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 anAUTHORISED 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 theAUTHORISED 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:
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(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 YourDIGITAL IDENTITY.
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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:
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(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.
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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 orEXCHANGE 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.
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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 beeninvolved 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 arequest 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 mobilephone/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:
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(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:
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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;
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(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 YourINSTABRIDGE 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:
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)mmunicate 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 anEXCHANGE 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:
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(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) onYour 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:
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(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 thePARTIES 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.
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9. GIVING OF NOTICE
9.1 A notice, or communication, given to a PARTY under or in connection with these TERMSand 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 thisAgreement 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).
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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 ofOur 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.
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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.
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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.
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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).
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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;
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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.
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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 CONDITIONSand 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 accordancewith 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).
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