Wallet V Terms of Service
Last Updated: June 15, 2025
This Wallet V Terms of Service (these “Terms”) is a binding contract between you (“you” or “your”) and Virgo Web3 Labs Ltd. (“Virgo”, “we”, “us” or “our”), a company existing under the laws of the British Virgin Islands, and governs our provision of and your use of Wallet V , a mobile device software application and online service (the “Wallet V”) that enables users to: (a) locally store private keys required to transact with certain compatible digital assets; (b) self-custody compatible digital assets; (c) locally construct and sign transaction messages to decentralized applications and decentralized exchanges; (d) access and view transaction history, balances, and other information made available by decentralized applications, decentralized exchanges, and other digital asset networks; and (e) use additional functionality as Virgo may add to the application or online service from time to time.
These Terms are subject to binding arbitration, as described in greater detail in Appendix 1, and you agree that you have read, understand, and accept the Wallet V Arbitration Agreement in Appendix 1 of these Terms.
By agreeing to the Wallet V Arbitration Agreement, you and we agree to resolve any disputes we may have with each other via binding arbitration (instead of a court of general jurisdiction), and you agree to do so as an individual (instead of as a member of a class in a class action). To the extent that the law allows, you also waive your right to a trial by jury. For more information on these requirements, see Section 17 of these Terms and the Wallet V Arbitration Agreement.
Please review these Terms carefully, as they govern your use and access of the Wallet V, and expressly covers your rights and obligations, and our disclaimers under Section 13 and limitations of liability under Section 15 in respect of such use or access.
By clicking “I Accept” or by otherwise using or accessing any portion of the Wallet V, you represent to us that: (a) if you are agreeing to these Terms on behalf of an organization, you have the legal authority to bind that organization to these Terms; (b) you can form a legally binding contract online, and have the necessary rights, power and authority to enter into and to comply with the obligations under these Terms; (c) you are no less than 18 years old or the age of majority where you reside, whichever is older; and (d) you agree to be bound by and to comply with these Terms.
If you do not agree to any portion of these Terms, you must not access or use the Wallet V.
Please refer to our Wallet V Privacy Policy, available at: https://walletv.io/public_front/PrivacyPolicy.html (as may be amended from time to time, the “Privacy Policy”), for information on how we collect, use and disclose any personal information that we may collect from you through your access and use of the Wallet V, which we may change from time to time as described therein. You acknowledge and agree that you have reviewed and accepted our Privacy Policy, and you consent to the collection, use and disclosure of your personal information in accordance with the Privacy Policy.
We reserve the right, in our sole discretion, to modify these Terms at any time. Any and all such modifications will become effective immediately upon posting. You are responsible for frequently reviewing these Terms and becoming familiar with any modifications made to these Terms. By clicking “I Agree” to any modified Terms or by continuing to access or use the Wallet V, you accept and agree to be bound to the modified Terms. If you do not agree to any modified Terms, then you must not use the Wallet V. The Wallet V may evolve over time and we may, in our sole discretion, change or discontinue all or any part of the Wallet V, at any time and without notice to you.
By accessing and using the Wallet V, you represent to us that you are not a resident of, or located in, any country on which the United Nations or the United states of America has imposed sanctions, or part of any designated lists published by the United Nations or United States of America. By accessing and using the Wallet V, you also represent to us that you are not a resident of 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, Cuba, Nicaragua, Russia, Syria, Venezuela, and Mali
Further, by accessing and using the Wallet V, you represent to us that, to the best of your knowledge, no digital assets that you transfer (or that have been transferred) from or that you receive (or have received) in the Wallet V: (a) were obtained or derived, directly or indirectly, as a result of illegal activities; (b) are intended to be used, directly or indirectly, in order to carry out a criminal offence or a terrorist activity or for the benefit of a terrorist group; (c) are owned or controlled by a terrorist group; or (d) are being transacted by you on behalf of a person or entity who you have not identified.
In order to use the Wallet V, you will be required to import, or if you do not have one to create, an industry standard 12-word recovery phrase (your “Recovery Phrase”), which may be used to access and use Wallet V’s mobile device software application or to use another compatible third-party digital asset wallet. YOU ACKNOWLEDGE AND UNDERSTAND THAT, OTHER THAN THE ON-CHAIN ADDRESS LINKED TO YOUR VIRGO WALLET, WE HAVE NO ACCESS TO OR VISIBILITY INTO YOUR RECOVERY PHRASE, PRIVATE KEYS OR DIGITAL ASSETS, AND THEREFORE YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY LOSS, DAMAGE OR LIABILITY ARISING FROM YOUR RECOVERY PHRASE, OR ANY DIGITAL ASSETS THAT MAY BE ACCESSIBLE THROUGH YOUR VIRGO WALLET. You are solely responsible for: (a) maintaining the security and confidentiality of, and otherwise safekeeping, your Wallet V credentials, including your Recovery Phrase and any other private keys or credentials accessible locally through your Wallet V; and (b) all activities and actions conducted through, any access to and any other use of your Wallet V, whether or not such activities, actions, access, or use are performed directly by you. ACCORDINGLY, YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF YOUR VIRGO WALLET CREDENTIALS OR RECOVERY PHRASE, OR ANY UNAUTHORIZED ACCESS TO YOUR VIRGO WALLET AS A RESULT OF YOUR FAILURE TO SAFEGUARD YOUR VIRGO WALLET CREDENTIALS.
As your Recovery Phrase may be one of the only ways to access the digital assets, including through the Wallet V, we suggest that you store your Recovery Phrase in a safe place outside of the Wallet V, so that you may access your digital assets through a compatible, third party wallet application.
As between you and us, you solely own and control the digital assets held in and that are otherwise accessible through your Wallet V. As the sole owner of the digital assets in your Wallet V, you shall bear all risk of loss of such digital assets. Further, as Virgo has no control over any digital assets that may be held in or otherwise accessible through your Wallet V, you agree that Virgo shall not be liable for any fluctuations in the value of your digital assets or any loss of your digital assets as a result of your use of the Wallet V.
Virgo provides the Wallet V for the convenience of its users. You acknowledge and understand that you do not need to use the 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 that by using the Wallet V you are at no time transferring your digital assets to Virgo or its affiliates.
For purposes of these Terms: (a) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials; (b) “User Content” means any Content that wallet holders (including you) make available to us through your use of the Wallet V; and (c) “Virgo Content” means all Content except for User Content.
We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. However, although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
Subject to the foregoing, Virgo and its licensors exclusively own all rights (including all worldwide intellectual property rights), title, and interests in and to the Wallet V and the Virgo Content. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Wallet V or the Virgo Content.
As between you and us, the Wallet V (including any services that we provide to you in connection therewith) and the Virgo Content are proprietary to Virgo and its licensors and they must not be used other than strictly in accordance with these Terms. Virgo hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Wallet V and Virgo Content for your own personal and non-commercial use, in accordance with these Terms.
The Wallet V may contain links to third party services, decentralized applications, and/or decentralized exchanges (“Third Party Services”). The Wallet V enables you to access such Third Party Services via the Wallet V’s front-end, web3 browsers, and/or through functionality made available through such Third Party Services. You acknowledge and understand that these Third Party Services are subject to their own terms and conditions between you and the relevant owners, licensors, or providers of such Third Party Services. If you do not agree to comply with the applicable terms and conditions for any such Third Party Services, then you should not access or use any such Third Party Services. Further, you acknowledge and understand that your access to and use of any such Third Party Services may be subject to fees chargeable by the relevant third party owner, licensor, or provider of such Third Party Services, and that you are solely responsible for paying any such fees chargeable.
For the avoidance of doubt, when you use any such Third Party Services, you understand that you are at no time transferring your digital assets to us, nor are you providing us with any access or control over your digital assets. We provide access to such Third Party Services only as a convenience, and accordingly, we do not: (a) verify, curate or have any control over any content or functionality made available through any such Third Party Services; (b) recommend, warrant or endorse any such Third Party Services; and (c) are not responsible for the availability or legitimacy of, the content, products, services, or assets on or accessible through any such Third Party Services (including any related websites, resources or links displayed therein).
9.1 Hyperliquid Services
Wallet V will allow you to connect to your Hyperliquid account and access perpetual futures trading, deposit/withdrawal functions, and the ability to view your profits and loss (“P&L”) and Hyperliquid account balances (together known as “Hyperliquid Services”). Hyperliquid’s services can be access independently at https://app.hyperliquid.xyz/.
Hyperliquid Services offered through Wallet V is solely the responsibility of Hyperliquid. You must review Hyperliquid’s Terms of Service (https://app.hyperliquid.xyz/terms) prior to using Hyperliquid Services through Wallet V. Any risks present through the use of Hyperliquid Services are your sole responsibility. Hyperliquid also restricts users from certain jurisdictions from using their services as described in Hyperliquid’s Terms of Service (https://app.hyperliquid.xyz/terms). In addition to such restrictions, Wallet V does not make available Hyperliquid Services to residents of Canada, United States of America, or residents of any jurisdiction restricted within article 5 of these Terms.
Wallet V makes not warrantees and cannot guarantee access to Hyperliquid Services through Wallet V. You may access your Hyperliquid account anytime directly through Hyperliquid’s website (https://app.hyperliquid.xyz/).
The licenses granted hereunder and any services that we provide to you in connection with the Wallet V are made available to you at no charge. We reserve the right to charge fees for the licenses granted hereunder and for the provision of any services in connection with the Wallet V, in our sole discretion. If we charge you any fees for your use of the Wallet V, we will disclose the amount of fees we will charge you for the applicable Service at the time that you access the Service.
Despite the foregoing, you may incur fees from third parties for your use of linked services via the Wallet V, including fees related to swaps, bridges, or other transactions executed on, or to otherwise access, third party decentralized apps and/or decentralized exchanges. You understand and acknowledge that all such third party fees are not charged by Virgo and are not paid to Virgo. Accordingly, under no circumstances will we be liable to you for any losses, damages, or other liability arising from or relating to any such third party fees charged to you by any third party services linked to or accessed through your use of the Wallet V. We will attempt to provide you with information on any potential third party fees chargeable to you, as such information is made available to us by relevant third parties. However, such information should be treated as estimates, as we cannot provide any guarantees on the accuracy of such information, and the actual third party fees chargeable by applicable third parties to access and interact with the relevant decentralized apps and/or decentralized exchanges may vary from the information relating to estimated third party fees chargeable that we provide to you through the Virgo App.
You are solely responsible for determining the tax implications and tax reporting requirements associated with any transaction you make involving digital assets through your Wallet V, and for paying any and all applicable taxes to the relevant tax authorities. We are not responsible for determining whether there are any tax implications in connection with the transactions involving digital assets accessible through your Wallet V, for reporting any such transactions, or for paying any applicable taxes.
You will not use the Wallet V in any manner that:
We reserve the right to suspend or terminate your access to and use of the Wallet V, including if: (a) you provide us with inaccurate, untrue, or incomplete information; (b) if your use of the Wallet V disrupts or poses a security risk to us; or (c) if you fail to comply with the Wallet V creation requirements or any of these Terms.
We may terminate your access to and use of the Wallet V, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Wallet V: (a) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use and/or access of the Wallet V in any way whatsoever; and (b) notwithstanding the foregoing, Sections 6, 7, 8, 9, 13, 14, 15, 16, and 17 of these Terms will survive the termination or expiration of these Terms.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE PROVIDE THE VIRGO WALLET (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE VIRGO WALLET) AND VIRGO CONTENT TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND WE HEREBY SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOUR ACCESS AND YOUR USE OF THE VIRGO WALLET AND VIRGO CONTENT IS AT YOUR SOLE RISK, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. VIRGO DOES NOT MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND THAT ACCESS TO THE VIRGO WALLET, OR ANY OF ITS FUNCTIONALITY, OR ANY VIRGO CONTENT WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, FREE OF HARMFUL CODE, OR COMPATIBLE OR WORK WITH ANY SPECIFIC SOFTWARE, SYSTEM, OR OTHER SERVICES. SERVICE INTERRUPTIONS MAY DISRUPT YOUR ACCESS TO OR USE OF THE VIRGO WALLET OR THE FUNCTIONALITY OR VIRGO CONTENT MADE AVAILABLE THROUGH THE VIRGO WALLET.
USE OF ANY PRIVATE KEY STORAGE SERVICE, INCLUDED AS PART OF THE VIRGO WALLET IS OFFERED TO YOU AS A CONVENIENCE. YOU ARE SOLELY IN CONTROL OF AND RESPONSIBLE FOR STORING AND SECURING YOUR RECOVERY PHRASE AND PRIVATE KEYS ACCESSIBLE THROUGH YOUR VIRGO WALLET. VIRGO DOES NOT STORE A BACKUP OF, AND WILL NOT BE ABLE TO RECOVER, YOUR RECOVERY PHRASE OR PRIVATE KEYS ACCESSIBLE THROUGH YOUR VIRGO WALLET. IF YOU LOSE YOUR RECOVERY PHRASE, THEN YOU WILL LOSE ACCESS TO ALL DIGITAL ASSETS YOU HAVE STORED IN YOUR VIRGO WALLET. DO NOT LOSE YOUR RECOVERY PHRASE. YOU SHOULD ALWAYS BACKUP YOUR RECOVERY PHRASE AND THE PRIVATE KEYS ACCESSIBLE THROUGH YOUR VIRGO WALLET VIA SECONDARY MEANS.
VIRGO MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THAT OWN OR OPERATE ANY SUCH THIRD PARTY SERVICES, THE INFORMATION CONTAINED ON ANY THIRD PARTY SERVICES, ASSETS AVAILABLE THROUGH ANY THIRD PARTY SERVICES, OR THE SUITABILITY, PRIVACY, OR SECURITY OF ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH ANY SUCH THIRD PARTY SERVICES. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD PARTY SERVICES, THIRD PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR ASSETS TRADED THROUGH SUCH THIRD PARTY SERVICES. VIRGO SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES, LOSSES OR OTHER LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH THE VIRGO WALLET.
You agree that you will indemnify and hold harmless Virgo and its affiliates, officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting expenses, arising out of or in any way connected with: (a) your access to or use of the Wallet V; (b) your User Content; (c) your access or use of Third Party Services; (d) any taxes, interest and penalties that may be assessed against Virgo by a tax authority in respect of any transactions involving digital assets that executed through your use of the Wallet V; or (e) your violation of these Terms.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL VIRGO OR ITS AFFILIATES BE TO YOU OR ANY THIRD-PARTY LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OF ANY TYPE WHICH MAY ARISE OUT OF OR THAT ARE IN ANY WAY RELATED TO YOUR ACCESS OR USE, OR INABILITY TO ACCESS OR USE, THE VIRGO WALLET, INCLUDING BUT NOT LIMITED TO ACTUAL OR ALLEGED DAMAGES ARISING FROM OR IN CONNECTION WITH: (A) THE COMPROMISE OR LOSS OF YOUR CREDENTIALS FOR THE VIRGO WALLET OR DIGITAL ASSETS ACCESSIBLE THROUGH THE VIRGO WALLET; (B) LOSS OF OR INABILITY TO RESTORE ACCESS TO THE VIRGO WALLET, THE DIGITAL ASSETS ACCESSIBLE FROM THE VIRGO WALLET, OR YOUR RECOVERY PHRASE; (C) MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO ANY DECENTRALIZED APPLICATIONS, DECENTRALIZED EXCHANGES, OR OTHER DIGITAL ASSET NETWORK; (D) ANY FAILURE TO SEND OR RECEIVE ANY MESSAGES USING OR OTHERWISE THROUGH THE VIRGO WALLET; OR (E) ANY DIMINUTION OF OR FLUCTUATIONS IN THE VALUE OF ETHER OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON A DECENTRALIZED APPLICATION, DECENTRALIZED EXCHANGE OR DIGITAL ASSET NETWORK. VIRGO SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED ACCESS OR USE OF THE VIRGO WALLET, EVEN IF AN AUTHORIZED REPRESENTATIVE OF VIRGO HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL VIRGO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS (USD$100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
If you have a dispute with us or if we have a dispute with you, the dispute shall be resolved through binding arbitration or in small claims court pursuant to the Wallet V Arbitration Agreement in Appendix 1 below.
As an illustration only, the following is a summary of some of the terms of the Wallet V Arbitration Agreement:
These Terms constitute the entire and exclusive understanding and agreement between Virgo and you regarding the Wallet V and any Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Virgo and you regarding the Wallet V and any Content. If any provision of these Terms is held invalid or unenforceable (either by an authorized arbitrator or by a court of competent jurisdiction), then that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and enure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms will be given by posting in or through the Wallet V, and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the Wallet V.
In no event will we be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, tsunami, or explosion; (c) epidemics or pandemics; (d) war, terrorism, invasion, riot, or other civil unrest; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) passage of any new laws or amendments to any existing laws, or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; (i) national or regional shortage of adequate power or telecommunications or transportation facilities; or (j) any other event that is beyond our reasonable control.
These Terms and all matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the British Virgin Islands, without giving effect to any choice or conflict of law provision or rule (whether of the British Virgin Islands or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the British Virgin Islands.
For purposes of these Terms: (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms, as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) the headings in these Terms are for reference only and do not affect the interpretation of these Terms. Unless the context otherwise requires, references herein: (i) to Sections refer to the Sections of these Terms; and (ii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Unless otherwise stated, all dollar amounts in this Agreement refer to the lawful currency of the United States of America.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Virgo. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Each of the parties hereto confirm their express wish that these Terms, as well as all other documents relating hereto, including notices, be drawn up in the English language only and declare to be satisfied therewith.
APPENDIX 1: WALLET V ARBITRATION AGREEMENT
1. Applicability of Arbitration Agreement
Subject to the terms of this Wallet V Arbitration Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Arbitration Agreement”), you and Virgo agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Product, the Services, or the Wallet V Terms of Service (the “Wallet ToS”) and prior versions of the Wallet ToS, including claims and disputes that arose between us before the effective date of the Wallet ToS (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Virgo may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Virgo may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Wallet ToS as well as claims that may arise after the termination of the Wallet ToS. Any capitalized term used herein without definition shall have the meaning assigned thereto in the Wallet ToS.
2. Waiver of Jury Trial
YOU AND VIRGO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and VIRGO are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
3. Waiver of Class and Other Non-Individualized Relief
YOU AND VIRGO AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 8, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 8 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Virgo agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the British Virgin Islands. All other Disputes that are not severed shall be litigated in small claims court or arbitrated. This section does not prevent you or Virgo from participating in a class-wide settlement of claims.
4. Rules and Forum
The arbitration will be administered by the BVI International Arbitration Centre (“BIAC”), in accordance with the Arbitration Act, 2013 (the "BIAC Rules") then in effect, except as modified by this Arbitration Agreement.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide Virgo a copy of your Request by email at [email protected] or through VIRGO’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the username and wallet addresses (if any) associated with the applicable Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) if you are the party making the Request, a statement certifying completion of the Formal Complaint Process as described in the Wallet ToS or your basis for not completing the Formal Complaint Process; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and VIRGO otherwise agree, or the Batch Arbitration process discussed in section 8 is triggered, the arbitration will be conducted in the county where you reside. Subject to the BIAC Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the BIAC is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any BIAC fees and costs will be solely as set forth in the applicable BIAC Rules.
You and VIRGO agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
5. Authority of Arbitrator
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the section entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” section of the Wallet ToS.
6. Attorneys’ Fees and Costs
The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose. If you or VIRGO need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
7. Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, you and VIRGO agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against VIRGO by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the BIAC shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the BIAC, and the BIAC shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by VIRGO.
You and VIRGO agree to cooperate in good faith with the BIAC to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
8. Modification
If we make any updates to the Arbitration Agreement, we will make the updated terms available to you by publishing them on the Site. Your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.
9. Severability
If any provision of this Arbitration Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Arbitration Agreement shall not be affected.