VERGE CLUB TERMS OF SERVICE
Last Updated: August 1, 2023
These Terms of Service for the Verge Club, hereinafter referred to as the “Agreement”, apply to your access to and use of the Verge Club (whether online or via the Verge Mobile App (the “Verge App”)) and related services, content, software and applications, including the Verge App (collectively, the “Service”).
Certain additional and/or different terms apply in Estonia, Germany, Italy and any other countries or states provided in Schedule A at the end of this Agreement. The version of this Agreement that applies in the USA includes certain additional terms not included in this Agreement.
By submitting a request to create an account to use the Service and checking the box to confirm your acceptance of this Agreement when prompted to do so, you agree to be bound by the terms of this Agreement. Please read this Agreement carefully prior to submitting a request to create an account to use the Service.
1. PROVIDER OF THE SERVICE
Verge Motorcycles OÜ, a private limited company, registry code 16535648, (“Verge”, “we”, “us”, “our”) is acting as the provider of the Service. Our address is Ilunurme tee 10/1, Liivamäe küla, Jõelähtme vald, 74207 Harju maakond, Estonia and email is email@example.com.
2. REGISTRATION AND ELIGIBILITY
You must be at least the minimum age permitting you to drive a motorcycle in your country in order to use the Service and in any event, at least 16 years old.
We reserve the right to refuse your registration and/or cancel this Agreement if we have reasonable grounds to suspect that this Agreement was entered into in bad faith by you.
You represent and warrant that (i) you are not located in a country that is subject to an European Union (“EU”), Monaco or United States of America (“U.S.”) sanctions or government embargo, or that has been designated by the U.S. Government as a “terrorist supporting country”; and (ii) you are not listed on any EU, Monaco or U.S. Government list of prohibited or restricted parties. We reserve the right to refuse your registration and/or cancel this Agreement at any time in the event that we have reasonable grounds to suspect that you are in breach of these representations and warranties given by you.
3. CREATING AN ACCOUNT
You must create an account to the Service in order to access it. No charges apply to creating an account. However, you are responsible for any other costs and fees you may incur in creating and using the account or the Service, including but not limited to costs for establishing necessary connections.
You can create an account to the Service through our website at www.vergemotorcycles.com (“Website”) or through the link provided in the confirmation email sent to you for your purchase through the Website. Your log-in credentials will allow you to access the Service via the Website or Verge App. The Verge Club content and features available via Website versus via the Verge App may differ.
You must protect your account against misuse and keep the password to your account confidential. You are responsible for the security and integrity of your account, any use of or access to your account, and for all communications and activity in connection with your account. You must promptly notify us through the contact information provided above of any unauthorized use of your account.
Your account to the Service is intended for your personal use only. You may not transfer your account to a third party. If you sell or gift your Verge motorcycle to another consumer, the new owner of the Verge motorcycle must create a new account to the Service for themselves. In such case, you may also be required to release your Verge motorcycle to the new owner and provide us with the contact information of the new owner in order for us to register the motorcycle in the new owner’s name in the Service.
4. USE OF THE SERVICE
4.1 Limited license to use the Service
You can use the Service through our Website and through our Verge App. You may only use the Service in accordance with this Agreement.
The Service is licensed and not sold to you. You are hereby granted a non-exclusive, revocable and nontransferable license to use the Service through the Website and through the Verge App in accordance with this Agreement. We and our licensors own all title and rights to the Service, including but not limited to all patents, copyrights, trademarks, know-how and other intellectual property rights included therein, including in the Website and the Verge App, and any software included therein. You may not reproduce (whether by linking, framing or any other method), transfer, distribute, store, modify, reverse engineer, decompile, disassemble, or create derivative works of, publicly display, or commercially exploit any part of the Service except as necessary to display, download or print (without modification) for your own use.
You may also not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Service.
In case you have violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded to you with respect to the Service may be temporarily or permanently revoked, with or without prior notice to you.
Any commercial use of the Service is strictly prohibited.
All rights in the Service not expressly granted to you by us in this Agreement are retained by us and our licensors.
4.2 Standard services
As part of the Service, you have access to certain standard services which may include:
- enhanced customer service, ability to schedule maintenance and ability to order spare parts or Verge merchandise;
- access to your order status with detailed information on your Verge motorcycle; and
- opportunities to utilize additional perks and limited-time offers which may become available from time-to-time and which you will be notified of through the Service.
The use of the standard services is included in the Service free of charge. We may provide from time-to-time additional free services by notifying you.
You are responsible for creating and maintaining required connections in order to use the Service online and Verge accepts no responsibility for issues with such connections.
4.3 Additional premium services
You may be eligible for premium services available for an additional fee or subscription plan provided through the Service from time to time. We will notify you separately of any such premium services, its terms and conditions, and applicable fees. If you fail to pay the charges applicable as provided, we will terminate your subscription to the premium service you ordered.
4.4 Prohibited Activities
You may not violate or attempt to violate any features or the security of the Service, including, without limitation, (a) probe, scan or test the vulnerability of the Service or any of its components; (b) breach, remove, tamper with or circumvent any security or authentication measures; (c) attempt to interfere with the Service or service to any user, host or network, including, without limitation, via means of submitting a virus to the Service, “overloading”, “flooding”, “spamming”, “mailbombing” or “crashing”; (d) decode or decipher any portion of the Service; (e) any other activity that is unlawful, threatening, fraudulent, or potentially harmful to the Service or Verge; (f) use any software, devices or other processes to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (g) copy, reproduce, distribute, republish, download, display, post, or transmit the Service, or any portion thereof, including any trademarks, service marks, brands or logos featured therein, in any form or by any means except as expressly stated herein.
4.5 Verge App and App Stores
We grant you a license and right to download, install and use a copy of the Verge App on a single mobile device or computer that you own or control and to run such copy of the Verge App solely for your own personal purposes. Furthermore, with respect to any copy of the Verge App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any copy of the Verge App accessed through or downloaded from the Google Play store, you may have additional license rights with respect to use of the Verge App on a shared basis within your designated family group.
You acknowledge and agree that the availability of the Verge App is dependent on the third party from whom you received the Verge App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Verge and not with the App Store. Verge, not the App Store, is solely responsible for the Verge App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Verge App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Verge App. You agree to comply with, and your license to use the Verge App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Verge App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
5. SUGGESTIONS, IDEAS AND USER-CREATED CONTENT
You may propose to us ideas and suggestions for modifications or improvements to all or any part of the Service. By choosing to disclose such idea or suggestion to us, you hereby agree that: (1) your submissions and their contents along with related intellectual property rights will automatically become the property of Verge, unless prohibited by mandatory law, in which case you will grant us a worldwide, non-revocable, transferable, royalty-free license to use your submissions and their contents along with related intellectual property rights valid for the duration of the Agreement without any compensation to you; (2) we may use or redistribute the submissions and their contents for any purpose and in any way on an unrestricted basis during the validity of this Agreement without any compensation to you; (3) there is no obligation for us to review the submissions; and (4) there is no obligation by us to keep any submissions confidential.
During the validity of this Agreement, you agree to grant Verge the right to use any content and data created by you in relation to your use of the Service. Unless prohibited by applicable provisions of mandatory legislation, Verge reserves the right to use any content and data created by you in the Service also after the end of this Agreement.
6. CHANGES TO THE SERVICE
Verge may make changes to the Service and this Agreement from time-to-time and may do so at its discretion. In the event of any changes to this Agreement, we will notify you in writing of such revised Agreement through the Services, by email, or by posting such information to our website.
However, if you are a consumer residing in a country within the EU to which Verge provides its products and services or in Monaco, Verge reserves the right to change this Agreement at any time for the following reasons:
- to maintain or improve the functionality or security of the Service;
- for legal or regulatory reasons;
- to prevent harm or abuse; or
- to reflect changes in our services or how we do business (for example, if we add new services, features, technologies, pricing or benefits or delete old ones).
In such event, we will notify you in writing (which may be by email) of anticipated changes in advance. If the change negatively affects your ability to access or use the Service or creates additional costs to you, the change will become effective if you do not object within four (4) weeks from receiving a notice of the change. You also have the right to terminate this Agreement subject to Section 7 (Termination of the Agreement).
For customers residing in Monaco: Your express consent (via email or by other technical means) will be requested for changes to the Agreement at the latest at the time of the implementation of the changes.
If we change, or add to, this Agreement (including Schedule A) with respect to provisions that do
not apply in your country, we may do so in our discretion without any notice to you.
7. TERMINATION OF THE AGREEMENT
This agreement will remain in force until it is terminated by either party.
Verge may terminate this Agreement and/or suspend your access to the Service by notice in writing to you (which may be by email) if you materially or continuously fail to comply with any terms of this Agreement or if we decide to discontinue the Service.
8. LIMITATION OF LIABILITY
Neither Verge nor its suppliers shall be responsible for any indirect, incidental, special or consequential loss or damages or loss of profit to you relating to this Agreement. The aforementioned does not apply to damage or loss caused by negligence of Verge or its employees or suppliers.
If you are a consumer residing in a country within the EU or Monaco to which Verge provides its products and services, nothing in this Agreement will limit your rights or exclude our liability for any legal responsibility that cannot be limited or excluded by applicable mandatory law.
You agree to defend, indemnify and hold us and our partners, affiliates, service providers, licensors, officers, directors, employees and agents harmless from and against any claims, actions or demands, including but not limited to reasonable legal and accounting fees, alleging or resulting from: (a) your violation of this Agreement; or (b) your violation of our intellectual property rights, any third-party rights or any applicable law when using the Service. This does not apply if you are not responsible for the violation.
10. FORCE MAJEURE EVENT
In the situation of a force majeure event preventing a party (“affected party”) from meeting its obligations under the Agreement, including, without limitation, external events that cannot be averted even by the exercise of the utmost diligence reasonably to be expected, that is not attributable to the sphere of either Party (e.g., natural disasters, pandemics, war or government restrictions), neither party shall be obligated to compensate the other party for any damages or costs caused due to the nonperformance by the affected party.
Verge disclaims any and all warranties, whether express or implied, with respect to anything provided under this Agreement, other than as expressly agreed hereunder. This Agreement does not contain any guarantees regarding uptime or continued availability or that the Service will function uninterrupted or error-free.
You may not, directly or indirectly, create a Verge Club account or use the Service in any jurisdiction or country in which such use is prohibited by any US, Monaco or EU law, rule or regulation.
If a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, the remainder of this Agreement will remain in full force and effect and the unenforceable provision will be deemed to be amended to the extent necessary.
We may assign this Agreement at our discretion to one of our affiliated entities. In this case, you are entitled to terminate the Agreement at any time with immediate effect.
13. APPLICABLE LAW AND DISPUTE RESOLUTION
This Agreement is governed by the laws of Republic of Estonia, without regard to the principles of conflicts of law of any jurisdiction. If you are a consumer residing in a country within the EU or Monaco to which Verge provides its products and services, nothing in this Agreement will limit your rights that cannot be limited or excluded by applicable mandatory law.
Any dispute concerning this Agreement may be dealt with by the non-exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia.
If you are a consumer residing in a country within the EU or Monaco to which Verge provides its products and services, you may bring any dispute concerning this Agreement to the courts of the place where you live. In addition, for consumers residing in the EU, alternative dispute resolution mechanisms may be available. You can access the European Commission’s online platform for online dispute resolution here: http://ec.europa.eu/consumers/odr/.
14. QUESTIONS REGARDING THIS AGREEMENT
If you have any questions regarding this Agreement, do not hesitate to contact us through the contact details provided above.
Country or state specific provisions
In addition to the terms set forth in this Agreement, the country or state specific provisions that are
applicable to you as set forth in this Schedule A will be included in, form a part of this Agreement
and modify your Agreement to the extent set forth in this Schedule A.
ESTONIA. Additional terms applicable in Estonia: Customers who are consumers accept the
conclusion of the Verge Club service agreement and the information thereto to be provided in
GERMANY. For consumers residing in Germany: The following applies in Germany instead of Section 8 of the Agreement (Limitation of liability): In the event of a breach of duty – based on whatever legal grounds – Verge is responsible for willful intent or gross negligence. In the event of simple negligence, Verge is only liable (i) for damage based on injury to life, limb or health, and (ii) for damage based on a breach of a material contractual obligation (obligation whose performance makes the proper execution of the Agreement possible in the first place and on the performance of which the other party usually relies and may rely); in this case, however, liability is limited to compensation for foreseeable damage which typically occurs. The limitations of liability also apply to breaches of duty by legal representatives of Verge and of persons whom Verge uses to perform its obligation.
ITALY. For consumers residing in Italy: Pursuant to Articles 1341 and 1342 of the Italian Civil Code, you accept and expressly agree to Clause 8 (“Limitation of liability”) and Clause 9 (“Indemnity”).
[End of Schedule A]