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VERGE MOTORCYCLES – WEBSITE TERMS OF USE

Last updated: May 13, 2024

These Website Terms of Use (“Terms”) apply to your use of the website www.vergemotorcycles.com (“Website”). By accessing the Website through any device, platform or third-party service, you agree to be bound by these Terms.

The information provided by you through the Website is used in accordance with our Privacy Policy – please read this document carefully as it helps you understand what personal data we collect, how such personal data is used and your rights relating to your personal data.

U.S. CUSTOMERS: PLEASE BE AWARE THAT SECTION 10 (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.

1. OWNER OF THE WEBSITE

Verge Motorcycles OÜ (“Verge”, “we”, “us”, “our”) is acting as the owner of the Website.

Please find our contact information at Company information.

All pages within this Website and any content and material made available for download, unless otherwise explicitly stated, are the property of Verge, its affiliates, its licensors, or other providers of such material.

All contents and materials on the Website, including without limitation the documents, images, text, audio, and video, and any materials accessed through or made available for use or download through this Website may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes explicitly authorized by Verge.

This Website may be accessed by users globally and may contain references to our products and services that are not available or are prohibited in your country. Such references do not imply that we will make available in your country such products or services or that such products and services may lawfully be used in your country.

The Website may contain links to third-party websites or services that are not owned or controlled by Verge and enable you to access and use certain third-party services. Verge has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Use of any such content, goods or services operated by third parties shall be subject to the relevant third-party’s terms and conditions applicable to such use. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party websites or any product or service provided in connection therewith. You further acknowledge and agree that Verge shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

3. INTELLECTUAL PROPERTY RIGHTS

All rights, title and interest in and to the Website, Verge products and services, and the intellectual property rights, including but not limited to trademarks, designs, copyrights, patents, utility models, logos or trade names, contained therein and relating thereto are owned by or licensed to Verge. Verge and its licensors reserve any and all rights not expressly granted to you under these Terms.

4. DISCLAIMER

Verge disclaims any warranties, express or implied, with respect to the Website and anything displayed by Verge on the Website. You understand and agree that the images and other content regarding products and services, their design and technical features are currently under further development and that the products and services that may be available for purchase on the Website from time-to-time may be materially different from any models, prototypes, pre-production samples and test versions displayed on the Website.

Verge makes no representations or warranties whatsoever as to the correctness or accuracy of the Website and content thereon.

Furthermore, Verge does not provide any guarantees regarding uptime or continued availability or that the Website will function uninterrupted, error-free or virus-free.

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 these terms or your use of the Website regardless of (i) whether such damages were foreseeable; (ii) whether or not we were advised of the possibility of such damages; or (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. Unless otherwise expressly stated, Verge shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through the Website.

Nothing in the Terms will limit or exclude our liability for any legal responsibility that cannot be limited or excluded by mandatory provisions of applicable law.

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.

Applicable to US customers: To the fullest extent provided by law, Verge will not be liable to you for more than the greater of (a) $100; or (b) the remedy or penalty imposed by the statute under which such claim arises.

6. PROHIBITED ACTIVITIES

You may not violate or attempt to violate any features or the security of the Website, including, without limitation, (a) probe, scan or test the vulnerability of our Website or any of its components; (b) breach, remove, tamper with or circumvent any security or authentication measures; (c) attempt to interfere with the Website or service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, “overloading”, “flooding”, “spamming”, “mailbombing” or “crashing”; (d) decode or decipher any portion of the Website; (e) any other activity that is unlawful, threatening, fraudulent, or potentially harmful to the Website or Verge; (f) use any software, devices or other processes to “scrape” or download data from any web pages contained in the Website (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 Website, 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.

You may not use any of Verge’s content on the Website for commercial purposes or otherwise copy or create derivatives of any content, or use the Website for any offensive, obscene or harassing purpose.

7. MISCELLANEOUS

If a court of competent jurisdiction determines that any provision of the Terms is unenforceable, the remainder of the Terms will remain in full force and effect and the unenforceable provision will be deemed to be amended to the extent necessary to be valid, enforceable, and legal.

If you are a consumer residing in a member state within the EU to which Verge provides its products and services, these terms do not affect the rights you are entitled to according to the mandatory consumer protection laws of the country of your residence.

In our sole discretion, we may from time-to-time revise these Terms by updating this posting. You should, therefore, periodically visit this page to review the current Terms, so you are aware of any such revisions. If you do not agree to any changes, you shall stop using the Website. Otherwise, your continued use of the Website constitutes your acceptance of all changes.

Verge reserves the right to transfer any of its rights or obligations hereunder.

8. APPLICABILITY AND ACCESS

The Website is not directed at any person in any jurisdiction where (by reason of nationality, residence or otherwise) the access to or availability of the Website is prohibited or which would be subject to any restriction, including registration or other requirements within such jurisdiction. Verge reserves the right to limit access to the Website to any such persons. Persons who access the Website do so on their own initiative and are responsible for compliance with applicable law.

We reserve the right, in our sole discretion, to terminate your access to all or part of the Website, with or without cause, and with or without notice. All provisions of these Terms which by their nature should survive, shall survive termination, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

9. APPLICABLE LAW AND DISPUTE RESOLUTION

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; your use of the Website; and the relationship between Verge and you resulting from any of the foregoing (collectively, “Claims”).

These Terms are governed by the laws of Republic of Estonia, without regard to the principles of conflicts of law of any jurisdiction. If Verge and you fail to reach an amicable settlement of any Claims within 45 days, any Claim shall be finally settled by the Harju County Court (Harju Maakohus) in Tallinn, Estonia. If you 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.

Notwithstanding the generality of the foregoing, each Party shall have the right to seek injunctive relief or any other temporary measures for a breach of these Terms from the courts of any competent jurisdiction.

If you are a consumer residing in a country within the EU to which Verge provides its products and services, you may bring your Claim 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/.

10. 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.

These Terms are governed by the laws of the State of California, without regard to the principles of conflicts of law of any jurisdiction.

10.1 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 your access to or use of the Website, any communications you receive in connection therewith or the Terms and prior versions of these Terms, including claims and disputes that arose between you and us before the effective date of these Terms (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 these Terms as well as claims that may arise after the termination of these Terms.

10.2 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 info@vergemotorcycles.com 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.

10.3 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 10.1 (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.

10.4 Waiver of Class or Other Non-Individualized Relief. YOU AND VERGE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 10.9 (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 10.9 (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.

10.5 Rules and Forum. These Terms evidence 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 10.9 (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.

10.6 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 10.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

10.7 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 10.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 10.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 10.4 (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 10.9 (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 10.9 (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.

10.8 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.

10.9 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.

10.10 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: Verge Motorcycles OÜ, 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 these Terms 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.

10.11 Invalidity, Expiration. Except as provided in Section 10.4 (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.

10.12 Modification. Notwithstanding any provision in these Terms 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 the address provided in Section 10.10 above, your continued use of the Website 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 these Terms 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 use of or access to the Website, any communications you receive from Verge, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) 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 these Terms.

11. LANGUAGE

For consumers residing in Estonia: Customers who are consumers accept that these Terms and the information thereto are provided in English.