By using the System and the Verge motorcycle, you agree to be bound by the terms of this Agreement. Please read this Agreement carefully prior to using the System for the first time. As used in this Agreement, “you” and “your” means any person accepting this Agreement as specified below, and any Authorized User. “Authorized User” means any authorized user of the motorcycle, as well as any other individual or entity who may access or use the System (including any new owner of the motorcycle). Each Authorized User shall comply with the terms of this Agreement regardless of whether such Authorized User individually reviews this Agreement. You are responsible for ensuring that all Authorized Users comply with the terms of this Agreement.
1. PROVIDER OF THE SYSTEM
Verge Motorcycles OÜ, a limited liability company, registry code 16535648, is acting as the provider of the System.
Please find our contact information at Company Information (standard local rates apply).
2. LICENSE TO USE THE SYSTEM; RESTRICTIONS ON USE
The title, ownership, and any rights to the System and to any data and results generated therefrom and to derivations, are upon creation vested in Verge (or its third-party right holders). Unless expressly otherwise stated in this Agreement, you are not granted any rights to the System. All rights not expressly granted hereunder are expressly reserved.
Subject to compliance with this Agreement and any other terms governing your use of the electric motorcycle, Verge grants to you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to use the System solely as installed and as updated by Verge and/or its partners. This license is limited to your personal and non-commercial use of the System in connection with the electric motorcycle.
You agree to use the System in accordance with this Agreement and any other applicable terms and instructions we may provide you, which are intended to complement this Agreement, including but not limited to Verge’s reasonable directions and requests in order to maintain the safety and security of the System.
You agree to use the System in compliance with all applicable laws and authority decisions and orders. You may not use the System in violation of any third-party rights.
You are not permitted to copy, modify, amend, translate, adapt, distribute, or in any manner create derivative works or improvements of the System, or distribute or disclose contents therefrom. Further, you may not attempt to derive or gain access to the source code of the System, whether by way of reverse-engineering, decoding, decompiling, disassembling or otherwise. You may not remove or modify any trademarks or any notices in the System concerning intellectual property or proprietary rights.
You are not permitted to remove, disable, or circumvent any copy protection, rights management, or security features protecting the integrity of the System. You are not permitted to use the System for purposes of competitive analysis of the System, the development of a competing software product or service, or any other purpose that is to Verge’s commercial disadvantage.
The user license and any other rights granted to you hereunder will automatically terminate upon termination or expiry of this Agreement.
If you are a natural person residing in a country of the European Union (“EU”) to which Verge provides its products and services, the restrictions on use – as imposed on you and/or Authorized Users by this Agreement and/or any other applicable terms and instructions we may provide – are without prejudice to rights expressly provided under mandatory provisions of applicable EU and/or EU Member States’ intellectual property laws, strictly within the limits thereof and as long as evidence of all requirements therein being actually met is provided to us by you and Authorized Users without delay.
3. LICENSE TO THIRD-PARTY PROPERTY
You acknowledge that Verge will not be liable for your use of any third-party software or content. You are not permitted to access or use any third-party software incorporated into the motorcycle which may have been disabled, blocked or otherwise made un-accessible by Verge, such as the operating system of the tablet and other proprietary software of the tablet manufacturer which may be incorporated into the tablet. In the event that you use such third-party software, you must accept the terms applicable.
4. SYSTEM CHANGES AND UPDATES
Verge may make changes to the System from time-to-time in order to maintain the System in accordance with this Agreement. To the maximum extent permitted by the applicable law, we retain the right to terminate, discontinue, or modify any features or functions of the System at any time in accordance with this Agreement.
Verge may from time to time provide or make available updates or enhancements to the System. Such updates or enhancements and changes are deemed part of the System. You are solely responsible for downloading and installing any updates to the System and acknowledge that Verge will not be liable for any issues in the System arising from your failure to install any mandatory updates. Some functionalities or features of the System may not work or may become disabled in the event that you fail to install the updates. Verge and its service providers and suppliers may provide some or all updates through an over-the-air (“OTA”) process using your motorcycle’s wireless communication technology. You consent to the use of OTA technology to deliver updates.
We will provide updates to the System for at least as long as mandated by the applicable laws. After such period of time, we may choose to discontinue the provision of updates to the System.
5. LIMITATION OF LIABILITY
Under no circumstances will Verge be held liable for any indirect, punitive, exemplary, incidental, special or consequential damages or loss of profit arising out or related 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 of the EU to which Verge provides its products and services or in Monaco, 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.
For consumers residing in Germany: Please refer to the below instead of the above in this Section 5 (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.
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 laws when using the System. This does not apply if you are not responsible for the violation.
7. NO WARRANTIES; AVAILABILITY
The System is provided on an “AS IS” basis without warranties of any kind, whether express or implied. Without limiting anything provided in this Agreement and to the fullest extent permitted by law, Verge disclaims any and all warranties regarding the System, including but not limited to warranties for fitness for a particular purpose or warranties for availability, accuracy, security, merchantability or non-infringement; and warranties that may arise out of course of dealing, course of performance, usage, or trade practice.
If you are a consumer residing in a country within the EU to which Verge provides its products and services or in Monaco, nothing in this Agreement will limit your rights on the legal warranties that apply to you and which cannot be limited or excluded by applicable mandatory law.
You acknowledge and agree the use of the System to be at your own risk. The functionality of the System is not guaranteed and may be subject to wireless network connectivity. We do not guarantee that the System will be available to you at all times or in all areas. We will not be liable to you based on unavailability of the System in any given location or at any given time.
8. CHANGES TO THIS AGREEMENT
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 the Agreement and any additional applicable terms at any time for the following reasons:
- to maintain or improve the functionality or security of the System;
- for legal or regulatory reasons;
- to prevent harm or abuse; or
- to reflect changes in our products or services or how we do business (for example, if we add new products, services, features, technologies, pricing or benefits or delete old ones).
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 System 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 have the right to terminate this Agreement subject to Section 9 (Termination).
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.
This agreement will remain in force until it is terminated by either party as provided below.
You may terminate this Agreement at any time by permanently ceasing to use the System.
Verge is entitled to terminate this Agreement and any applicable additional terms upon notifying you if:
- you materially or continuously breach this Agreement or any other applicable additional terms; or
- you violate intellectual property rights of Verge or any third parties.
Terms of this Agreement which by their nature extend beyond termination of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement.
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.
11. 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 member state within the EU to which Verge provides its products and services or Monaco, 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 to which Verge provides its products and services or Monaco, 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/.
12. QUESTIONS REGARDING THIS AGREEMENT
If you have any questions regarding this Agreement, do not hesitate to contact us through the contact details provided above.
13. CLAUSES SUBJECT TO SPECIFIC APPROVAL UNDER ART. 1341 AND 1342 OF THE ITALIAN CIVIL CODE
For consumers residing in Italy: Pursuant to Articles 1341 and 1342 of the Italian Civil Code, you accept and expressly agree to Clause 5 (“Limitation of liability”) and Clause 6 (“Indemnity”).
For consumers residing in Estonia: Customers who are consumers accept the conclusion of the Agreement and the information thereto to be provided in English.