Terms and Conditions

Terms and Conditions

Website Terms and Conditions

Last Updated: May 21, 2020

1. Introduction.

Welcome to the Verge.io, LLC (“Verge.io,” “us,” “we,” “our”) website located at www.verge.io (the “Verge.io Website”). These Website Terms and Conditions (“Terms”) are a binding, contractual agreement between you and Verge.io and govern your use of our online services, including the Verge.io Website, the Materials (as defined below)), and any other websites or services provided by Verge.io that link to or expressly reference these Terms (collectively, the “Services”). Some parts of the Services may have other terms, guidelines, or rules, and if you use or access those parts, those additional terms will also apply and are incorporated herein by reference.

Please read these Terms, the Privacy Policy, and any other policies and notices on the Verge.io Website carefully. Collectively, these materials contain terms, rules, and other guidelines related to your use of the Services.

By accessing, browsing, linking to, or otherwise using the Verge.io Website or by using the Services, you are irrevocably agreeing to all of the terms and conditions of these Terms. By accepting these Terms, you (a) acknowledge that you have read, understand, and agree to be bound by all of these Terms; and (b) represent that you are of legal age to form a binding contract and you are legally competent to agree to and comply with these Terms.

If you do not agree with any of the terms and conditions of these Terms, you may not use the Services or access the Verge.io Website.

Verge.io reserves the right to change, update, add, or remove provisions of these Terms at any time by posting the updated Terms on the Verge.io Website, along with a notice of the updated Terms. By using the Verge.io Website after Verge.io has updated the Terms, you are agreeing to the updated Terms. If you do not agree with any of the updated Terms, your only recourse will be to stop using the Verge.io Website.

2. How to Contact Verge.io.

If you have any questions, comments, concerns, or wish to report a violation concerning these Terms, our Privacy Policy, or any other terms, guidelines, or rules, please contact Verge.io at the following:

Mail

Verge.io, LLC

Attn: Legal – Website Terms and Conditions

1750 S. Telegraph Road, Suite 200

Bloomfield Township, MI 48302

E-mail

legal@verg.io

Subject: Website Terms and Conditions

You may not use the contact information provided for unauthorized purposes, including solicitations and marketing.

3. Privacy Statement and Communication

3.1. Policy.

 We care about your privacy. The information you provide to us through the Services is subject to our Privacy Policy, as it may be updated from time to time. Please review our Privacy Policy to learn more about how we collect, disclose, and use your personal information.

3.2. Communication Means.

 We may communicate with you through one or more of the following means: mail, landline phone, cellular phone, e-mail, and text message. By providing us with your mailing address, landline phone number, cellular phone number, or your e-mail address, you consent to us using such means to contact you.

3.3. Communicating Electronically.

 When you use the Verge.io Website or send communications to us through the Verge.io Website, to our e-mail, or a similar electronic method, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Verge.io Website and our other Services. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you will be deemed delivered and effective when sent to the e-mail address you provide to us.

3.4. Authorization to Send Text Message and Make Automated Phone Calls.

(a) You understand that in order to contact you more efficiently, we may at times contact you using autodialed or prerecorded message calls or text messages at the telephone number(s) (including a wireless number or ported landline phone number) you provided to us. We may place such calls or texts to (i) provide you with the Services you requested; (ii) discuss any past, current, or future Services provided by us; (iii) discuss the accounting, billing, or financial information for past, current, or future Services provided by us; or (iv) address collection of any past due amounts. You agree that we and our service providers, may contact you using autodialed or prerecorded message calls and text messages to carry out the purposes we identified in these Terms, our Privacy Policy, and any other applicable terms, guidelines, or rules. We may share your contact information, including your wireless number, with service providers with whom we contract to assist us in pursuing these interests.

(b) You understand that your telephone company may charge you for telephone minutes and to send and receive text messages.

(c) You do not have to consent to receive autodialed or prerecorded message calls or texts to receive Services from us. Where we are required to obtain your consent for such communications, you may choose to revoke your consent by unenrolling from the relevant Service using the means provided (for example, you may unenroll from automated texts by following the appropriate text messaging prompts). If you have any questions, please contact us using one of the means identified in Section 2 (How to Contact Verge.io).

3.5. Use by Children.

 The Verge.io Website and the Services are intended to be used by individuals who have reached the age of majority in their home jurisdiction (generally 18 years of age and older). If you are under the age of majority in your home jurisdiction, please do not use or access the Verge.io Website or use the other Services. The Services are not intended for use by minors.

4 License and Usage Rights and Restrictions.

4.1. Limited Right to Use the Services.

(a) Subject to your full and on-going compliance with these Terms, Verge.io grants you non-exclusive, non-sublicensable, non-transferable, revocable, limited right and license to enter and use the Verge.io Website (i) if you are a consumer, for your own personal purposes, or (ii) if you are a business, for your own internal business purposes (with (i) and (ii) collectively as the “Purpose”).

(b) Subject to your full and on-going compliance with these Terms, Verge.io grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited right and license to access, copy, download, and print the material, such as, for example, product descriptions, blog posts, and similar materials, purposely made available by Verge.io for downloading and printing (collectively, the “Materials”), for the Purpose, provided (i) you obtained lawful and authorized access to the Services; (ii) you do not modify, obscure, or delete (including through selectively copying or printing material) any copyright, trademark, trade secret, government restricted rights, or other proprietary or confidentiality notices or legends that appear on the Materials; and (iii) you do not make any additional representations or warranties relating to such Materials.

4.2. Ownership of Content.

 You acknowledge and agree that all tangible and intangible content, data, and information on the Verge.io Website or otherwise made available through the Services, including, without limitation, algorithms, audio-visual works, charts, compilations, conceptions, copyrights, databases, designs, developments, diagrams, discoveries, formatting, forms, graphics, graphs, images, logos, lists, logic, Materials, methodologies, models, processes, routines, schematics, screen designs, sketches, software and its object and source code, sounds, system designs, techniques, templates, text, tools, trademarks, user interfaces, Verge.io logos, and visual interfaces, and the coordination, design, expression, ‘look and feel’, selection, structure, and any and all arrangement thereof together with any improvements and modification therein (collectively, the “Content”), is the exclusive property of and owned by Verge.io or its licensors and is protected by copyright, trademark, trade dress, and various other intellectual property rights and unfair competition laws throughout the world. You will not modify, obscure, or delete (including through selectively copying or printing material) any copyright, trademark, trade secret, government restricted rights, or other proprietary or confidentiality notices or legends that are (i) placed or embedded by Verge.io or its licensors on any of the Licensed Materials, or (ii) displayed when the Verge.io Website or any software is run. You will not make any additional representations or warranties relating to the Licensed Materials. Nothing on or in the Licensed Materials will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any logo, service mark, or trademark displayed on the Licensed Materials without the owner’s prior written permission, except as otherwise described in these Terms. Verge.io will be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Licensed Materials. Verge.IO® is a registered trademark of Verge.io. Other product or company names referred to on the Licensed Materials may be trademarks of their respective owners.

4.3. Restrictions.

 Verge.io, its suppliers, and its licensors retain all rights, title, and interest in and to the Services, the Content, and any and all intellectual property rights therein. Your rights to the Services, Content, and Materials (collectively, the “Licensed Materials”) are limited to those expressly granted to you in these Terms and all rights not expressly granted to you in these Terms are reserved. Any unauthorized use of the Licensed Materials or any portion thereof automatically and immediately terminates the licenses granted by Verge.io pursuant to these Terms. Except as expressly permitted in these Terms, you will not: (a) copy or reproduce the Licensed Materials in whole or in part or access or use the Licensed Materials in any way other than as expressly permitted in these Terms; (b) modify, translate, or create derivative works of the Licensed Materials or any portion thereof; (c) decompile, decrypt, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of the Verge.io Website or a software application made available as part of the Services is compiled or interpreted, and you hereby acknowledge that nothing in these Terms will be construed to grant you any right to obtain or use such source code; (d) assign, distribute, grant a security interest in, lease, loan, rent, sell, share, sublicense, timeshare, use for service bureau purposes, or otherwise transfer the Licensed Materials; (e) divert, export, re-export, or transfer the Licensed Materials to any country that is embargoed by the United States or designated by the U.S. Government as a “terrorist supporting” country; (f) access or use the Licensed Materials for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking purpose, including authorizing or undertaking a penetration test, vulnerability scan, social engineering test, or any other similar activity against the Verge.io Website, any Service component, Verge.io, or any of Verge.io’s vendors or licensors; (g) interfere with or attempt to interfere with the proper functioning of the Verge.io Website, any Service component, Verge.io, or any of Verge.io’s vendors or licensors, including subverting or attempting to subvert embedded security controls or licensing restrictions; (h) access or use the Licensed Materials to develop content, data, features, functionality, graphics, or a service similar to or competitive with any component of the Licensed Materials; (i) access or use the Licensed Materials, or any part thereof, for any reason if you are, or are acting on behalf of or in collaboration with, a competitor of Verge.io, including to develop, design, or market products, content, features, or functionality similar to or competitive with the Services; (j) use the Licensed Materials to incorporate or attempt to incorporate or integrate the Licensed Materials or any portion thereof into any application, service, or offering in any manner (including, without limitation, through frames or framing techniques), whether such use is directly or indirectly competitive to the Services and even if such product or service is not made available commercially; (k) violate these Terms or other terms, guidelines, or rules that are applicable to the relevant Services; or (l) authorize, assist, or cause any third party to do any of the foregoing. You agree and understand that the restrictions in this Section 4.3 apply (i) to any component of the Licensed Materials that is relevant to the restriction; and (ii) to the fullest extent permissible under applicable law. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop.

4.4. Prohibited Conduct.

 You expressly agree to refrain from doing, either personally or by authorizing, assisting, or causing any third party to do, any of the following: (a) use any device or other means to harvest or attempt to harvest information about other users; (b) transmit, install, upload, or otherwise transfer any “viruses,” “time bombs,” “malware,” worms, trojans, malicious software or any code that is designed to deactivate, delete, disable, interfere with, or otherwise harm or disrupt the Services or that in any way affects the use, enjoyment, or service of the Services, the Verge.io system, or any user’s mobile device, computer, or other medium used to access the Services or the Verge.io information technology systems; (c) modify the information, including headers, found on the Services; (d) install, transmit, upload or otherwise transfer to the Services any unauthorized advertisement or communication; (e) engage in any action that Verge.io determines in its sole discretion is detrimental to the use and enjoyment of the Services or the Verge.io information technology systems; or (f) install, post, transmit, upload, or otherwise transfer any information in violation of the laws of the United States. Further, you may not use any hardware or software intended to damage or interfere with the proper functioning of the Services or the Verge.io information technology systems or to intercept any system, data, or personal information from the Services or the Verge.io information technology systems, whether surreptitiously or otherwise without express authorization from Verge.io.

4.5. Feedback.

(a)    You agree that submission of any Content corrections, documents, error identification, ideas, improvements, modifications, proposals, or suggestions (collectively, the “Feedback”) to Verge.io through its suggestion form, feedback form, forum, wiki, support e-mail, support calls or conference calls, meetings, or similar means is at your own risk and that we have no obligations (including, without limitation, obligations of confidentiality or use) with respect to such Feedback. You hereby grant to Verge.io a perpetual, fully paid, royalty-free, irrevocable, sublicensable, transferable, worldwide, and nonexclusive right and license to adapt, copy, disclose, display, distribute, modify, perform, reformat, use, create derivative works of, and otherwise exploit any and all Feedback for any legally permitted purposes, commercial or otherwise, without acknowledgment or compensation to you. Do not send Feedback to Verge.io if you expect to be paid or want to continue to own or claim rights in such Feedback.

(b)    Further, to the extent any improvements, modifications, or updates to or derivative works of any of the Services are developed by Verge.io based on the joint effort or collaboration between you and Verge.io (collectively, the “Joint Works”), you hereby irrevocably assign, convey, and transfer to Verge.io all of your rights, title, and interest of any nature, in and to any Joint Works together with all copyrights, trade secrets, trademarks (and any goodwill), patents, and all other intellectual property rights in and to any such Joint Works in the United States and all other countries and jurisdictions of the world, including, without limitation, all exclusive rights granted to an author or owner under the copyright laws of the United States, foreign countries and international copyright conventions, all ancillary rights arising therefrom, all other rights of any nature and in any media, whether now known or hereafter devised, throughout the world, and the right to sue and recover for any past infringement of any such rights.

4.6.      Responsibility for Submissions.

(a)    To the extent that we allow submissions on or through the Verge.io Website, you acknowledge that you are responsible for any material you may submit via the Verge.io Website, including the copyright, legality, reliability, appropriateness, and originality of any such material.

(b)    You represent and warrant (and Verge.io is relying on your representation and warranty) that (i) you own or otherwise control all the rights or have sufficient rights to the Feedback and other information you submit or otherwise provide to us (collectively, the “Submitted Information”) or that such items are known to you to be in the public domain; (ii) the Submitted Information is accurate and is not confidential, proprietary, or infringing of any third-party intellectual property rights; (iii) our or our vendors or licensors use of the Submitted Information does not violate any provision in these Terms, third-party intellectual property rights, or terms you may have agreed to with a third party; (iv) the Submitted Information does not constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability; (v) the Submitted Information is not defamatory, fraudulent, harassing, invasive of privacy or publicity rights, libelous, obscene, pornographic, or threatening; (vi) you do not and the Submitted Information does not violate any applicable law, statute, ordinance, or regulation; and (vii) you are not listed on any U.S. Government list of prohibited or restricted parties, including the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any list of known or suspected terrorists, terrorist organizations or other prohibited persons.

4.7. Right to Remove Material, Disable Features, and Suspend Access.

 Verge.io reserves the right, without notice and in our sole discretion, to suspend or terminate your license to use the Verge.io Website, Content, and other components of the Services, to terminate your rights under these Terms, and to block or prevent future access to and use of the Services and Content. Verge.io further reserves the right to do any of the following, at any time, for any reason, and without notice: (a) to modify, suspend, or terminate operation of or access to the Licensed Materials, or any portion of the Licensed Materials, including, without limitation, disabling all or any social media features and any links; (b) to modify or change the Licensed Materials, or any portion of the Licensed Materials, and, except as otherwise provided in these Terms or our Privacy Policy, modify or change any applicable policies or terms; and (c) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or make other changes.

5. Hyperlinks and Third-Party Websites.

5.1. Hyperlinks.

 The Licensed Materials may contain hyperlinks to other websites and may include content of third parties (collectively, “Third-Party Content”). The Third-Party Content is provided as a convenience to you and the hyperlinks are provided as an additional avenue of access to the information contained on such websites. Verge.io does not control, does not adopt, and is not responsible for the information or materials in the Third-Party Content or of any other websites or any products or services that may be offered through those or any other websites and does not endorse such content, goods, or services. Verge.io can make no guarantee as to the accuracy or completeness of Third-Party Content and undertakes no responsibility to update or review such Third-Party Content. Your use of Third-Party Content is at your own risk.

5.2. Websites.

 Verge.io has no control over third-party websites and makes no claim or representation regarding such websites. Verge.io accepts no responsibility for the content, nature, reliability, or quality of any websites accessible by hyperlink from the Licensed Materials. Different terms and conditions may apply to your use of any linked sites. For example, Verge.io may include a link for you to connect with us on Facebook or to follow us on Twitter; and each of these companies has its own terms and conditions which you may be required to accept and follow. Verge.io is not responsible for any losses, damages, or other liabilities incurred as a result of your use of any linked websites. You should refer to such websites’ respective privacy policies and terms and conditions. Your use of third-party websites is at your own risk.

6. Intellectual Propert Right Infringement.

6.1. Notification of Copyright Infringement.

 Verge.io respects the intellectual property rights of others and requests that you do the same. If you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, you may notify Verge.io through one of the avenues identified in Section 2 (How to Contact Verge.io) with attention to Copyright Agent. To be effective, your notification must be in writing, include your contact information, be provided to our copyright agent, and include: (a) the signature of a person authorized to act on the copyright owner’s behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing, including references to the location of the material on the Services; and (d) comply with all other requirements of the Digital Millennium Copyright Act (“DMCA”), if any. Under the DMCA, we are required to take reasonable steps to notify the entity who posted the allegedly infringing content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a Counter-Notice in accordance with Section 6.2 (Counter-Notice Procedures). On receiving a Counter-Notice, we may restore the allegedly infringing content unless we receive notice from the original notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity. Notices and Counter-Notices are legal notices distinct from regular Verge.io Website activities or communications. Anyone making a false or fraudulent notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.

6.2. Counter-Notice Procedures.

 If you believe that material you posted on the Verge.io Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification (“Counter-Notice”) with us through one of the avenues identified in Section 2 (How to Contact Verge.io) with attention to Copyright Agent. Pursuant to the DMCA, the Counter-Notice must include substantially the following: (a) your name, address, telephone number, and physical or electronic signature; (b) identification of the material that was taken down; (c) the online location of the material before it was taken down; (d) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification; and (e) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Verge.io Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Verge.io Website with the complaint at issue.

6.3. Notification of Other Intellectual Property Infringement.

 If you believe your non-copyright intellectual property rights were infringed (e.g., trademark rights), please notify us in writing to the e-mail address or mailing address provided in Section 2 (How to Contact Verge.io) with attention to Legal – Notice of Intellectual Property Infringement.

6.4. No Duty to Validate Claim.

 Verge.io undertakes no duty to determine the validity of any claim of copyright, patent, or trademark infringement or any other infringement of intellectual property rights. Verge.io reserves the right to remove any and all content from the Licensed Materials without any notice to you.

7. Indemnification.

You agree to indemnify and hold Verge.io and its parents, subsidiaries, and affiliates and its and their respective directors, officers, shareholders, employees, agents, representatives, service providers, licensors, assigns, and successors-in-interest (collectively, the “Verge.io Parties”) harmless from and against any claims, damages, demands, liabilities, losses, government investigations, reasonable costs, and reasonable expenses, including, without limitation, reasonable attorneys’ fees, relating to or arising out of: (a) any data or information you submit to or through the Services, including, without limitation, the Submitted Information; (b) your use of, or inability to use, the Services; (c) your violation of these Terms, including any warranty that you provided herein; (d) your violation of any rights of another party, including, without limitation, AN ACTION ALLEGING INFRINGEMENT OF COPYRIGHT OR OTHER PROPRIETARY RIGHTS; or (e) your violation of any applicable laws, rules, or regulations in connection with your use of or access to the Licensed Materials. Verge.io reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Verge.io in asserting any available defenses.

8. Dislcaimer of Warranties.

8.1. General Disclaimers.

 You expressly understand and agree that to the fullest extent permitted by applicable law, your use of the Licensed Materials is at your sole risk and the Licensed Materials are provided on an “as is” and “as available” basis, with all faults and without warranty of any kind. To the fullest extent permitted by applicable law, the Verge.io Parties (including any predecessors in interest) expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, relating to the Services or any other Licensed Materials, whether provided or owned by Verge.io or by any third party, including, without limitation, the implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from computer viruses, and warranties implied from a course of performance, course of dealing, or usage in trade. The Verge.io Parties (including any predecessors in interest) make no warranty, representation, or condition that: (a) the Licensed Materials will be uninterrupted, timely, or error-free or that the results of using the Services will meet your requirements; (b) that the Licensed Materials will be secure; (c) any errors in the Licensed Materials will be corrected; or (d) that your use of the Licensed Materials will not result in the loss of, or damage to, your information, information technology network, devices, or any other equipment you use to access the Licensed Materials. The Verge.io Website and the delivery of other Licensed Materials may be subject to delays, cancellations, and other disruptions.

8.2. No Warranties Created.

 No advice or information, whether oral or written, obtained by you from the Verge.io Parties or through or from the Licensed Materials will create any warranty of any kind. Each of the Verge.io Parties disclaims any and all lability for the acts, omissions, and conduct of any third parties in connection with or related to your use of the Licensed Materials.

8.3. Impact of Jurisdiction and Relief.

 In certain jurisdictions, the law may not permit or may limit the disclaimer of warranties, so the disclaimers set forth in this Section 8 (Disclaimer of Warranties) may not apply to you and may be limited in its application. Termination of your access or use of the Licensed Materials will not waive or affect any other right or relief to which Verge.io may be entitled at law or in equity.

8.4. Access Outside of the United States.

 While we recognize that it is possible for you to obtain access to the Licensed Materials from any jurisdiction in the world, and we have no practical ability to prevent such access, we provide the Licensed Materials for use only by persons physically located within the United States. We make no representation that products, services, or material described in the Licensed Materials are appropriate or available for use in locations outside the United States. Those who choose to access the Licensed Materials from other locations do so on their own initiative and are responsible for compliance with local laws. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

9. Limitation of Liability.

9.1.  No Special Damages.

 To the fullest extent permitted by applicable law, in no event will the Verge.io Parties (including any predecessors in interest) be liable to you, your representatives, or any of your agents for any consequential, exemplary, incidental, indirect, punitive, special, or other damages including, without limitation, any damages resulting from loss of use, data, goodwill, reputation, or savings, or lost profits, or cost of procurement of substitute goods or Services, or failure to provide notice or alert, whether or not the Verge.io Parties have been advised of the possibility of such damages, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or the Services, on any theory of liability (whether such liability is based on contract, tort, negligence, or any other cause of action, including the failure of essential purposes, even if we have been notified of the POSSIBILITY OR likelihood of such damages OCCURRING), resulting or arising from (a) the use or inability to use the Licensed Materials; (b) any other website you access through a link on the Licensed Materials; (c) your access to, use of, or reliance on any of the Licensed Materials or any errors or omission in any of the Licensed Materials; (d) any unauthorized access to or use of the Services or any of the Verge.io Parties servers and any and all personally identifiable or individually identifiable information stored therein; or (e) any bugs, malware, viruses, or any harmful code that may be transmitted to or through the Licensed Materials or the Verge.io Parties network by any third party.

9.2. Cap on Liability.

 To the fullest extent permitted under applicable law, if, notwithstanding the other provisions of these Terms, Verge.io is found to be liable to you or any third party for any damage or loss that arises out of or is in any way connected with your use of the Licensed Materials or these Terms, Verge.io’s liability to you or any such third party will in no event exceed US$10.00.

9.3. Basis of the Bargain.

 The disclaimers, exclusions, and limitations of liability set forth in these Terms form an essential basis of the bargain between Verge.io and you, and, absent any of such disclaimers, exclusions, or limitations of liability, you understand and agree that the provisions of these Terms, including, without limitation, the economic terms, would be substantially different.

10.    General Terms.

10.1. Entire Agreement.

 These Terms, together with our Privacy Policy, and any other policies and notices on the Verge.io Website set forth the complete understanding and agreement of the parties regarding the subject matter thereof and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to such subject matter.

10.2. Survival.

 Termination or expiration of these Terms for any reason will not release either party hereto from any liabilities or obligations set forth in these Terms that remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. Without limiting the immediately preceding sentence, the following Sections will survive the termination or expiration of these Terms: 3 (Privacy Statement and Communication), 4.2 (Ownership of Content), 4.5 (Feedback), 4.6 (Responsibility for Submissions), 7 (Indemnification), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), and 10 (General Terms).

10.3. Admissibility.

 A printed version of these Terms will be admissible in any arbitration or judicial proceedings based on or relating to use of the Services or these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

10.4. Assignment.

 These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, which may be withheld at our sole discretion, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Verge.io may assign, subcontract, delegate, or otherwise transfer or sublicense any rights (including license rights) granted to Verge.io hereto.

10.5. Governing Law.

 These Terms will be deemed to have been made in the State of Michigan in the County of Oakland, and the provisions and conditions of these Terms will be governed by and interpreted in accordance with the substantive laws of the State of Michigan, without regard to conflict of law provisions. You and Verge.io consent to the exclusive jurisdiction and venue of the state and federal courts residing in Oakland County, Michigan for the resolution of any and all disputes arising under these Terms or in any manner related to the Services.

10.6. Force Majeure.

 Verge.io will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, materials, changes in regulations, denial of service attacks, or information technology issues.

10.7. Relationship.

 The parties hereto are independent contractors and nothing in these Terms is to imply an agency, joint venture, partnership, or fiduciary relationship between such parties. You acknowledge and agree that it is possible that a third-party contractor, licensor, supplier, or vendor of Verge.io will be a direct and intended third-party beneficiary of these Terms and may enforce these Terms directly.

10.8. Notice.

 Verge.io may provide notice to you by e-mail to the most recent e-mail address on file with Verge.io. Where Verge.io requires that you provide an e-mail address, you are responsible for providing Verge.io with your most current e-mail address. In the event that the last e-mail address you provided to Verge.io is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, Verge.io’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Verge.io at the mailing address set forth in Section 2 (How to Contact Verge.io). Such notice will be deemed given when received by Verge.io by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail with receipt confirmation.

10.9. Waiver.

 Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Further, you agree that the failure by Verge.io to insist upon strict compliance with any term or provision of these Terms, to exercise any option, to enforce any right, or to seek any remedy upon any default by you will not affect, or constitute a waiver of, any of our rights to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default.

10.10. Severability.

 If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified, so that it is valid and enforceable to the maximum extent permitted by law.

10.11. Export Control.

 You acknowledge and agree that products, services, or technology provided by Verge.io may be subject to the export control laws and regulations of the United States. To the extent applicable, you will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Verge.io products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. In particular, but without limitation, the Licensed Materials may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. You also will not use the Verge.io Website or the other Licensed Materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

10.12. Interpretation.

 Capitalized terms defined in the singular include the plural and vice versa. The word “any” means “any and all.” The Section headings appearing in these Terms are inserted for convenience only and in no way define, limit, construe, or describe the scope or extent of such Section or in any way affect such Section. The words “herein,” “hereof,” “hereunder,” and other words of similar import refer to these Terms as a whole and not to any particular Section or other subdivision.


WebSite Accessibility Notice

Last Updated: May 21, 2020

Welcome to the Verge.io, LLC (“Verge.io,” “us,” “we,” “our”) website located at www.verge.io (the “Website”). Verge.io is committed to making the Website accessible and usable by every visitor, including those with disabilities.

We aim to increase the accessibility and usability of the Website to ensure that individuals who are using a keyboard to navigate, who require accommodations for vision needs, or who are using assistive technologies, such as screen readers, can more easily interact with the content we provide through the Website. We are guided in these efforts by the technical standards and guidelines known as the Website Content Accessibility Guidelines 2.1, as promulgated by the World Wide Web Consortium.

Please be aware that our efforts to adhere to the accepted guidelines and standards for accessibility and usability are ongoing.

How to Report an Issue or Provide Feedback

If you are having difficulty using or accessing any element of the Website or have any suggestions on ways that we can improve the accessibility or usability of the Website, we encourage you to contact us using any of the methods below:

Mail

Verge.io, LLC

Attn: Legal – Website Accessibility Notice

1750 S. Telegraph Road, Suite 200

Bloomfield Township, MI 48302

E-mail

legal@verge.io

Subject: Website Accessibility Notice