ATTENTION: PLEASE READ CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE FOR VIRGOCX CRYPTO TRADING SERVICE DO NOT ACCESS THE WEBSITE OR USE THE SERVICES. YOU WILL BE ABLE TO VIEW, DOWNLOAD OR PRINT A COPY OF THE ACCEPTED TERMS OF SERVICE ANYTIME BY LOGGING IN AND VISITING THE “eDocument” PAGE AT ANY TIME.

Initial Version: April 4, 2025

VirgoCX Crypto Trading Service Terms of Service

These terms of service govern your use of, and access to, the VirgoCX Crypto Trading Service, the website www.virgocx.ca (the “Site”) and our mobile applications “Virgo – Buy & Sell Bitcoin” (the “App”)  (together, the “Non-Custodial Services” or the “Services”). The Non-Custodial Services are different from the custodial services that have historically been provided by VirgoCX Inc. (the “Platform Services”). The Terms of Service for the Platform Services are available here  (the “Platform Terms of Service”) and you continue to have access to the Platform Services, subject to restrictions as described in the Platform Terms of Service.

The Non-Custodial Services may be provided to you by VirgoCX Inc. and/or our affiliate, Virgo Pay Inc. (together, “VirgoCX” “we”, “us” or “our”), and these terms of service (the “Terms of Service”) constitute the legal agreement between you (“User ”, “user”, “you” or “your”) and VirgoCX pursuant to which will provide to Non-Custodial Services to you. In these Terms of Service, the terms “Crypto Asset” and “Digital Asset” mean crypto assets such as bitcoin, ether, and anything commonly considered a crypto asset, digital or virtual currency (as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations and FINTRAC guidance made thereunder), which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network, or digital or virtual tokens that are not themselves securities or derivatives.

By using our Services, you (a) represent and warrant that (i) you have reached the legal age of majority in the Canadian jurisdiction in which you reside at the time you register for an Account (defined below), (ii) you have the capacity to enter into binding obligations, and (iii) all information supplied by you to us through the Services is true, accurate, current, and complete; you agree that your name and address, which you will provide as part of the Account creation process, are incorporated by reference into this Agreement and (b) you agree to be bound by and comply with these Terms of Service, as updated from time to time in accordance with the paragraph below. If you do not agree with all of the Terms of Service, do not use or access our Services and do not register for an Account with us. If you agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, the terms “User ”, , “you” or “your” when used in these Terms of Service will refer to and apply to that company or other legal entity. 

These Terms of Service were last updated on the date noted above. From time to time, and at our sole and absolute discretion, except where prohibited by applicable law, we may amend any part of these Terms of Service by providing notice to you at least thirty (30) days in advance of the effective date of such amendment, provided that you will receive notice at least sixty (60) days in advance of the effective date of any amendment any of the pricing of the Services. We also reserve the right to discontinue or terminate the Services by providing written notice to you at least thirty (30) days in advance of the date of termination. If we amend or otherwise modify these Terms of Service, we will post the changes on the Site and App or provide you with notice of the change. We will also update the “Initial Date” or “Last Updated Date” at the top of these Terms of Service. If you do not agree with the amended version, you can choose to discontinue using the Services, and close your Account with us before such amended version becomes effective. Your continued access or use of the Services after the amended version becomes effective means you agree to be bound by the modified Terms of Service and accept any changes.

1.              Non-Custodial Trading Service

1.1           VirgoCX provides Services for the spot purchase and sale of Crypto Assets that enables Canadian users who register an Account (“Users ”) to buy Crypto Assets from VirgoCX, as principal, in exchange for fiat currency (a “Buy Transaction”) or sell Crypto Assets to VirgoCX, as principal, in exchange for fiat currency (a “Sell Transaction”). In these Terms of Service, “Trades” means any and all Buy Transactions and Sell Transactions entered into between VirgoCX and Users, and “Trade” means any one of them, and the “Services” include all Trades, together with all information and ancillary services provided to Users  by VirgoCX through the Site or the App that support or relate to Trades.

1.2           Prior to placing any order for a Buy Transaction (a “Buy Order”), User  must provide a digital wallet address for the Crypto Asset that User  wants to buy for a wallet under the exclusive control of the User  (a “Buy User  Wallet Address”). Providing a Buy User Wallet Address belonging to third parties is strictly prohibited, unless requested and approved by VirgoCX.

1.3           Prior to placing any order for a Sell Transaction (a “Sell Order”), User  must send the Crypto Assets that User  wants to sell to their Account from a digital wallet under the exclusive control of the User  (a “Sell User  Wallet Address”). Providing a Sell User  Wallet Address belonging to third parties is strictly prohibited, unless requested and approved by VirgoCX.  

1.4           Supported Crypto Assets and fiat currencies are listed on the Site and App at the discretion of VirgoCX and can be removed or closed at any time. If a Crypto Asset or fiat currency is removed or closed, your open Trades will be cancelled, and we will deliver to you any Crypto Assets that are being held temporarily for trading purposes to your User  Wallet Address, and any fiat currency will be returned in accordance with your banking instructions. We assume no liability or cost whatsoever arising from removing or closing a Crypto Asset or fiat currency, including any loss in value resulting from the timing of the sale of a Crypto Asset that is no longer supported.

1.5           The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the Services are illegal is expressly prohibited.

1.6           As a User, you can Trade supported Crypto Assets by funding your Account. Please refer to our deposit/withdrawal policies (https://virgocx.ca/en-fees/) (the “Payment Policy”) for accepted funding and withdrawal methods. Funding and withdrawal methods may be subject to minimum and maximum limits along with applicable fees, if any, as outlined within our Payment Policy. By using the Service, you are authorizing us to initiate debits and credits with your selected payment method in settlement of Trades you make. You represent and warrant that you will not use any form of payment unless you have all necessary authorizations to do so. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled for any reason or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services in accordance with these Terms of Service. You are responsible for maintaining an adequate balance to place Trades and you are also responsible for any overdraft or insufficient funds fee and any other fees that may be charged by your payment provider. If your payment cannot be processed or if your Account has an insufficient balance, you authorize us to cancel the Trade or to debit any other payment methods we have on file, including balances we hold for you in your Account or other accounts to complete the Trade. A Trade may be partially filled or may be filled by a number of Trades, depending on the trading activity at the time the Trade is initiated. VirgoCX’s ability to fulfill your Trade depends on the market for that Crypto Asset. If there is a lack of liquidity in a particular Crypto Asset at the time your Trade is placed then it may not be possible for us to fulfill your Trade in a timely basis, or at all. If we are unable to fulfill your Sell Order  within four (4) hours after your order is placed, we will return your Crypto Assets to your Sell User Wallet Address. 

1.7           For the purposes of these Terms of Service and our Services, (a) the term “Transaction” means a deposit or withdrawal of Crypto Assets from an Account. Trades and Transactions are not reversible. For example, if you make a mistake or typo when you provide a User  Buy Wallet Address and/or User  Sell Wallet Address (each, a “User  Wallet Address”), the Transaction is not reversible and would result in the permanent loss of the Crypto Assets. Except as otherwise set out in Section 16.2, Trades are not reversible.

1.8           We process Trades according to the instructions we receive from Users . You should verify the information provided as part of your instructions to us, including your User Wallet Address, because Trades cannot be reversed. By using the Service, you understand that neither you nor we can cancel, reverse or change any Trades marked as complete and you understand that neither you nor we can reverse any Trades marked as partial fill. You accept that all Buy Orders and Sell Orders (collectively, “Orders”) you submit are “Good Til Cancelled” and will be deemed final and irreversible at the time they are submitted. We will not be responsible for losses caused by mistyped or otherwise wrongly placed Order. An open or partial fill Order may be cancelled at any time by you, but we make no guarantee on whether that Orders will be cancelled before execution.

1.9           As a User, you are entitled to submit limit trade Orders, market trade Orders, stop limit Orders, grid trading Orders and recurring Orders. Regardless of the Order type, VirgoCX will fill all Orders and by counterparty to all Trades. User  Orders cannot be matched with each other. VirgoCX offers competitive pricing based on prices available from our global liquidity providers, plus a spread. The “Current Buy Price” and “Current Sell Price” displayed on our Trade page represents our current best bid and offer. The term “spread” represents the difference between VirgoCX and our liquidity providers. For a complete list of all of our fees, please see https://virgocx.ca/en-fees/. Since VirgoCX is a principal trading desk and undertakes principal risks, the spread does not represent an exact figure of revenue generated from your trading activity. However, it does provide a general estimate of what VirgoCX is making from your trades.

1.10        Your limit buy Orders will remain as open Orders until such a time when an offer from VirgoCX is either equal to or lower than the price of your limit sell Order. Your limit sell Orders will remain as open Orders until such a time when a bid from VirgoCX is either equal to or greater than the price of your limit buy Order. If the quantity of your limit Order exceeds the quantity available from VirgoCX, then your limit Order may be partially filled. If multiple Users  place limit orders at the exact same price and direction, then the Orders will be filled on a first-in-first-out (FIFO) basis.

1.11        Your recurring Buy Orders will reoccur based on the recurring frequency selected indefinitely until cancelled. The time of recurrence will be the time the recurring Buy Order was submitted to us. The date of recurrence will be the specified date or in the absence of a specified date, the date of recurrence will be the date the recurring Buy Order was submitted to us; if the recurring buy order was submitted on the 29^th, 30^th, or 31^st day of the month, then this will be treated as the last day of the month for months with fewer days. All recurring Buy Orders are submitted as market Orders and if there is insufficient liquidity, then we will break your buy order into multiple market orders. You will have the option to provide instructions to us to skip any number of buy Orders once the recurring buy Order has been submitted to us. All recurring buy Orders must be funded with Canadian dollar assets that are deposited within your Account no earlier than 48 hours prior to the date of the recurring Buy Order; if your Account has insufficient funds to cover an instance of the recurring Buy Order, then that instance will be automatically skipped. Three consecutive trade failures due to insufficient funds will result in the termination of the entire recurring Buy Order. You will be notified when an instance of your recurring Buy Order has been filled. Should we decide to de-list the Crypto Asset you have an active recurring Buy Order in, then we will cancel your recurring buy order.

1.12        You understand that VirgoCX may, at its sole discretion, refuse to process, cancel or decline your Trades and Transactions for any reason, including if we suspect the Trade or Transaction is related to money laundering, terrorist financing or other financial crimes, does not comply with these Terms of Service or applicable law, or in response to a court order. You may only use the Service to Trade Crypto Assets with VirgoCX. You may not use the Services to: (a) transfer any Crypto Assets or fiat currency in your Account to other Users ; or (b) transact with third parties without receiving prior written approval from VirgoCX.

1.13        The fees that apply to our Services are Transaction-based. We reserve the right to collect fees for Account closing, rejected payments, deposits or withdrawals from your Account and executed Trades. Executed Trades are subject to the then-current trading fees collected in the settlement amount for a particular Trade. User  agrees to pay to VirgoCX the applicable fees. All fees, including the current trading fees, are displayed on the Site (https://virgocx.ca/en-fees/) and App and are disclosed to you, in each case, prior to completing a Transaction or Trade using our Service. The fee schedule may be revised or updated by providing written notice to you at least thirty (30) days in advance of the effective date of such amendment. Changes to the fee schedule are effective as of the date set forth in any revision and will apply from that date forward. You authorize VirgoCX to deduct any applicable fees from your Account at the time a given Transaction or Trade is completed. You acknowledge that Trades will not be completed if you do not have sufficient Crypto Assets or funds in your Account to cover the Order and applicable fees.

1.14        Prior to placing a Buy Order, a User  must send fiat currency to your Account and provide a User Buy Wallet Address. You must place your Buy Order by no later than 48 hours after the fiat is deposited to your Account. The Buy Order is filled when VirgoCX delivers the specified amount of Crypto Assets to the Buy User  Wallet Address in exchange for the agreed-upon amount of fiat currency. The Trade is considered completed once the Crypto is sent by VirgoCX to the Buy User  Wallet Address. Users  are solely responsible for the accuracy of the provided wallet information and the security of their Buy User  Wallet Addresses. All Crypto Asset purchases are final and non-refundable. The Crypto Asset exchange rate is guaranteed upon the User ’s confirmation of the Buy Order and cannot be altered. VirgoCX is not liable for Trade confirmation delays and provides no guarantee of quick confirmations. If your fiat is not used to buy Crypto Assets within 48 hours after you send it to your Account, you must withdraw your fiat currency to your bank account.

1.15        Prior to placing a Sell Order, a User should check the indicative pricing displayed on the Services. If the User  decides to sell based on the indicative pricing, the User  must send Crypto Assets from their Sell User  Wallet Address to their Account. Once the Crypto Asset balance is displayed in the User ’s Account, the User  can request a firm quote for a Sell Order from VirgoCX. Upon confirmation of the Sell Order, VirgoCX will purchase the Crypto Assets as principal and credit the fiat purchase price to the User ’s Account. If a User does not confirm a Sell Order within four (4) hours after sending Crypto Assets to their Account, VirgoCX will complete the Trade at the market price and credit the fiat purchase price to the User ’s Account. When your sale is completed, you will receive notice that the fiat proceeds have been deposited to your Account. You must withdraw such fiat proceeds, or  use the proceeds to enter a Buy Order, within 48 hours after the sale is completed.   

1.16        All fiat withdrawals from your Account are subject to these Terms of Service, including the requirement for additional identity verification measures. Fiat withdrawals will be made when you submit a request to us or when your Account is closed. Any fiat remaining in your account within: (i) 48 hours after you send fiat to your Account to buy Crypto Assets; or (ii) 48 hours after you receive fiat proceeds from a sale of Crypto Assets into your Account, must be withdrawn by you.

1.17        All Crypto Assets purchased in your Account will be automatically sent to your Buy User Wallet Address within approximately ten (10) minutes after your Buy Order is filled in an on-chain transaction, subject to delays caused by blockchain network congestion and other matters beyond the control of VirgoCX. You may initiate a manual withdrawal of Crypto Assets to your Buy User  Wallet Address prior to the automatic Crypto Withdrawal. All automatic withdrawals of Crypto Assets to your Buy User Wallet Address, and all manual withdrawals of Crypto Assets initiated by you, are subject to these Terms of Service, including the requirement for additional identity verification measures.

1.18        All withdrawals of fiat or Crypto Assets from your Account (“Withdrawals”) must be made to a fiat account or User  Wallet Address over which you have exclusive control and such account or wallet cannot be located in a Restricted Jurisdiction. Notwithstanding the foregoing, VirgoCX may permit Withdrawals from your Account to an account under third-party control, provided VirgoCX can verify the legitimacy of such third-party account, as determined in VirgoCX’s sole discretion. In order to process a Withdrawal, we may require information and documentation from you that we consider necessary to: (a) verify your identity or the identity of any third parties; (b) comply with our validation and security procedures; (c) prevent fraud and other illegal activity; (d) meet our legal obligations; or (e) ensure compliance with these Terms of Service. You acknowledge and agree that VirgoCX will have no liability to you for, and to the extent permitted by applicable law, hereby disclaims all liability arising from, in connection with or relating to, the processing of a Withdrawal from your Account to any other fiat account or digital wallet address, whether such account is controlled by the User  or a third party. The term “Restricted Jurisdiction” means Afghanistan, Albania, Barbados, Belarus, Bosnia and Herzegovina, Burkina Faso, Burundi, Cambodia, Cayman Islands, Central African Republic, Cuba, Democratic People’s Republic of Korea (DPRK), Democratic Republic of Congo, Ethiopia, Guinea Bissau, Haiti, Iran, Iraq, Jamaica, Jordan, Kosovo, Lebanon, Libya, Malta, Macedonia, Mali, Montenegro, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Philippines, Russia, Senegal, Serbia, Somalia, South Sudan, Sudan, Syria, Tunisia, Turkey, Uganda, Ukraine, Venezuela, Yemen, and Zimbabwe.

1.19        Account History. Transaction history (i.e., deposits/withdrawals) related to your Account and Trade history will be made available to Users  for a period of at least seven (7) years. Users  will be able to access our document download portal via our website or mobile applications to download your Terms of Service and Trade confirmations. Documents will be made available to Users  for at least seven (7) years after their Accounts are closed.

1.20        Chargebacks. In the event of a request by a financial institution or credit or charge company to us to return funds to you as a result of you asking the financial institution or credit or charge company to refund a Transaction on your Account (“Chargeback”), we may carry out one or more of the following actions: (a) suspend your Account pending resolution of a dispute relating to the Chargeback; (b) request information from you regarding the reason for the Chargeback; (c) debit your Account with the amount of the Chargeback and if that debit results in a negative balance, claim from you the amount of such negative balance; or (d) terminate your Account.

1.21        VirgoCX aggregates liquidity from multiple sources including international brokers and marketplaces. VirgoCX bases its pricing on the current market conditions including volatility, liquidity and order book depth. VirgoCX automates this process and our systems base our pricing on the best available pricing after adjusting for fees and foreign exchange.

2.              Account Registration and Eligibility to Use the Service

2.1           We offer you the opportunity to register with us through the Services and, if approved by us, you will be issued a registered user account that will allow you to Trade with use and access related Services (an “Account”), subject to your compliance with these Terms of Service. The Services are currently available for eligible residents in all Canadian provinces and territories and if you live outside Canada, then you will not be eligible to register for an Account.

2.2           In order to register for an Account and use the Services to initiate Trades, you must provide us with certain personal information to verify your identity (as set out in greater detail in our Privacy Policy) and, if you are acting as an authorized signatory for a legal person, you must provide us with corporate information related to the corporate entity, such as proof of corporate registration as well as, but not limited to, proof of authority of the person(s) authorized to conduct Trades for the entity. In submitting personal information or corporate information to us, you affirm that such information is true, accurate, valid, current and complete and you warrant and agree to maintain and promptly update such information as necessary to keep it true, accurate, valid, current and complete. We may, in our sole discretion, refuse to allow you to register for or maintain an Account and we may also suspend or cancel your Account at any time in accordance with these Terms of Service.

2.3           At all times, User  may be subject to enhanced user verification procedures. If there is any doubt that any information provided by User  during the registration process or thereafter is accurate, truthful, up-to-date and complete, VirgoCX has the right to send User  a notice to make enquiry and demand corrections, remove relevant information directly and, at VirgoCX’s sole discretion, we may also suspend or terminate the User ’s Account and all or part of the Services to the User . Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize Transactions on your Account.  You agree to be responsible for any act or omission of any users that access the Services under your Account that, if undertaken by you, would be deemed a violation of these Terms of Service.

2.4           The Account is personal to you and must not be shared. One User  can have only one Account. The Account, its password or other credentials are not transferrable to another person. You acknowledge that you are responsible for maintaining the confidentiality of your Account and for safeguarding your password and other credentials and agree to not disclose such information to any third party. To the extent permitted by applicable law, all liability relating to password management resides with you and under no circumstances will we be liable for any damages that result from the use of your Account unless it is determined by a court, arbitrator or dispute resolution service that such damages directly resulted from the gross negligence or wilful misconduct of VirgoCX. You agree to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions and understand that you will be responsible for any loss resulting from any unauthorized use of your Account, including situations in which the access was unintended or where you inadvertently or otherwise disclosed your username or password, or where you use software that automatically enters or saves your username or password. To the extent permitted by applicable law, VirgoCX hereby disclaims any and all liability arising from, in connection with, or relating to the unauthorized use of your Account. VirgoCX is entitled to act on any instructions received through your Account or User -authorized e-mail address associated with your Account, including any Trading or other Transaction instructions, and such instructions received by VirgoCX will be deemed to be valid, binding, and conclusive. You must immediately notify us of any unauthorized use of your Account.

2.5           You represent and warrant that (a) all fiat currency and/or Crypto Assets deposited to your Account to be used for Trades have been derived from legitimate and legal sources; (b) you are the legal and beneficial owner of the fiat currency and/or Crypto Assets that you deposit into your Account; (c) if you are an individual, you are not acting on behalf of someone else or on someone else’s instruction; (d) if you are using the Services on behalf of or for the benefit of an entity, then you warrant that you are authorized to Transact or Trade, as applicable, on behalf of the entity and that the entity will be liable for your actions, including breach of this Agreement; (e) you have an understanding of Crypto Assets and the technology that underlies them and that you can afford to lose all amounts used to purchase assets through the Service; and (f) you will comply with all terms and conditions of these Terms of Service.

3.              Electronic Communications

3.1           When you send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive responding communications from us electronically. We will communicate with you by e-mail, by text message, or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

3.2           By creating an Account, you acknowledge that VirgoCX will send you Service-related e-mails and text messages relating to your Account, including Service updates. These communications can be managed through user features made available through the Services from time to time. With your consent, we will also send you marketing communications and you can unsubscribe at any time. Please keep us informed of any changes in your email, telephone number or contact information so that you continue to receive all communications without interruption.

4.              User  Data and Privacy

4.1           You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the Services (collectively, “User  Data”): (a) to develop, enhance and make available the Services; and (b) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We and our affiliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the term for any purpose and without obligations of any kind.

4.2           All information of VirgoCX (“VirgoCX Confidential Information”), including but not limited to documents, data, business operations and pricing disclosed by VirgoCX to you in connection with the Services is confidential and may not be disclosed or copied unless authorized by VirgoCX in writing. VirgoCX Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of these Terms of Service; (b) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) you establish by documentary evidence, was in your possession prior to VirgoCX’s disclosure to you.

4.3           You represent and warrant to us that: (a) to the extent your User  Data contains any Personal Information, it will only contain your own Personal Information or Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services and Handle (defined below) the User  Data as contemplated under these Terms of Service; (b) you own or control the appropriate rights in and to your User  Data, including any intellectual property owned by third parties; and (c) you will not submit, upload, or otherwise make available via the Services, any User  Data that: (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (iii) breach or violate any applicable laws or these Terms of Service.  The term “Handle” means to access, receive, collect, use, transmit, store, process, record, disclose, transfer, retain, dispose of, destroy, manage or otherwise handle.

5.              Referral Program

5.1           You may refer a friend or family member to the Services by complying with this Section 5 and participating in our referral program described below (the “Referral Program”). You may only refer

5.1.1               a family member that you are related to through a marriage, common-law partnership or any legal parent-child relationship, but only if you have had direct, voluntary, two-way communication with that individual; or

5.1.2               a person who you have had direct, voluntary, two-way communications with, and it would be reasonable to conclude that you have a personal relationship with that person taking into consideration relevant factors such as frequency of your communications, the length of time since you have communicated and whether you have met the individual in person.

and such persons must use your provided referral code when registering for an Account (each an “Eligible Referee”). Referrals containing your referral code must be created and distributed in a personal manner that is appropriate and customary for communications with friends and family members and must not appear to be sent by or on behalf of VirgoCX or for commercial purposes. We may, at our discretion, suspend or terminate your access to or use of the Services or any component thereof if you violate any provision of this Section 5. We may, in our sole discretion, accept or reject Eligible Referees and we may prevent an Eligible Referee from creating an Account.

5.2           You may participate in the Referral Program by providing your designated referral code or link to the Referral Fixed Rewards program or the Referral Shared Rewards program. You may choose which program to participate in on a referee-by-referee basis by providing your referee with the link or code of your choice.

5.2.1               By participating in the Referral Fixed Rewards program, you and the Eligible Referee will each receive (a) $5 CAD credit when the Eligible Referee creates an Account, provided you both complete our onboarding and identity verification process (the “Sign-up Reward”); and (b) $15 CAD credit when the Eligible Referee makes their first fiat currency deposit of $100 CAD or more as a single deposit using the Services (the “Deposit Referral Bonus” and together with the Sign-up Reward, the “Referral Fixed Rewards”). Multiple deposits each of less than $100 CAD but together totalling $100 CAD or more will not be considered eligible for the Deposit Referral Bonus. The Deposit Referral Bonus is only available to Eligible Referees that have not used the Services through any account. For the avoidance of doubt, no deposit/Trade is required by the Eligible Referee in order for you and the Eligible Referee to earn the Sign-up Reward.

5.2.2               By participating in the Referral Shared Rewards program, you will receive 10% of the spread paid by the Eligible Referee for all Trades conducted up until the one-year anniversary of the Eligible Referee’s Account verification date (the “Spread Reward”). Account verification is achieved after the successful completion of the onboarding process including identity verification. To avoid confusion, the spread paid will be the value displayed as the “Spread” on the trading screen when the Eligible Referee conducts their trade. The Eligible Referee will receive (a) $5 CAD credit when the Eligible Referee creates an Account, provided you both complete our onboarding and identity verification process (the “Initial Reward”); and (b) $15 CAD credit when the Eligible Referee makes their first fiat currency deposit of $100 CAD or more as a single deposit using their Account (the “Deposit Reward” and together with the Initial Reward and Spread Reward, the “Referral Shared Rewards”). Multiple deposits each of less than $100 CAD but together totalling $100 CAD or more will not be considered eligible for the Deposit Reward. The Deposit Reward is only available to Eligible Referees that have not used the Services through any Account. For the avoidance of doubt, no deposit/Trade is required by the Eligible Referee in order for the Eligible Referee to earn the Initial Reward.

5.3           VirgoCX will credit the Referral Shared Rewards and Referral Fixed Rewards, as applicable, automatically to your Account and the account of the Eligible Referee by midnight Eastern time on a daily basis. All rewards will be paid in Canadian Dollars and Spread Rewards for US dollar Trading pairs will be converted into Canadian Dollars using the prevailing exchange rate at midnight Eastern time.  

5.4           We reserve the right to disqualify duplicate accounts set up or operated by the same individual or entity from receiving any payments associated with the Referral Program.

5.5           We reserve the right to reject or reverse any deposit made to an account by an Eligible Referee and any such rejected or reversed deposit will not qualify for a Deposit Referral Bonus or Deposit Reward.

6.              VirgoCX Tiered Rewards Program

6.1           You will be placed into a “Reward Tier” based on your trading volume in the last 30 calendar days.

6.2           You will receive a discount on your spread based on your Reward Tier. Discounts on the spread applied for each Reward Tier is displayed at https://virgocx.ca/en-tiered-rewards-program/ . You may check your current Reward Tier by visiting https://virgocx.ca/ and logging in to your Account. Your Reward Tier is refreshed up to every 15 minutes.

6.3           If you wish to conduct larger Trades and want to enjoy the spread discount immediately, then this may be accomplished by completing the Tiered Rewards Program Application. Any discounts applied is done so solely at our discretion.

6.4           Reward Tiers and their associated discounts may be revoked or annulled in case of fraud or if you violate applicable laws, regulations or these terms of service.

7.              Virgo Boost

7.1           Please read this Section 7 carefully before participating in the Virgo Boost and earning and redeeming the Virgo Bits activities that are part of the Services. Section 7 govern your engagement with Virgo Boost and describes the governing rules and each party’s responsibilities. By accessing or using the Virgo Boost feature, you agree to be bound by this Section 7. VirgoCX reserves the right to modify, suspend, or terminate any aspect of the features at its discretion. In the event that these Terms of Service are terminated, any Virgo Bits will automatically expire.

Access to the Virgo Boost feature necessitates a verified Account. Notably, any restrictions imposed on your Account will directly impact your capacity to partake in Virgo Boost, encompassing both Virgo Bits accrual and redemption functionalities.

7.2           How to Earn Your Virgo Bits：

7.2.1               Daily Tiered Bonus

7.2.1.1                   You can collect Virgo Bits daily at the Virgo Boost page [https://virgocx.ca/page#/account/virgoboost] by logging into your Account. You will receive corresponding rewards for completing daily claims. The Virgo Bits will be added to your Account immediately after you successfully claim them. All requirements must be met before Virgo Bits are credited to your Account.

7.2.1.2                   VirgoCX may offer different amounts of Virgo Bits rewards based on your Reward Tier. Amounts of Virgo Bits to be received is decided by VirgoCX at its sole discretion subject to change at VirgoCX’s sole discretion without prior notice.

7.2.1.3                   The Daily Tiered Bonus can only be claimed until 23:59:59 UTC. Virgo Bits not claimed by the deadline will automatically expire and cannot be traced or refunded.

7.2.2               Earn Virgo Bits from Coinguess Quest

Engage in Coinguess Quest to seize the opportunity to earn Virgo Bits. The Coinguess Quest is scheduled for daily occurrence, excluding the final day of each month.

7.2.2.1                   You may participate in the Coinguess Quest, where you can guess the Best-Performing Crypto Asset from a selection of 5 options for that day based on UTC Time.

7.2.2.2                   "Best-Performance" refers to the asset with either the highest price increase (Percentage) or the lowest price decrease (Percentage) over the course of the day.

7.2.2.3                   Your Coinguess Quest vote must be completed by the daily cut-off time of 23:30 UTC. Voting is suspended between 23:30 and 00:00 UTC.

7.2.2.4                   Upon participation, you will be rewarded with Virgo Bits which will be immediately credited to your account, and for a correct guess, additional Virgo Bits will be granted. Performance outcomes will be accessible shortly after 0:00 UTC, any rewards due to be credited for correct guesses will be granted shortly thereafter.

7.2.3               Earn Virgo Bits from Virgo Echoes:

On the last day of each month, you have the opportunity to engage in a user feedback survey called Virgo Echoes. Participation in Virgo Echoes entails providing valuable insights by responding to user experience inquiries. Successful completion of Virgo Echoes entitles participants to a well-deserved participation reward in the form of Virgo Bits. It is expected that the feedback shared within Virgo Echoes remains candid and constructive in nature. Your responses will only be used by VirgoCX for the purpose of improving its products, services and marketing efforts.

7.2.4               Virgo Bits Earning from Marketing Event

VirgoCX reserves the right to initiate social media events and confer Virgo Bits as rewards to specific users within the framework of Virgo Boost. The specifics and conditions governing marketing events will be communicated independently and terms may be modified by VirgoCX at its sole discretion.

7.2.5               Earn Virgo Bits from Daily Tasks

7.2.5.1                   Earn Virgo Bits daily whenever you complete a Crypto Asset Trade/deposit valued at $100 CAD or more within a single Trade. Once your Trade/deposit is completed for your Account, you must login and claim your Virgo Bits on the Virgo Boost page [https://virgocx.ca/page#/account/virgoboost] within the same day (based on Eastern Time zone) your Trade/deposit is credited to your Account. You may only claim this reward once a day.

7.2.5.2                   Earn Virgo Bits daily whenever you complete a Trade. Once your trade is filled, you must login and claim your Virgo Bits on the Virgo Boost page [https://virgocx.ca/page#/account/virgoboost] within the same day (based on Eastern Time zone) your Trade is filled. You may only claim this reward once a day. In order for your trade to qualify, your order must be filled.

7.2.5.3                   Earn Virgo Bits daily whenever you refer a User  who completes our onboarding process using your referral code or link. Once your referral completes the onboarding process, you will receive an email notifying you that your Sign-Up Reward is credited to your Account the following morning; you must login and claim your Virgo Bits on the Virgo Boost page [https://virgocx.ca/page#/account/virgoboost] within the same day (based on Eastern Time zone) you receive this email. You may only claim this reward once a day.

7.3           How to Redeem Your Virgo Bits：

7.3.1               Redeem Your Virgo Bits for Satoshi

You possess the choice to convert Virgo Bits into fractional units of BTC (Satoshi), thus enhancing your involvement with cryptocurrency. Additionally, you have the capability to activate an automated conversion feature, facilitating the seamless conversion of accrued Virgo Bits into Satoshi.

7.3.2               Redeem Your Virgo Bits to Level Up your Reward Tier (Tier UP Redeem)

You can redeem the Virgo Bits you have acquired to elevate your position within the VirgoCX Tiered Rewards framework. Each elevation lasts for a period of 30 days. Only users who have obtained VIP 2 or higher through their trading activities are able to redeem Virgo Bits to increase their Reward Tier. Users who have obtained VIP 2 to VIP 4 Reward Tier status through trading activities are able to use Virgo Bits to increase their Reward Tier twice using Virgo Bits within a rolling 30-day period. Users who have obtained VIP 5 or more through their trading activities will be able to increase their Reward Tier once using Virgo Bits within a rolling 30-day period. Terms are subject to change at VirgoCX’s discretion. Please see https://virgocx.ca/page#/account/virgoboost for more details including information on how many Virgo Bits are required for each upgrade in Reward Tier status.

7.3.3               Redeem Your Virgo Bits to Digital or Physical Gift

You may use your Virgo Bits to redeem for physical or digital gifts.

7.4           It is imperative to note that the redemption rate applicable is exclusively established by VirgoCX and remains susceptible to modifications without prior notice. The redemption rate is contingent upon the data listed on the Site as of the date of your redemption. We may terminate the Virgo Bits and Virgo Boost programs at our discretion without prior written notice. You will lose the privilege of exchanging Virgo Bits for Satoshi, Reward Tier upgrades and digital or physical gifts upon termination of the Virgo Bits and/or Virgo Boost program; in such a case, VirgoCX will exchange your Virgo Bits for Canadian Dollars at a rate of $0.02985 CAD for each Virgo Bit.

8.              Virgo Plus

All users whose Account is in good standing and has successfully completed our KYC process are eligible to subscribe to a Virgo Plus membership via https://virgocx.ca/page#/virgoplus. Users may select either the Basic tier or Pro tier of Virgo Plus membership; the benefits and costs of the various membership plans are presented at the following link: https://virgocx.ca/en-virgo-plus.

8.1           You may choose from Virgo Plus membership subscriptions lasting for 30 days (also referred to as “monthly”), 180 days (also referred to as “6 months”) or 360 days (also referred to as “12 months” or “annually”).

8.2           Any mention of “VIP Tier Upgrade” within the context of the Virgo Plus membership program means an increase in the trading volume used to calculate VIP levels. For as long as your Virgo Plus membership is active and in good standing, we will add the minimum trading volume required to achieve the advertised VIP Tier to your account. This means that you will require less trading volume to achieve subsequent VIP tiers.

8.3           You may be eligible for discounts and/or other promotional rewards for enrolling in or renewing your Virgo Plus membership. Terms and eligibility of any available discounts or promotions are provided with the promotional materials.

8.4           Withdrawal coverage is awarded based on calendar months. Each Withdrawal coverage awarded provides up to $6 discount to Withdrawal fees for your first cryptocurrency withdrawal each month. In case you have multiple Withdrawal coverages awarded to your account, a maximum of 1 (one) Withdrawal coverage will be applied to a cryptocurrency withdrawal and remaining Withdrawal coverages will be applied to subsequent Crypto Asset withdrawals. Withdrawal coverage does not carry over from month to month and unused Withdrawal coverages will expire at the end of the calendar month. If the transaction fee cost of your Withdrawal is less than $6 and you have 1 (one) available Withdrawal coverage, then your Withdrawal coverage will be equal to your transaction fees; in this example, no amount of Withdrawal coverage will carry over to subsequent Withdrawals despite the original withdrawal fee being less than $6.

8.5           You may utilize our auto-renew feature (found at https://virgocx.ca/page#/virgoplus) to renew your Virgo Plus membership subscription. Please note that currently, it is not possible for you to manually renew your subscription. In order to receive awards for renewing your subscription, you must turn on auto-renewal. It is possible for you to auto-renew to a different Virgo Plus membership plan by simply selecting the plan of your choice while setting up your auto-renew feature. Only Accounts that are in good standing are eligible to use the auto-renew feature. In order for the auto-renew feature to be successful, your account must contain the necessary amount of Canadian Dollars to pay for the cost of the renewal. Your Account will be charged between 1 to 5 minutes before expiry of your current Virgo Plus membership subscription; if your account does not contain the necessary amount of Canadian Dollars, then the auto-renew feature will be cancelled, and you will lose eligibility in receiving any renewal discounts, rewards or promotions.

8.6           VirgoCX may offer refunds and/or cancel the Virgo Plus membership program at its sole discretion. You will receive 30 days notice prior to any decision to cancel or suspend the Virgo Plus membership program.

8.7           To request information or changes to your account, please contact [email protected]

9.              App Updates and Upgrades

You acknowledge that VirgoCX may from time-to-time issue updated or upgraded versions of the Site or App and may (subject to your device settings) automatically electronically update or upgrade the version of the Site or App that you are then currently using on your browser or mobile application. You consent to receive updates or upgrades to the Site or App automatically without providing further consent each time. The Site or App (including any updates or upgrades) may: (a) cause your device to automatically communicate with our servers to deliver the functionality described in the Site or App description or through new features as they are introduced, and to record usage metrics; (b) affect preferences or data stored on your device; and (c) collect Personal Information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Site or App works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time under certain conditions by contacting us at [email protected]

10.           Ownership of the Site and App

10.1        Neither these Terms of Service nor your use of the Services grants you ownership in the Site or App. These Terms of Service do not grant you any right to use any text, pictures, media, data, information, materials and other content, including VirgoCX’s trademarks, graphics, logos and other commercial symbols or brand elements. All right, title and interest, including intellectual property rights, in and to the Site and App, including any updates, adaptations, translations, customizations or derivative works thereof, will remain the sole property of VirgoCX (or our third-party suppliers, if applicable). The Site and App and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Service are reserved by VirgoCX. 

10.2        Certain elements of the Site and App are protected by copyright.  You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Site and App or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.

10.3        The name “VIRGOCX” is the trademark and trade name of VirgoCX. Any trademarks, graphics, logos or other commercial symbols appearing in or on the Services are the exclusive property of VirgoCX (or its third-party suppliers) and may not be used in any manner without our express written consent.

11.           Third Party Content, Websites and Services

11.1        The Site and App may contain links to other websites that are not affiliated or associated with us (although our branding, advertisements or links may appear on those websites). If you click on a third-party link from our Site and App, you will be directed to that website. These links are provided purely for informational and convenience purposes and do not constitute any endorsement of the linked websites or its content. We do not represent that we have reviewed such third party website and are not responsible for them or any content appearing on them. We strongly advise you to review the privacy policy and terms and conditions of those websites. We have no control over and assume no responsibility for the content, privacy policy or practices of any third-party websites or services.  

11.2        Your interactions with organizations and/or individuals found on or through the Site and App, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the extent permitted by applicable law, Virgo is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

11.3        We do not endorse or rate any asset supported or mentioned on our Site and App, nor do we encourage or solicit you to invest in any particular Crypto Asset.

12.           User  Obligations and Restrictions

12.1        It is the user's responsibility to secure access to their Account. We provide second-factor authentication (2FA) to enhance Account security, which users are strongly encouraged to enable and use. Users acknowledge the risks associated with maintaining a fiat Account balance, including potential unauthorized access, hacking, fraud, or theft.

12.2        By accessing  or using the Services you agree to only use the Account for activities that are lawful and to: (a) maintain the security and confidentiality of the Account login name, login password and Trade password, and restrict access to your Account and your computer, tablet, or mobile device on which the Account, its password and other credentials are saved; (b) promptly report any errors in the operation of the Services to VirgoCX and to not take any actions that would increase the severity of the error or use the Services to take advantage of any technical glitch, malfunction, failure, delay, default or security breach; (c) promptly notify VirgoCX if you discover or otherwise suspect any security breaches related to the Site, App, Services or your Account; (d) monitor and control all activity conducted through your Account in connection with the Services and take responsibility for all activities that occur in connection with your Account and accept all risks of unauthorized access; (e) use only legally obtained Crypto Assets and fiat currency that belong directly to you for Trading and using the Services and to not use or attempt to use another person’s Account without consent or impersonate another User ; (f) comply with all applicable laws in connection with use of the Site, App and Services, including those related to intellectual property rights, data, privacy laws, anti-spam, international communications and the transmission of technical or personal data and not promote any illegal activity or advocate, promote, or assist any unlawful act;; (g) adopt and implement reasonable preventative procedures to ensure that you exercise reasonable care and diligence not to pass any computer virus, worm, bug or other computer infection to us when accessing or using the Site, App or Services; (h) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law; (i) not attempt, in any manner, to obtain the password, Account, or other security information from any other User ; (j) not to transfer the Site, App or Account or any part thereof to any country, person, entity or end-user subject to applicable controls or sanctions; (k) not to transfer any Crypto Asset or fiat currency to or from a Restricted Jurisdiction; and (l) comply with all applicable trade restrictions, rules, regulations and laws both foreign and domestic and as set out in these Terms of Service.

12.3        You will not use the Services in violation of these Terms of Service or of any applicable law. You will not, without our prior written permission, use the Site or App for any purpose other than to access and use the Services in accordance with these Terms of Service. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly: (a) disable or interfere in any way with servers or networks connected to the Services; (b) attempt to gain unauthorized access to the Site or App or any Account; (c) transmit or communicate in any way on the Services any data, information, media or any other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) is false, inaccurate, intentionally misleading, or impersonates VirgoCX or any other person or entity; (iii) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is harmful to minors in any way or targeted at minors; or (vi) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;  (d) engage in any illegal activity, including but not limited to illegal gambling, money laundering, tax avoidance, fraud, blackmail, extortion, ransoming data or the financing of terrorism, or other violent activities while using the Services; (e) copy, modify, reverse-engineer, reverse-assemble, decompile, or disassemble any software running on the Site or App and not access the Services for any benchmarking or competitive purposes; (f) engage in activity intended to defraud or interfere with other Users  or any other person or in activity that amounts to defamation, abuse, harassment, stalking, threatening or otherwise violating or infringing the legal rights of any other person (including any privacy rights), such determination to be made in VirgoCX’s sole discretion; (g) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm VirgoCX or users of the Services or expose them to liability; (h) run Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into your Account, or that otherwise interfere with the proper working of the Services; (i) mirror or frame the Site or App or any content thereon, place pop-up windows over its pages, or otherwise affect the display of its pages; or (j) authorize, permit, enable, induce or encourage any third party to do any of the above.

13.           VirgoCX Obligations

13.1        VirgoCX maintains fiat currency Account balances for users solely for the purpose of: (a) purchasing Crypto Assets; and/or (b) withdrawing fiat currency to a bank account belonging to the user. Users are prohibited from: (i) withdrawing funds from their Account balances to a third-party bank account; or (b) leaving funds in their Account balance for longer than necessary to complete a Crypto Asset purchase or fiat Withdrawal.

13.2        Fiat Account balances are not insured and do not constitute a bank account, trust account, or payment service provider account.  

13.3        In providing the Services to you, we agree to: (a) provide customer support in English, Chinese or French languages within a reasonable waiting time period; and (c) comply with applicable laws, including anti-money laundering and counter-terrorist financing regulations including, but not limited to, monitoring of and for suspicious Transactions and mandatory reporting to the relevant authorities.

13.4        You acknowledge that VirgoCX is obliged to keep certain information and documentation on file pursuant to applicable law and its contractual relationships. This applies also to Users  who terminate their relationship with VirgoCX.

13.5        VirgoCX is not responsible for any damages resulting from unauthorized access to a user's Account, except in cases of gross negligence on our part. We may temporarily restrict access to the Account balance if we believe the user is in breach of these terms and conditions, or if we believe the user's Account has been compromised, or if we believe the user is the victim of attempted fraud, or if we are compelled to do so by law.

14.           Feedback

You agree that any suggestion, feedback or idea provided by you (collectively, “Feedback”) will not be treated as confidential, and nothing in these Terms of Service or otherwise will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Servicestform or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. You hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

15.           Crypto Asset Listing Rules and Related Risks

15.1        Before listing a Crypto Asset for Trading, VirgoCX performs a thorough due diligence of the Crypto Asset, but it does not guarantee the value of the Crypto Asset at any given time. User  accepts all the risks related with the possibility of a sudden Crypto Asset value decrease or increase that can be caused by a variety of reasons beyond VirgoCX’s control.

15.2        VirgoCX does not guarantee the Crypto Asset market liquidity that can influence User ’s ability to buy and sell the Crypto Asset at a given time.

16.           User  Acknowledgement and Acceptance of Risks

16.1        Trading Crypto Assets is a high-risk activity. The high volatility and substantial risk of illiquidity in markets means that User  may not be able to buy or sell the Crypto Asset. You should carefully consider whether Trading Crypto Assets is suitable for you in light of your knowledge, experience, financial objectives, financial resources and other relevant circumstances. By using the Services, you acknowledge and agree you have read and understood  these Terms of Service, and you understand that there are substantial risks associated with Trading Crypto Assets and you are confirming to us that you are willing to take those risks. VirgoCX does not assume the risk of losses due to acquiring the Crypto Asset, Trading or due to factors beyond its control regarding the viability of specific blockchain networks. It is User ’s obligation to understand all the related risks, including those described in these Terms of Service.

16.2        Some of the risks of Trading in Crypto Assets include, but are not limited to the fact that: (a) with the exception of the country of El Salvador in which bitcoin is accepted as legal tender, Crypto Assets are not legal tender and are not backed by any government;  (b) your Account is not a bank account and fiat currency and/or Crypto Assets Transacted through us do not earn interest and are not insured by the Canada Deposit Insurance Corporation or any other government agency; (c) the funds or Crypto Assets in your Account are not insured in any way by VirgoCX, VirgoCX is not a member of the Canadian Investor Protection Fund (CIPF) and the Crypto Assets Transacted through us do not qualify for CIPF protection; (d) the prices of Crypto Assets can and do fluctuate on any given day and you may lose value in Crypto Assets at any time; (e) the risk of loss in Crypto Assets may be substantial and losses may occur over a short period of time; (f) Crypto Assets may become worthless at any time; (g) Crypto Assets are susceptible to loss of confidence, which could collapse demand relative to supply; (h) as a relatively new open source technology, it is expected that there will continue to be technical developments in blockchain technology, which could impact the value of a Crypto Asset and due to this short history, it is not certain whether the economic value, governance or functional elements of Crypto Assets will persist over time; (i) legislative or regulatory changes or actions at the federal, provincial or international level may adversely affect the use, transfer, exchange or value of Crypto Assets and such changes may be sudden and without notice; and (j) VirgoCX provides liquidity to Users  by serving as the sole market maker for all Trades. VirgoCX sources its liquidity from reputable liquidity providers that are regulated to the extent required to conduct their business in their home jurisdiction (“Liquidity Providers”). Service outages at Liquidity Providers may disrupt VirgoCX’s ability to continue providing the Services. Furthermore, other factors beyond VirgoCX’s control such as market manipulation may occur at the Liquidity Providers and may impact Trading prices offered by VirgoCX.  

16.3        User  undertakes full responsibility for his or her actions and is responsible for determining the nature and potential value of these risks. In requesting and completing any Trades,  User  represents and warrants that he or she has a sufficient understanding of Crypto Assets and the technology underlying them to understand each purchase or sale undertaken using the Services and further represents that he or she has been, is, and will be solely responsible for making his or her own independent appraisal and investigations into the risks of the Trade and the underlying Crypto Assets. VirgoCX does not provide any investment advice or advice on Trading techniques, models, algorithms, or any other schemes and to the extent permitted by applicable law is not liable for any losses suffered by User  in respect of any use of the Services. VirgoCX cannot reverse a Crypto Asset Transaction which has been broadcast to a crypto asset network, and losses due to fraudulent or accidental Transactions are not recoverable.

16.4        To the extent permitted by applicable law, VirgoCX will not be held responsible for risk factors beyond its control, such as market liquidity, price volatility, regulatory activity, market manipulation, offline blockchain networks, blockchain networks’ bugs, Forks (as described below), or a number of other unforeseeable reasons. Furthermore, certain addresses on the Bitcoin and Ethereum blockchain networks hold a significant amount of the currently outstanding Bitcoin and Ether, respectively. If one of these addresses were to exit their Bitcoin or Ether positions, it could cause volatility that may adversely affect the price of each respective Crypto Asset. Further, if anyone gains control over 51% of the computing power (hash rate) used by the blockchain network, they could use their majority share to double spend their Crypto Assets. Ability to Trade a Crypto Asset with VirgoCX using the Services does not indicate approval or disapproval of the underlying technology regarding any Crypto Asset and does not constitute Trading advice on the merits of any particular Crypto Asset. Users  with limited Trading experience and low risk tolerance should not engage in active Trading. In any case, User  will never Trade more than he or she can afford to lose.

16.5        User  acknowledges and accepts the risk of operational challenges with using the Services. The Services may experience sophisticated cyber attacks, unexpected surges in activity, or other operational or technical difficulties that may cause Service interruptions. For example, our Services may be subject to malicious cyberattacks or contain exploitable flaws in its security systems, which may result in security breaches and the loss or theft of Crypto Assets or fiat currency held by us for Trading purposes. User  understands that the Services may experience operational issues that lead to delays in completing Trades or Transactions. User  agrees to accept the risk of Trade or Transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks and to the extent permitted by applicable law, VirgoCX Inc. hereby disclaims any and all liability arising from, in connection with, or relating to any operational issues with the Services, including any related losses of Crypto Assets or fiat currency.

16.6        VirgoCX does not provide the Non-Custodial Services in its capacity as a securities dealer. No securities regulatory authority has confirmed whether the non-custodial service is regulated under securities laws. When you use the Non-Custodial Services, you will not have the same investor protections that apply to custodial crypto accounts offered by registered securities dealers.

17.           Compliance with Applicable Law and Tax Remittance

User  is responsible for complying with applicable law and for determining whether, and to what extent, any laws, including applicable tax laws apply to any Trades and/or Transactions conducted through the Services or that apply to any increases in the value of any fiat currency or Crypto Assets held by User . User  is solely responsible for withholding, collecting, reporting and remitting, as applicable, all applicable taxes to the appropriate tax authorities in Canada or in any other applicable jurisdiction. User  agrees that VirgoCX is not responsible for determining whether or which laws may apply to any Trades or Transactions, including tax law or for reporting and paying any taxes arising from Users  use of the Services.

18.           Trade/Transaction Refusal

18.1        User  acknowledges that VirgoCX is a regulated entity and must comply with applicable law, regulation, and executive orders, including those which may require VirgoCX, upon request by government agencies or regulatory authorities, to: (a) freeze withdrawals; (b) prevent Trading or Transactions; or (c) comply with a request for information regarding your Account. Further, VirgoCX recordkeeping and customer verification procedures are subject to change at any time as required by law or industry practices and User  accepts any inconveniences or other consequences resulting therefrom.

18.2        You acknowledge that we may refuse to process or cancel any Trades or Transaction you request or attempt to make for any reason, including: (a) if we perceive there to be reputational risks associated with the Trade, Transaction or with you; (b) if legally necessary or expedient; (c) in response to a court order; (d) for safety and security purposes; (e) in response to system or human errors; or (f) to preserve the relevant Crypto Asset ecosystem.

19.           Disclaimers

THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED BY SUCH APPLICABLE LAW.

19.1        Other than as specifically set forth herein and to the extent permitted by applicable law (i) you acknowledge, understand and agree that the Site, App, Services and any Crypto Assets purchased using the Services are provided to you on an “as is” and “as available” basis, without any warranties or representations, covenants or conditions of any kind, whether express, implied, statutory or otherwise; (ii) we disclaim all warranties, representations and conditions of any kind with respect to the Services and any Crypto Assets purchased using the Services whether express, implied, statutory or otherwise, including, without limitation, warranties and conditions of merchantability, merchantable quality, accuracy of information provided, non-infringement, or fitness for a particular or general purpose, quality,  performance,  compatibility, title, security, reliability, completeness, currency, timeliness, integration, non-infringement, and/or any warranties or conditions arising out of course of dealing or usage of trade, and/or that the Services will be error-free, uninterrupted, timely, secure, or hack-proof;  and (iii) we disclaim all warranties, representations and conditions of any kind with respect to any third party data or any other information purchased or obtained through the Services, or the accuracy, timeliness, truthfulness, completeness or reliability of any data, third party data or other information obtained through the Services.

19.2        VirgoCX Inc. does not own or control, and to the extent permitted by applicable law, makes no representations or warranties with respect to, the underlying technology of any Crypto Assets you may purchase or sell using the Services, including those technologies that govern their use. For example, the underlying technology of Crypto Assets may suddenly change such that the new version is no longer compatible with existing versions or there is otherwise a permanent divergence of the blockchain (a “Fork”), which may impact the value, functionality, and other characteristics such as, the name of the Crypto Asset. Due to the fact that the Services are non-custodial, we do not support Crypto Assets subject to a Fork.

19.3        You acknowledges that (a) any information downloaded from or using a link made available on the Services is done at your own discretion and risk, and that you will be solely responsible for any damage to your computer system or loss of applications or data that results from the download of such information; (b) we do not guarantee or warrant that the Services are compatible with your computer system or mobile device or that the Site, App, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties; (c) you are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Services; and (d) the Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications, none of which VirgoCX is responsible for or for any damages resulting therefrom.

19.4        The foregoing exclusions and disclaimers of warranties, or representations, covenants or conditions are an essential part of these Terms of Service and formed the basis for determining the price charged for the Services. To the extent permitted by applicable law, no advice or information, whether oral or written obtained from us or elsewhere will create any warranty not expressly stated in these Terms of Service.

20.           Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIRGOCX INC. OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS,  EMPLOYEES, SHAREHOLDERS, CONTRACTORS, LICENSORS, LICENSEES AND SERVICE PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH VIRGOCX INC. THE “VIRGOCX PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACTS, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY TO CLIENT AND ANY THIRD PARTY IN CONNECTION WITH THESE TERMS OF SERVICE OR CLIENT’S ACCESS TO OR USE OF THE SERVICES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, OR ANY DAMAGES RESULTING FROM ANY INTERRUPTION OR DISRUPTION IN COMMUNICATIONS OR SERVICES, UNAVAILABILITY OR INOPERABILITY OF SERVICES, TECHNICAL MALFUNCTION, LOST DATA, OR LOST PROFITS, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF OR COULD HAVE REASONABLY PREVENTED SUCH DAMAGES, AND REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

21.           Indemnification

21.1        We will rely on the information you provide. You are solely responsible for any and all loss, damage or additional costs that we may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information you provide to us.

21.2        You agree to defend, indemnify and hold VirgoCX harmless from and against any and all claims, causes of action, demand, recoveries, losses, damages, fines, penalties or other costs or expenses, including reasonable legal and accounting fees, arising from or related to (a) your User  Data; (b) your use of the Services; (c) your breach of the Terms of Service; (d) your violation or infringement of the rights of others, or your violation of any applicable civil or criminal law; (e) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Services or (f) the transfer of Crypto Assets from your Account into a third party account or wallet that is not under your exclusive control. To the extent permitted by applicable law, we disclaim any and all responsibility and liability regarding such matters. You further agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of the Services and that you will comply with applicable law in respect of same. VirgoCX reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any termination of your Account, the Terms of Service or your access to the Services.

22.           Suspension, Termination or Cancellation of an Account

22.1        VirgoCX reserves the right to suspend, restrict or terminate your access to any or all of the Services or deactivate or close your Account, block or refuse to process Trades or Transactions, freeze funds or assets in your Account, block access to your Account, force the sale of all of your Account holdings, return your cash or assets to you, or take any other steps in our sole and absolute discretion that we deem appropriate, for any reason, including: (a) if we believe that you have engaged in any activity that is prohibited under these Terms of Service including, but not limited to, actual or suspected fraudulent, money laundering or terrorist financing activities, or any activity prohibited by law; (b) if we are required to do so by law or if we are ordered to do so by a court order or any government authority or agency with jurisdiction over us or the Services; (c) for security reasons; (d) if we perceive a heighted risk of legal or regulatory non-compliance associated with your Account; or (e) if you take action that we believe is intended to circumvent our controls or is against the law.

22.2        You may transfer assets or funds associated with your Account for ninety (90) days after an Account is deactivated or closed by us, unless such transfer is prohibited by law or court order. If we suspend or close your Account or terminate your use of our Services for any reason, we reserve the right to require you to complete certain identity verification procedures before permitting you to transfer assets from your Account.

22.3        If you wish to close your Account, you must provide us with notice of your intention to close the Account by submitting an email request to [email protected] and such additional information as we determine necessary to enable us to deliver your Account holdings, if any, to you including information to ascertain or verify your identity.

23.           Forks

23.1        You agree and understand that the underlying protocols of Supported Networks are subject to changes in operating rules (each a “Fork”) that may result in more than one version (each, a “Forked Network”).  Due to the fact that the Services are non-custodial, we do not support Crypto Assets associated with a Forked Network.

24.           Unsolicited Transfers

24.1        You agree and understand that in the event that you or a third party deposits Unsupported Crypto Assets into a Crypto Asset wallet address that we control, we have the right to and will account for any such Unsupported Crypto Assets as our property. For greater certainty, we control all Crypto Asset wallet addresses associated with your Account other than User  Wallet Addresses.

24.2        You agree and understand that in the event that a third party deposits Supported Crypto Assets into a Crypto Asset wallet address that we control, we have the right to and will account for any such Supported Crypto Assets as our property, belonging solely to us.

24.3        You further agree and understand that the types of transfers described in this section (each an “Unsolicited Transfer”) do not create or represent any relationship between us and the sender and do not subject us to any obligations whatsoever as they relate to the sender.

24.4        You further agree and understand that we have absolutely no obligation or duty to return the Crypto Assets of an Unsolicited Transfer.

25.           Airdrops

25.1        You agree and understand that in the event that a public, permissionless blockchain network or protocol attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) its Crypto Assets to Crypto Asset wallet addresses of a Supported Network, we will treat this blockchain network or protocol as an Unsupported Forked Network.

25.2        You further agree and understand that airdropped Crypto Assets do not create or represent any relationship between us and the sender and/or the related blockchain network or protocol and do not subject us to any obligations whatsoever as they relate to the sender and/or the related blockchain network or protocol.

26.           Additional Terms

Your access to and use of certain functionalities provided through the Services may be subject to additional terms and conditions presented to you by VirgoCX or its service providers. Such additional terms and conditions are incorporated herein by reference and you agree to comply with such additional terms and conditions at all times.  If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Service, then the provisions of these Terms of Service will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Service do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities. These Terms of Service relate to the Services only and do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any services.

27.           Force Majeure

27.1        VirgoCX is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is caused by conditions beyond its reasonable control including, but not limited to, any delay or failure due directly or indirectly to fires; acts of war, terrorism, strikes; floods; power outages or failures; natural disasters, acts of god or catastrophe, acts of government; lawful acts of public authorities; any and all market movements, shifts, or volatility; computer, server, network or Internet malfunctions or failures; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against (a “Force Majeure Event”).

27.2        Upon the either the User  or VirgoCX notifying the other of the occurrence of a Force Majeure Event, VirgoCX’s performance will be deemed extended for a period equal to the duration of the conditions beyond its control or, at VirgoCX’s sole discretion, it will be excused from any and all performance obligations and these Terms of Service provided that VirgoCX has taken reasonable measures to notify User  that these Terms of Service will be fully and conclusively at an end.

28.           Governing Law

28.1        Except where prohibited by applicable law (which may include the province of Quebec), these Terms of Service are governed by and will be enforced in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, without regard to its conflicts of laws rules. You will only use the Services in jurisdictions where the Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario in all disputes arising out of or relating to the use of the Services. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service.  This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

28.2        Any claim or action arising from or relating to these Terms of Service are be governed by and will be enforced in accordance with such laws.

29.           Governing Language

29.1        These Terms of Service, Privacy Policy, announcements and other notices and communications provided to you or posted through the Services are available in English, French and Chinese languages, where English version prevails. Translations in other languages of any of the foregoing documents may be available but such translations may not be up to date or complete. You acknowledge having been provided by VirgoCX with the French version of the Agreement at no cost, and thereafter, you explicitly expressed your willingness to be bound by the Agreement written exclusively in English. You confirm your express wish that all documents evidencing or relating to the Agreement, including documents relating to the sale or trading of the Digital Assets and all other contracts and related documents be drafted exclusively in the English language.  Vous confirmez avoir reçu de VirgoCX une version française de cette convention sans frais et votre volonté expresse de conclure cette convention en langue anglaise uniquement.  Vous confirmez votre volonté expresse que cette convention, tous les documents attestant de la vente ou négociation des actifs numériques ou s'y rapportant ainsi que tous les autres contrats et documents s’y rattachant soient rédigés en langue anglaise uniquement.

30.           Miscellaneous

30.1        Assignment. You may not transfer or assign any rights or obligations you have under these Terms of Service without our prior written consent. VirgoCX reserves the right to assign or transfer these Terms of Service or any rights or obligations under these Terms of Service to any third party at any time. If you object to such transfer or assignment, you may stop using the Services and close your Account by contacting us.

30.2        Subcontracting. VirgoCX may subcontract or delegate all or any part of the Services to any third party in its sole discretion and without your consent.

30.3        Severability. If any provision of this Agreement (or any portion thereof) will  be invalid, illegal or unenforceable for any reason, the validity, legality or enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby.

30.4        Relationship Between the Parties. Nothing in these Terms of Service will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such party’s prior written consent.

30.5        Waiver. No waiver of any provision will be effective except pursuant to a written instrument signed by us expressly waiving performance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.

30.6        Notice. The parties may give notice to each other via email or certified mail. Notices sent to VirgoCX should be directed to VirgoCX Customer Service. Notices sent to User  will be sent to User  at the email address provided during registration of your Account.

30.7        Entire Agreement. These Terms of Service and Privacy Policy, in each case, as amended from time to time according to its terms, will constitute the entire agreement between the parties respecting the Services, and will supersede all prior agreements, arrangements, representations or promises, whether oral or written as to its subject matter.

30.8        Interpretation. Headings used throughout the Terms of Service are intended to help organize the document and are inserted for the convenience of the parties only and are not to be construed as a complete summary of each section of these Terms of Service or considered when interpreting these Terms of Service.

30.9        Further Assurances. User  agrees to take such actions as may be reasonably required by VirgoCX to perform the Services, including providing information and delivering documents required by VirgoCX for compliance with its legal and/or regulatory requirements under applicable law.

30.10     Survival. The following sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason:  sections 4 (User  Data and Privacy), 7 (Ownership of the Site and App), 11 (Communications Not Confidential), 8 (Third Party Content, Websites or Services), 18 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), 22 (Additional Terms), 24 (Governing Law) and 26 (Miscellaneous).

30.11     Contact. If you have any questions or comments regarding these Terms of Service, please contact us at [email protected].

31.           Third Party Terms

31.1        Apple App Store Additional License Terms. If the Services, in whole or in part, is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service: The parties acknowledge these Terms of Service are concluded between the parties, and not with Apple. The responsibility for the Services and content thereof is governed by these Terms of Service. Notwithstanding anything to the contrary hereunder, you may use the Services only on an iPhone or iPod touch that you own or control. You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Service.  Any claim in connection with the Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Service, and Apple is not responsible for such claim.  Any third party claim that the Services or your use of the Services infringes that third party’s intellectual property rights will be governed by these Terms of Service, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.  You represent and warrant that you are not: (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties. You may contact us in writing regarding any notices, questions, complaints or claims with respect to the Services at the contact information noted above. Apple is a third party beneficiary to these Terms of Service and may enforce these Terms of Service against you. If any of the terms and conditions in these Terms of Service are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms of Service was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms of Service was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.]

31.2        Google Play. If the Services, in whole or in part, is provided to you through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service: You acknowledge that Google is not responsible for providing support services for the Services. If any of the terms and conditions in these Terms of Service are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms of Service was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.