PLEASE READ THIS AGREEMENT, TOGETHER WITH ANY OTHER AGREEMENTS, TERMS, CONDITIONS, AND POLICIES REFERENCED HEREIN, CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR OBLIGATIONS AND LIMITATIONS ON YOUR RIGHTS AND REMEDIES AND OUR LIABILITY. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE BRITISH VIRGIN ISLANDS AND CONTAINS A BINDING ARBITRATION CLAUSE. PLEASE REVIEW CAREFULLY.
WALLET V™ USER AGREEMENT
Last Updated: 2026-07-14
Welcome to Wallet V™! Wallet V™ is a mobile application and online service that enables users to locally store private keys required to transact with certain compatible digital assets, self-custody compatible digital assets, locally construct and sign transaction messages to decentralized applications and decentralized exchanges, access and view transaction history, balances, and other information made available by decentralized applications, decentralized exchanges, and other digital asset networks, and use additional functionality as Virgo may add to or remove from time to time (“Wallet V”).
This Wallet V User Agreement (this “Agreement”) is entered into between you (“you”, “your”, “yourself”, and words of like meaning) and Virgo Web3 Labs Ltd., a company incorporated under the laws of the British Virgin Islands (“Virgo”, “we”, “us”, “our”, and words of like meaning) and constitutes a binding legal agreement between you and Virgo. This Agreement governs your use of Wallet V. If you notice any errors in this Agreement, you should not agree to this Agreement and you should notify us of such errors via email to [email protected] or via the Contact Us feature. This Agreement must be read in conjunction with our Privacy Policy, as the same may be updated, amended, restated, supplemented, or otherwise modified from time to time. Please refer to our Privacy Policy for information on how we collect, use, disclose, and otherwise process personal data that we may collect when you access and use Wallet V. You acknowledge and agree that you have reviewed and accepted our Privacy Policy, and you consent to the collection, use, disclosure, and processing of your personal data in accordance with our Privacy Policy.
BY CLICKING “I AGREE” OR BY ACCESSING DOWNLOADING, INSTALLING, USING, OR CONTINUING TO USE WALLET V in whole or in part, YOU: (A) REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (B) FREELY ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT; AND (C) CONSENT TO BACKGROUND CHECKS BEING CONDUCTED ON YOU BY VIRGO OR THIRD PARTIES. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT OR YOU DO NOT CONSENT TO SUCH BACKGROUND CHECKS, YOU ARE NOT PERMITTED TO ACCESS OR USE WALLET V in whole or in part AND YOU SHOULD NOT AGREE TO THIS AGREEMENT.
Virgo reserves the right, in its sole discretion, to amend, restate, replace, supplement, or otherwise modify this Agreement at any time and from time to time by providing you with reasonable prior notice, except for minor amendments that do not alter the content or meaning of this Agreement. You are responsible for reviewing this Agreement and any such amendments, restatements, replacements, supplements, or modifications. By accessing or using Wallet V in whole or in part after any such amendments, restatements, replacements, supplements, or modifications, you agree to be bound by, and comply with, this Agreement, as so amended, restated, replaced, supplemented, or modified. Notwithstanding the foregoing, we reserve the right to not provide you with advance notice of modifications to this Agreement in limited circumstances where such modifications are required to be made with immediate effect, including for legal or regulatory reasons or to protect Wallet V, Virgo, or any other person from fraud, malware, data breaches, or other security risks. If any such amendment, restatement, replacement, supplement, or modification is not acceptable to you, you must immediately cease accessing and using Wallet V.
Licence. Subject to the terms, restrictions, and conditions of this Agreement, Virgo grants to you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable right and licence to access and use Wallet V for the sole purpose of locally storing private keys required to transact with compatible digital assets, self-custody compatible digital assets, and locally construct and sign transaction messages to decentralized applications and decentralized exchanges and not for any other purpose whatsoever (the “Licence”). All rights and licences not so expressly granted are expressly reserved by Virgo. Upon the termination of this Agreement, the Licence will immediately and automatically terminate and be of no further force or effect.
Territorial Restriction. Wallet V is intended for access and use only in jurisdictions where it may be lawfully provided for access and use and it may not be accessed or used in any jurisdiction where such access or use may be prohibited by applicable law or this Agreement, including any Restricted Territory.
Access. Virgo reserves the right to revoke the Licence and/or change, suspend, remove, or disable your access to Wallet V or any other Virgo Property in whole or in part at any time with or without notice to you. You acknowledge and agree that, in no event will Virgo or any of its affiliates or any of their respective agents or licensors be liable for making any such changes, suspensions, removals, or disabled access. Virgo may also impose limits on your use of or access to certain features or portions of Wallet V or any other Virgo Property without notice to you or any liability.
Requirements. You acknowledge and agree that:
(a) in order to access and use Wallet V, you must be at least 18 years of age and able to enter into legally binding contracts;
(b) Virgo provides Wallet V for your own personal, internal use and not for resale or external business or commercial purposes;
(c) you may access and use Wallet V only in accordance with the terms and conditions of this Agreement and applicable law; and
(d) you will be solely responsible and liable for obtaining any software, hardware, or equipment required or desirable for you to access and use Wallet V and any associated costs and expenses, including any and all mobile devices, data plans, and computer and internet fees.
Restrictions. You agree to access and use Wallet V only as expressly set out in and permitted by this Agreement and to comply with the terms, restrictions, and conditions of this Agreement. Without limiting the generality of the foregoing, unless and only to the extent otherwise expressly permitted by this Agreement or in writing by Virgo, you will not, on your own or with any other Person, directly or indirectly, in any way:
(a) access or use Wallet V or any other Virgo Property in whole or in part in any way or for any purpose that violates any of the terms and conditions of this Agreement or applicable law, including applicable law pertaining to export restrictions, anti-money laundering, counter-terrorist financing, anti-bribery, anti-corruption, end-user restrictions, counter-proliferation financing, economic sanctions, and trade controls;
(b) access or use Wallet V or any other Virgo Property in whole or in part in any way or for any purpose that violates or infringes the rights (including intellectual property rights or privacy rights) of Virgo or any other person or that in any way restricts, inhibits, or compromises any person's use and enjoyment of Wallet V;
(c) use Wallet V or any Virgo Property in whole or in part for any purpose or in any manner that falsely implies Virgo's endorsement of you, a partnership with Virgo, or otherwise misleads others as to your affiliation or relationship with Virgo;
(d) use Wallet V or any outputs therefrom in whole or in part in a manner that could compete with Wallet V or Virgo or any of Virgo's businesses or services;
(e) exploit Wallet V or any other Virgo Property in whole or in part, including by trespass or burdening network capacity;
(f) reproduce Wallet V or any other Virgo Property in whole or in part in any form or by any means;
(g) make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast Wallet V or any other Virgo Property in whole or in part;
(h) use Wallet V or any other Virgo Property in whole or in part in any way for or on behalf of any other person, permit any other person to use Wallet V or any other Virgo Property in whole or in part in any way, or re-licence or sublicence the Licence or Wallet V or any other Virgo Property in whole or in part to any person;
(i) use Wallet V in whole or in part in the operation of a service bureau or to process or permit to be processed the information or data of any person;
(j) use Wallet V to send unsolicited communications, including unsolicited commercial electronic messages (including by email or text (SMS)), including spam, bulk messaging, auto-messaging, or auto-dialing;
(k) copy, store, or otherwise access or use any information, including personal data of any other Wallet V user, contained on or accessible by way of Wallet V in any way that is inconsistent with this Agreement or our Privacy Policy or that otherwise violates applicable law or the rights (including intellectual property rights or privacy rights) of any person;
(l) discriminate against or harass anyone, including any other Wallet V user, including on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation or otherwise engage in any violent, harmful, abusive, or disruptive behaviour;
(m) modify, copy, duplicate, virtualize, mirror, create derivative works of, reverse engineer, decompile, disassemble, translate, combine, or otherwise exploit Wallet V, Wallet V's architecture, layout, or design, any associated web page or form contained thereon, any related software or code, or any other Virgo Property in whole or in part, including making use of any data schemas or dictionaries, or attempt to do any of the foregoing or allow or enable any person to do the same;
(n) scrape, whether by way of screen scraping or database scraping, Wallet V or any related software or any other Virgo Property in whole or in part or use any robot, spider, or crawler or otherwise interact with Wallet V or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Virgo Property in whole or in part, whether by automatic or manual programs, means, or processes;
(o) avoid, bypass, remove, deactivate, impair, descramble, tamper with, or otherwise attempt to circumvent any technological measure implemented by or for or on behalf of Virgo to protect Wallet V or any related software or any other Virgo Property in whole or in part;
(p) take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of Wallet V or any related software or code, including by, or overloading, flooding, spamming, mailbombing, introducing a virus to, or otherwise interfering with Wallet V;
(q) sell, licence, sublicence, transfer, share, distribute, rent, lease, loan, or engage in any other commercial transaction relating to Wallet V or any other Virgo Property in whole or in part or any reproduction of all or any portion thereof in any medium;
(r) disguises or obscure yourself or your location or impersonate any person, including by way of IP proxying or other methods; or
(s) dilute, tarnish, or otherwise harm the Virgo brand or reputation in any way, including through unauthorized use of Wallet V or any other Virgo Property, registering or using any Virgo Marks or derivative terms in any way, including in domain names, trade names, trademarks, or other source identifiers, or registering or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to Virgo's domains, trade names, trademarks, taglines, promotional campaigns, or any other Virgo Property.
Wallet V Modifications. Virgo reserves the right to, in its sole discretion, at any time and from time to time with or without notice to you, restrict the availability of Wallet V in whole or in part as it may determine is necessary or desirable, including in view of routine and emergency maintenance, repairs, and bug fixes, capacity limits, the security or integrity of Wallet V, Virgo’s or any third-party’s servers or capabilities, or to carry out maintenance measures or upgrades. Virgo will have no obligation whatsoever to provide you with notice of any downtime or non-availability of Wallet V. In addition, we reserve the right to, in our sole discretion, at any time and from time to time, without notice to you, change, modify, customize, enhance, improve, upgrade, or replace Wallet V in whole or part and introduce new releases or new features in connection with Wallet V. Any such changes, modifications, customizations, enhancements, improvements, upgrades, or replacements may not necessarily include all existing features of Wallet V. This Agreement will continue to govern Wallet V, as so changed, modified, customized, enhanced, improved, upgraded, or replaced, unless and only to the extent it is accompanied by separate agreements, in which case the terms and conditions of those agreements will govern. By accessing or using Wallet V in whole or in part after any such changes, modifications, customizations, enhancements, upgrades, improvements, or replacements, you agree to be bound by, and comply with, this Agreement or such other agreements, as applicable.
Restricted Territories. By accessing or using Wallet V, you represent and warrant that you are not a resident of, or located in, any country or territory subject to sanctions or embargoes administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (including as extended to the British Virgin Islands), or any other applicable sanctions authority, as updated from time to time, including Haiti, Angola, Liberia, Eritrea, Ethiopia, Rwanda, Sierra Leone, Côte d’Ivoire, Iran, Somalia, Iraq, Democratic Republic of the Congo, Sudan, Lebanon, Democratic People’s Republic of Korea, Libya, the Taliban, Guinea-Bissau, Central African Republic, Yemen, South Sudan, Afghanistan, Belarus, Burma, Nicaragua, Russia, Syria, Venezuela, or Mali (a “Restricted Territory”).
No Illegal Use. By accessing and using Wallet V, you represent and warrant that the digital assets you transfer (or that have been transferred) from or that you receive (or have received) in Wallet V or any portion thereof are not:
(a) obtained or derived from or in any way connected to, directly or indirectly, illegal activities in any jurisdiction;
(b) intended to be, and will not be, used, directly or indirectly, in order to carry out a criminal offence in any jurisdiction or a terrorist activity or for the benefit of a criminal or terrorist group;
(c) owned or controlled (legally or beneficially) by a criminal or terrorist group;
(d) transacted by you for or on behalf of any person or entity who you have not identified;
(e) transmitted through any anonymization service, mixer, tumbler or other technology designed to conceal the origin, destination, beneficial ownership, or flow of digital assets in a manner prohibited by applicable law; or
(f) being transacted in or from or to any Restricted Territory.
Compliance Monitoring. Virgo may, but will have no obligation to, directly or indirectly through third-party service providers:
(a) conduct wallet screening, sanctions screening, transaction monitoring, and risk assessments in connection with your use of Wallet V;
(b) request information, documentation, or verification materials from you at any time for compliance, legal, or risk management purposes;
(c) suspend, restrict, delay, reject, freeze or report any transaction or activity where Virgo reasonably suspects a breach of this Agreement or applicable law; and
(d) disclose information relating to your use of Wallet V where required by applicable law, regulation, court order, regulatory request or lawful governmental request.
Wallet V Credentials. In order to access and use Wallet V, you will be required to import, or if you do not already have one to create, an industry standard 12-word recovery phrase (your “Recovery Phrase”), which may be used to access and use Wallet V. You will have sole and exclusive control over Your Recovery Phrase as well as your private keys and any of your other Wallet V credentials (collectively, your “Wallet V Credentials”).
Responsibility for Wallet V Credentials. Any use of any private key storage service in connection with Wallet V is offered to you as a convenience. Virgo does not store a backup of, and will not be able to recover, your Wallet V Credentials. Do not lose your Wallet V Credentials. If you lose your Wallet V Credentials in whole or in part, you will lose access to all digital assets accessible by way of Wallet V. You should always back up your Wallet V Credentials by way of secondary means. You acknowledge and agree that:
(a) Virgo does not have any access to or control over any digital assets, including any of your digital assets;
(b) your Wallet V Credentials provide the only means by which to access or use Wallet V or any digital assets accessible by way of Wallet V;
(c) Virgo does not have any access to or control over any of your Wallet V Credentials;
(d) you should store your Wallet V Credentials in a safe and secure place outside of Wallet V; and
(e) you are solely responsible and liable for your Wallet V Credentials, including maintaining the confidentiality and security thereof, and any instructions, commitments, and other actions or communications taken under your Wallet V Credentials.
You will notify us immediately upon becoming aware of any unauthorized access to or use of your Wallet V Credentials or if you have any reason to believe that Your Wallet V Credentials may have been compromised or used in an unauthorized way or that the security or integrity of Wallet V has or may have been compromised in any way.
Virgo provides Wallet V for the convenience of its users. You acknowledge, understand, and agree that you do not need to use Wallet V in order to access your digital assets and that, at any time, you may access your digital assets by using a compatible third-party wallet. You acknowledge and agree that by using Wallet V you are at no time transferring your digital assets to Virgo or any of its affiliates. As between you and Virgo, you are the sole owner and controller of the digital assets accessible by way of Wallet V. As the sole owner of the digital assets in your Wallet V, you acknowledge and agree that you bear ALL RISK OF LOSS of such digital assets. Further, as Virgo has no control over any of your digital assets that may be held in or otherwise accessible through Wallet V, you agree that Virgo will not be liable for, and expressly disclaims, any loss, liability or damages resulting from or in any way connected with any fluctuations in the value of your digital assets or any loss of your digital assets as a result of your use of Wallet V.
Wallet V provides you with the ability from time to time to utilize integrated third-party technology, tools, and features driven by artificial intelligence (AI) technology, including machine learning and generative AI, some of which may be subject to modification by Virgo (the “AI Features”). The AI Features are offered as a courtesy and for your optional use, that the use of the AI Features is entirely voluntary, at your own discretion, and at your own risk and liability, and that you can use Wallet V at any time without using any or all of the AI Features. The AI Features enable you to automate trading with Wallet V, but you will at all times retain authority over trading decisions through your prompts and instructions. You are solely responsible and liable for all actions taken based on, or in connection with, your use of the AI Features, your prompts and instructions, and the information provided and any actions taken by or based on the AI Features.
When using Wallet V, you may choose from a selection of AI Features, which are subject to change from time to time, for a variety of purposes, including to provide market analysis and trade suggestions, to analyze your contract positions, to provide trade prompts, to facilitate automated trading, and to support interactive chat features that respond to specific questions to offer AI-driven guidance and assistance. The AI Features are driven by third-party AI technology, such as machine learning models and algorithms, to process market data and generate insights. There are inherent risks associated with such third-party AI technology and the use of the AI Features, including the following:
(a) Inherent Inaccuracy: AI systems are probabilistic rather than deterministic. They may generate content or output that is incorrect, incomplete, inconsistent, hallucinatory, or logically flawed.
(b) Data Dependencies: AI outputs are dependent on the quality, timeliness, and scope of the underlying training data, which may be biased or contain gaps and the prompts you provide.
(c) Market Conditions: AI-driven market analysis and trading information may be incorrect or become outdated due to rapid or unexpected changes in market conditions.
(d) Third-Party Providers: The AI Features are provided and supported by third-party service providers and are subject to the service levels offered by such providers. You may experience material interruptions, latency, outages, inaccuracies, quality fluctuations, and model-behaviour changes when using the AI Features that are outside of Virgo's control.
(e) Lack of Human Judgment: AI technology does not possess intuition, real-world context, or moral judgment. They cannot replicate the nuanced decision-making process of a qualified financial advisor.
(f) Unknown Risks: Some risks related to AI technology are not fully understood or quantifiable.
The digital asset market is subject to extreme price volatility and regulatory uncertainty. AI analysis cannot predict market shifts or “black swan” events that could have material consequences on the markets. The AI Features are offered as a courtesy for informational and convenience purposes only and any information generated by them does not constitute financial, investment, legal, or tax advice. You should not rely on the AI Features or any outputs generated by the AI Features as authoritative or definitive or as a substitute for your own independent judgment, due diligence, and professional advice. You should perform your own independent research and consult with qualified financial professionals before making any investment decisions or processing any transactions.
YOU ACKNOWLEDGE AND AGREE THAT: (A) WALLET V AND THE AI FEATURES ARE PROVIDED ON “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS AND WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, OR COLLATERAL), INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR ARISING FROM COURSE OF DEALING OR USAGE IN TRADE, OR THAT WALLET V OR THE AI FEATURES WILL MEET ANY PERSON'S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE, OR REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF THE OUTPUTS GENERATED BY WALLET V OR THE AI FEATURES; (B) YOUR ACCESS TO AND USE OF WALLET V AND YOUR SELECTION AND USE OF ANY AI FEATURES AND THE PROCESSING OF ANY TRANSACTIONS BY, OR ON THE BASIS OF, ANY INFORMATION GENERATED BY THE AI FEATURES IS ENTIRELY VOLUNTARY AND AT YOUR OWN RISK AND LIABILITY; (C) THE DIGITAL ASSET MARKETS ARE HIGHLY VOLATILE AND INHERENTLY RISKY, THE OUTPUTS GENERATED BY THE AI FEATURES MAY CONTAIN ERRORS, INACCURACIES, AND OUTDATED INFORMATION, PAST PERFORMANCE OF DIGITAL ASSETS IS NOT INDICATIVE OF FUTURE RESULTS, AND YOU MAY LOSE SOME OR ALL OF YOUR INVESTED CAPITAL; AND (D) YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY AND ALL LOSSES, LIABILITIES, AND DAMAGES RESULTING FROM OR IN CONNECTION WITH YOUR USE OF WALLET V OR THE AI FEATURES.
YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL VIRGO OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE FOR ANY LOSSES OF ANY KIND WHATSOEVER OR HOWSOEVER OCCURRING, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF INVESTMENTS, LOSS OF SAVINGS, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGIBLE OR INTANGIBLE HARM, IRREPARABLE HARM, LEGAL FEES OR EXPENSES, OR ANY OTHER LOSSES OR DAMAGES OF ANY KIND WHATSOEVER, RESULTING FROM OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR WALLET V OR THE AI FEATURES OR ANY RELATED TRANSACTIONS.
If you have any questions or concerns regarding the use of the AI Features, please contact us via email at [email protected] or via the Contact Us feature.
Virgo Property. Wallet V is owned and operated by Virgo and consists of copyrighted materials. You acknowledge and agree that Virgo Property constitutes property (including intellectual property) of substantial value to Virgo and its affiliates and their respective licensors, is protected by applicable law (including copyright law), is owned by or licensed to Virgo, and contains proprietary information and material owned by Virgo and its affiliates and their respective licensors, each of whom reserve all of their rights in law and equity. As between you and Virgo, Virgo owns all right, title, and interest in and to all Virgo Property and you will not acquire any right, title, or interest in or to any Virgo Property unless and only to the extent otherwise expressly granted in writing by Virgo. By accessing or using Wallet V or any other Virgo Property or by displaying, saving, downloading, or printing a copy of any Virgo Content in whole or in part, you will not acquire any right or licence to any of the foregoing (other than to the limited extent provided under the Licence). The Virgo Marks and any other trademarks, service marks, graphics, and logos used in connection with Wallet V or any other Virgo Property are the trademarks of their respective owners and you are not granted any right or licence with respect to any of the foregoing or any use thereof. The use of any Virgo Property in whole or in part, except as expressly permitted pursuant to this Agreement, is strictly prohibited and infringes on proprietary rights and interests (including the intellectual property rights) of Virgo and others and may subject you to civil and criminal penalties, including monetary damages, and may constitute copyright infringement. Any third-party software, services, products, or Content offered with, linked to, referenced by, or otherwise associated with, Wallet V are licensed or made available to you by the third-party owners or licensors thereof and not by Virgo.
“Virgo Property” means:
(a) Wallet V and the associated look and feel, architecture, layout, interface, templates, web pages, and any and all related software and code;
(b) the Virgo Content and the Virgo Marks;
(c) any and all other tangible and intangible property, including intellectual property, owned by or licensed to Virgo or any of its affiliates;
(d) any and all other proprietary products, services, technology, software, source code, object code, systems, materials, functionality, databases, screen formats, report formats, techniques, materials, methodology, and know-how owned by or licensed to Virgo or any of its affiliates;
(e) any and all information or data of Virgo or any Wallet V user (other than you);
(f) any and all information or data generated by or from any of the forgoing;
(g) any and all changes, customizations, patches, bug fixes, releases, modifications, developments, new features, functions, or enhancements in respect of any of the forgoing; and
(h) any and all intellectual property rights in any of the foregoing.
“Virgo Mark” means any trademark, corporate name, business name, or other trade name of Virgo or any of its affiliates, including VIRGO™ and WALLET V™, and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by Virgo or any of its affiliates. You agree that you will not alter, deface, remove, cover-up, or mutilate in any manner whatsoever any trademark, copyright, or other proprietary notice that Virgo or any other person may affix to any Virgo Property, including any Virgo Marks or bid on or register search engine keywords, Google Ad Words, search terms or other identifying terms or domain names that include any Virgo Marks in whole or in part or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
Content. Wallet V may contain or provide you with access to content, including text, graphics, images, music, software, audio, video, works of authorship, information and data, and other materials (“Content”), including Content provided or otherwise made available to us by you or any other user of Wallet V (“User Content”). “Virgo Content” means any Content other than User Content. Virgo does not claim ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your own User Content. You acknowledge and agree that Virgo will have the right, but not the obligation, in its sole discretion to monitor, restrict, or remove User Content in whole or in part at any time and from time to time for any reason without notice. You acknowledge and agree that Virgo will not have any responsibility, and expressly disclaims any and all liability, for any and all User Content, including any loss or damage to any User Content.
Third-Party Services. Wallet V may contain links to third-party services, decentralized applications, and/or decentralized exchanges (“Third-Party Services”). Wallet V enables you to access Third-Party Services via Wallet V’s front-end, web3 browsers, or through functionality made available by Third-Party Services. Virgo provides you with access to and use of Third-Party Services as a courtesy and for your convenience only. You acknowledge and agree that Virgo will have no obligation whatsoever to monitor, verify, curate, recommend, warrant, endorse, control, or restrict any Third-Party Services or any content or functionality accessible by way of any Third-Party Services. You acknowledge and agree that when you access and use Third-Party Services, you are at no time transferring your digital assets to Virgo nor are you providing Virgo with any access or control over your digital assets. Some Third-Party Services may not be accessible in certain jurisdictions. You may be restricted from using certain Third-Party Services based on your location. Prior to using any Third-Party Services, you must check applicable law in your jurisdiction to ensure Third-Party Services may be used within your jurisdiction.
Third-Party Services Acknowledgement. You acknowledge and agree that:
(a) as the provider of Wallet V, Virgo is not a provider of any Third-Party Services nor does it own, create, sell, resell, provide, control, manage, offer, deliver, supply, or support any Third-Party Services in whole or in part;
(b) is not acting as an agent or representative or in any other similar capacity for any provider of Third-Party Services;
(c) in the event that you enter into a contract with any provider of Third-Party Services or access, receive, or use any Third-Party Services, you are entering into a contract directly with the provider of such Third-Party Services and not Virgo or any of its affiliates;
(d) Virgo is not, nor will it become, a party to or other participant in any such contractual relationships; and
(e) AS BETWEEN YOU AND VIRGO, YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL THIRD-PARTY SERVICES, INCLUDING THE AVAILABILITY, LEGITIMACY, AND LEGALITY THEREOF, ANY RELATED CONTENT, PRODUCTS, SERVICES, OR ASSETS, OR ANY RELATED CLAIMS OR LOSSES.
Third-Party Service Terms and Fees. You acknowledge, understand, and agree that Third-Party Services may be subject to separate terms and conditions between you and the relevant third-party providers of Third-Party Services. If you do not agree to comply with the applicable terms and conditions governing the access and use of any Third-Party Services, you should not access or use any such Third-Party Services. You acknowledge, understand, and agree that your access to and use of Third-Party Services may be subject to fees and charges by the relevant third-party provider of such Third-Party Services. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY AND ALL SUCH FEES AND CHARGES.
Fees and Charges. Wallet V is made available to you at no charge. However, notwithstanding any other provision of this Agreement, Virgo reserves the right to, at any time and from time to time charge any such fees and charges as it may determine in its sole discretion for Wallet V or any related products and services and determine payment terms and fee structures related to Wallet V. Virgo will disclose any fees and charges related to Wallet V by posting them on Wallet V or by other notice to you.
Third-Party Fees and Charges. You may incur fees and charges from third parties for your use of linked services via Wallet V, including fees and charges related to swaps, bridges, or other transactions executed on, or to otherwise access, third-party decentralized apps and/or decentralized exchanges. You acknowledge, understand, and agree that any and all such third-party fees and charges are not charged by Virgo and are not paid to Virgo. Accordingly, under no circumstances will Virgo be liable to you for any losses, damages, or other liability arising from or relating to any such third-party fees and charges.
TAXES. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY AND ALL TAXES RELATED TO DIGITAL ASSETS TRANSACTED BY WAY OF YOUR WALLET V, INCLUDING DETERMINING ANY AND ALL TAX IMPLICATIONS AND TAX REPORTING REQUIREMENTS AND PAYING ANY AND ALL SUCH TAXES TO THE RELEVANT TAX AUTHORITIES IN ACCORDANCE WITH APPLICABLE LAW.
By entering into this Agreement and accessing or using Wallet V in whole or in part, you represent, warrant, and covenant, as applicable, that:
(a) you are at least 18 years of age, you are not a resident of or conducting any business or transactions in any Restricted Territory, and you have the right, authority, and capacity to accept, agree to, and enter into this Agreement and to be bound by the terms and conditions of this Agreement and to fulfill your obligations hereunder;
(b) you are not a Sanctioned Person, are not owned or controlled by a Sanctioned Person, and are not acting on behalf or for the benefit of a Sanctioned Person;
(c) you will not use Wallet V in connection with any transaction, activity, business, or conduct involving any Sanctioned Person, Restricted Territory, or activity prohibited under applicable sanctions laws or regulations;
(d) this Agreement has been duly executed and delivered by you and is valid and binding on you, enforceable in accordance with its terms, except as enforcement of it may be limited by or with respect to applicable insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or affecting the rights and remedies of creditors, application of equitable principles (whether enforcement is sought in proceedings in equity or at law), and the fact that the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought;
(e) as of the Effective Date, there is no outstanding litigation, arbitration, or other dispute or any claim to which you are a party that, if decided unfavourably to you, could reasonably be expected to have a material adverse effect on your ability to comply with your obligations pursuant to this Agreement;
(f) you are not a party to, and there does not exist, any oral or written agreement, contract, or obligation that conflicts with the terms and conditions of this Agreement or restricts you in any way from entering into this Agreement or performing any of your obligations pursuant thereto;
(g) you will at all times comply with all of the terms and conditions of this Agreement and applicable law;
(h) all digital assets you use in connection with Wallet V are legally obtained in accordance with applicable law, are under your sole and control, do not constitute proceeds of criminal conduct, are not connected with money laundering, terrorist financing, sanctions evasion, fraud or other unlawful activity, and are not derived from or intended for use in connection with any transaction involving any Restricted Territory or Sanctioned Person;
(i) any and all information and data you provide us is and will remain valid, accurate, current, and complete at all times throughout the Term and does not violate the rights of any person;
(j) you will correct, update, and amend any and all information and data you provide to us promptly upon any change to such information or upon discovery that such information may be incorrect or incomplete to ensure that such information is at all times valid, accurate, current, and complete;
(k) any and all information and data you provide to us is owned by you, and you have the absolute right and authority to provide all such information and data to us, including for the purposes set out in this Agreement;
(l) none of the information or data you provide us will infringe the rights (including the intellectual property rights or privacy rights) of any person and all contributions by you to such information are original and no parts thereof or their use or distribution will violate any person's rights, including copyright, patent, or other intellectual property rights or privacy rights;
(m) all of your representations and warranties set out in this Agreement will continue to be true and correct throughout the Term.
EXCLUSION OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIRGO MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) IN CONNECTION WITH WALLET V, ITS FUNCTIONALITY, ANY OTHER VIRGO PROPERTY, ANY CONTENT, ANY THIRD-PARTY SERVICE PROVIDERS, ANY THIRD-PARTY SERVICES, OR ANY THIRD-PARTY DATA, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR ARISING FROM COURSE OF DEALING OR USAGE IN TRADE, OR THAT ANY OF THE FOREGOING WILL MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME, UNINTERRUPTED OR ERROR-FREE, SECURE, FREE OF HARMFUL CODE, OR COMPATIBLE WITH ANY SOFTWARE, SYSTEMS, OR OTHER PRODUCTS OR SERVICES.
WALLET V DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT WALLET V, THE SOFTWARE, THE CONTENT, AND THE FACILITATION OF THIRD-PARTY SERVICES AND THIRD-PARTY DATA ARE PROVIDED ON “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, OR COLLATERAL, AND YOUR ACCESS TO AND USE OF WALLET V, THE CONTENT, ANY OTHER VIRGO PROPERTY, ANY THIRD-PARTY SERVICES, OR ANY THIRD-PARTY DATA AND YOUR INTERACTION WITH ANY THIRD-PARTIES (INCLUDING THIRD-PARTY SERVICE PROVIDERS) IS ENTIRELY VOLUNTARY AND AT YOUR OWN RISK AND LIABILITY. WITHOUT PREJUDICE TO THE FOREGOING, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND ACCEPTING THE RISKS INVOLVED IN USING WALLET V, AS WELL AS THE RISKS ASSOCIATED WITH DIGITAL ASSETS AND DECENTRALIZED SYSTEMS GENERALLY, INCLUDING: (A) THE INHERENT VOLATILITY OF DIGITAL ASSETS, WHICH MAY RESULT IN SUDDEN AND SUBSTANTIAL LOSSES IN VALUE; (B) THE RISKS OF USING DIGITAL ASSETS DUE TO BOTH FEATURES OF SUCH ASSETS AND THE POTENTIAL UNAUTHORIZED ACTS OF THIRD PARTIES, INCLUDING HACKING, PHISHING, FRAUD, OR CYBERATTACKS; (C) THE POSSIBILITY OF LIMITED ACCESS TO YOUR ASSETS OR DELAYS, DISRUPTIONS, OR ERRORS WHEN USING WALLET V; AND (D) THE POTENTIAL LOSS OF TOKENS OR OTHER ASSETS DUE TO NETWORK FAILURES, ERRORS IN ANY CODE OR ALGORITHM, OR FACTORS BEYOND VIRGO’S CONTROL.
WALLET V CREDENTIALS DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, CONTROLING, STORING, AND SECURING YOUR WALLET V CREDENTIALS. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR: (A) MAINTAINING THE SAFEKEEPING, SECURITY, AND CONFIDENTIALITY OF YOUR WALLET V CREDENTIALS; (B) ANY INABILITY TO ACCESS WALLET V OR ANY DIGITAL ASSETS AS A RESULT OF YOUR FAILURE TO SAFEGUARD OR REMEMBER YOUR WALLET V CREDENTIALS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR WALLET V CREDENTIALS OR OF WALLET V OR ANY DIGITAL ASSETS USING YOUR WALLET V CREDENTIAL, REGARDLESS OF WHETHER PERFORMED OR AUTHORIZED BY YOU; AND (D) ANY CLAIMS OR LOSS
THIRD-PARTY SERVICE PROVIDER DISCLAIMER. WALLET V CONTAINS LINKS TO AND FACILITATES CONNECTING WITH THIRD-PARTY SERVICE PROVIDERS TO ACCESS AND USE THIRD-PARTY SERVICES AND THIRD-PARTY DATA. ACCESS TO AND USE OF THIRD-PARTY SERVICES OR THIRD-PARTY DATA MAY BE SUBJECT TO DIFFERENT TERMS AND CONDITIONS AND PRIVACY PRACTICES. ANY CONNECTION WITH ANY THIRD-PARTY SERVICE PROVIDERS OR ANY FACILITATION OF ANY THIRD-PARTY SERVICES BY WAY OF WALLET V DOES NOT AND WILL NOT CONSTITUTE AN ENDORSEMENT BY VIRGO OF SUCH PERSONS OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT VIRGO MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) REGARDING OR IN CONNECTION WITH ANY THIRD-PARTIES, ANY THIRD-PARTY SERVICES, ANY THIRD-PARTY DATA, THE ABILITY OF ANY THIRD-PARTY SERVICE PROVIDER TO PERFORM ANY THIRD-PARTY SERVICES, THE OUTCOME OF ANY THIRD-PARTY SERVICES, OR ANY INFORMATION, ADVICE, OR ASSISTANCE FURNISHED BY VIRGO OR ANY THIRD-PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH WALLET V OR THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT VIRGO IS NOT RESPONSIBLE FOR AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THIRD-PARTY SERVICE PROVIDERS AND THIRD-PARTY SERVICES AND THIRD-PARTY DATA, INCLUDING THE AVAILABILITY, SUFFICIENCY, AND ACCURACY THEREOF OR ANY THIRD-PARTY CHARGES.
EQUIPMENT DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, OBTAINING ANY AND ALL HARDWARE, EQUIPMENT, SYSTEMS, SOFTWARE, AND LICENCES REQUIRED TO ACCESS AND USE WALLET V AND ANY ASSOCIATED COSTS AND EXPENSES, INCLUDING ANY AND ALL DEVICES, DATA PLANS, AND COMPUTER, WIRELESS, DATA, CONNECTIVITY, ROAMING, AND INTERNET FEES.
CYBERSECURITY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, IMPLEMENTING ANY AND ALL CYBER SECURITY MEASURES AND APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS AND THE ENTIRE COST OF ANY SERVICES, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS, NETWORKS, WORKSTATIONS, HARDWARE, OR SOFTWARE THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF WALLET V (IN WHOLE OR IN PART).
DATA DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW VIRGO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY DELETION OR LOSS OF OR DAMAGE TO ANY OF DATA OR INFORMATION, INCLUDING PERSONAL DATA, IN WHOLE OR IN PART FOR ANY REASON WHATSOEVER, AND YOU ARE SOLELY RESPONSIBLE FOR STORING, SECURING, AND BACKING UP ALL OF YOUR DATA AND INFORMATION RELATED TO WALLET V. CERTAIN RELEASES OR UPGRADES RELATED TO WALLET V MAY REQUIRE DATA MIGRATION, AND IN SUCH CIRCUMSTANCES, THERE IS A REAL RISK OF LOSS OR CORRUPTION OF DATA, AND VIRGO WILL NOT BE RESPONSIBLE FOR AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY SUCH LOSS OR CORRUPTION OF DATA IN WHOLE OR IN PART.
TECHNICAL DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT VIRGO WILL NOT BE RESPONSIBLE FOR AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR: (A) ANY PROBLEM OR ISSUE WITH OR TECHNICAL MALFUNCTION OR FAILURE OF WALLET V; (B) ANY PROBLEM OR ISSUE WITH OR TECHNICAL MALFUNCTION OR FAILURE OF ANY KIND WITH RESPECT TO NETWORKS OR LINES, SYSTEMS, SERVERS, PROVIDERS, EQUIPMENT, HARDWARE, SOFTWARE, OR EMAIL OR ANY OTHER COMMUNICATIONS BETWEEN YOU AND VIRGO OR ANY THIRD-PARTY SERVICE PROVIDER; (C) ANY DOWNTIME OR NON-AVAILABILITY OF WALLET V OR ANY PORTION THEREOF OR ANY INABILITY TO ACCESS OR USE WALLET V, THE CONTENT, YOUR CONTENT, OR ANY THIRD-PARTY SERVICES OR THIRD-PARTY DATA; (D) ANY LOSSES WHATSOEVER OR HOWSOEVER CAUSED ON ACCOUNT OF TECHNICAL PROBLEMS WITH WALLET V OR THE SOFTWARE OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET OR WALLET V OR ANY WEBSITE OR ANY COMBINATION THEREOF; OR (E) ANY PERSONAL INJURY OR DAMAGE TO ANY PERSON’S TANGIBLE OR INTANGIBLE PROPERTY RELATED TO, IN CONNECTION WITH, OR RESULTING FROM YOUR ACCESS AND USE OF WALLET V. THE AVAILABILITY, SUFFICIENCY, AND ACCURACY THEREOF OR ANY THIRD-PARTY CHARGES.
CONTENT DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT, USER CONTENT, THIRD-PARTY DATA, RATINGS OR REVIEWS, FEEDBACK, AND ANY AND ALL OTHER DATA AND INFORMATION ACCESSIBLE BY WAY OF WALLET V IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, SHOULD NOT BE RELIED UPON AS VALID, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR FIT FOR ANY PARTICULAR PURPOSE, AND TO THE EXTENT THAT ANY OF IT IS CURRENT AS OF THE DATE OF FIRST PUBLICATION, IT MAY NO LONGER BE ACCURATE AS A RESULT OF THE PASSAGE OF TIME. VIRGO UNDERTAKES NO RESPONSIBILITY FOR INVESTIGATING OR VERIFYING THE VALIDITY, ACCURACY, CURRENCY, OR COMPLETENESS OF ANY SUCH DATA OR INFORMATION OR THE ACTS, OMISSIONS, IDENTITY, OR CREDITWORTHINESS OF ANY PERSON. THE PROVISION OR ANY USE BY VIRGO OF ANY SUCH INFORMATION OR DATA ACCESSIBLE BY WAY OF WALLET V DOES NOT CREATE ANY EXPRESS OR IMPLIED APPROVAL OR ENDORSEMENT BY VIRGO THEREOF, NOR DOES IT INDICATE THAT ANY OF IT COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR APPLICABLE LAW.
USER DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT VIRGO HAS NO CONTROL OVER, DOES NOT APPROVE, ENDORSE, WARRANT, OR GUARANTEE, WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY AND ALL USERS AND THIRD-PARTY CONTENT, AND VIRGO WILL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY DISPUTES BETWEEN YOU AND ANY OTHER USER, INCLUDING ANY THIRD-PARTY SERVICE PROVIDER.
INTERNET AND TECHNOLOGY DISCLAIMER. DUE TO THE NATURE OF THE INTERNET, VIRGO CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF WALLET V. YOU ACKNOWLEDGE AND AGREE THAT VIRGO WILL NOT BE LIABLE FOR AND ASSUMES NO RESPONSIBILITY FOR ANY LOSSES ARISING FROM OR IN CONNECTION WITH: (1) LIMITED ACCESS OR INABILITY TO ACCESS WALLET V OR ANY WEBSITE OR DATABASE AS A RESULT OF THE INTERNET, YOUR WEB SERVICES, THIRD-PARTY WEB SERVICES, OR ANY SHARED NETWORK; (2) ANY ACCESS OR INABILITY TO ACCESS ANY OTHER SERVICE, SERVICE PROVIDER, NETWORK, INFORMATION, USER, OR COMPUTING RESOURCE AVAILABLE ON OR THROUGH THE INTERNET; OR (3) UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION, OR DESTRUCTION OF ANY DATA OR INFORMATION, INCLUDING ANY OF YOUR CONTENT, AS A RESULT OF INFORMATION OR DATA BEING TRANSMITTED BY WAY OF THE INTERNET OR AS A RESULT OF HACKING OR VIRUSES.
TRANSLATION DISCLAIMER. TO ASSIST USERS WHO SPEAK DIFFERENT LANGUAGES, FROM TIME TO TIME CERTAIN CONTENT MAY BE TRANSLATED, IN WHOLE OR IN PART, INTO OTHER LANGUAGES. YOU ACKNOWLEDGE AND AGREE THAT VIRGO DOES NOT HAVE ANY OBLIGATION TO PROVIDE SUCH TRANSLATIONS AND DOES NOT ENDORSE OR GUARANTEE THE ACCURACY OR QUALITY OF, WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY AND ALL SUCH TRANSLATIONS AND YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR REVIEWING AND VERIFYING THE ACCURACY OF ANY AND ALL SUCH TRANSLATIONS.
Application of Disclaimers. All disclaimers in this Agreement will apply to the maximum extent permitted by applicable law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by applicable law.
Your Indemnity. To the maximum extent permitted by applicable law, you agree to release, waive, discharge, indemnify, defend, and hold harmless (at Virgo’s option) Virgo and its affiliates and their respective Representatives from and against any and all Claims and Losses (including with respect to the enforcement of any legal rights or remedies) that may be suffered or incurred by any of them arising out of or as a result of or relating in any manner whatsoever to:
(a) any Event of Default;
(b) your User Content or any other information or data provided by you to Virgo or any third party in connection with Wallet V;
(c) any use, misuse, or loss of your Wallet V Credentials regardless of whether such use is authorized by you;
(d) your access to or receipt or use of any Third-Party Services or third-party information or data or your dealings or interactions with any third parties in connection with Wallet V;
(e) any dispute between you and any third party, including any other Wallet V user in connection with Wallet V;
(f) any of your acts or omissions or any act or omission of any of your Representatives or any person in respect of whom you are responsible at law;
(g) any loss of, damage to, or destruction of Virgo Property or the property of any other person to the extent caused by you or any of your Representatives or any person in respect whom you are responsible at law;
(h) any and all taxes, interest, and penalties payable by or assessed against you or Virgo in connection with any transactions related to your digital assets or your use of Wallet V;
(i) personal injury, loss, or harm (including death) to or of any person caused, directly or indirectly, in any manner whatsoever, by you or any of your Representatives or any person in respect whom you are responsible at law; and/or
(j) your negligence or criminal, willful, or intentional misconduct or the negligence or criminal, willful, or intentional misconduct of any of your Representatives or any person in respect of whom you are responsible at law.
“Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral, or investigative claim, demand, allegation, action, suit, investigation, or proceeding or any other claim or demand.
“Loss” means any loss, liability, or damage (including Taxes and related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgement, appeal, interest, and penalties.
“Representative” means, with respect to a person, any director, officer, principal, employee, personnel, contractor, subcontractor, subtrade, agent, representative, or professional advisor of such person.
Indemnity Cooperation. If any third-party Claim is brought against Virgo or any of its affiliates or their respective Representatives for which indemnity may be sought, you agree that you will not acquiesce to any judgment or enter into any settlement that adversely affects, or could reasonably be expected to affect, the rights or interests of Virgo or any of its affiliates or their respective Representatives without their prior written consent, and each of them will be entitled to participate at their own expense in the defense of any such Claim.
NO RECOURSE FOR LOSSES. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL HAVE NO RECOURSE AGAINST VIRGO FOR ANY LOSSES IN CONNECTION WITH YOUR ACCESS TO OR USE OF WALLET V OR ANY RELATED TRANSACTIONS OR ACTIVITIES. SUCH LOSSES MAY INCLUDE, BUT ARE NOT LIMITED TO, THOSE ARISING FROM OR RELATING TO: (A) INCORRECT INFORMATION, INCLUDING ANY DISPLAYED TOKEN VALUES OR TRANSACTION DETAILS; (B) FAILURES OF BLOCKCHAIN NETWORKS, INCLUDING FORKS, CONGESTION, OR MALICIOUS ATTACKS; (C) CORRUPTED CRYPTOCURRENCY WALLET FILES OR WALLET INCOMPATIBILITIES; (D) UNAUTHORIZED ACCESS TO WALLETS OR ACCOUNTS, INCLUDING WALLET V, INCLUDING LOSSES CAUSED BY COMPROMISED PRIVATE KEYS OR ANY OF YOUR OTHER WALLET V CREDENTIALS; (E) ERRORS OR INACCURACIES IN WALLET V OR ITS UNDERLYING SOFTWARE; (F) FAILURES OF, OR ACTIONS BY, THIRD PARTIES OR THIRD-PARTY SYSTEMS, SERVICES, OR APPLICATIONS YOU RELY ON TO USE THE INTERFACE OR INTERACT WITH WALLET V; (G) SLIPPAGE OR MARKET INEFFICIENCIES WHEN EXECUTING TRADES; (H) ANY MALFUNCTION OR FAILURE OF WALLET V; AND (I) REGULATORY ACTIONS OR LEGAL UNCERTAINTIES AFFECTING THE AVAILABILITY OR USE OF WALLET V OR RELATED ASSETS.
EXCLUSION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIRGO OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDERS OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE FOR ANY LOSSES OF ANY KIND WHATSOEVER OR HOWSOEVER OCCURRING (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGIBLE OR INTANGIBLE HARM, IRREPARABLE HARM, LEGAL FEES OR EXPENSES, OR ANY LOSS OF ANY KIND WHATSOEVER) RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM OR ANY TRANSACTIONS IN CONNECTION THEREWITH.
LIMITATION OF DIRECT DAMAGES. IF AND ONLY TO THE EXTENT THAT THE ABOVE EXCLUSION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE FOR ANY REASON WHATSOEVER, IN RESPECT OF ANY CLAIM BROUGHT BY YOU OR ANY OF YOUR REPRESENTATIVES AGAINST VIRGO OR ANY OF ITS AFFILIATES OR ANY THIRD-PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, INCLUDING A BREACH BY ANY OF THEM OF ANY OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT (WHETHER OR NOT A FUNDAMENTAL BREACH), YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY WILL BE TO RECEIVE FROM VIRGO PAYMENT FOR ACTUAL AND DIRECT DAMAGES TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO ONE HUNDRED DOLLARS ($100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
ACKNOWLEDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE INTENDED TO BE CONSTRUED BROADLY AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NOTWITHSTANDING FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE, REGARDLESS OF WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF THE FORESEEABILITY OF DAMAGES OR LOSSES OR WHETHER VIRGO OR ANY OF ITS AFFILIATES OR ANY THIRD-PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT PROPERLY AND FAIRLY ALLOCATES THE RISKS ASSOCIATED WITH THIS AGREEMENT, WALLET V, AND RELATED TRANSACTIONS, AND THAT, WERE IT NOT FOR SUCH DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY, VIRGO WOULD NOT BE ABLE TO PROVIDE WALLET V IN AN ECONOMICALLY VIABLE MANNER
Events of Default. You acknowledge and agree that the occurrence of any of the following events will constitute an event of default under this Agreement (each, an “Event of Default”):
(a) you breach or fail to observe or perform any term, obligation, covenant, condition, or agreement pursuant to this Agreement or any other contract, agreement, document, or instrument between you and Virgo;
(b) you commit any act of fraud, negligence, or criminal, willful, or intentional misconduct;
(c) you breach or violate applicable law or Virgo reasonably believes that the provision of Wallet V to you or your access to or use of Wallet V would, or could reasonably be expected to, violate Applicable Law;
(d) you improperly access or engage in any prohibited use of Wallet V, any related software, or any other Virgo Property or any Content or Third-Party Services;
(e) you provide any invalid, inaccurate, incomplete, misleading, fraudulent, or outdated information to Virgo or any provider of Third-Party Services;
(f) you infringe the intellectual property rights or violate the privacy rights of any person, including Virgo or any of its affiliates; or
(g) you fail to meet any applicable quality or eligibility criteria set by Virgo or any other person in connection with Wallet V.
Notification upon Default. You will notify Virgo in writing promptly upon becoming aware of any Event of Default.
Remedies. You acknowledge and agree that, if any Event of Default occurs, without prejudice to the enforcement of any other legal right or remedy that Virgo may have pursuant to this Agreement or at law or equity, Virgo or any of its affiliates may take any or all of the following non-exclusive measures immediately and without notice to you:
(a) delete or delay or refuse to delete or delay any transactions by way of Wallet V or any Content;
(b) cancel, suspend, limit, or temporarily or permanently revoke your access to or use of Wallet V or any related services or transactions in whole or in part;
(c) terminate this Agreement; and/or
(d) bring Claim against you for damages.
Injunctive and Equitable Relief. In addition, you acknowledge and agree that:
(a) your compliance with your obligations pursuant to this Agreement is necessary to protect personal data and/or the intellectual property, business, goodwill, and/or proprietary interests of Virgo and its affiliates and third parties;
(b) your breach of any such obligations will give rise to irreparable harm or injury to Virgo and its affiliates and third parties that will not be adequately compensable with monetary damages;
(c) Virgo or any of nits affiliates may, in addition to any other remedy, enforce the performance of this Agreement by way of equitable relief, including interim, interlocutory and/or final injunctive relief, specific performance, or such other and further relief as a court may deem just and proper, upon application to a court of competent jurisdiction without proof of actual damages, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made, and without the requirement of posting a bond or other security; and
(d) notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
Violation of Applicable Law. You acknowledge and agree that any attempt by you or any person on your behalf to misuse, abuse, damage, destroy, or undermine the legitimate operation of Wallet V, any related software, or any other Virgo Property or any Content or Third-Party Services may be a violation of applicable law (including criminal and/or civil laws) and should such an such attempt be made, Virgo reserves the right to bring a Claim against you for damages to the maximum extent permitted by applicable law.
Remedies Cumulative. All rights and remedies of Virgo pursuant to this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to Virgo, whether provided by law, equity, statute, in any other agreement between the Parties or otherwise.
Term. The term of this Agreement will begin on the date you accept and agree to this Agreement and will continue and remain in full force and effect until the date on which either party terminates this Agreement in accordance with this Agreement (the “Term”).
Termination by You. You may terminate this Agreement and your access to and use of Wallet V at any time by providing notice of such termination to Virgo as set out on Wallet V.
Termination by Virgo Without Cause. Virgo may at any time terminate this Agreement, any rights or licences granted hereunder or in connection herewith (including the Licence), your access to and use of Wallet V in whole or in part for convenience or for any reason or for no reason and without liability immediately by providing you with reasonable advance notice, but in any event will not be required to provide you with more than 30 days’ prior written notice.
Termination by Virgo for Cause. Without prejudice to enforcement of any other right or remedy that Virgo may have pursuant to this Agreement or at law or equity, Virgo may, in its sole discretion, terminate this Agreement and/or any rights or licences granted pursuant to or in connection with it (including the Licence) and/or terminate, cancel, or block your access to Wallet V in whole or in part immediately and without notice to you if:
(a) an Event of Default occurs or Virgo has reason to believe that an Event of Default has occurred; or
(b) Virgo believes in good faith that such termination is reasonably necessary to protect the personal safety or security, the rights (including intellectual property rights and privacy rights), or the tangible or intangible property of Virgo or any other person.
Effect of Termination. If this Agreement is terminated by either you or Virgo of any reason whatsoever:
(a) the Licence, and any and all other rights or licences granted pursuant to or in connection with this Agreement or Wallet V, will immediately terminate and be of no further for force and effect;
(b) Virgo reserves the right to immediately terminate, cancel, suspend, block, or restrict your access to Wallet V in whole or in part;
(c) you will immediately cease any and all access to and use of Wallet V and any other Virgo Property in respect of which you may have access, possession, or control; and
(d) you may not be able to register or access or use Wallet V and you may not be entitled to a restoration of any of the foregoing.
Survival. Notwithstanding the termination of this Agreement for any reason whatsoever, all provisions of this Agreement required to interpret and enforce this Agreement will survive such termination, including Section 1 (Access to and Use of Wallet V), Section 2 (Wallet V Credentials), Section 3 (Ownership and Control of Digital Assets), Section 4 (AI Disclosure and Disclaimer), Section 5 (Virgo Property), Section 6 (Third-Party Services), Section 7 (Fees and Charges), Section 8 (Representations and Warranties), Section 9 (Disclaimers), Section 10 (Indemnity), Section 11 (Limitation of Liability), Section 12 (Events of Default and Remedies), Section 13 (Term and Termination), Section 14 (Dispute Resolution), and Section 15 (General) will survive any such termination.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the British Virgin Islands without giving effect to any principles of conflicts of law.
Binding Arbitration. Any and all disputes, controversies, and Claims arising out of or in connection with this Agreement, including any dispute as to the existence, validity, interpretation, breach, or termination of this Agreement, or related to any legal relationship associated with, arising or derived from this Agreement, Wallet V, or any related transaction, will be settled by final, binding, and confidential arbitration without right of appeal in accordance with the BVI IAC Arbitration Rules and the BVI Arbitration Act, 2013. The number of arbitrators will be one. The place and seat of arbitration will be the BVI. The language to be used in arbitral proceedings will be English.
Court Adjudication for Specific Disputes. Notwithstanding the agreement to arbitrate, either party may apply to the courts of the British Virgin Islands:
(a) for interim measures of protection (including injunctive relief) in aid of arbitration; and/or
(b) to recognize and/or enforce (including any interim, partial or final award).
The parties submit to the jurisdiction of the courts of the British Virgin Islands for the foregoing purposes only and waive any objection based on forum non conveniens. Any such application will not be treated as a waiver of the agreement to arbitrate.
JURY TRIAL WAIVER. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNCONDITIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY AND ALL DISPUTES.
CLASS ACTION WAIVER. YOU ACKNOWLEDGE AND AGREE THAT ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNCONDITIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING IN RESPECT OF ANY AND ALL DISPUTES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM. UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY AGREED TO IN WRITING BY VIRGO, THE ADJUDICATOR OF ANY DISPUTE MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
Headings. The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder”, and similar expressions refer to this Agreement and not to any particular Section or other portion of this Agreement and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to Sections are to Sections of this Agreement.
Extended Meanings. In this Agreement, unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders and the terms “include” and “including” will also mean “include without limitation” and “including without limitation” respectively.
Currency. Unless and only to the extent otherwise expressly provided in writing in this Agreement, all dollar amounts referred to in this Agreement are stated in United States Dollars (USD).
Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, and understandings, written or oral, between the parties. Except as otherwise expressly provided in this Agreement, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement. You acknowledge and agree that your entering into, or your agreement to be bound by the terms and conditions of, this Agreement has not been induced by, nor do you rely upon or regard as material, any representations, warranties, conditions, other agreements, or acknowledgements not expressly made in this Agreement.
Force Majeure. Any delay or failure of Virgo to perform its obligations pursuant to this Agreement will be excused if the delay or failure is caused by an event or occurrence beyond the reasonable control of Virgo, including an act of God, action by any governmental authority (whether valid or invalid), fire, flood, windstorm, explosion, riot, natural disaster, pandemic, widespread outbreak of infectious disease, war, sabotage, labour problem (including lock-out, strike, or slowdown), court order, or injunction, provided that notice of delay (including anticipated duration of the delay) will be given by Virgo to you within 10 days of Virgo becoming aware of any such event or occurrence.
Notices. Unless and only to the extent otherwise specified by Virgo, any notices or other communications permitted or required pursuant to this Agreement will be provided electronically to you by Virgo via Wallet V or email and by you to Virgo via email to [email protected] or via the Contact Us feature. Any such notice will be deemed to be delivered and received (in the absence of evidence of prior receipt) as evidenced by Wallet V. You agree and consent to receive electronic notices, communications, disclosures, agreements, documents in connection with this Agreement and Wallet V.
Assignment. Neither this Agreement nor any of the rights or obligations pursuant to it may be assigned, transferred, or delegated by you without the prior written consent of Virgo, which may be withheld for any reason or no reason, and any purported assignment of this Agreement by you will be void. Virgo may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, to any person without notice to you.
Waiver. The waiver by Virgo of a breach or default of any provision of this Agreement by you or any person in respect of whom you are responsible at law or any delay or omission on the part of Virgo to exercise or avail itself of any of its rights, remedies, powers, or privileges will not be effective unless in writing and will not be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement.
Severability. In the event that any provision (or any portion of a provision) of this Agreement will for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal, or unenforceable provision (or portion of a provision) had never been contained in this Agreement in regards to that particular jurisdiction.
Enurement. This Agreement will enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.
Relationship. Nothing in this Agreement or your use of Wallet V or any related services will be deemed to constitute either party as an agent, representative, or employee of the other party or both parties as joint venturers or partners for any purpose and Virgo has no fiduciary relationship or obligation to you in connection with your use of Wallet V. You will not have the authority or right to represent or obligate Virgo in any way. By virtue of this Agreement or otherwise, you will not have any right, power, or authority to act or create an obligation, express or implied, on behalf of Virgo. You assume responsibility for all of your actions and omissions and those of your Representatives and any Person in respect of whom you are responsible at law.
Legal Advice. You represent and warrant that you are entering into this Agreement freely and voluntarily having had an opportunity to thoroughly review and understand this Agreement and to seek legal advice as to the meaning of the provisions contained herein, and you hereby confirm that you are acting of your own free will and not under any duress or undue influence.
Admissibility. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or arbitral proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
English Language. Each of the parties confirms their express wish that this Agreement and any and all related documents and instruments and communications (including notices) will be in English only and declare to be satisfied therewith.
Electronic Communications. You hereby acknowledge that the BVI Electronic Transactions Act, 2021 applies to this Agreement where applicable.
Contact Us. If you have any questions regarding this Agreement, please contact us via [email protected] or via the Contact Us feature.