THE INSTABRIDGE SERVICE 2023 BABYLON

Instabridge issues wrapped tokens and exchanges tokens, which it owns, with those who hold Instabridge User Accounts.

Wrapped tokens are issued to facilitate interoperability across diverse ledgers, owners have no right of redemption and the wrapped tokens do not constitute asset referenced tokens.

Instabridge does not:
- provide custody services;
- operate a trading platform; or
- provide trading facilities for multi-party buying or selling interests for crypto-assets.

Instabridge will use reasonable endeavours to maintain reserves of native tokens which it believes to be adequate to meet reasonably foreseeable demand for those who wish to exchange wrapped or native tokens for the corresponding token. Its current reserves can be verified at www.instabridge.io/reserves.

‍Wrapped tokens represent or express characteristics of the corresponding native tokens.

Wrapped tokens do not constitute any claim on or interest in any native token, nor do wrapped tokens constitute any form of certificate or instrument which may be exchangeD, traded or presented as a claim on or interest in or right to a native token.

Instabridge does not hold any tokens or fiat currency as trustee, fiduciary, custodian or agent for the user/ YOU.


INSTABRIDGE USER TERMS

The INSTABRIDGE SERVICE is provided by METAVERSE (RADIX) LIMITED, a company incorporated in Jersey with registered number 136526, trading under the name INSTABRIDGE (whose registered office is First Floor La Chasse Chambers, 10 La Chasse, St Helier, JE2 4UE,Jersey), (“METAVERSE”, ”INSTAPASS”, INSTABRIDGE”, “We”, “Us” or “Our”).

These TERMS AND CONDITIONS apply to all use of the INSTABRIDGE SERVICE and form the terms of the contract between Us and you ("You" or "Your”) in respect the INSTABRIDGE SERVICE. INSTABRIDGE and You shall collectively be referred to as the PARTIES or, individually, a PARTY and these Terms and Conditions shall comprise a binding agreement between INSTABRIDGE and You.

By clicking “accept” or downloading any INSTABRIDGE software, creating an INSTABRIDGE USER ACCOUNT, accessing the INSTABRIDGE WEBSITE, downloading or using any INSTABRIDGE app or using the INSTABRIDGE SERVICES in any manner, You are deemed to enter into a legally binding contract for the supply of the INSTABRIDGE SERVICES in accordance with these TERMS AND CONDITIONS.
YOU WARRANT AND REPRESENT THAT YOU HAVE READ THESE TERMS AND CONDITIONS, CONSIDERED THE RISKS AND LIMITATIONS REFERRED TO HEREIN(INCLUDING, WITHOUT LIMITATION, THE RISKS SET OUT AT WWW.INSTABRIDGE.IO/NOTICES/RISKS/ AND TAKEN ALL LEGAL, ACCOUNTING, TAX AND OTHER PROFESSIONAL ADVICE YOU CONSIDER TO BE PRUDENT.

1. DEFINITIONS
In these TERMS AND CONDITIONS, the following words shall have the meanings set out below:
AFFILIATE
any person or business, directly or indirectly under the control of, or controlled by, or under common control of any of the PARTIES or which can direct or cause the direction of the management and policies of a PARTY, whether by contract or otherwise.
AUTHORISED PERSON
if you are an incorporated entity the person, officer or agent who is authorised by Your board of directors acting by its managing director or CEO to represent Your organisation and to be responsible for all use of and access to the INSTABRIDGE SERVICE and to bind Your organisation in relation to EXCHANGE CONTRACTS and all instructions relating to the use of the INSTABRIDGE SERVICE.
DIGITAL IDENTITY
the digital representation of Your identity stored by You in Your INSTAPASS USER ACCOUNT, including all supporting documents, information, data, and consents which are required by INSTABRIDGE to verify and authenticate your identity.
EXCHANGE CONTRACT
an exchange of any TOKENS for TOKENS or fiat currency by which all legal and equitable rights, title and interest in the respective TOKENS are assigned/transferred and/or sold/purchased/exchanged, the terms of which are set out at www.instabridge.io/terms/tokenterms.
INSTABRIDGE SERVICE
an automated system (as provided from time to time)known as INSTABRIDGE for execution of EXCHANGE CONTRACTS.
INSTABRIDGE USER ACCOUNT
the INSTABRIDGE SERVICE account maintained by You as a USER.
INSTABRIDGE WEBSITE
the online website available at URL: https://www.instabridge.io/
INSTAPASS SERVICE
the service for the creation, storage, and transmission of a DIGITAL IDENTITY with specific reference to a USER’s identification information.
INSTAPASS USER ACCOUNT
a user account created by You for the creation and maintenance of a DIGITAL IDENTITY using the INSTAPASS SERVICE.
INTELLECTUAL PROPERTY
patents, utility models, rights to inventions, supplementary protection certificates, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
INSTABRIDGE TOKENS
a token which is created by Us, including WRAPPED TOKENS.
LEDGER(S)
collective term for a ledger, network, platform, or system on which it is possible for TOKENS to be created and which utilises distributed ledger technology to represent and record transactions and events.
NATIVE TOKENS
a TOKEN generated by a LEDGER for use on that LEDGER which is accepted by INSTABRIDGE for exchange with a WRAPPED TOKEN.
PRIVATE KEYS
a mathematical key (kept secret by the holder) used to create digital signatures and, depending on the algorithm, to decrypt messages or files encrypted (for confidentiality) with the corresponding public key.
RESTRICTED PERSON
any person or class of persons including an incorporated entity or partnership designated by INSTABRIDGE (at its absolute discretion) and/or persons who are identified as resident, domiciled or carrying on business in Enhanced Risk State, or which in the opinion of INSTABRIDGE is otherwise not compliant with international standards for anti-money laundering, anti-terrorist financing or has been identified as having been subject to investigation for breach of any of similar regulations.
RESTRICTED PERSON
NATIVE TOKENS and/or WRAPPED TOKENS as the context requires, being a cryptographically secured digital representation of value or contractual rights that can be transferred, stored or traded electronically and that uses technology supporting the recording or storage of data (which may include distributed ledger technology).
YOU
a natural person, corporate or unincorporated body (having separate legal personality) who owns the legal and beneficial right title and interest in a TOKEN including the right to possess and utilise all cryptographic keys relating thereto.
USER
an individual or incorporated entity who has created a INSTABRIDGE USER ACCOUNT.
USER CREDENTIALS
wallet and supported digital identity systems (including Metamask or the Radix Wallet) or any additional method for storing or representing digital keys, identity documents (passports and identity cards), passwords, biometric authenticators, cryptographic keys and hardware devices, and any personal information together with Your DIGITAL IDENTITY which You as a USER will engage to access and use the INSTABRIDGE SERVICE.
WALLET
software used to store public and private keys, providing an interface to manage crypto balances and support cryptocurrency transfers and to perform exchanges and interactions with decentralised applications (dApps).
WRAPPED TOKEN
digital assets issued by INSTABRIDGE that emulate the characteristics of a NATIVE TOKEN from one LEDGER such that it can be used on another LEDGER.
THE INSTABRIDGE SERVICE
2.1 INSTABRIDGE issues WRAPPED TOKENS and provides an automated or semi-automated platform to sell/ purchase/ exchange WRAPPED and other TOKENS owned or issued by Us and subject to the terms of EXCHANGE CONTRACTS.
2.2 INSTABRIDGE does not on behalf of third parties, sell TOKENS, offer TOKENS for sale or provide services to exchange/sell/purchase TOKENS and the INSTABRIDGE SERVICE shall not be used for such purpose.
2.3 INSTABRIDGE will use reasonable commercial endeavours to hold sufficient free, unencumbered, non-hypothecated reserves of NATIVE TOKENS to meet anticipated demand to facilitate the purchase/sale or exchange of WRAPPED TOKENS for NATIVE TOKENS and vice versa, but INSTABRIDGE has no legal equitable or fiduciary duty to hold reserves of TOKENS.
2.4 TOKENS we hold as a reserve do not constitute any form of collateral deposit or security nor are these held on trust or subject to any rights of redemption, equitable claims or interest by YOU.
2.5 INSTABRIDGE has no legal, statutory, contractual or other duty or obligation whatsoever to exchange or redeem WRAPPED TOKENS.
2.6 INSTABRIDGE is not a fiduciary, and all fiduciary obligations and duties are expressly excluded.
2.7 WRAPPED TOKENS do not constitute collateral, security or interest in or to any corresponding NATIVE TOKEN nor any form of certificate or negotiable instrument.
2.8 Each exchange/sale/purchase/assignment of TOKENS constitutes a separate agreement subject to the terms of an EXCHANGE CONTRACT on the terms set out at https://www.instabridge.io/exchange-terms which are incorporated by reference into this Agreement.
2.9 We will be entitled to decline the exchange/sale/purchase of any TOKENS. We may in our absolute discretion refuse to accept any TOKENS, and if accepted or received, retain any TOKENS that are in our possession or control without liability which we believe, on reasonable grounds, to have been processed by or exchanged in any transaction which obfuscates the LEDGER history of the TOKEN or the identity of the any party contracting with INSTABRIDGE, including without limitation: mixers or tumblers; obfuscated ledger technology; Internet Protocol (IP) anonymisers; ring signatures; stealth addresses; ring confidential transactions; zero-knowledge proofs; privacy coins; or those TOKENS held or used in a transaction associated with a second-party escrow service.

3. INSTABRIDGE USER ACCOUNT
3.1 To enter into any EXCHANGE CONTRACT and acquire or exchange any TOKENS, You must create an INSTABRIDGE USER ACCOUNT and for that purpose provide such information concerning your identity and the source and nature of the DIGITAL assets/tokens You propose to exchange as We may require.
3.2 You agree to verify Your identity and if you are a corporation to provide evidence of good standing and details of any ultimate beneficial owners or persons having an interest in or having control over Your organisation as may reasonably be requested.
3.3 If You are an incorporated entity, you must open an INSTABRIDGE USER ACCOUNT via an AUTHORISED PERSON who will be obliged to provide evidence of their authority ashaving all rights, privileges and authorisations to execute transactions on Your behalf.
3.4 You may notify us of a change of AUTHORISED PERSON at any time and, unless and untilYou do so, we will be entitled to rely upon any instructions, requests and authorisations issued by the person You have identified or who has been identified to us as the AUTHORISED PERSON.
3.5 You acknowledge and agree that We:
(a) will be entitled to keep and retain all information we obtain while verifying Your identity or validating the source and nature of any DIGITAL ASSETS/TOKENS for so long as required to comply with Our legal or regulatory obligations and in accordance with our Privacy Policy and Our Data Retention Policy which can be found here: https://www.instabridge.io/privacy; and
(b) We shall be entitled to share such information with our third-party service providers (such as custodians) and/or to government and regulatory bodies to comply with anti-money laundering and anti-terrorist financing laws and regulations for the purposes set out in our Privacy Policy.

4. INSTAPASS ACCOUNT
4.1  We may require You to maintain an INSTAPASS USER ACCOUNT in which case You must comply with all the terms and conditions for maintaining that account and grant such rights and permissions as may be required by Us in order to comply with our legal and regulatory obligations.
4.2  We may rely upon Your DIGITAL IDENTITY but we are not obliged to do so.
4.3  You warrant that all information and documents which comprise Your DIGITAL IDENTITY are accurate, true and up to date.
4.4  You always remain responsible for:

(a)  the truthfulness, accuracy, and completeness of Your DIGITAL IDENTITY;
(b)  the authenticity of all records, data and information which comprise or underpinYour DIGITAL IDENTITY; and
(c)  requesting, when appropriate, the re-validation, reverification or updating of the documents, data, records or information which comprise or are used to create Your DIGITAL IDENTITY.

5. COMPLIANCE PRIVACY AND THE USE OF YOUR PERSONAL DATA
5.1 We will process Your personal data in accordance with our Privacy Policy as are amended from time to time.
5.2 Our Privacy Policy is incorporated into these terms and conditions and can be found at the following URL: https://www.instabridge.io/privacy.
5.3 Any amended terms and/or policies will be posted here: https://www.instabridge.io/privacy and will be effective from and including 21 days from the date We post an update.
5.4 You hereby authorise Us and Our sub-contractors to:

(a) use Your personal data and information for the purpose of verification of Your identity and validating the information and documents You provide to Us as may be required to validate Your identity and the source of any Digital Assets monies or other consideration; and
(b) share with sub-contractors or other third parties service providers, including without limitation custody providers, all identification data and information (including transaction data and records) which You provide to Us or which We collect pursuant to the provision of any services or the performance of any Exchange Contract including for our compliance with any laws and regulations and including reporting transactions where We are required to do so.

5.5 You agree to comply with any reasonable request by Our sub-contractors for approval to process Your personal data and information and to comply with terms and conditions, and privacy policies of such third parties and sub-contractors and with all regulations as may be required from time to time.

6. EXCHANGE CONTRACTS
6.1 Each request for exchange by You constitutes a separate transaction and EXCHANGE CONTRACT.
6.2 The failure or refusal by Us to execute one request for sale, purchase or exchange, or anyone EXCHANGE CONTRACT, shall not constitute a breach of any obligation arising in relation to either that transaction or EXCHANGE CONTRACT or any other transaction or EXCHANGE CONTRACT.
6.3 Each exchange constitutes a sale and purchase of TOKENS on the terms set out at https://www.instabridge.io/exchange-terms.
6.4 By entering any EXCHANGE CONTRACT you do so with full knowledge and acceptance of the consequences, losses and limitations arising from the risks and disclaimers set out at www.instabridge.io/notices/risks which are incorporated herein by reference.

7. FEES
7.1 INSTABRIDGE reserves the right to require the payment of fees in respect of any transaction/EXCHANGE CONTRACT, any service provided by INSTABRIDGE or the use of or access to the INSTABRIDGE SERVICE.
7.2 Fee schedules will be published on the INSTABRIDGE WEBSITE and will be effective from the date they are published.
7.3 Fees will be payable by deduction from the number of TOKENS exchanged.
7.4 All Fees will be exclusive of VAT, purchase taxes or other duties taxes or levies as may be imposed or payable from time to time.

8. WRAPPED TOKENS
8.1 INSTABRIDGE gives no warranty and makes no representation as to the value or functionality of any WRAPPED TOKEN or their suitability for any particular application.
8.2 WRAPPED TOKENS are created automatically by the relevant LEDGER pursuant to a call made by the INSTABRIDGE systems to the LEDGER on which the WRAPPED TOKEN is to be created.

9. WARRANTIES & REPRESENTATIONS
9.1 You warrant on a continuing basis that by creating, accessing and using an INSTABRIDGE USER ACCOUNT You and where relevant Your AUTHORISED REPRESENTATIVE:

(a) are acting on Your own behalf as principal, and not as an agent, broker, nominee, fiduciary, trustee or otherwise on behalf of or at the direction of any other person, company, or other undertaking;
(b) will not act as an intermediary nor use the INSTABRIDGE SERVICE to assist facilitate, or procure transactions with third parties, or on behalf of such third parties nor to cause, assist or procure transactions with or on behalf of others;
(c) if You are an individual that You are at least 18 years of age (or any older age legally required under local law in Your country to bind Yourself legally to these TERMS AND CONDITIONS);
(d) if an incorporated entity, You are of good standing;
(e) if You are acting as an individual, that You have and will maintain a valid mobile phone number that only You have access to and a valid email address that You and only You control access to and which You check regularly;
(f) if you are an incorporated or unincorporated entity, that You have and will maintain a valid mobile phone number that only employees or directors of the entity have access to and a valid email address that only employees and directors of the entity control access to and which an employee or director checks regularly;
(g) are in sole control of the LEDGER wallets/accounts that You connect to the INSTABRIDGE SERVICE for the purpose of transacting;
(h) will only use the INSTABRIDGE SERVICE for lawful purposes;
(i) will keep Your PRIVATE KEYS, authentication TOKENS, systems, USER CREDENTIALS and passwords secure, and notify INSTABRIDGE of any circumstances in which Your PRIVATE KEY and/or authentication, devices, data or documents, TOKENS, passwords, USER CREDENTIALS or security information (including control of Your mobile phone or email) is, or might have been, compromised;
(j) will not directly or indirectly maintain or control or seek access to more than one INSTABRIDGE USER ACCOUNT and have not had an INSTABRIDGE USER ACCOUNT closed by Us;
(k) will not use your INSTABRIDGE USER ACCOUNT to facilitate the processing of proceeds of crime or procure or directly or indirectly assist any other party to perform any unlawful transaction or transaction which facilitates any unlawful activity;
(l) will, when using the INSTABRIDGE SERVICE, comply with all laws, regulatory requirements, and rules as are applicable to You and to the use of the INSTABRIDGE SERVICE and any of the WRAPPED TOKENS or NATIVE TOKENS;
(m) have not at any time been convicted of any crime involving dishonesty, nor been involved in any type of activity associated with money laundering, terrorist financing, or any other applicable anti-corruption or anti-bribery statute;
(n) are not and never have been subject to any investigation by, or have received are quest for information from, any governmental body relating to corruption or bribery; and
(o) have obtained independent legal advice in relation to these TERMS AND CONDITIONS and the laws of any territory of which You are a national, or resident, or where You are located when using the INSTABRIDGE SERVICE as You consider to be prudent.
(p) Where persons other than the authorised person has access to the mobile phone/email associated with your INSTABRIDGE USER ACCOUNT, you are responsible for ensuring Instabridge access is limited to only the person authorised to conduct the account whom has been notified to us.

10. NO ASSIGNMENT OR SUBCONTRACTING
Any agreement formed with You is personal to You, and You may not transfer or assign, delegate, sub-contract, charge or otherwise deal with any or all of Your rights or obligations under these TERMS AND CONDITIONS or any agreement formed in accordance with these TERMS AND CONDITIONS or in respect of any EXCHANGE CONTRACT.

11. INTELLECTUAL PROPERTY RIGHTS
11.1 You agree and undertake:

(a)  not to copy or reproduce any part of the INSTABRIDGE SERVICE, software, media, graphics, trademarks or any content which forms part of the INSTABRIDGE SERVICE whether publicly available or not;
(b)  save as permitted by law, not:

i. decompile or reverse engineer any part of the INSTABRIDGE SERVICE;
ii. attempt to decompile or reverse engineer the source code or alter, modify, translate, adapt or create derivative works of the INSTABRIDGE SERVICE or any content in any way (in whole or in part); or
iii. use the INSTABRIDGE SERVICE for the purpose of creating competing software or software that has a substantially similar functionality;

(c)  remove or tamper with any INSTABRIDGE copyright, trademark or other attribution notice;
(d)  link to or frame any part of the INSTABRIDGE WEBSITE, nor represent Yourself orothers as being authorised to provide the INSTABRIDGE SERVICE, nor otherwise represent that You have any permission or authorisation to do so; or
(e)  attempt to circumvent security features or interfere with the proper working of the INSTABRIDGE SERVICE, any INSTABRIDGE USER ACCOUNT, the INSTABRIDGE WEBSITE or other interface.

12. SECURITY OF YOUR USER ACCOUNT
12.1 You or Your AUTHORISED REPRESENTATIVE(S) are the only AUTHORISED USER of Your INSTABRIDGE USER ACCOUNT.
12.2 Access will be provided to Your INSTABRIDGE USER ACCOUNT via USER CREDENTIALS.
12.3 Save for as provided pursuant to these TERMS AND CONDITIONS You must not permit, assist or procure, directly or indirectly, any third party to access or use Your INSTABRIDGE USER ACCOUNT or to exchange or seek to exchange any TOKENS or digital assets via your INSTABRIDGE USER ACCOUNT whether as your agent or as principal or howsoever.
12.4 You must not share with any third party or permit any third party to access or control any USER CREDENTIALS that are required to identify You in order to gain access Your INSTABRIDGE USER ACCOUNT.
12.5 We are entitled to rely upon the entry of Your USER CREDENTIALS for the purpose of recognising and accepting that it is You who has requested access to Your INSTABRIDGE USER ACCOUNT and has authorised any transactions.
12.6 You are responsible for all use made of Your INSTABRIDGE USER ACCOUNT and use of Your USER CREDENTIALS.
12.7 It is Your responsibility to keep Your USER CREDENTIALS, devices’ passwords, security measures and personal credentials up to date, confidential and secure and not to disclose these to any other person.
12.8 If You have any concern that the security of Your INSTABRIDGE USER ACCOUNT or USER CREDENTIALS is compromised You must notify Us immediately by emailing hello@instabridge.io, stating the reason(s) for Your concerns.
12.9 You must always use all available security features for all accounts, wallets, and devices including, where available, multifactor identification.
12.10 INSTABRIDGE is not liable for any misuse of Your INSTABRIDGE USER ACCOUNT unless this is attributable to fraud on the part of INSTABRIDGE or its employees.
12.11 If We suspect that Your INSTABRIDGE ACCOUNT or that the INSTABRIDGE SERVICE has or may be compromised, or We suspect any unauthorised transaction or use, We may:

(a) communicate with You via Your registered email address, registered mobile number (if available) or other secure means agreed between You and Us; and/or
(b) at Our absolute discretion and without liability, suspend or block Your INSTABRIDGE USER ACCOUNT until We have established communication with You and verified Your identity and/or that any threat or suspected threat has been overcome.

13. FUNDS AND ANTI MONEY LAUNDERING
13.1 If INSTABRIDGE is not in its discretion satisfied:
(a)  with the outcome of any inquiry or investigation;
(b)  that any inquiry is conclusive as to Your bona fides;
(c)  that the source or previous use of any TOKEN or fiat currency can be definitively identified and positively affirmed to Our satisfaction that it/they are not tainted in whole or part or constitute the proceeds of crime or money laundering or the financing of terrorism other prohibited activities;
(d)  that use of the INSTABRIDGE SERVICE will not adversely affect third party rights, securities or equitable interests or that it will be used for a lawful purpose; or
(e) that the use of the INSTABRIDGE SERVICE will not, assist or procure money laundering, tax evasion, breach of sanctions, or other unlawful activity in any territory,

INSTABRIDGE shall be entitled, without liability (at its discretion) to:

(a)  terminate any EXCHANGE CONTRACT with You;
(b)  terminate or suspend Your INSTABRIDGE USER ACCOUNT;
(c)  decline any offer to enter into or complete an EXCHANGE CONTRACT;
(d)  return to You all TOKENS or currency which we hold pending formation of an EXCHANGE CONTRACT or which are the subject of a terminated EXCHANGE CONTRACT;
(e)  hold and retain all TOKENS and or fiat currency and block the transfer of and access there to; and/or
(f)  require that You do all or some of the actions listed in Clause 13.2.

1.2 In the event of INSTABRIDGE exercising any of its rights pursuant to Clause 13.1 We may require You to:

(a)  provide (further) evidence, including but not limited to evidence of the release ofany potential third-party rights;
(b)  resolve to Our satisfaction any perceived limitation or encumbrance on Your legal or beneficial right, title or interest in or relating to TOKENS that are the subject of or intended to be subject of any EXCHANGE CONTRACT;
(c)  require You to obtain releases or waivers from any third-party who claims or assertsor appears to have any interest in or to such TOKENS or fiat currency;
(d)  obtain letter(s) or confirmation from the appropriate regulatory authority of “no-action” in respect of any potential breach of regulations in any relevant territory;
(e)  secure a final unappealable, enforceable determination of a court (made or approved by the Courts of England) as to provenance, legal status, legitimacy, ownership, source, and/or lawfulness of Your possession of TOKENS or the purpose or use thereof; and/or
(f)  such other things, including to obtain such clearances, certificates, authorisations, permits or releases, as INSTABRIDGE may require.

2. INDEMNITY
You hereby fully and effectively indemnify and hold safe INSTABRIDGE and its AFFILIATES against:
(a)  all claims, demands, legal fees, expenses and costs relating to or arising from Your use of the INSTABRIDGE SERVICE and/or the possession, use, transfer or function of any TOKENS and any losses, claims or demands which arise from an EXCHANGE CONTRACT and/or the use made by You and any third party, assignee, successor in title of any TOKENS;
(b)  all legal costs and expenses arising out of or relating to commencing or defending any proceedings or responding to any inquiries or investigation by any enforcement agency or regulatory authority in relation to any EXCHANGE CONTRACT or Your use, transfer, possession or dealing in any TOKENS relating to such EXCHANGE CONTRACT; and/or
(c) any third-party claims or assertion of rights in respect of any EXCHANGE CONTRACT or TOKENS including without limitation any claims to legal or beneficial right, title or interest in any TOKENS.

3. NO FIDUCIARY OBLIGATIONS
3.1 INSTABRIDGE does not:
(a) hold any asset, TOKEN, property, assets, money, or property (real or intangible) on Your behalf or to Your account, nor does it act as custodian, trustee, representative or fiduciary in respect of any rights, of any kind; or
(b) act as agent for You or for any third party.

4. TERMINATION AND/OR SUSPENSION
4.1 We reserve the right to:

(a) suspend access to Your INSTABRIDGE USER ACCOUNT at any time;
(b) suspend access to Your INSTABRIDGE USER ACCOUNT at any time;
(c) terminate Your INSTABRIDGE USER ACCOUNT at Our discretion, at any time, without notice; and/or
(d) suspend the operation of the INSTABRIDGE SERVICE at any time, without notice.

4.2 Upon termination of Your INSTABRIDGE USER ACCOUNT for any reason We shall been titled to delete and permanently erase Your INSTABRIDGE USER ACCOUNT and all data and information which is stored therein, without liability.
4.3 We may retain such of Your personal information and data as We may require for the purpose of complying with Our legal and regulatory obligations or otherwise in accordance with Our Data Retention Policy and/or Privacy Policy.

5. TAXES
5.1 You are responsible for all costs or charges, including all taxes, assessments, duties, fees, levies and any other governmental charges, including any interest or penalty with respect thereto, relating to Your use of the INSTABRIDGE SERVICE.
5.2  To the extent that INSTABRIDGE may be required to pay or incurs any liability to tax, fees, duties or costs relating to Your use of the INSTABRIDGE service which We are required to pay on Your behalf, You shall fully indemnify us in relation to the same and or reimburse Us upon demand.

6. MISCELLANEOUS TERMS
6.1  Failure or delay in the enforcement of any of Our rights under these TERMS AND CONDITIONS or any agreement formed in connection with these TERMS AND CONDITIONS, will not result in a waiver of such right(s).
6.2  If any provision of these TERMS AND CONDITIONS, or any agreement thereunder, is found to be unenforceable, all other provisions shall remain unaffected.
6.3  Termination of any agreement formed which incorporates these TERMS AND CONDITIONS shall not affect any rights, remedies, obligations, or liabilities of the PARTIES that have accrued up to the date of termination including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

7. ENTIRE AGREEMENT
7.1  These TERMS AND CONDITIONS shall constitute the entire agreement between the PARTIES and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between the PARTIES, whether written or oral, relating to its subject matter.
7.2  Each PARTY agrees that it shall have no remedies in respect of any statement, representation, misstatement, misrepresentation, assurance, or warranty (whether made innocently or negligently) where such statement, representation, assurance, or warranty is not set in these TERMS AND CONDITIONS.
7.3  Save as expressly provided for herein, each PARTY agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these TERMS AND CONDITIONS.

8. THIRD PARTY RIGHTS
INSTABRIDGE owes no contractual or other duty to any third party, assignee or to Your successors in title.

9. GIVING OF NOTICE
9.1 A notice, or communication, given to a PARTY under or in connection with these TERMS and CONDITIONS shall be in writing and sent to the PARTY at the postal address or email address given in these TERMS and CONDITIONS with copy to or as otherwise notified in writing to the other PARTY.
9.2 In the case of the USER, the email address provided by the USER to either INSTABRIDGE or INSTAPASS shall be deemed to be sufficient for the delivery of notice.
9.3 Clause 21.1 sets out the delivery methods for sending a notice to a PARTY under this Agreement and, for each delivery method, the date and time when the NOTICE is deemed to have been received or given (provided that all other requirements of this Clause have been satisfied):

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address;
(b) if sent by pre-paid first-class post at the time recorded by the delivery service; and
(c) if sent by email, at the time of transmission (provided that no non-delivery notification is received by the sender).

9.4 If deemed receipt under Clause 21.1 occur outside business hours in the place of receipt, it shall be deferred until business hours resume which means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
9.5 Save where prohibited by law from doing You consent to INSTABRIDGE serving proceedings out of jurisdiction and by a method provided by Clause 21.1.
9.6 Save as provided by Clause 21.5 this Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10. ASSIGNMENT
10.1 We may sell, assign, transfer or sub-contract the whole or any part of these TERMS AND CONDITIONS and any rights and benefits We derive from these TERMS AND CONDITIONS and our obligation to perform the INSTABRIDGE SERVICE provided We give You, in accordance with these TERMS AND CONDITIONS, no fewer than 7 days’ notice of Our intention to do so.
10.2 In the event of assignment of any of Our interests, such assignee shall thereafter be responsible for the performance of all obligations under these TERMS AND CONDITIONS instead of Us and We shall be released from all further obligations and duties under these TERMS AND CONDITIONS.

11. LOSES
You accept the responsibility for, and waive all claims in respect of, any loss or damage occasioned by any event anticipated by the risks identified at https://www.instabridge.io/notices/risks.

You release and indemnify us in respect of any losses, damages, costs and loss of opportunity or savings which arise out of, or are materially contributed to by, events or any occurrence which is/are consequential upon the risks identified at https://www.instabridge.io/notices/risks.

To the fullest extent permitted by law we disclaim and exclude all liability for any representations, misrepresentations, statements, misstatements, warranties and guarantees, whether implied or express, and whether arising by law, contract or from a course of dealings between us.

We do not warrant the continuous or uninterrupted operability of the INSTABRIDGE service. There may be periods of downtime for maintenance and upgrade work (whether on a scheduled or unscheduled basis).

If no event shall we, our agents, officers, employees or subcontractors be liable to you for any loss or corruption of data; loss of keys; damage to or inoperability of software or hardware; loss of anticipated savings; loss of profit or economic losses; or indirect special or consequential losses;

Without prejudice to any and all other limitations and exclusions of liability our liability to you is strictly limited to losses that were reasonably foreseeable at the time the agreement between us was concluded and, in any case, shall not exceed the sun of £1,500 in relation to any one event or series of events notified or claimed by you in any 12 month period.

You waive all rights to participate in representative and/or class actions and to a jury trial.

12. FIDUCIARY OBLIGATIONS
You accept and agree that we do not owe you any fiduciary duty.
To the extent any fiduciary duty may be implied by law all liability for breach of such duty is excluded.

13. MATTERS OUTSIDE OF OUR CONTROL
We will not in any event be liable or responsible for any failure to perform, or delay in the performance of, any of our obligations that is caused by act or omission of a third party or events or circumstances outside our reasonable control. Each or these limitations shall operate separately. The unenforceability of one or more shall not affect the validity of the other limitations.

14. WAIVER AND INDEMNITY
14.1 Save where caused by the fraud of an employee or officer of INSTABRIDGE, You irrevocably waive and release all rights and claims, known and unknown, present or future arising out of the use by You or Your possession or use of any TOKENS subject to an EXCHANGE CONTRACT, including without limitation any loss, damage or claim arising out of:
(a)  any system failure, regulatory action, or third-party claims;
(b)  corruption of any digital media file or records;
(c)  errors in any software however caused;
(d)  function or operation of any distributed LEDGER, process or code relating thereto;
(e)  failure or delay in access to the INSTABRIDGE SERVICE;
(f)  hacking breach or failure of any smart contract;
(g)  the consequences of any malicious code, virus, or ransomware;
(h)  breach or failure of any security system, process or protocol;
(i)  failure of any communication process system or function including without limitation any telecommunication or network failure;
(j)  any act of any third-party, government or regulatory action; or
(k)  enforcement action taken by any regulatory or government agency, or tax authority or relating to or arising out of the use of the INSTABRIDGE SERVICE or the possession, use, transfer or holding of TOKENS.

15. SITUS
15.1 The situs of any agreement formed in accordance with these TERMS AND CONDITIONS and any EXCHANGE CONTRACT and of all TOKENS, debts, assets, property (including the situs of all property rights, title and interest in TOKENS, cryptographic keys and rights to access to the INSTABRIDGE SERVICE) shall be deemed to be JERSEY and the location of the performance of all obligations and accrual of causes of action arising out of the operation, use and functioning of the INSTABRIDGE SERVICE and the location and exchange of all property and assets, TOKENS, rights and causes of action relating there to or the subject thereof shall be deemed to be JERSEY, irrespective of Your residence, domicile, location, principal place of business or location, place of business of any third-party beneficiary or where the benefit accrues or any loss is realised.

16. COMPLAINTS PROCEDURE
16.1 You may refer any complaint or concern to us by emailing us at complaints@instabridge.io and we will endeavour to resolve the dispute in accordance with our complaints procedure, a copy of which is available here www.instabridge.io/notices/complaints (our “Complaints Procedure”).

17. CONSUMER COMPLAINTS
17.1  You can bring claims against us through arbitration in Jersey in accordance with Clause31.
17.2  If You are a consumer and we identify any dispute with You, we will first seek to resolve that dispute in accordance with our Complaints Procedure unless we consider it reasonable to seek a court remedy known as an injunction in which case we will go directly to court.
17.3 If resolution is not possible or timely using our Complaints Procedure, we shall refer any dispute worth GBP 50,000 or less to an alternative dispute resolution entity (see Clause30) but reserve the right to commence a reference to arbitration if we are not satisfied with the outcome.
17.4  Any dispute over the value of GBP 50,000 shall be referred to arbitration in accordance with Clause 31.
17.5  The value of any dispute shall be calculated on the basis on the closing price on the date upon which the dispute arose or the price of the last arm’s length transaction for the digital asset prior to the date of reference.

18. ALTERNATE DISPUTE RESOLUTION
18.1  Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court or arbitration.
18.2  You can submit a dispute to the alternative dispute resolution entity (“ADR entity”) identified in our Complaints Procedure who will not charge you for making a complaint and the dispute resolution process will be administered in accordance with any procedural rules set down by that ADR entity.
18.3  If either PARTY is dissatisfied with the outcome, that PARTY may make a reference to arbitration in accordance with Clause 31.

19. RESOLUTION OF DISPUTES AND APPLICATION OF LAWS AND JURISDICTION
19.1 Subject to Clause 29, any dispute arising out of or in connection with any agreement formed under or in accordance with the TERMS AND CONDITIONS or with these TERMS AND CONDITIONS or the subject matter thereof, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA (London Court of International Arbitration) Rules, which Rules are deemed to be incorporated by reference into this Clause.
(a)  The number of arbitrators shall be three.
(b)  The seat, or legal place, of arbitration shall be London.
(c)  The language to be used in the arbitral proceedings shall be English.
(d)  The governing law shall be the law of England and Wales. All operation of conflict of laws is excluded.

19.2 You hereby forever waive any and all rights to assert personal or subject matter jurisdiction in any territory or before any tribunal, government authority, court or arbitrator, other than in accordance with Clause 17 and this Clause 31 in relation to any matter dispute or difference which relates to or arises out of these TERMS AND CONDITIONS or their subject matter or any agreement formed pursuant to these TERMS AND CONDITIONS or the performance, creation or termination of such agreement or these TERMS AND CONDITIONS including but not limited to any transaction or arrangement relating to the use of the INSTABRIDGE SERVICE and any EXCHANGE CONTRACT.
19.3  You forever waive all rights to exercise or invoke, apply for or seek any in rem or in personam relief or remedy before any tribunal, government authority, court or arbitrator or otherwise other than in accordance with Clause 29 or this Clause 31.
19.4  You irrevocably agree that We may enforce the terms of any award or judgement secured in accordance with these TERMS AND CONDITIONS in our favour in any territory where You hold, possess or control assets (whether permanent or temporary) and/or whereYou reside or are domiciled.
19.5 Nothing in this Clause 31 shall limit or exclude any rights of INSTABRIDGE to enforce any rights in any territory in relation to INTELLECTUAL PROPERTY owned by or licensed to INSTABRIDGE in accordance with the laws applicable to such rights which subsist in any territory where such INTELLECTUAL PROPERTY rights are owned or used (whether such use is authorised or not).

SCHEDULE 1. RISK FACTORS

Available at www.instabridge.io/notices/risks

You should consider carefully the risks described below before making a decision to ACQUIRE, sell or exchange any tokens.

Instabridge shall not be liable for any losses incurred or suffered by users which have been caused or contributed to by events which arise from, OR are IN RELATION TO, a risk that IS identified below or which IS inherent in the creation, development OR issue of tokens or the operation of LEDGERS OR the creation OR use of wallet technology, including but not limited to those set out below.

The terms and conditions of use of the INSTABRIDGE service MAY BE FOUND at https://www.instabridge.io/terms

THE DEFINITIONS SET OUT IN THE INSTABRIDGE SERVICE TERMS AND CONDITIONS SHALL APPLY TO THESE TERMS.

1. THE NATURE OF TOKENS/ WRAPPED TOKENS
1.1  TOKENS have no intrinsic value. Nor does the possession or control of a TOKEN grant the TOKEN holder any contractual or non-contractual rights or privileges.
1.2  TOKENS are embodied or represented in and by the current state of a distributed ledger database.
1.3  PRIVATE KEYS enable the holder to initiate a change in the state of such distributed ledgers according to the protocols, rules and functionality of each such ledger. As such, the nature of the rights or property obtained by acquiring “TOKENS” are intangible and indeterminate.
1.4  TOKENS are not documents of title nor expressions of any right, title or interest in any property, asset or right.

2. RELIANCE OF SOFTWARE SYSTEMS
2.1  The use and benefits of possession, control or ownership of TOKENS or other digital assets are defined by and dependent on the software, systems, wallets, dApps, smart contracts, logic, interfaces and security protocols which facilitate the security, prevent duplicate transfers or exchanges, and permit interoperation with and execution of dApps, smart contracts or other third-party solutions. These may not function as you expect, may fail or may even be subject to malicious activity or errors.
2.2  Third party systems may/will be created, instantiated or controlled by third parties over whom neither You nor We have any control and who owe no contractual, statutory or other duties to You or Us.
2.3  The creators of LEDGERS, software, protocols, dApps, smart contracts, interfaces, wallets and related software and systems may not be identifiable, may not be located in any jurisdiction where you could secure a remedy against them and may not owe You any contractual, legal or other duty of care if the systems fail.
2.4  The operation of a distributed ledger, applications built on ledgers and the holding, operation and exchange of TOKENS involves a high degree of risk.
2.5  You acknowledge, understand and accept the risk of losing access to TOKENS due to loss of PRIVATE KEY(s), custodial fault, misfeasance by third-parties, hardware and software failures, hacking, code or human errors.

3. RISKS OF LOST OR COMPROMISED KEYS
3.1  You acknowledge, understand and accept that if Your private key(s) becomes lost, stolen or compromised or if you lose control over any device which is used to access or control such keys or access custodial arrangements relating to your TOKENS or You lose control of any credentials that provide access to LEDGER accounts, Your private key(s) will likely be irrecoverable and permanently lost and consequentially You will be unable to recover access to or control of any TOKENS relating to those keys.
3.2  Any third party that gains access to Your PRIVATE KEY(s), or any device or security protocol that controls access to or use of such keys, including by gaining access to the login credentials relating to the relevant wallet may be able to misappropriate Your TOKENS or prevent You from accessing or controlling the transfer, staking, un-staking or dealing with Your TOKENS.

4. RISK OF INCOMPATIBLE WALLET SERVICE
Wallet software or wallet service/custody services used to receive TOKENS and to manage the exchange of TOKENS must conform to the relevant token standard and the relevant LEDGER. Failure to maintain such conformity may result in You losing access to or control of Your TOKENS.

5. HARD FORKS
5.1  As part of development or upgrade, the LEDGER software may require a hard fork. If You decide not to adopt, or neglect to participate in, such upgrade You may no longer be able to use your TOKENS, and any non-upgraded or otherwise deprecated TOKENS may lose their utility in full.
5.2  In the event that there is a Hard Fork the WRAPPED TOKENS corresponding to the NATIVE TOKENS existing before such fork may cease to function as intended or at all.

6. COMPUTING RESOURCES
6.1  Available resources may prove inadequate to support TOKENS, which may delay or prevent the delivery or receipt of TOKENS.
6.2  Critical participants in the creation, maintenance and operation of the relevant LEDGER may cease to operate or take actions that result in non-functioning or reduced capacity to process transactions.

7. TAX
7.1  The tax treatment of TOKENS, and transactions involving TOKENS, is uncertain and dealings in TOKENS may result in substantial tax and reporting obligations.
7.2  You are responsible for obtaining advice as to your tax accounting and reporting obligations in connection with any dealings with TOKENS.

8. ADOPTION/ DIVERSITY OF OWNERSHIP
8.1  TOKENS may not be acquired or used by sufficient numbers of individuals, companies and other entities to create any meaningful market, exchangeability or useful function/utility.
8.2  The value, exchangeability and functionality of TOKENS and the security of LEDGERS may be adversely influenced by low diversity of ownership or counterparties and the volume/depth of any market for TOKENS.

9. NO STATUTORY OR OTHER COMPENSATION
9.1  Neither TOKENS nor the provision or use of wallets or custody have the benefit of statutory or other compensation schemes.
9.2  Tokens are not units of account. Ownership, risk of loss and impairment and possession are transferred by delivery of the TOKEN.

10. ABSENCE OF MARKET/MARKET MAKERS
10.1  There may be no market makers or available purchasers or sellers for TOKENS and those who create, develop and participate in respect of any particular LEDGER or application may choose not to enable or otherwise facilitate any secondary speculative trading or any such external valuation of TOKENS.
10.2  The absence of willing buyers and willing sellers may restrict the utility or purpose for using TOKENS and/or utility described in any disclosures, representations, White Papers or prospectuses.
10.3  Even if secondary trading of TOKENS is facilitated by third-party exchanges, such exchanges may be susceptible to fraud or manipulation.
10.4  Prices and value may be extremely volatile and diminish to zero. Further, prices may be affected by media announcements and/or relatively small sales or purchases of TOKENS.
10.5  Neither the loss of TOKENS nor the consideration you pay/deliver/exchange are subject to any guarantee, indemnity, insurance or other scheme and you will not be reimbursed by any governmental or other entity.

11. RISKS SPECIFIC TO WRAPPED TOKENS
11.1  WRAPPED TOKENS are issued to enable cross chain functionality and interoperability.
11.2  WRAPPED TOKENS are not issued or exchanged for investment purposes. They are not documents of title, nor subject to any collateralization, security or right to exchange or redeem for NATIVE TOKENS.
11.3  WRAPPED TOKENS are not derivatives or financial instruments and carry no right of redemption or exchange.
11.4  WRAPPED TOKENS may have limited functionality. Whilst they may be traded with others there may not be any market for these or even willing buyers.
11.5  The exchange of WRAPPED TOKENS for NATIVE TOKENS relies on there being a willing counterparty to effect such exchange.
11.6  As the number of WRAPPED TOKENS in circulation should not exceed the total number of NATIVE TOKENS held in reserve by the issuer, the notional exchange rate is 1:1. WRAPPED TOKENS may be “burnt” when they are exchanged for NATIVE TOKENS. However, the notional exchange rate may diverge if there is any impairment or loss of the issuer’s reserves, technological failure, hacking, misuse, or inability or unwillingness of the issuer to make an exchange of NATIVE tokens for WRAPPED TOKENS.
11.7  Each WRAPPED TOKEN is a separate and distinct cryptographic asset.

12. REGULATORY RISK
12.1 New or changing laws and/or regulations, or interpretations of existing laws and/or regulations may materially and adversely impact the value of TOKENS, the liquidity of TOKENS, the ability to access marketplaces or exchanges, and/or the structure, rights and transferability of TOKENS.
12.2 Laws, regulations and/or directives may be adopted that affect the acquisition, holding or exchange of TOKENS. Such laws, regulations or directives may directly and negatively impact Our ability to issue TOKENS, exchange TOKENS, or do so at economic rates.

13. NO RIGHT TO PARTICIPATE
13.1  Holding or owning any TOKEN does not give You any right in any other cryptographic or real asset. Nor does it entitle You to vote or receive dividends or be deemed the holder of capital stock of INSTABRIDGE or any of its AFFILIATES. Nor shall such possession or ownership be construed to confer on the You or any holder of such TOKENS any rights similar to that of a stockholder or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or to give or withhold consent to any corporate action or to receive notice of meetings or otherwise.
13.2  Ownership or possession of TOKENS does not make You a creditor or give You any interest in or right to participate in or make any claim against the assets of INSTABRIDGE or its AFFILIATES.

14. FAIR MARKETS
14.1  Crypto markets may not be subject to fair market rules. Low volumes of trading and minimal protection against insider trading may result in market manipulation and unfair trading practices which may cause You loss without recourse or compensation.
14.2  TOKEN markets may not be transparent and there may be no obligation or regulation that provides any audit or validation of the ownership, control, use or trading of TOKENS.
14.3  You may not be able to obtain all information you would wish to have access to in respect trading or markets on a timely basis or at all.
14.4  Markets, exchanges and issuers of TOKENS may have no obligation to issue risk warnings or notify You of technical, financial or economic changes or events that could materially affect your TOKENS, their value and/or utility.

15. DATA PROTECTION AND PRIVACY
15.1  Service providers are required to provide information as to the source of tokens, the identity of the parties to transactions and other information.
15.2  All transactions you undertake are visible. This will include disclosure of identification information, including your wallet address and financial information related to your transaction as published on the relevant LEDGER. BY EXECUTING ANY TRANSACTION OR POSSESSING TOKENS YOU CONSENT AND UNDERSTAND THAT THE DISCLOSURE OFSUCH IDENTIFICATION INFORMATION IS PERMANENT AND IRREVOCABLE.

16. MALICIOUS ATTACKS
16.1  As with other cryptocurrencies, the LEDGER used for the smart contract system is susceptible to attacks, including but not limited to double-spend attacks, majority mining power attacks, "selfish-mining" attacks and other LEDGER specific attacks.
16.2  Any successful attacks present a risk to the smart contract system, the expected proper execution and sequencing of TOKEN transactions, and the expected proper execution and sequencing of contract computations.
16.3  You understand and accept that the miners/validators of a particular LEDGER will ultimately be in control of TOKENS, and that most staking nodes or miners could agree at any point to make changes, updates, modifications to or effect a deletion or destruction of a TOKEN or smart contract system, and that such a scenario could lead to TOKENS losing intrinsic value and/or functionality.

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE AC COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THIS OFFERING, YOU MUST CONSULT YOUR OWN PROFESSIONAL ADVISERS BEFORE DECIDING WHETHER TO ACQUIRE or exchange/substitute ANY TOKENS.

SCHEDULE 2 - TERMS & CONDITIONS EXCHANGE CONTRACTS

Available at www.instabridge.io/exchange-terms

These terms and conditions are issued by METAVERSE (RADIX) LIMITED, (a company incorporated in Jersey with registration number 132555 and operating under the trading name INSTABRIDGE) (“METAVERSE”, “INSTABRIDGE”, “Us” or “Our”)

Before executing any exchange contract YOU accept that you do so with full knowledge of the risk factors which can be found at www.instabridge.io/notices/risks and are incorporated into these terms by reference.

PLEASE READ THESE TERMS CAREFULLY THROUGH TO THE END. IF YOU DO NOT AGREE TO THESE TERMS OF SALE DO NOT ENTER INTO ANY EXCHANGE AGREEMENT.

The terms and conditions of use of the INSTABRIDGE SERVICE may be found at www.instabridge.io/terms

THE DEFINITIONS SET OUT IN THE INSTABRIDGE USER TERMS SHALL APPLY TO THESE TERMS.

1. WARRANTY
1.1 By offering to enter into any exchange of TOKENS You warrant that:
(a)  You have read, understood and accept the content of all up-to-date versions of theseTerms and Conditions;
(b)  You have undertaken all relevant due diligence, made such enquiries as to the use function, value, law, regulation and taxation of cryptographic tokens and taken independent legal advice before accepting these Terms and Conditions and entering into any EXCHANGE CONTRACT; and
(c)  These terms and conditions will apply to each EXCHANGE CONTRACT into which You enter.

2. ISSUE AND EXCHANGE OF TOKENS
WRAPPED TOKENS: Each WRAPPED TOKEN which is issued or acquired will have different characteristics, risks and limitations. You should refer to the description of each suchWRAPPED TOKEN which will be published at learn.instabridge.io
VALUE OF TOKENS: INSTABRIDGE makes no representation and disclaims all liability as to thepresent or future functionality, economic value, market price of all TOKENS. It is possible that TOKENS will have no economic value at all and/or that there may be no willing purchasers, markets or utility for such TOKENS.
FUNCTIONALITY: WRAPPED TOKENS or representational tokens may cease to operate as intended or expected and may be subject to spoofing, cloning and other malevolent actions which negates their function and renders them valueless.
SLASHING: The number of WRAPPED TOKENS in circulation should equate to the corresponding number of NATIVE TOKENS which are held in reserve, but this linkage may be broken by loss or impaired if either the WRAPPED TOKEN or NATIVE TOKEN is lost or impaired. In such case INSTABRIDGE may “slash” or delete the corresponding WRAPPED TOKEN pro-rata to return NATIVE TOKENS and WRAPPED TOKENS to equality, or may change the market rate at which it will offer to sell and exchange a WRAPPED TOKEN for a NATIVE TOKEN.
REDEMPTION AND EXCHANGE: WRAPPED TOKENS or representational tokens have no legal right of redemption or exchange for NATIVE TOKENS. Any exchange of WRAPPED TOKENS is at the discretion of INSTABRIDGE. Any impairment of the NATIVE TOKEN is likely to adversely affect the value, function and market for the corresponding WRAPPED TOKEN, rendering the latter without value and/or not functional.
NO SPECULATIVE INVESTMENT: You warrant that You are not acquiring TOKENS with a view to holding TOKENS as a speculative investment. You warrant that Your motivation for acquiring TOKENS and entering into this AGREEMENT is to facilitate the movement of value between LEDGERS, or to access the underlying functionality of LEDGERS.
PASSIVE PARTICIPATION: You acknowledge that some NATIVE TOKENS require positive action (e.g. STAKING) and if You do not use the NATIVE TOKENS to perform the relevant actions You may see Your holdings of NATIVE TOKENS decline as a percentage of the entire population of NATIVE TOKENS over time as more NATIVE TOKENS come into existence as a result of network emission, network subsidy payments and/or future token sales. Over time, this may result in the substantial dilution of a passive participant’s token holdings. This equally applies to WRAPPED TOKENS where the WRAPPED version of the NATIVE TOKEN cannot be staked.
TRADING SUPPORT: Neither INSTABRIDGE nor any AFFILIATE intends to participate in or otherwise support trading of INSTABRIDGE TOKENS.
SECONDARY MARKET: the nature and extent of any secondary market for INSTABRIDGE TOKENS cannot be predicted.
LIQUIDITY: you acknowledge that when acquiring INSTABRIDGE TOKENS You have considered and understand that lack of liquidity in TOKENS is a risk.
PERFORMANCE OF THE PUBLIC LEDGERS: the decentralised nature of the operation of the public LEDGERS means that the greater the level of participation in the public LEDGERS by holders of NATIVE TOKENS, the better the public LEDGER will perform in terms of stability, security, and robustness of the LEDGER protocol.

3. EXCHANGE CONTRACT
3.1 An EXCHANGE CONTRACT comprises:

(a) a sale by Us and a Purchase by You of a NATIVE TOKEN and the sale by You and the purchase by Us of a WRAPPED TOKENS or vice versa; or
(b) sale or exchange by Us of any TOKEN for another TOKEN or fiat currency.

3.2 When You accept an exchange rate with another TOKEN as presented to You and choose to proceed or “agree” and deliver the TOKEN You wish to dispose of or the fiat You wish to use to acquire or exchange, You are making an irrevocable offer to enter into an EXCHANGE CONTRACT.
3.3 The TOKENS or fiat currency You deliver to Us may be held on a staging wallet until such time that searches and inquiries have been conducted and Your status and lawful entitlement to acquire or dispose of TOKENS is established to Our satisfaction.
3.4 Upon completion of the formalities at Clause 3.2, acceptance of Your offer to enter into an EXCHANGE CONTRACT will be made by Our initiation of the transfer to You of the corresponding TOKENS or sale and purchase price in fiat currency.
3.5 Upon initiation of any transfer pursuant to Clause 3.4:
(a) all right, title, interest and risk in the TOKENS and or fiat currency will pass to You upon Our initiation of any transfer; and
(b) all right, title, interest and risk in the fiat currency or TOKENS which You have delivered to Us will pass to us.

4. RESTRICTED PERSON
4.1  Notwithstanding Your registration or acceptance as a USER and/or prior dealings, INSTABRIDGE may designate an individual, company, group or class of persons as RESTRICTED PERSONS and may prohibit the purchase, acquisition or exchange of TOKENS and restrict dealings therein (to the extent it is capable of doing so).
4.2  RESTRICTED PERSONS shall not subscribe for, purchase or attempt to purchase or acquire or exchange TOKENS directly or indirectly.
4.3  It is a breach of this Agreement to enter into this Agreement as agent for a RESTRICTED PERSON or with the intent of supplying a RESTRICTED PERSON.
4.4  Any RESTRICTED PERSON who acquires TOKENS from INSTABRIDGE or enters this Agreement on an unlawful, unauthorised or fraudulent basis shall be exclusively liable for, and shall indemnify, defend and hold harmless INSTABRIDGE and its AFFILIATES and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns against and from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues or profits.

5. NO INVESTMENT RIGHTS
5.1 Possession of a wallet or INSTABRIDGE TOKENS does not entitle You or any successor intitle, transferee, or person in possession to:
(a)  any right, title or interest, dividend, distribution, benefit, or control of INSTABRIDGE or any AFFILIATE of INSTABRIDGE or any aspect of a public LEDGER with which INSTABRIDGE integrates or the protocol, technology or intellectual property underlying or embodied in the issued TOKENS;
(b)  receive any profits, bonuses, additional tokens (of any kind) or further allocation of tokens;
(c)  participate in the management, control or direction of any enterprise including without limitation INSTABRIDGE or any AFFILIATE of INSTABRIDGE;
(d)  any legal or beneficial claim, right, title, or interest in INSTABRIDGE or claim upon the assets of either of INSTABRIDGE or any AFFILIATE of INSTABRIDGE;
(e)  be paid, remunerated or compensated in any way in money or money’s worth in respect of any participation in or contribution made to INSTABRIDGE or its AFFILIATES; and/or
(f)  receive any distribution, interest, right or benefit from the winding up, insolvency, reconstruction, or cessation of business by INSTABRIDGE or any AFFILIATE of INSTABRIDGE.

5.2 The distribution, sale, allocation or possession of TOKENS shall not be construed, interpreted, classified or treated as conferring on the TOKEN holder any rights or benefits compatible with any form of:
(a)  legal or beneficial right, title, interest or ownership in or to the underlying code, software or intellectual property, intangible property or know how comprising or embodied in any INSTABRIDGE TOKEN;
(b)  currency or commodity;
(c)  debentures, stocks, or shares issued by any person or entity whether INSTABRIDGE or any AFFILIATE of INSTABRIDGE;
(d)  rights, options, or derivatives in respect of such debentures, stocks, or shares;
(e)  rights under a contract for differences or under any other contract, the purpose or purported purpose of which is to secure a profit or avoid a loss;
(f)  units in a collective investment scheme;
(g)  units in a business trust;
(h)  derivatives of units in a business trust; or
(i)  any other security or class of securities.

5.3 INSTABRIDGE TOKENS are non-refundable and cannot be redeemed.
5.4 INSTABRIDGE TOKENS have no intrinsic value and may have no market value.
5.5 You agree not to sell, exchange, deliver, assign or transfer any right, title, interest or possession in or to INSTABRIDGE TOKENS to any RESTRICTED PERSON.

6. PERSONAL DATA
You agree to the processing of Your personal data received by INSTABRIDGE in accordance with the INSTABRIDGE privacy policy which can be found at www.instabridge.io/privacy and is incorporated into these terms by reference.

7. WARRANTIES BY YOU
7.1 You warrant and represent that You are:
(a) a natural person and that you are over 18 (eighteen) years of age (or any older age legally required under local law in Your country to bind Yourself legally to these TERMS AND CONDITIONS) or an AUTHORISED PERSON; and
(b) not a RESTRICTED PERSON;
(c)  not acquiring any TOKENS with a view to holding these as a speculative investment; and
(d)  if You are an incorporated entity You are duly organised, validly existing and of good standing under the laws of Your jurisdiction of incorporation and each jurisdiction where you conduct business.

7.2 You warrant and represent that You have obtained independent legal advice that:
(a) You are, by the laws of the country where You are presently domiciled, resident orc arry on business, lawfully entitled to acquire hold and exchange the TOKENS;
(b) You do not know of any lawful reason why You should not enter into an EXCHANGE AGREEMENT with INSTABRIDGE for the purchase, use, transfer, or possession of TOKENS;
(c) You are not and never have been under investigation or subject to any sanction order or restriction in any jurisdiction relating to any matter relating to digital assets or financial matters;
(d) You will comply with all laws, regulatory requirements, and rules as are applicable to the acquisition, exchange, ownership, possession, use, sale, purchase, or transmission of TOKENS;
(e) You are not acting in any representative capacity as nominee, agent or otherwise on behalf of a RESTRICTED PERSON (for tax purposes or otherwise) in connection withYour interactions and agreement with INSTABRIDGE or your offer, ownership, possession, exchange, use, sale, or transfer of TOKENS;
(f) to the extent You are subject to any restrictions which apply to the purchase, receipt, possession, exchange transmission or use of TOKENS in any jurisdiction, You will observe and comply, and continue to observe and comply, with all such laws, regulations and restrictions at Your own expense and fully and effectively indemnify and hold safe INSTABRIDGE and each AFFILIATE of INSTABRIDGE in relation to any losses demands or claim resulting from Your failure to do so or do so properly;
(g) no tokens, consideration or value whatsoever provided by You for the TOKENS is derived from or related to any unlawful activities or constitute the proceeds of crime(in any territory) including but not limited to any use which is or has directly or indirectly assisted or facilitated money laundering or terrorist financing;
(h) You will not use, promote, procure, or encourage the use of TOKENS to finance, engage in, or otherwise support unlawful activities in any territory, and all payments or transfer of tokens will be made by You only, in Your name, lawfully authorised byYou, from a digital wallet or bank account in compliance with all applicable local laws, regulations, rules and restrictions as may apply to such payments transfers or exchanges from time to time;
(i) You are not, nor have you ever been, subject to any investigation nor have You received a request for information from any governmental body relating to money laundering corruption or bribery, under any law or statute, nor have You been charged or convicted of being involved in any activity associated with money laundering, terrorist financing, or any other similar anti-corruption or anti bribery statute; and
(j) You shall promptly and in good faith collaborate with all requests made by Us and all regulatory authorities in connection with, “know your client” (KYC) and anti-money laundering (AML) policies/ anti-corruption /compliance procedures and make available all information and documents on demand reasonably required by INSTABRIDGE or INSTAPASS.
7.3 You hereby authorise Us to conduct any enquiries, including with third party providers, in relation to the source of TOKENS/ funds or representation of monies used or intended to be used to acquire or exchange any TOKEN and/or any suspected unlawful use of any TOKENS and You waive any privacy or other similar right which would prevent Us from undertaking such enquiries.

8. TERMINATION OF EXCHANGE CONTRACTS
8.1  We are entitled to terminate and or rescind any EXCHANGE CONTRACT immediately in the event You breach or threaten to breach the warranties given by You pursuant to Clause 7. INSTABRIDGE reserves the right to refuse any requests to exchange, purchase or sell assign or transfer TOKENS and terminate or rescind any EXCHANGE CONTRACT at any time in its sole discretion.
8.2  In the event of any question arising as regards the source, provenance or legal status of any TOKENS or monies or representations of money which relate to any EXCHANGE CONTRACT We may withhold restitution of any TOKENS or execution of any exchange, without liability until the provenance, legal status or ownership of the same has been established to the Our satisfaction, which may include final determination by a court of law and/or a judgement recognised by the courts of Jersey.

9. INDEMNITY
You hereby agree to indemnify and hold harmless INSTABRIDGE and its AFFILIATES against all losses, claims, costs, demands and awards by You and/or any third-party in relation to and including the costs of bringing or defending any proceedings arising out of or relating to the provenance, ownership, legal status, source of wealth money, tokens or representations of money received or receivable by Us and any breach of the warranties at Clause 7

10. LIMITATION OF LIABILITY
10.1 INSTABRIDGE does not make or purport to make any warranty or give any assurance that the WRAPPED TOKENS will function as intended or for any particular purpose required by You.
10.2 INSTABRIDGE hereby excludes liability for all and any representation, warranty or undertaking in any form whatsoever, whether express or implied, made to any entity or person, (including without limitation any actual or prospective WRAPPED TOKEN holder) including any representation, warranty or undertaking in relation to the use, value, or other characteristics of the WRAPPED TOKENS.
10.3 Neither INSTABRIDGE nor its AFFILIATES, nor any current or former employees, officers, directors, partners, trustees, representatives, agents, advisors, contractors or volunteers shall in any event be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, or loss of use or data, or loss of reputation, or loss of any economic or other opportunity of whatsoever nature or howsoever arising), arising out of or in connection with (without limitation):
(a)  any acceptance of, or reliance on the information made available by INSTABRIDGE in respect of the INSTABRIDGE TOKENS or the INSTABRIDGE SERVICE or EXCHANGE CONTRACTS, including (but not limited to) mistakes or errors in code, text, or images included in such information;
(b)  the use, misuse, or unavailability of any LEDGER, its functionality or any performance or operation of any code or protocol or validation methodology caused by bugs or programming or logic errors or otherwise;
(c)  the offering, purchase, holding, use, sale, or transmission of WRAPPED TOKENS;
(d)  any failure in transmission or loss of any WRAPPED TOKEN due to communication errors, bugs, hacks, or fault in any LEDGER or any wallet or any communication system, software or apparatus including but not limited to losses caused by errors inholding or transmitting TOKENS by the TOKEN holder;
(e)  breaches of security including hacker attacks, loss or disclosure of password, loss of private key, unauthorised use or misuse of such passwords or keys;
(f)  losses attributable to any failure or error in any computer network, telecommunications system or protocol or the receipt by INSTABRIDGE of inaccurate wallet information or other information resulting in the misdirection or loss of tokens;
(g)  mistakes in the information made available by INSTABRIDGE concerning the INSTABRIDGE TOKENS, the INSTABRIDGE SERVICE or EXCHANGE CONTRACTS or any expectation, promise, representation, or warranty arising (or purportedly arising) therefrom;
(h)  losses including loss of anticipated savings or other benefits resulting from changes in the pricing of TOKENS or alterations in any LEDGER (howsoever implemented);
(i) the pricing of the TOKENS on any exchange in any jurisdiction or market (regulated, unregulated, primary, secondary, or otherwise);
(j) the TOKEN holder’s loss of a PRIVATE KEY to a wallet or other secure custody device holding the TOKENS;
unless caused by any such person's fraud, gross negligence, bad faith and/or wilful default.

11. MISCELLANEOUS
11.1  INSTABRIDGE reserves the right to change these Terms and Conditions upon notice toYou which will be accepted by Your continued participation in the sale, use, transfer, or exchange of any TOKENS or accessing or use of the INSTABRIDGE SERVICE.
11.2  Notice of INSTABRIDGE’s changes to these Terms and Conditions may be given byposting new terms and conditions on the INSTABRIDGE WEBSITE.
11.3  You acknowledge that new versions of any LEDGER on which the NATIVE TOKENS or WRAPPED TOKENS have been created and related software may be adopted at any time.
11.4  INSTABRIDGE is not responsible for the testing, use or adoption of such LEDGERS or any variation or version thereof, nor for the dissemination, distribution or adoption thereof.
11.5  Save as provided by Clause 11.1 these Terms and Conditions may not be varied nor any rights accruing to either PARTY waived except where such variation or waiver is contained in a single document in writing signed by all PARTIES affected. Writing in this context shall not include e-mail but may include documents completed using electronic signatures.

12. GIVING OF NOTICE
12.1 A notice, or communication, given to a PARTY under or in connection with these Terms and Conditions shall be in writing and sent to the PARTY at the postal address or email address given in these Terms and Conditions with copy to or as otherwise notified in writing to the other party.
12.2 This Clause 12 sets out the delivery methods for sending a NOTICE to a PARTY under these Terms and Conditions and, for each delivery methods, the date and time when the NOTICE is deemed to have been received or given (provided that all other requirements of this clause have been satisfied):
12.3 If delivered by hand, on signature of a delivery receipt or at the time the NOTICE is left at the address.
(a)  if sent by pre-paid first-class post at the time recorded by the delivery service.
(b)  if sent by email, at the time of transmission (provided that no non-delivery notification is received by the sender).

12.4  If deemed receipt under Clause 12.2 occurs outside business hours in the place of receipt, it shall be deferred until business hours resume which means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
12.5  Save where prohibited by law from doing, You consent to a proceeding or reference to arbitration being made upon you in the same manner as required for Notices provided by Clause 12.3
12.6  Save as provided by Clause 12.5 this Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13. TAX
13.1  You acknowledge, understand, and agree that You are solely responsible for compliance with all taxation obligations arising out of or related to the purchase, receipt, sale transmission holding or use of TOKENS and INSTABRIDGE bears no liability or responsibility with respect of any tax consequences relating thereto. You fully and effectively indemnify and hold safe INSTABRIDGE and its AFFILIATES in relation to all such liability.
13.2  The consideration payable by You in respect of Your acquisition of TOKENS is exclusive ofamounts in respect of VAT and all forms of purchase tax.
13.3  In the event that the sale or disposition of the TOKENS is subject to GST/ Purchase Tax or VAT (or other equivalent taxes in Jersey or elsewhere) INSTABRIDGE shall be entitled to deliver a VAT (or similar tax) invoice to You, and You will be obliged to pay additional amounts in respect of such tax as shall be payable in respect of the sale, purchase, supply or exchange of the TOKENS.
13.4  You will be responsible for the payment of all levies, import duties, capital and all other taxes charges and fees arising out of your acquisition, possession, use or disposal of theTOKENS.

14. THIRD PARTY RIGHTS
The PARTIES do not intend that any provision of these Terms and Conditions should been forceable by any PERSON who is not a PARTY to this Agreement.

15. ENTIRE AGREEMENT
15.1  Save that the documents referred to herein shall be deemed to be incorporated by reference, these Terms and Conditions constitute the entire agreement between the PARTIES and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between the PARTIES, whether written or oral, relating to their subject matter.
15.2  Each PARTY agrees that it shall have no remedy in respect of any statement, representation, misstatement, misrepresentation, assurance, or warranty (whether made innocently or negligently) where such statement, representation, misstatement, misrepresentation, assurance, or warranty is not set out in these Terms and Conditions.
15.3  Each PARTY agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions. Nothing in this Clause shall operate to limit or exclude any liability for fraud (including fraudulent misrepresentation).

16. SITUS AND PLACE OF PERFORMANCE
16.1  The situs of all tangible and intangible property and/or all rights, title and/or interest in any chose in action in or related to TOKENS and all legal and equitable rights, title and interest, debts and/or claims, and causes of action arising from or related to the use, transfer, possession, or control of any TOKENS shall be Jersey.
16.2  The situs of debts, and the deemed situs of all wallets, tokens, obligations and causes of action arising out of these Terms and Conditions and the use, transmission, sale, exchange, possession, use or misuse of TOKENS shall be Jersey.
16.3  These Terms and Conditions shall be deemed to have been created and performed in Jersey and all transfers and exchanges shall be deemed to occur in Jersey.
16.4  All transactions and exchange or transmission of TOKENS including the operation, use and functioning of any relevant LEDGER and performance of transactions shall be deemed to take place in Jersey and all EXCHANGE CONTRACTS, ledger actions, and the actions of NODES including transactions shall be deemed to made and performed in Jersey.
16.5  All fees and payments due to INSTABRIDGE shall be payable and recoverable in Jersey which shall be the situs of debts due to INSTABRIDGE together with and including all payments, debts and obligation due or alleged to be due from or by INSTABRIDGE.

17. COMPLAINTS PROCEDURE
17.1 You may refer any complaint or concern to us by emailing us at complaints@instabridge.io and we will endeavour to resolve the dispute in accordance with our complaints procedure, a copy of which is available here www.instabridge.io/notices/complaints (our “Complaints Procedure”).

18. CONSUMER COMPLAINTS
18.1  You can bring claims against us through arbitration in London, England in accordance with Clause 20. 18.2  If You are a consumer and we identify any dispute with You, we will first seek to resolve that dispute in accordance with our Complaints Procedure unless we consider it reasonable to seek a court remedy known as an injunction in which case we will go directly to court.
18.3  If resolution is not possible or timely using our Complaints Procedure, we shall refer any dispute worth GBP 50,000 or less to an alternative dispute resolution entity (see Clause 19) but reserve the right to commence a reference to arbitration if we are not satisfied with the outcome.
18.4  Any dispute over the value of GBP 50,000 shall be referred to arbitration in accordance with Clause 20.
18.5  The value of any dispute shall be calculated on the basis on the closing price on the date upon which the dispute arose or the price of the last arm’s length transaction for the digital asset prior to the date of reference.

19. ALTERNATE DISPUTE RESOLUTION
19.1  Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court or arbitration.
19.2  You can submit a dispute to the alternative dispute resolution entity (“ADR entity”) identified in our Complaints Procedure who will not charge you for making a complaint and the dispute resolution process will be administered in accordance with any procedural rules set down by that ADR entity.
19.3  If either PARTY is dissatisfied with the outcome, that PARTY may make a reference to arbitration in accordance with Clause 20.

20. RESOLUTION OF DISPUTES AND APPLICATION OF LAWS AND JURISDICTION
20.1 Subject to Clause 18, any dispute arising out of or in connection with any agreement formed under or in accordance with the TERMS AND CONDITIONS or with these TERMS AND CONDITIONS or the subject matter thereof, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA (London Court of International Arbitration) Rules, which Rules are deemed to be incorporated by reference into this Clause.
(a)  The number of arbitrators shall be three.
(b)  The seat, or legal place, of arbitration shall be London.
(c)  The language to be used in the arbitral proceedings shall be English.
(d)  The governing law shall be the law of England and Wales. All operation of conflict of laws is excluded.

20.2  You hereby forever waive any and all rights to assert personal or subject matter jurisdiction in any territory or before any tribunal, government authority, court or arbitrator, other than in accordance with Clause 18 and this Clause 20 in relation to any matter dispute or difference which relates to or arises out of these TERMS AND CONDITIONS or their subject matter or any agreement formed pursuant to these TERMS AND CONDITIONS or the performance, creation or termination of such agreement or these TERMS AND CONDITIONS including but not limited to any transaction or arrangement relating to the use of the INSTABRIDGE SERVICE and any EXCHANGE CONTRACT.
20.3  You forever waive all rights to exercise or invoke, apply for or seek any in rem or in personam relief or remedy before any tribunal, government authority, court or arbitrator or otherwise other than in accordance with Clause 18 or this Clause 20.
20.4  You irrevocably agree that We may enforce the terms of any award or judgement secured in accordance with these TERMS AND CONDITIONS in our favour in any territory where You hold, possess or control assets (whether permanent or temporary) and/or whereYou reside or are domiciled.
20.5  Nothing in this Clause 20 shall limit or exclude any rights of INSTABRIDGE to enforce any rights in any territory in relation to INTELLECTUAL PROPERTY owned by or licensed to INSTABRIDGE in accordance with the laws applicable to such rights which subsist in any territory where such INTELLECTUAL PROPERTY rights are owned or used (whether such use is authorised or not).