ATTENTION: PLEASE READ CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE DO NOT ACCESS THE WEBSITE OR USE THE SERVICES.
We make our services and Platform available for users in many countries. Because of this, not all services are available on every Platform or in every location, and the services and Platform may be provided to you by one of our affiliated entities or any third party at our sole discretion.
Last Updated Date: May 11, 2025
Terms of Service
These terms of service govern all aspects of your use of our Services (defined below) (the “Terms of Service”), including any Transactions (defined below) or Trades (defined below) you complete or attempt and any manner of accessing our Services through the Virgo Pay Platform and constitute the legal agreement between you (“Customer”, “user”, “you” or “your”) and Virgo Pay Inc. (“Virgo Pay”, “we”, “us” or “our”). Our services and Platform may be accessed at http://virgopay.co/. References in these Terms of Service to the Virgo Pay Platform will include where applicable the Services (defined below). In these Terms of Service, the term “Cryptocurrency” means digital assets such as bitcoin, ether, and anything commonly considered a digital asset, digital or virtual currency, or digital or virtual token that are not themselves securities or derivatives. Furthermore, the term “Stablecoin” means a type of Cryptocurrency collateralized by fiat currency on a 1 to 1 basis free from financial leverage.
By using our Services or otherwise accessing the Virgo Pay Platform, you (a) represent and warrant that (i) you have reached the legal age of majority in your jurisdiction of residence (defined below), (ii) you have the capacity to enter into binding obligations, and (iii) all information supplied by you to us through the Virgo Pay Platform is true, accurate, current, and complete; 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 our Services or access our Virgo Pay Platform 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 “Customer”, “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 these Terms of Service without prior notice. We also reserve the right to discontinue or terminate the Virgo Pay Platform or the Services. If we amend or otherwise modify these Terms of Service, we will post the updated Terms of Service to http://virgopay.co/. We will also update the “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 Virgo Pay Platform and/or Services after the amended version becomes effective means you agree to be bound by the modified Terms of Service and accept any changes.
1. Account Registration and Eligibility to Use the Service
1.1 In order to use our Services, your account with Virgo Pay Inc. must be in good standing free from any restrictions that would prohibit the rendering of our Services. Virgo Pay Inc. provides you with access to its Platform via http://virgopay.co/ or any of its APIs, however, associated Services consisting of Cryptocurrency dealing, Stablecoin dealing, money remittance, foreign exchange, or any other similar services (collectively known as the “Services”) are rendered by affiliates or third parties. Virgo Pay Inc. is not licensed to provide the Services itself and is only responsible for providing digital access to such Services via its Platform.
The Services will be provided to you by:
· VirgoCX Inc. if you reside in Canada;
· Virgo Australia PTY Ltd if you reside in Australia; or
· Bridge Building Inc if you reside in the USA
VirgoCX Inc., Virgo Australia PTY Ltd and Bridge Building Inc. (collectively known as the “Service Providers”) may choose to terminate provisions of the Services to you at their sole discretion without prior notification. The Service Providers may choose not to provide Services to you at their sole discretion without prior notification.
2. Electronic Communications
2.1 When you use the Services or view the Virgo Pay Platform or send e-mails, texts or other electronic messages to us or the Service Providers, you are communicating with us and the Service Providers electronically and you consent to receive communications from us electronically. Virgo Pay and the Service Providers will communicate with you by e-mail, by text message, or by posting notices on the Virgo Pay Platform. 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.
2.2 By creating an Account to access the Services offered through the Virgo Pay Platform, you acknowledge that Virgo Pay and the Service Providers 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 Virgo Pay Platform 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.
3.1 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 Virgo Pay Platform (collectively, “Customer Data”): (a) to develop, enhance and make available the Virgo Pay Platform; (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”); and (c) to allow Service Providers to provide Services offered through the Virgo Pay Platform to you. Such information is used by Service Providers to meet applicable legal and regulatory requirements. 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.
3.2 All information of Virgo Pay (“Virgo Pay Confidential Information”), including but not limited to documents, data, business operations and pricing disclosed by Virgo Pay to you in connection with the Services is confidential and may not be disclosed or copied unless authorized by Virgo Pay in writing. Virgo Pay 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 Virgo Pay’s disclosure to you.
3.3 All information of Service Providers (“Service Provider Confidential Information”), including but not limited to documents, data, business operations and pricing disclosed by Service Providers to you in connection with the Services is confidential and may not be disclosed or copied unless authorized by Service Providers in writing. Service Provider 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 Service Providers’ disclosure to you.
3.4 You represent and warrant to us that: (a) to the extent your Customer 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 Virgo Pay Platform and Handle the Customer Data as contemplated under these Terms of Service; (b) you own or control the appropriate rights in and to your Customer Data, including any intellectual property owned by third parties; and (c) you will not submit, upload, or otherwise make available via the Virgo Pay Platform, any Customer 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.
4. Ownership of the Virgo Pay Platform
4.1 Neither these Terms of Service nor your use of the Virgo Pay Platform grants you ownership in the Virgo Pay Platform. These Terms of Service do not grant you any right to use any text, pictures, media, data, information, materials and other content, including Virgo Pay’s trademarks, graphics, logos and other commercial symbols or brand elements. All right, title and interest, including intellectual property rights, in and to the Virgo Pay Platform, including any updates, adaptations, translations, customizations or derivative works thereof, will remain the sole property of Virgo Pay (or our third-party suppliers, if applicable). The Virgo Pay Platform 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 Virgo Pay.
4.2 Certain elements of the Virgo Pay Platform are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Virgo Pay Platform or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.
5. Third Party Content, Websites and Services
5.1 The Virgo Pay Platform 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 Virgo Pay Platform, 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.
5.2 Your interactions with organizations and/or individuals found on or through the Virgo Pay Platform, 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 Pay Platform is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
6. Customer Obligations and Restrictions
6.1 By accessing the Virgo Pay Platform and 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 Trading 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 Virgo Pay and to not take any actions that would increase the severity of the error or use the Virgo Pay Platform or Services to take advantage of any technical glitch, malfunction, failure, delay, default or security breach; (c) promptly notify Virgo Pay if you discover or otherwise suspect any security breaches related to the Virgo Pay Platform or your Account; (d) monitor and control all activity conducted through your Account in connection with the Virgo Pay Platform 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 assets that belong directly to you for Trading on the Virgo Pay Platform and using the Services and to not use or attempt to use another person’s Account without consent or impersonate another Customer; (f) comply with all applicable laws in connection with use of the Virgo Pay Platform and the 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 Virgo Pay Platform 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 Customer; (j) not to transfer the Virgo Pay Platform or any part thereof to any country, person, entity or end-user subject to applicable controls or sanctions; (k) not to transfer any Cryptocurrency 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.
6.2 You will not use the Virgo Pay Platform in violation of these Terms of Service or of any applicable law. You will not, without our prior written permission, use the Virgo Pay Platform for any purpose other than to access and use the Virgo Pay Platform 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 Virgo Pay Platform; (b) attempt to gain unauthorized access to the Virgo Pay Platform; (c) transmit or communicate in any way on the Virgo Pay Platform 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 Virgo Pay 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 Virgo Pay Platform or Services; (e) copy, modify, reverse-engineer, reverse-assemble, decompile, or disassemble any software running on the Virgo Pay Platform and not access the Virgo Pay Platform or Services for any benchmarking or competitive purposes; (f) engage in activity intended to defraud or interfere with other Customers 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 Virgo Pay’s sole discretion; (g) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Virgo Pay Platform, or which, as determined by us, may harm Virgo Pay or users of the Virgo Pay Platform or expose them to liability; (h) run Maillist, Listserv, any form of auto-responder or “spam” on the Virgo Pay Platform, or any processes that run or are activated while you are not logged into the Virgo Pay Platform, or that otherwise interfere with the proper working of the Virgo Pay Platform; (i) mirror or frame the Virgo Pay Platform 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.
7. Virgo Pay Obligations
You acknowledge that Virgo Pay is obliged to keep certain information and documentation on file pursuant to applicable law and its contractual relationships. This applies also to Customers who terminate their relationship with Virgo Pay.
8. 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 Virgo Pay Platform 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.
9. Customer Acknowledgement and Acceptance of Risks with Virgo Pay Platform
9.1 To the extent permitted by applicable law, Virgo Pay will not be held responsible for risk factors beyond its control, such as third party or Service Provider outages, cybersecurity events that impact third party merchants, Service Providers or vendors, or a number of other unforeseeable reasons.
9.2 Customer acknowledges and accepts the risk of operational challenges with using the Virgo Pay Platform. The Virgo Pay Platform 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. Customer understands that the Services may experience operational issues that lead to delays on the Virgo Pay Platform. Customer agrees to accept the transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks and to the extent permitted by applicable law, Virgo Pay Inc. hereby disclaims any and all liability arising from, in connection with, or relating to any operational issues with the Virgo Pay Platform.
10. Trade/Transaction Refusal
10.1 Customer acknowledges that Service Providers are regulated entities and must comply with applicable law, regulation, and executive orders, including those which may require the Service Provider, upon request by government agencies or regulatory authorities, to: (a) freeze withdrawals; (b) prevent transactions; or (c) comply with a request for information regarding your Account. Further, Service Provider recordkeeping and customer verification procedures are subject to change at any time as required by law or industry practices and Customer accepts any inconveniences or other consequences resulting therefrom.
10.2 You acknowledge that Virgo Pay or Service Providers may refuse to process or cancel any transaction you request or attempt to make for any reason, including: (a) if we perceive there to be reputational risks associated with the 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 Cryptocurrency ecosystem.
11. 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.
11.1 Other than as specifically set forth herein and to the extent permitted by applicable law (i) you acknowledge, understand and agree that the Virgo Pay Platform, Services and any Cryptocurrencies purchased using the Services are provided to you on an “as is” and “as available” basis, without any warranties or representations, covenants and 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 Virgo Pay Platform, Services and any Cryptocurrencies purchased using the Services whether express, implied, statutory or otherwise, including, without limitation, warranties and conditions of merchantability, 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 Virgo Pay Platform and 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 Virgo Pay Platform and/or the Services, or the accuracy, timeliness, truthfulness, completeness or reliability of any data, third party data or other information obtained through the Virgo Pay Platform and/or the Services.
11.2 You acknowledge and agree that you are solely responsible for maintaining the confidentiality of your Account credentials (such as, username and password) and that you will be responsible for any unauthorized use of your Account, however caused. To the extent permitted by applicable law, Virgo Pay hereby disclaims any and all liability arising from, in connection with, or relating to the unauthorized use of your Account.
11.3 You acknowledges that (a) any information downloaded from or using a link made available on the Virgo Pay Platform 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 Virgo Pay Platform is compatible with your computer system or mobile device or that the Virgo Pay Platform, or any links from the Virgo Pay Platform, 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 Virgo Pay Platform; 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 Virgo Pay is responsible for or for any damages resulting therefrom.
11.4 The foregoing exclusions and disclaimers of warranties 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.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIRGO PAY 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 VIRGO PAY INC. THE “VIRGO PAY 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 VIRGO PAY PLATFORM OR 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.
13. Indemnification
13.1 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.
13.2 You agree to defend, indemnify and hold Virgo Pay 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 Customer Data; (b) your use of the Virgo Pay Platform and 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 Virgo Pay Platform; or (f) the transfer of Cryptocurrencies 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. Virgo Pay 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 Virgo Pay Platform.
14. Suspension, Termination or Cancellation of an Account
14.1 Virgo Pay and Service Providers 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 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 or Service Providers 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 or Service Providers 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 or Service Providers perceive a heighted risk of legal or regulatory non-compliance associated with your Account; or (e) if you take action that we or Service Providers believe is intended to circumvent controls or is against the law.
14.2 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.
15. Force Majeure
15.1 Virgo Pay 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”).
15.2 Upon the either the Customer or Virgo Pay notifying the other of the occurrence of a Force Majeure Event, Virgo Pay’s performance will be deemed extended for a period equal to the duration of the conditions beyond its control or, at Virgo Pay’s sole discretion, it will be excused from any and all performance obligations and these Terms of Service provided that Virgo Pay has taken reasonable measures to notify Customer that these Terms of Service will be fully and conclusively at an end.
16. Governing Law
16.1 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 Virgo Pay Platform in jurisdictions where the Virgo Pay Platform 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 Virgo Pay Platform. 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.
16.2 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.
17. Governing Language
These Terms of Service, Privacy Policy, announcements and other notices and communications provided to you or posted through the Virgo Pay Platform are available in English 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.
18. Miscellaneous
18.1 Assignment. You may not transfer or assign any rights or obligations you have under these Terms of Service without our prior written consent. Virgo Pay 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 Virgo Pay Platform and Services and close your Account by contacting us.
18.2 Subcontracting. Virgo Pay may subcontract or delegate all or any part of the Services or Virgo Pay Platform to any third party in its sole discretion and without your consent.
18.3 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.
18.4 Relationship Between the Parties. Nothing in this Agreement 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.
18.5 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.
18.6 Notice. The parties may give notice to each other via email or certified mail. Notices sent to Virgo Pay should be directed to Virgo Pay Customer Service. Notices sent to Customer will be sent to Customer at the email address provided during registration of your Account.
18.7 Entire Agreement. These Terms of Service, Privacy Policy, Referral Program Policy, and Risk Statement, in each case, as amended from time to time according to its terms, will constitute the entire agreement between the parties respecting the Virgo Pay Platform and the Services described herein, and will supersede all prior agreements, arrangements, representations or promises, whether oral or written as to its subject matter.
18.8 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.
18.9 Further Assurances. Customer agrees to take such actions as may be reasonably required by Virgo Pay to perform its obligations under this Agreement, including providing information and delivering documents required by Virgo Pay for compliance with its legal and/or regulatory requirements under applicable law.
18.10 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 (Customer Data and Privacy), 7 (Ownership of the Virgo Pay Platform), 11 (Communications Not Confidential), 13 (Title and Ownership of Cryptocurrencies) 8 (Third Party Content, Websites or Services), 18 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), 22 (Additional Terms), 24 (Governing Law) and 26 (Miscellaneous).
18.11 Dispute Resolution. If you believe that Virgo Pay has not adhered to these Terms of Service, please contact Virgo Pay using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
18.12 Contact. If you have any questions or comments regarding these Terms of Service, please contact us at [email protected].
19. Third Party Terms
19.1 Apple App Store Additional License Terms. If the Virgo Pay Platform, 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 Virgo Pay Platform and content thereof is governed by these Terms of Service. Notwithstanding anything to the contrary hereunder, you may use the Virgo Pay Platform 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 Virgo Pay Platform. In the event of any failure of the Virgo Pay Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Virgo Pay Platform (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 Virgo Pay Platform, 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 Virgo Pay Platform 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 Virgo Pay Platform or your possession and use of the Virgo Pay Platform 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 Virgo Pay Platform 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.]
19.2 Google Play. If the Virgo Pay Platform, 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 Virgo Pay Platform. 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.