Valid since: 01.01.2020
Disclaimer:
The English version of this agreement is the governing version and shall prevail whenever there is any discrepancy between the English version and the other versions.
This Agreement supersedes any previous agreement between you and us on the same subject matter and takes effect when you indicate your acceptance via our website. This Agreement shall apply to all Transactions contemplated under this Agreement.
Virarosi OÜ, a company incorporated in Estonia, with registration number 14846249 and registered address at Roosikrantsi tn 2, Kesklinna linnaosa, Tallinn, Harju maakond, 10119, Estonia (hereinafter “Virarosi” or “we, our or ourselves”) offers the following Services to its Members:
Now, therefore, based on the mutual agreement contained herein, the Parties hereby agree as follows:
1. Definitions and interpretations
1.1. “Account” means he contractual arrangement wherein a an individual has accepted the Virarosi Terms of Use, Fee Schedule and Privacy Policy, and received approval to use the Services, including the purchase and sale of Virtual Assets and other Digital Assets, and to perform associated Transactions.
1.2. “Buyer(s)” means member(s) that submit an offer to buy Virtual Assets or other Digital Assets through the Services.
1.3. “Commission” means the fee which is payable to Virarosi, including on each Transaction, such as a Purchase Transaction and as further defined in the Fee Schedule.
1.4. “Member(s)” means buyers and Sellers as well as any holder of an Account.
1.5. “Digital Asset” means Digitalized right to use in a binary format.
1.6. “External Websites” means websites not owned or operated by Virarosi.
1.7. “Member(s)” means registered holders of an Account.
1.8. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
1.9. “Price” means the “price per coin” for which Members are willing to buy or sell Virtual Assets or other Digital Assets. The Price may be expressed in any of the currencies deposited by Members in their Account and supported by the Services. See our Site for a full list of currencies.
1.10. “Seller(s)” means member(s) that submit an offer to sell Virtual Assets or other Digital Assets through the Services.
1.11. “Service(s)” means the technological platform, functional rules and market managed by Virarosi to permit Sellers and Buyers to purchase and sell Virtual Assets.
1.12. “Site” means Virarosi exchange platform as made available on websites www.virarosi.com
1.13. “Virtual Assets” means digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Virtual Assets such as cryptocurrencies are a form of Virtual Asset designed to work as a medium of exchange that uses strong cryptography to secure financial transactions, control the creation of additional units, and verify the transfer of assets. Virtual Assets use decentralized control as opposed to centralized digital currencies and central banking systems.
1.14. “Transaction” includes the following:
1.14.1. The agreement between the Buyer and the Seller to exchange currencies, Virtual Assets or other Digital Assets through the Services for currencies at a commonly agreed rate (“Purchase Transaction”),
1.14.2. The exchange between Members of fiat currencies and Virtual Assets (“Conversion Transaction”),
1.14.3. The exchange of Virtual Assets between Members (“Transfer Transaction”),
1.14.4. The exchange of fiat currencies among Members (“Currency Transfer Transaction”), and
1.15. Virarosi may not offer all these transaction types at this time or in all locations.
1.16. “Transaction Price” means the total price paid by the Buyer for each Transaction performed through the Services.
2. Account maintenance
2.1. By registering with Virarosi, you agree to provide Virarosi with current, accurate and complete information about yourself, as prompted by the registration process, and to keep such information updated. You further agree that you will not use any Account other than your own or access the Account of any other Member at any time or assist others in obtaining unauthorised access.
2.2. Virarosi's role is limited to providing you with a platform via the Services under which we act solely as a service provider, as your agent and in accordance with your Instructions for the management and transfer of Virtual Assets and other Digital Assets. We do not store any Virtual Assets or other Digital Assets directly, but where you Instruct us to arrange for any Virtual Assets or other Digital Assets owned by you (including any bought on your behalf) to be held until we receive further Instruction from you to sell or transfer (with any deposit of Digital Assets and/or Virtual Assets being deemed to be such an Instruction), we will, acting on your behalf, appoint a third party as custodian and to hold the relevant Virtual Assets or other Digital Assets as custodian in accordance with our agency authority (see below). The custodian services will be provided on terms that apply directly between the custodian and you and which will be made available to you. Virarosi does not directly provide, or charge for and is not responsible for, custodian services. Any issues you have relating to custodian services should be taken up by you with the custodians, however we may, on your behalf, provide assistance in accordance with our agency authority (see below).
2.3. Notwithstanding the direct custodial relationship between the custodian and you, if for any reason Virarosi is held or declared to have any legal or beneficial interest in your Virtual Assets or other Digital Assets, Virarosi will hold on trust for you all such right title and interest which Virarosi is held or declared to have and will not transfer or sell any Virtual Assets or other Digital Assets other than in accordance with your Instructions (which will include any instructions mandated by law or regulatory authority or enforcement agencies).
2.4. In order for us to manage the Site, provide the Services and create a direct relationship between you and the third party custodian to hold the relevant Virtual Assets or other Digital Assets as custodian on your behalf, you appoint Virarosi as your agent with the perpetual and irrevocable (other than in the event of Account termination) agency authority to act as your agent to:
2.4.1 create a direct legal custodial relationship between you and a third party custodian for the custody of your Virtual Assets or other Digital Assets as well as appointing authorized persons within Virarosi to instruct such third party custodians on your behalf;
2.4.2 access and/or transfer Virtual Assets or other Digital Assets as required for the operation of the Site and provision of the Services, including:
2.4.3 share your information with third party custodian service providers so that they can be engaged to provide custodian services to you (see below),
2.4.4 undertake the following events that do or could act as restrictions, or impact, your rights:
2.4.5 otherwise act on only your instructions in respect of any Virtual Assets or other Digital Assets, including in respect of:
2.5. By agreeing to these Main Agreement you acknowledge and agree that in doing so you instruct us on an irrevocable ongoing basis to undertake all of the above actions in your behalf. You cannot revoke this ongoing Instruction except by closing your Account, in which case it will lapse only when your Account is closed. In these Terms of Use, "Instructions" means:
2.5.1 instructions received or directed via the Site or as received direct from you in any other medium where Virarosi has expressly agreed in writing to accept such instructions from you other than via the Site,
2.5.2 acts Virarosi may take as set out in these Terms of Use or in any other form of documentation establishing the legal relationship between you and Virarosi, including instructions within the remit of our agency authority set out above (including the Instruction to create the legal custodial relationship with the third party custodian for the purpose of administering the Services for you); and
2.5.3 instructions mandated by law or regulatory authority or enforcement agencies.
2.6. As a result of this limited agency relationship, we do not, and you agree that we do not, have or acquire any rights, title or interest in any Virtual Assets or other Digital Assets that are held on your behalf by the third party custodian.
2.7. We are not an intermediary, do not acquire any rights, title or interest in and do not assume and have no rights or control over any Virtual Assets or other Digital Assets or any other Member assets other than in respect of actions taken in accordance with our agency authority and your Instructions. As a result, we will not transfer or sell any Virtual Assets or other Digital Assets other than in accordance with your Instructions (which will include any instructions mandated by law or regulatory authority or enforcement agencies).
2.8. The creation or use of Accounts without obtaining prior express permission from Virarosi will result in the immediate suspension of all said Accounts, as well as all pending purchase/sale offers. Any attempt to do so or to assist others (Members or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Accounts of such Members being terminated. Termination is not the exclusive remedy for such a violation, and Virarosi may elect to take further action against you.
2.9. You are also responsible for maintaining the confidentiality of your Account information, including your password, safeguarding your own Virtual Assets and Digital Assets, and all activity including Transactions that are posted to your Account (including all Instructions to Virarosi). Any actions on the Site, transactions, orders, Instructions and operations initiated from your Account or using your password (1) will be considered to have been made by you and (2) are irrevocable once validated using your password or made through your Account. If there is suspicious activity related to your Account, we may, but are not obligated to, request additional information from you, including authenticating documents, and to freeze any transactions pending our review. You are obligated to comply with these security requests or accept termination of your Account. You are required to notify Virarosi immediately of any unauthorised use of your Account or password, or any other breach of security, by email to info@virarosi.com. Any Member who violates these rules may be terminated, and thereafter held liable for losses incurred by Virarosi or any user of the Site and Services.
2.10. Virarosi similarly reserves the right to freeze Ripple accounts in accordance with the Ripple Labs policy, which took effect on 15 September 2014. Please see the explanation provided by Ripple Labs below:
2.11. "The freeze protocol extension gives gateways the ability to 1) globally freeze all their issued funds or 2) freeze funds issued to a specific user. Frozen funds may only be sent back to the issuing gateway. The global freeze feature allows a gateway to freeze all balances it issues. The gateway may still issue payments. Accounts holding frozen balances may return the funds to the gateway. This feature is useful for migrating users from one account to another and to safeguard users in the event that the gateway account is compromised. The individual freeze is primarily intended for compliance with regulatory requirements, which may vary from one jurisdiction to another. It also allows gateways to freeze individual accounts issuances in order to investigate suspicious activity. These features allow gateways to better operate in compliance with laws and regulations."
2.12. You will not take, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result in destabilization or manipulation of the price of Virtual Assets or Digital Assets, which are available on the Site.
2.13. Virarosi reserves the right to suspend, delay or cancel an Instruction or series of Instructions issued by a Member or colluding Members which if executed would result in a price swing of 5% or more of the value of a crypto-currency available on the Site.
2.14. For the avoidance of doubt, any action taken by Virarosi to suspend, delay, cancel or freeze any instructions and/or to suspend your Account will not affect your rights, title or interest in respect of your Virtual Assets and other Digital Assets which are held by a third party custodian on your behalf, but may affect Virarosi's ability to execute your Instructions, which you hereby acknowledge and agree.
2.15. You acknowledge that you will only credit your Virarosi account from a bank account that is in your own name and that you will instruct payments from your Virarosi account only to a bank account that is in your own name.
2.16. We reserve the right to cancel transfers which are made by or send to third parties.
3. LIMITED RIGHT OF USE
3.1. Unless otherwise specified, all materials on this Site are the property of Virarosi and are protected by copyright, trademark and other applicable laws. You may view, print and/or download a copy of the materials from this Site on any single computer solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.
3.2. The trademarks, service marks and logos of Virarosi and others used in this Site (“Trademarks”) are the property of Virarosi and their respective owners. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on this Site belong to Virarosi. The Trademarks and material should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such materials on any other Site or networked computer environment for any other purpose is strictly prohibited; any such unauthorised use may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
4. WASH TRADING
4.1. Virarosi does not allow you to cross trade, either alone or in collusion with others or to place an order, which would result in a self-execution—i.e., where the same trader or group of traders would act as both the maker and taker for the trade.
4.2. If two orders of opposing sides would result in a crossed trade, both orders are subject to specific measures, ranging from scrutiny, cancellation, suspension or prohibition to trade on the Site. If two orders of the same quantity would result in self-execution, both orders are subject to specific measures, ranging from scrutiny, cancellation, suspension or prohibition to trade on the Site.
5. MARKET MANIPULATION
5.1 ou are prohibited from engaging or attempting to engage in market manipulation. This prohibition applies to any kind of activity that results in or has the purpose of:
5.1.1 Artificially controlling or manipulating the price or trading volume of any of the virtual currencies listed on the Site
5.1.2 Manipulating of a benchmark including but not limited to the transmission of false or misleading inputs, or any other action that manipulates the calculation of a benchmark.
5.2 Market manipulation will trigger specific measures, ranging from scrutiny, cancellation of orders, suspension or prohibition to trade on the Site, disclosure to third parties including full disclosure to competent authorities.
5.3 Lastly, you agree to not use the Services to perform criminal activity of any sort, including but not limited to, money laundering, illegal gambling operations, terrorist financing, malicious hacking or any criminal or illegal activity.
5.4 The minimum trade size is defined by the Virarosi Fee Schedule.
5.5 The accounts that were or will be funded did not and will not earn interests.
6. COMMISSIONS
6.1. Virarosi Commissions are available in our Fee Schedule. Virarosi reserves the right to change its Commissions at any time and at its sole discretion. You will be notified of any changes in advance through your Account or Email. Upon such notification, it is your responsibility to review the amended Fee Schedule. Your continued use of the Site following the posting of a notice of Commission changes signifies that you accept and agree to the changes. Virarosi will not charge you any fees other than those Virarosi Commissions and other fees set out in the Fee Schedule. Virarosi may not use the Digital Assets and/or Virtual Assets in any way to generate revenue other than in connection with the charging of fees as set out in the Fee Schedule.
7. VERIFICATION OF ACCOUNTS
7.1 The creation and use of your Account are subject to verifications, as required by statutory and regulatory obligations incumbent on Virarosi. You agree to provide us with the information we request for the purposes of identity verification, compliance with know-your-customer rules, as well as detection of money laundering, terrorism financing, fraud or any other financial crime. The requested information may include Personal Data (please refer to our Privacy Policy). By providing us with the information we request, you confirm that it is true and accurate, and agree to inform us in case of change concerning such information. Your Account will be blocked until we will satisfied with the information you have provided and determine in our sole discretion that it is sufficient to validate your Account. In the meantime, you will not be allowed to terminate your Account or request the deletion of the Personal Data processed in the course of verification operations.
8. TERMINATION AND ESCROW OF UNVERIFIED ACCOUNTS
8.1. You may terminate this agreement with Virarosi, and close your Account at any time, following settlement of any pending Transactions.
8.2. You also agree that Virarosi may, by giving notice, in its sole discretion terminate your access to the Site and to your Account, including without limitation, its right to: limit, suspend or terminate the Services and Members' Accounts, prohibit access to the Site, the Services and its content, services and tools, delay or remove hosted content, and take technical and legal steps to keep Members off the Site if we suspect that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of these Terms of Use. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate Accounts of Members for any reason, including without limitation:
8.2.1 attempts to gain unauthorised access to the Site or another Member's account or providing assistance to others' attempting to do so,
8.2.2 overcoming software security features limiting use of or protecting any content,
8.2.3 usage of the Services to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities,
8.2.4 violations of these Terms of Use,
8.2.5 a failure to pay or a fraudulent payment for Transactions,
8.2.6 unexpected operational difficulties, or
8.2.7 upon the request of law enforcement or other government agencies.
8.3. Virarosi expressly reserves the right to cancel and/or terminate Accounts that have not been verified by the Member despite efforts made in good faith by Virarosi to contact you to obtain such verification (“Unverified Accounts”). All Unverified Accounts which have been inactive for a period of 6 months or more are further subject to transfer to a third-party escrow (the “Unverified Escrow”) and will no longer be maintained or under the legal responsibility of Virarosi. The administrator/trustee of the Unverified Escrow shall make any and all additional reasonable efforts required by law to determine and contact each Unverified Account owner and, after suitable effort and time has been expended, we may be required to convert the residual Virtual Assets or other Digital Assets into fiat and send it to a national authority responsible for the safekeeping of such funds.
8.4. The suspension or escrow of an Account shall not affect the payment of commissions due for past Transactions. Upon termination, Members shall send to Virarosi details of a valid bank account to allow for the transfer of any fiat currencies credited to their account. This bank account must be held by and in the name of the Member. Virtual Assets or other Digital Assets may be transferred to a valid bank account only after conversion into a fiat currency. Virarosi shall facilitiate the transfer the currencies as soon as possible following the Member's request and within the time frames specified by Virarosi.
8.5. Virarosi will arrange to send you the credit balance of your Account; however, in certain circumstances a number of intermediaries may be involved in an international payment and these or the beneficiary bank may deduct charges. We will make all reasonable efforts to ensure that such charges are disclosed to you prior to sending your payment; however, where they cannot be avoided, you acknowledge that these charges cannot always be calculated in advance, and that you agree to be responsible for such charges.
8.6. Upon Account closure, any amount less than 25 USD/EUR in value will not be returned.
9. AVAILABILITY OF SERVICES
9.1. All Services are provided without warranty of any kind, either express or implied, and in particular without implied warranties of merchantability and fitness for a particular purpose. We do not represent that this Site or the Services, or the services of any third party custodian, will be available 100% of the time to meet your needs. We will strive to provide you with the Services as soon as possible, but there are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors, omissions or a loss of transmitted information.
9.2. We will use reasonable endeavours to ensure that the Site and the Services can be accessed by you in accordance with these Terms of Use. However, we may suspend use of the Site and the Services for maintenance and will make reasonable efforts to give you notice of this. You acknowledge that this may not be possible in an emergency, and accept the risks associated with the fact that you may not always be able to use the Site and the Services or carry out urgent transactions using your Account.
10. FINANCIAL ADVICE
10.1. For the avoidance of doubt, we do not provide any investment advice in connection with the Services described in these Terms of Use. We may provide information on the price, range and volatility of Virtual Assets and other Digital Assets that are available on our Site and events that have affected the price of such Virtual Assets and Digital Assets, but this must not be considered investment advice nor should it be construed as such. Any decision to purchase or sell Virtual Assets and other Digital Assets is solely your decision and we shall not be liable for any loss suffered.
11. FINANCIAL REGULATION
11.1. Our business model and our Services facilitate the buying, selling and trading of Virtual Assets and other Digital Assets and their use to purchase goods in an unregulated, international open payment system. The Services we provide are currently unregulated within the Estonia.
12. JURISDICTION
12.1. The Terms of Use shall be governed and construed in accordance with the law of Estonia. The parties hereto agree to irrevocably submit to the exclusive jurisdiction of the courts of Estonia.
13. LIMITATION OF LIABILITY
13.1. To the extent permitted by law, Virarosi will not be held liable for any damages, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, indirect or consequential loss unless the loss suffered arose from gross negligence or wilful deceit or fraud. Nothing in these terms excludes or limits the liability of either party for fraud, death or personal injury caused by its negligence which may not be limited or excluded by law. Although Virarosi endeavours to provide accurate and timely information on the Site, the Site may not always be entirely accurate, complete or current and may include errors. Virarosi may change or update the Site at any time without notice, and you should accordingly verify with independent sources all information before relying on it to take decisions or actions. You remain entirely responsible for your decisions and actions. Subject to the above, you also agree and acknowledge that Virarosi has no liability or responsibility in respect of the custody of any Virtual Assets and/or Digital Assets.
13.2. Subject to the foregoing, Virarosi's aggregate liability for claims based on events arising out of or in connection with any single Member's use of the Site and/or Services, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the greater of either (a) the total amount held on Account for the Member making a claim less any amount of Commission that may be due and payable in respect of such Account; or (b) 125% of the amount of the Transaction(s) that are the subject of the claim less any amount of Commission that may be due and payable in respect of such Transaction(s).
14. INDEMNITY
14.1. To the full extent permitted by applicable law, you hereby agree to indemnify Virarosi and its partners against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred if direct or not directly arising from your use of the Site, your use of the Services or from your violation of these Terms of Use.
15. TAXES
15.1. It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you and your Company conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Account.
16.1. If we are unable to perform the Services outlined in the Terms of Use due to factors beyond our control including but not limited to an event of Force Majeure, change of law or change in sanctions policy, we shall not be liable for the Services provided under this agreement during the time period coincident with the event.
17. MODIFICATION OF TERMS
17.1. Virarosi reserves the right to change, add or remove parts of these Terms at any time and at its sole discretion. You will be notified of any changes in advance through your Account. Upon such notification, it is your responsibility to review the amended Terms. Your continued use of the Site and the Services following the posting of a notice of changes to the Terms signifies that you accept and agree to the changes, and that all subsequent transactions by you will be subject to the amended Terms.
CONTACT US
If you have any questions relating to these Terms of Use, your rights and obligations arising from these Terms and/or your use of the Site and the Services, your Account or any other matter, please contact info@virarosi.com
