WALLET V – VPOINTS PROGRAM
TERMS OF USE

The VPoints Program (the “Program”) is an exclusive Wallet V™ loyalty rewards program offered by Virgo Web3 Labs Ltd., a company incorporated under the laws of the British Virgin Islands (“Virgo”, “us”, “we”, “our”, and words of like meaning) to you (“you”, “your”, “yourself”, and words of like meaning), subject to and conditional upon your compliance with these terms of use governing the Program, as they may be modified or replaced from time to time (this “Agreement”). This Agreement is governed by and forms an integral part of your Wallet V User Agreement (your “User Agreement”). In addition, this Agreement should be read in conjunction with the Wallet V Terms of Use and Privacy Policy, each of which is incorporated by reference into, and forms an integral part of, this Agreement. Capitalized terms used but not otherwise defined herein will have the meaning given to them in your User Agreement. The Program is owned and operated by Virgo and made available to you subject to your compliance with this Agreement and your User Agreement. This Agreement constitutes a binding legal agreement between you and Virgo. Unless and only to the extent otherwise expressly provided in this Agreement, if there is any conflict or inconsistency between this Agreement and your User Agreement or the Terms of Use or Privacy Policy regarding the Program, this Agreement will govern to the extent necessary to resolve such conflict or inconsistency.

1. VPoints. By accessing and using Wallet V, subject to this Agreement and your User Agreement, you will have the opportunity to earn VPoints points (“VPoints”). VPoints may be used toward redeeming benefits on Wallet V, as specified on Wallet V from time to time.

2. Modifications to this Agreement and the Program. The Program and any and all related requirements and conditions, activities, benefits, features, offers, rewards, earning and redemption rates and limits, expiration rules, and services are subject to availability and may be modified by Virgo at any time without notice. Virgo reserves the right in its sole discretion to amend, restate, replace, supplement, or otherwise modify this Agreement or the Program at any time and from time to time. To the extent required by applicable law, we will provide notice if we end the Program or make a material change to it. You should review this Agreement regularly for 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. If any such amendment, restatement, replacement, supplement, or modification is not acceptable to you, you must immediately cease your participation in the Program. We reserve the right to cancel or suspend your participation in the Program in the event of fraud, abuse of rewards privileges, violation of this Agreement or any applicable laws, or at our discretion. If the Program is terminated or your VPoints are cancelled or your User Agreement is terminated, all unredeemed VPoints and associated benefits will be forfeited without any obligation or liability and will not be honoured after the conclusion of the notice period. All VPoints will become void at the time of cancellation or termination. You acknowledge and agree that you are solely responsible and liable for remaining knowledgeable of this Agreement and any Program rule changes.

3. Program Eligibility. Participation in the Program as a Program member is available to you, provided that you have agreed to this Agreement and our User Agreement and are a Canadian resident, at least 18 years of age, legally capable of entering into the Program in the jurisdiction of your residence, and able to provide a unique and valid email address or mobile number.

4. Earning and Receiving VPoints. Subject to the terms and conditions of this Agreement, VPoints may be earned by you automatically through eligible in-app activities as you use Wallet V, as set out on Wallet V from time to time, including on-chains swaps, cross-chain swaps, prediction market trading, perpetual trading, one-time tasks (such as first deposit, first transfer to a perpetual trading account, first transfer to a prediction market account, and first use of earn), recurring or daily tasks (such as daily check-in and sharing eligible trading positions), periodic campaigns, promotions, and special events (which may have separate eligibility requirements, reward amounts, and campaign-specific rules). You acknowledge and agree that earning rates, eligible activities, tasks, campaigns, and promotional rewards related to the Program may vary or be changed by Virgo from time to time without notice. Virgo may from time to time offer additional ways for you to earn VPoints, subject to the terms and conditions of this Agreement.

5. Acknowledgement. You acknowledge and agree that:

(a) VPoints have no cash value, are neither fiat currency nor digital assets, and cannot be exchanged or redeemed for cash or credit;

(b) you have no ownership interest in any VPoints and any VPoints collected by you do not constitute property;

(c) use of the word “earn” or similar language in this Agreement or on Wallet V or in marketing materials associated with the Program does not imply that VPoints have any value prior to redemption; and

(d) unless and only to the extent otherwise expressly stated in this Agreement, VPoints may not be purchased or sold and are not transferable.

6. Redeeming VPoints. Subject to the terms and conditions of this Agreement, you may redeem your VPoints for Wallet V VIP tiers. Higher Wallet V VIP tiers require more VPoints. VIP tiers may provide benefits in Trade & Win, including higher multipliers on eligible prediction market and perpetual trading volume for the volume-based draw. Higher VIP status may increase the chance of winning but does not guarantee any prize. The PnL Leaderboard component of Trade & Win is separate and is not affected by VIP tiers. VPoints may not be used as payment of, or set off against, any Fees or other amounts owing to Virgo.

7. VPoints Balances. You may contact us at any time to verify your current VPoints balance or if you have any questions about how to redeem your VPoints. To verify your VPoints balance, contact us via email at [email protected] or via the Contact Us page of Wallet V. In addition, Virgo may from time to time provide you with updates on VPoints balances via Wallet V or email.

8. Acknowledgement. You acknowledge and agree that:

(a) VPoints have no cash value, are neither fiat currency nor digital assets, and cannot be exchanged or redeemed for cash or credit or transferred, sold, purchased, assigned, or exchanged;

(b) you have no ownership interest in any VPoints and any VPoints collected by you do not constitute property;

(d) unless and only to the extent otherwise expressly stated in this Agreement, VPoints may not be purchased or sold and are not transferable.

9. Termination or Cancellation. As long as you are an active Program member and your User Agreement has not been terminated or canceled, your VPoints will not expire. Notwithstanding the foregoing, you acknowledge and agree that your participation in the Program is a privilege granted to you at the sole discretion of Virgo and, as such, Virgo reserves the right to, at any time, in its sole discretion, suspend, revoke, cancel, or terminate the Program, your VPoints, or your participation in the Program (in whole or in part). If your User Agreement is terminated by you or Virgo, your participation in the Program will automatically terminate and your VPoints will automatically expire. Any unused VPoints remaining upon termination of this Agreement will automatically expire and are non-refundable and you will not be entitled to a refund or credit with respect to any unused VPoints.

10. Privacy. The Virgo Privacy Policy explains our information practices and the choices you can make concerning the use and disclosure of your personal information.

11. Errors or Inconsistencies. Despite our efforts to ensure accuracy, occasionally errors may occur. We reserve the right to correct such errors at any time even if they affect VPoints. In the event of any inconsistency or discrepancy between this Agreement or your User Agreement and any statements contained in any other Virgo materials, including advertising and marketing materials, regarding VPoints, the terms of this Agreement and your User Agreement will prevail, govern, and control to the extent necessary to resolve any such inconsistency or discrepancy. You acknowledge and agree that your VPoints balances are at all times subject to reconciliation and correction by Virgo, that Virgo’s system records will be used as the primary basis for determining eligible activity and VPoints earned, redeemed, or adjusted. Virgo reserves the right at any time and from time to time to review your VPoints activity and account balances and withhold, cancel, deduct, or adjust any VPoints balances where VPoints were incorrectly issued, including as a result of system bugs, calculation errors, duplicate rewards, transaction reversals or other technical issues. Virgo reserves the right to cancel or revoke any VPoints issued to you or restrict, suspend, cancel, or terminate your participation in the Program for any reason, including where we have reason to believe there may be fraud, abuse, wash trading, artificial volume generation, exploitation of system bugs, multiple-account abuse, or other activity that improperly generates or is intended to improperly generate VPoints.

12. TAX LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL TAX LIABILITY RELATED TO YOUR PARTICIPATION IN THE PROGRAM. THE FOREGOING WILL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER.

13. LIMITATIONS OF LIABILITY AND DAMAGES.

(a) YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b) YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY EXPENSE, LOSS, COST, INJURY, DAMAGE, OR ANY OTHER MATTER OR THING WHATSOEVER, HOWEVER SUFFERED OR CAUSED DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THE PROGRAM, INCLUDING: (A) ANY FAILURE, DELAY, OR DECISION BY US IN ADMINISTERING THE PROGRAM; (B) UNAUTHORIZED USE BY ANY THIRD PARTY OF YOUR VPOINTS OR YOUR CREDENTIALS; OR (C) THE LOSS, THEFT, OR DELAYED NOTIFICATION OF ANY VPOINTS OR ASSOCIATED BENEFITS.

(c) YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO YOUR PARTICIPATION IN THE PROGRAM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RECOVERY OF DAMAGES WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES UP TO A MAXIMUM OF CAD $100.00, AND WILL NOT INCLUDE ANY INDIRECT, SPECIAL, CONSEQUENTIAL, ENHANCED, OR PUNITIVE DAMAGES, AND YOU WAIVE THE RIGHT TO SEEK OR RECOVER ANY INDIRECT, SPECIAL, CONSEQUENTIAL, ENHANCED, OR PUNITIVE DAMAGES.

(d) YOU ACKNOWLEDGE AND AGREE THAT ANY LIABILITY WE MAY HAVE TO YOU FOR ANY NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE IN CONNECTION WITH THE PROGRAM IS LIMITED TO CREDITING YOU WITH VPOINTS AS VIRGO DETERMINES IN ITS SOLE DISCRETION.

(e) THESE LIMITATIONS AND WAIVERS ARE INTENDED TO BE CONSTRUED BROADLY AND WILL APPLY TO ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF OR RELATING TO YOUR PARTICIPATION IN THE PROGRAM.

(f) THE FOREGOING LIMITATIONS AND WAIVERS WILL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER.

14. 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.

15. 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.

16. 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.

17. Court Adjudication for Specific Disputes. Notwithstanding the agreement to arbitrate, either party may apply to the courts of the British Virgin Islands for interim measures of protection (including injunctive relief) in aid of arbitration and/or 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.

18. 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.

19. 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.

20. 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.

21. Service Enquiries. For questions or assistance with respect to the Program, please contact us via email at [email protected] or via the Contact Us page of Wallet V.

Thanks for being a valued WalletV member. We hope you enjoy the VPoints Program!