terms of preliminary reservation
Last Updated: May 11, 2023
Please read these Terms of Preliminary Reservation carefully before making a preliminary reservation. This is only a preliminary reservation for you to indicate your interest in our motorcycles. This is NOT a final reservation to purchase one of our motorcycles. We offer our motorcycles for sale only in selected countries. Please see our Website for the current up to date list of such countries. If you reside in one of those countries, please follow the instructions on the Website to make an actual reservation to purchase a motorcycle in such country.
You are making this Agreement with Verge Motorcycles OÜ in Estonia, in short “Verge”, “we”, “us”, “our”. Your future ordering of and potential purchase of a motorcycle may be with another Verge Motorcycles company.
U.S. CUSTOMERS: PLEASE BE AWARE THAT SECTION 12 (ARBITRATION AGREEMENT – USA), OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES THAT YOU AND VERGE HAVE AGAINST EACH OTHER WILL BE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST VERGE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
You represent and warrant to us that you are at least 18 years of age. If you are accepting these Terms and making a reservation on behalf of a company, organization or entity (an “Entity”), you represent and warrant that you have the authority to bind that Entity to these Terms and such Entity agrees to be bound by these Terms.
2. RESERVATION FEE
As part of the reservation, you will be charged a reservation fee as is indicated in your reservation details, depending on your location and the model of the motorcycle to which this preliminary reservation relates to. The payment of the reservation fee must be completed successfully to validate your reservation. This is a preliminary reservation only and these Terms do not constitute an offer – or an agreement – for the sale of a motorcycle and do not contain the terms specific to a final purchase of a motorcycle, such as price and delivery place and date. The price of the motorcycle is subject to change. You will be contacted later with a separate opportunity to order and arrange for and agree upon the terms for the actual purchase of the motorcycle – see Section 3 immediately below.
The offer to reserve an opportunity to order an electric motorcycle from Verge contemplated by these Terms is not directed at any person in any jurisdiction where (by reason of nationality, residence or otherwise) the access to or availability of such reservation or purchase is prohibited or which would be subject to any restriction, including registration or other requirements within such jurisdiction. Verge reserves the right to limit the ability of such persons to reserve an electric motorcycle. These Terms do not constitute an offer to reserve an electric motorcycle in any jurisdiction where such offer is prohibited.
3. ORDER PROCEDURE
You will be contacted by email before the production at scale of motorcycles for sale to the general market in your jurisdiction. The email will contain an estimate of the time of expected motorcycle availability and also information about the order process including customizable options. Pricing and additional terms and conditions set by Verge for purchase of a motorcycle will be provided as part of the order process. You then will have the option to accept that pricing and proceed with your order within the deadline and according to the terms provided in that email. The delivery location will also be finalized at that time. You will need to select how the final balance (minus the reservation fee, which will be credited against the final purchase amount) will be paid.
To complete the purchase of your Verge motorcycle at that time, you will need to agree to and accept our Terms of Sale (“Final Terms of Sale”), which will include additional terms and conditions, including the final price sheet for the vehicle you ultimately select and which will also include any additional charges, such as for taxes, shipping, title, registration, insurance, customs, duties and other charges. We make no guaranty as to the delivery date of a motorcycle. Your agreement to the Final Terms of Sales may be made with another Verge entity.
Verge reserves the right to change these Terms at any time upon posting of an updated copy of the Terms or otherwise providing notice to you of such updated Terms. If you disagree with any changes to these terms, you are entitled, and your sole remedy will be, to cancel your reservation. For residents of the USA, any amendments to the Dispute Resolution and Arbitration Provision will not apply prospectively if they have a material adverse impact on your rights and you were not given the right to reject the amendment or modification. Verge also reserves the right to modify, alter or change the availability, pricing, specifications, features or design of the bike.
5. CANCELLATION OF RESERVATION
You are entitled to cancel your reservation until the time you have signed or accepted the Final Terms of Sale. We urge you to contact us as soon as possible if you wish to cancel your reservation. The reservation fee will be refunded to you.
Verge may cancel your reservation at any time for any or no reason, for example, to avoid over-subscription, if we suspect you are placing the reservation for commercial and/or resale purposes, or in the event that Verge determines in its sole discretion that it is not able to deliver to your country due to regulatory issues or otherwise. The reservation fee will be refunded to you.
6. LIMITATION OF LIABILITY
Except as otherwise prohibited by applicable law, in no event shall we or any of our affiliates, and their respective officers, employees, licensors and partners be liable to you or any third party for consequential, indirect, incidental, special, exemplary or punitive damages or loss of profit arising out of, relating to, or in connection with this agreement, regardless of (i) whether such damages were foreseeable; (ii) whether or not we were advised of the possibility of such damages; and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
Except as otherwise provided by applicable law, in no event shall our or any of our affiliates, or their respective officers’, employees’, licensors’ and partners’ aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the reservation fee you paid to us pursuant to this Agreement.
The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. In some locations applicable mandatory law may not allow certain of the limitations described above, in which case such limitations will apply to the maximum extent allowed by such applicable law.
Verge disclaims any warranties, express or implied, with respect to the prototype and pre-production motorcycles displayed by Verge on its Website or elsewhere whether before or after you have placed the reservation. You understand and agree that the motorcycle, its design, specifications and features are currently under further development and that the motorcycle that may be available for purchase by you may be different from the prototype and pre-production motorcycles. If for any reason you are unhappy with the final version of the motorcycle to be offered to you by Verge, your sole and exclusive remedy will be to cancel your reservation prior to signing or accepting the Final Terms of Sale.
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.
You may not assign your rights under these Terms without our express prior consent. We may assign these Terms or your reservation fee in our discretion without your consent.
The failure by Verge to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Verge.
9. Force Majeure
Neither Verge nor you will be liable for failing to fulfill any obligation under this Agreement that results from a force majeure event beyond our reasonable control. Such events may include, but are not limited to, pandemics, epidemics, acts of terrorism, war, insurrections, riots, material change in applicable law or regulation or decisions by governmental authorities, unavailability of materials, strikes, or natural or man-made disasters.
10. Applicable law
If you reside in any other country except the USA, these Terms shall be governed by and construed in accordance with the laws of Estonia, without regard to the principles of conflicts of law of any jurisdiction. Except as set forth in the Dispute Resolution and Arbitration Provision below, if you reside in the United States, these Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law of any jurisdiction.
11. DISPUTE RESOLUTION AND ARBITRATION PROVISION
If you reside in any country or territory other than the USA:
Verge and you shall use their best efforts to settle by amicable negotiations any disputes which may occur between Verge and you arising out of or relating to these Terms; the existence, validity, termination, interpretation of any term hereof; and the relationship between Verge and you resulting from any of the foregoing (collectively, “Claims”).
If Verge and you fail to reach an amicable settlement of any Claims within 45 days, any Claim shall be settled by the Harju County Court in Tallinn, Estonia. If are a consumer and you reside in the European Union, Norway, Iceland or Liechtenstein, you may also report your matter on the online platform of the EU Commission: http://ec.europa.eu/odr, where you can also find further information about alternative dispute resolution in business-to-consumer relationships.
12. arbitration agreement – usa
If you reside in the USA, please read this section (the “Arbitration Agreement”) carefully. It
is part of your contract with Verge and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
12.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Verge agree that any dispute, claim, disagreements arising out of or relating in any way to this Agreement or your preliminary reservation hereunder, any communications you receive in connection therewith or the Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Verge may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Verge may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
12.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Verge. If that occurs, Verge is committed to working with you to reach a reasonable resolution. You and Verge agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Verge therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), you and Verge will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Verge that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to firstname.lastname@example.org or regular mail to our offices located at Ilunurme tee 10/1, Liivamäe küla, Jõelähtme vald, 74207 Harju maakond, Estonia. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Verge Club account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
12.3 Waiver of Jury Trial. YOU AND VERGE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Verge are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.4 Waiver of Class or Other Non-Individualized Relief. YOU AND VERGE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Verge agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Verge from participating in a class-wide settlement of claims.
12.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Verge agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Verge Club account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Verge otherwise agree, or the Batch Arbitration process discussed in Section 12.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Verge agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
12.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 12.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
12.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 12.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 12.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 12.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 12.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 12.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
12.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Verge need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
12.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Verge agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Verge by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Verge.
You and Verge agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
12.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Ilunurme tee 10/1, Liivamäe küla, Jõelähtme vald, 74207 Harju maakond, Estonia, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Verge Club account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
12.11 Invalidity, Expiration. Except as provided in Section 12.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Verge as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Verge makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Verge at Ilunurme tee 10/1, Liivamäe küla, Jõelähtme vald, 74207 Harju maakond, Estonia, your continued preliminary reservation following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your preliminary reservation, any communications you receive from Verge, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Verge will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
13. Language of the agreement
Customers who are consumers accept the conclusion of the Agreement and the information thereto to be provided in English.