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Verge Club Terms of Service

These Terms of Service for the Verge Club, hereinafter referred to as the “Agreement”, applies to your access to and use of the Verge Club and related services, content, software and applications (“Service”).

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. 

Please find our contact information at [INSERT WEBSITE ADDRESS TO COMPANY INFORMATION SITE] (standard local rates apply).

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. 

It is necessary that you provide complete and accurate personal information about yourself so that your registration can be processed. The information provided by you is used in accordance with our Privacy Policy [INSERT WEBSITE ADDRESS TO PRIVACY POLICY (FINLAND/ESTONIA)] – 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. Verge is not responsible for any inaccurate or outdated information you have provided. You are responsible for notifying Verge of any changes to this information by contacting us directly at privacy@vergemotorcycles.com.

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.

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.

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 mobile application (“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.

The look and feel of the Service is the copyright of Verge and/or its affiliates. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from us.

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 as listed below:

  • enhanced customer service through the chat functionality available on the Website and the Verge App;
  • 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.

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 from time-to-time and may do so at its discretion. 

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 and any additional applicable terms 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. 

7. Termination of the Agreement

This agreement will remain in force until it is terminated by either party.

You may terminate this Agreement at any time by written notice to us at legal@vergemotorcycles.com, in which case we will suspend your access to the Service, close your account and delete your personal information in accordance with our Privacy Policy. 

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.

For consumers residing in Germany: Please refer to the below instead of the above in this Section 8 (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.

9. Indemnity

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 operational 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.

11. Disclaimer

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.  

When you are using the Service through the Website, in addition to this Agreement, our Website Terms of Use [INSERT WEBSITE ADDRESS TO WEBSITE TERMS OF USE] shall apply. Verge shall not be responsible for any factual errors in the Service that are reasonably obvious to you, or for any technical errors in the Service which are beyond Verge’s reasonable control. 

12. Miscellaneous

You will 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.

15. Language

For consumers residing in Estonia: Customers who are consumers accept the conclusion of the Verge Club service agreement and the information thereto to be provided in English.