of care to protect the other party’s Confidential Information from unauthorized use or disclosure as it uses to protect its own such information, but in no event with less than reasonable care. Receiving Party shall, as soon as reasonably practical after discovery a breach of this confidentiality section, report to the Disclosing Party any unauthorized use of, disclosure of or access to the Disclosing Party’s Confidential Information, subject to any reasonable restrictions placed on the timing of such notice by a law enforcement or regulatory agency investigating the incident; and take all reasonable measures to prevent any further unauthorized disclosure or access. The parties shall be entitled to seek injunctive or other equitable relief to be issued by any court of competent jurisdiction. Such injunctive or equitable relief shall not be exclusive remedy for any breach of confidentiality, but shall be in addition to all other rights and remedies available under these Terms of Service or otherwise by law.
8.3 Faber collects personal data when and if the End-Customer or an Authorized User submits it to Faber, through registration, completion of forms or emails, as part of an order for products or services, after-sale support for products or services, inquiries or requests about products being ordered and similar situations. Faber will process such personal data as indicated in the Data Privacy Policy, as amended from time to time and incorporated by reference to these Terms of Service (privacy statement can be found on our website). Faber assumes that this is of mutual interest for our End-Customer and the Authorized User to maintain a good business relationship. In the event that Faber is provided and receives personal data via the End-Customer or a Reseller for such purpose described above, Faber is an independent controller under applicable data protection law.
9 Faber Warranties
9.1 Limited Warranty
Faber warrants it has full power and authority to enter into and perform the Terms of Service. Faber shall provide the service level commitments commensurate with the Faber Digital Services and Related Components selected by End-Customer by means of a purchase order made in writing. Service Levels for the Faber Digital Services are described in the respective Documentation. Faber uses high care to maintain and update the Service supplied and to provide IT security. However, Faber has no responsibility to provide maintenance or support services with respect to the Product, Service, Related Component or any Ancillary Device, whether individual or automated.
9.2 Disclaimer
Except for the express warranty as set forth in this section 9 the Faber Digital Services are provided “as is” and all other express or implied warranties are hereby disclaimed, including but not limited to warranties or assurances of uninterrupted functionality or availability, accuracy, reliability of the Faber Digital Services, including but not limited to the Product’s remote operation and control through the Faber Digital Service, or the completeness of device data or Product sensor data (including of correct, flawless, complete and/or continuous collection, transmission, storage, processing or display of data), fitness of the Faber Digial Services for a particular purpose (such as monitoring of air quality for safety purposes or receiving maintenance or air quality alerts or prevention of mechanical Product defects or wear) or non-infringement in trade. Under no circumstances shall these Terms or the provision of the Faber Digital Services give rise to any warranties or assurances regarding the Product, including but not limited to reliability, uninterrupted or flawless functioning or automated maintenance or repair of the Product or its fitness for a particular purpose.
Unless a specific Subscription Period is agreed between the parties, Faber may at any time discontinue to provide the Faber Digital Service to all End Clients without a chargeable, periodical Subscription for the use of Faber Digital Services without incurring any liability whatsoever.
10 End-Customer Warranties
10.1 End-Customer warrants that he/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 detrimental 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 will abide by and will not circumvent or otherwise disable any security or data protection measures implement by Faber; and (d) will not, and will not permit any third party to, upload, post, email transmit or otherwise make available using the Faber Digital Services any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
11 Limitation of Liability
11.1 FABER’S AGGREGATE LIABILITY TO END-CUSTOMER, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED TO EUR 3000 PER INCIDENT AND CALENDAR YEAR OR ANY FEES PAID UNDER A SUBSCRIPTION BY THE END-CUSTOMER, WHICHEVER IS LOWER. FABER SHALL NOT BE LIABLE TO THE END-CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST INCOME, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, DAMAGES FOR GOODWILL, PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OR IN ANY WAY RELATED TO THESE TERMS OF SERVICE, THE USE OR THE INABILITY TO USE THE FABER DIGITAL SERVICES. IN NO EVENT SHALL FABER BE LIABLE FOR ANY DAMAGES HOWEVER ARISING FROM MANAGING PRODUCT SOFTWARE, RELATED COMPONENTS OR CONNECTED PRODUCTS OR ANY RESPECTIVE ANCILLARY DEVICES AS PROVIDED UNDER THESE TERMS OF SERVICE. THESE LIMITATIONS WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE.
12 Indemnification
If the Faber Digital Services or any part thereof becomes the subject of a claim for infringement, or in Faber’s reasonable discretion is likely to become subject to such a claim, Faber will have the right, at its option, to: (i) replace either or both of the Faber Digital Services and Related Components with non-infringing technology that is materially, functionally equivalent or superior; (ii) modify the either or both of Faber Digital Services and Related Components so to become non-infringing without materially affecting functionality; or (iii) obtain a license for End-Customer to continue using either or both of the Faber Digital Services and Related Components. If (a) an injunction is issued by a court of competent jurisdiction barring End-Customer’s exercise of 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, then End-Customer will cease using the infringing technology and Faber will refund the pro-rata portion of the pre-paid fees attributable to such technology for the amount of the Subscription Period End-Customer is not able to use the Faber Digital Services. This section states the entire liability and obligation of Faber, and the sole and exclusive remedy of End-Customer with respect to any alleged or actual infringement of the Faber Digital Services (including Related Components) provided under this Terms of Service.
12.1 End-Customer’s Indemnification
End-Customer agrees that End-Customer’s use of the Faber Digital Services, and the use of the personal data and information that End-Customer places on the Faber Digital Services site shall not: (a) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) include any illegal conduct or any violation any law, statute, ordinance or regulation (including without limitation those governing export control, Reseller Terms of Services, unfair competition, anti-discrimination or false advertising); or (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing or obscene. End-Customer shall indemnify, defend and hold Faber harmless from any third party claims including without limitation those claims arising from: (1) End-Customer’s breach of the subsections (a), (b) and (c) of this subsection; (2) breach of the warranties as set forth in section 10; (3) modifications or alterations to the Faber Digital Services; (4) any representations or warranties made by End-Customer regarding the Faber Digital Services. Faber will promptly notify End-Customer in writing of such claim, and End-Customer shall have the sole control of such defense and all negotiations for any settlement or compromise, although Faber will provide reasonable assistance in the same at End-Customer’s request and expense.
13 Ownership of Intellectual Property
13.1 End-Customer acknowledges and agrees that the Faber Digital Service, Related Components, Product Software and Faber’s trademarks, and all proprietary rights contained therein, as well as any modifications, enhancements 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 End-Customer in these Terms of Service. As between the parties, End-Customer retains all ownership in and to the Device Data subject to the license granted under section 2.2.
14 Miscellaneous
14.1 These Terms of Service, and any other references, exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior Terms of Services and understandings between the parties concerning such subject matter. Any amendment shall be in writing and signed by authorized representatives of each party.
14.2 If any one or more of the provisions of the Terms of Service shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any of the other portions of these Terms of Service. Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right.
14.3 Faber, at its sole discretion, reserves the right to modify the terms and conditions as set forth under these Terms of Service at any time. In such case, Faber shall notify (via email or other written communication, for example interactively through Connected Product or Ancillary Device) End-Customer of updated Terms of Service available for online acceptance. Faber shall provide End-Customer with at least thirty (30) days to accept the terms of the updated Terms of Service. Once accepted, the updated Terms of Service shall govern the provision of Faber Digital Services upon the commencement of a new month of Faber Digital Services. End-Customer shall be required to accept the updated Terms of Service if End-Customer desires to continue to use the Faber Digital Services.
14.4 These Terms of Service, and any rights or obligations hereunder, shall not be assigned or sublicensed by End-Customer, including by operation of law, without prior written consent from Faber. Faber may assign these Terms of Service without the consent of the End-Customer. Any attempted assignment 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 this restriction, these Terms of Service will be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
14.5 Force majeure: Except for payment for fees due hereunder, neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under these Terms of Service due to any act of God, act of governmental authority, act of public enemy, terrorism, war, riot, flood, civil commotion, severe weather conditions, unplanned system down time, or any other cause beyond the reasonable control of the party delayed.
14.6 Export: Faber Digital Service, Related Components and the Documentation may are subject to export control laws and its associated regulations and may be subject to export or import regulations of other countries. End-Customer hereby agrees that it will not export or re-export the Faber Digital Service, Related Components or Documentation in any form in violation of any applicable export or import laws 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, without limitation, all provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of these Terms of Service and continue in full force and effect.
14.8 Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right.
15 Governing Law / Jurisdiction
15.1 All matters relating to End-Customer’s access to or use of the Service, including all disputes, will be governed by the laws of Italy and without regard to any conflicts of law, provisions, or international treaties, including particularly the Vienna Convention on the Sale of Goods. The legal venue for all disputes arising from the Terms of Service shall be the courts responsible for Fabriano AN, Italy.
Version 1.0, issued by Faber SpA, 12/05/2021, Fabriano (AN)
