Terms of Service
1. Agreement to Terms
These Terms of Service ("Terms") govern your access to and use of the services provided by VERGE ("we", "us", or "our"), including our managed short-form clipping service, dashboard, and related offerings (the "Service"). By accessing or using the Service, you ("Client") agree to these Terms.
If you are using the Service on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company.
2. The Service
VERGE is a managed short-form clipping service. We operate accounts, edit and post short-form video, and report on performance across TikTok, YouTube Shorts, Instagram Reels, and X. The specific scope, deliverables, pricing, and term of each engagement are set in a separate written order, statement of work, or invoice ("Order Form").
3. Eligibility and Accounts
3.1 Eligibility
You must be 18 years or older and able to enter into a binding contract to use the Service.
3.2 Account Information
You agree to provide accurate, current information when engaging with us, and to keep that information up to date.
3.3 Account Security
You are responsible for safeguarding any credentials we issue you and for all activity that occurs under your account. Notify us promptly of any unauthorized access.
4. Fees and Billing
4.1 Pricing
Fees are stated in your Order Form. Unless stated otherwise, fees are billed in advance on a per-campaign or per-month basis and are non-refundable once a campaign has begun.
4.2 Late Payments
Invoices not paid within fifteen (15) days of the due date may incur a 1.5% monthly late fee and may result in suspension of the Service.
4.3 Taxes
Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes, except taxes on our net income.
5. Client Content and License
5.1 Ownership
You retain ownership of all source footage, brand assets, and creative materials you provide ("Client Content").
5.2 License to VERGE
You grant VERGE a worldwide, non-exclusive, royalty-free, sub-licensable license to host, edit, distribute, and display Client Content, and to create derivative clips from it, solely to operate the Service for you.
5.3 Your Representations
You represent that you own or have all necessary rights to Client Content, and that it does not infringe any third-party rights or violate any law or platform policy.
6. Acceptable Use
You will not use the Service to publish content that is illegal, infringing, defamatory, harassing, or that violates the policies of TikTok, YouTube, Instagram, X, or any other platform on which we post on your behalf. We may decline or remove material we reasonably believe violates these Terms or applicable law.
7. Intellectual Property
The Service, including the dashboard, software, brand, and original written or visual material we produce, is owned by VERGE and protected by intellectual property laws. Posted clips remain on third-party platforms under those platforms' terms.
8. Term and Termination
8.1 Term
These Terms apply for the duration of any active Order Form between you and VERGE.
8.2 Termination for Cause
Either party may terminate for material breach not cured within thirty (30) days of written notice.
8.3 Effect of Termination
On termination, we will stop posting on your behalf and provide a final report. Pre-paid fees for services not yet delivered will be refunded on a pro-rata basis. Sections that by their nature should survive termination (including Sections 5, 7, 9, 10, and 11) will survive.
9. Disclaimers
The Service is provided "as is" and "as available". We do not guarantee specific view counts, follower growth, revenue, or platform outcomes, except where guarantees are expressly stated in your Order Form. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
10. Limitation of Liability
To the maximum extent permitted by law, VERGE will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Our total aggregate liability under these Terms will not exceed the amount you paid us in the three (3) months preceding the event giving rise to the claim.
11. Indemnification
You will defend, indemnify, and hold harmless VERGE and its personnel against any claims arising from Client Content, your breach of these Terms, or your violation of law.
12. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The parties will first attempt to resolve any dispute in good faith. If unresolved within thirty (30) days, disputes will be brought exclusively in the state or federal courts located in Delaware, and each party consents to that jurisdiction and venue.
13. Changes to These Terms
We may update these Terms from time to time. Material changes will be notified by email or through the Service at least fourteen (14) days before they take effect. Continued use of the Service after the effective date constitutes acceptance.
14. Entire Agreement
These Terms, together with any Order Form between you and VERGE, constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous understandings on the same subject.