General Terms & Conditions
These General Terms and Conditions (these “Terms and Conditions”) govern the access and use of the applications, products, software, websites, APIs, network, portals and services provided by Instarails Inc, its parent and/or any affiliated companies and all subsidiaries, (hereinafter collectively known as “Instarails”), and, where applicable, products and services offered through Instarails third-party service providers which may include services such as international cross-border remittance services or purpose based payments or purpose based payouts or any other service that may be offered by Instarails on the Platform (hereinafter individually, and collectively, the “Instarails Platform” or our “Platform” or our “Services”). By using the Platform, you agree to follow and be bound by these Terms and Conditions and any policies, disclosures and agreements referenced herein, applicable and/or available on our website or Platform, including, without limitation, our Privacy Policy available on our website.
We may modify these Terms and Conditions or any additional terms that apply to the Platform to, for example, reflect changes to the law or changes to the Platform. You should look at these Terms and Conditions regularly and your continued use of the Platform will constitute your acceptance of any revisions to these Terms and Conditions. We will post a notice of modified additional terms in the applicable service. If you do not agree to the modified terms for the Platform or any service we offer, you should discontinue your use of the Platform or that service.
In addition to these Terms and Conditions, your use of certain Instarails products and services, and/or your use of the Platform in a particular region, are also governed by other applicable terms, disclosures and agreements available on our website or the Platform or delivered to you (collectively, “Partner Agreements”). In the event of conflict between any Partner Agreement and these Terms and Conditions, the Partner Agreement shall control.
Use of the Instarails Platform, Network and Services
When used in these Terms and Conditions, the words “you” or “your” mean the owner of the Account (as defined below). Please read the following terms and conditions carefully before registering, accessing, browsing, downloading or using the Instarails website located at www.instarails.io and all associated sites linked to www.instarails.io or the Platform or the Services on any device offered by Instarails. For the avoidance of doubt, it is clarified that these terms and conditions shall apply to all Instarails Services, whether offered by Instarails or its affiliates.
By using our Service, or Services, you agree to the following terms. Before using our Services, please read the Terms of Use (the “Agreement”) carefully, along with any other policies or notices made available by Instarails on www.instarails.io. Our Services are diverse, therefore at times additional terms or product requirements may apply. Additional terms disclosure will be available with the relevant Services, and by using those Services, those additional terms become part of your agreement with Instarails. Together, these materials contain terms, rules, and guidelines related to your use of the Instarails Services.
Instarails Inc is a provider of financial infrastructure and technology available in certain U.S. States and other international countries and regions. Instarails Inc is registered as a Money Service Business with FinCEN in the United States (MSB Registration Number: 31000230810399). Instarails does not engage in any custodian services or the activity of transmitting user funds in the jurisdictions where we do not hold an active money transmittance license. We are also not a bank or a regulated depository institution. You cannot establish a deposit account with Instarails. We use third-party partners, which are properly licensed and authorized in such U.S. States and other regions, to perform any banking and money transmittance services for Instarails.
We grant you a limited, nonexclusive, non-transferable, non-sublicensable license to access and use the Platform solely for informational, transactional, or other approved purposes and reserve all other rights in the Platform, including without limitation, the Instarails website, APIs and other content. You agree you have no other rights beyond this limited license. You agree you will not copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any content or other part of the Platform for any purpose. You also agree that you will not frame or display any part of the Platform without our prior written permission and that you will not use our trademarks without our permission.
You understand and agree that the Platform is not provided to, and may not be used by, any person in any jurisdiction where the provision or use thereof would violate applicable laws and regulations. If you reside in any jurisdiction where the use of the Platform would violate any of the laws or regulations of the jurisdiction in which you reside, you agree to refrain from using the Platform in any manner that would violate any of the laws and regulations of such jurisdiction.
You may only create, have, administer and/or control one Account. If you require an additional Account you must first get our written permission to do so. You may request an additional Account through our support contact form with the proposed purpose for an additional Account. We are under no obligation to approve any additional Account. If we find that you have opened, operated and/or are operating an additional Account, or more than one Account at any one time without our permission we reserve all rights, including but not limited to, terminating your Account, revoking your limited license to use the Platform and taking whatever other means we deem necessary to protect our users, us and the Platform.
Your use of the Platform, or any part thereof, is at your sole risk and we assume no responsibility for the underlying transaction of funds, or the actions or identity of any transfer recipient or sender. If any third party files a claim for a chargeback or we are otherwise informed of a dispute between you and another party, we are not responsible for intermediating, determining the veracity of claims or resolving the dispute, including disposition of any associated economic value of any assets.
Although we intend to provide accurate and timely information on the Instarails website, the Platform and, without limitation, any related content, materials and information, including without limitation, all market data (collectively, the “Content”) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform your sole responsibility and we shall have no liability for such decisions.
Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform.
Becoming a Partner
In order to use our Services, you must set up an account as a Partner and a user (an “Account”), subject to this Agreement and any other applicable agreement with us. We are required to perform customer due diligence and may be required to perform enhanced due diligence for verifying our Partner businesses, for legal, regulatory and compliance purposes prior to allowing the Partner’s organization for using our Platform and Services. To ensure we remain in compliance with applicable reporting requirements in the jurisdictions in which we or our partners operate, we may collect and verify your business information including your legal name, address, government identification, taxpayer identification number, or bank information. We may also ask questions and verify information ourselves or obtain information from third parties in order to verify your business, prevent fraud, as well as requesting information from other entities, like banks, for information about you. By agreeing to these Terms and Conditions, you certify under penalty of perjury that the information provided, is correct and you agree that we may use the information you provide and other information to verify who you are.
In creating an Account, you will be asked to set up an email and password, and you may be required to set up two-factor authentication (“2FA”). By signing up for our Products and Services and accepting these terms, by providing a mobile phone number you consent that Instarails may contact you by email, SMS or text message (including by an automatic telephone dialing system) at the mobile phone.
Your email, password, 2FA credentials, and/or SSO credentials are referred to collectively as “Login Credentials”. You agree that you are responsible for all activities that occur under your Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials and you agree not to share your Login Credentials with any unauthorized parties. You also agree to notify us promptly of any unauthorized use of your Login Credentials or any other breach of security that you become aware of involving or relating to the Platform by contacting our customer support team.
You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message with instructions on how to cancel SMS. If you are experiencing issues with the messaging program you can get help directly at support@instarails.io.
To the maximum extent permitted by applicable law, you hereby agree that Instarails, or any third-party service provider that Instarails uses to provide the Products and Services, shall not be liable for any direct, indirect, consequential, special, incidental, punitive or any other damages, even if we have been advised of the possibility of such damage or loss, arising or resulting from or in any way relating to your use of the SMS service. Furthermore, Instarails, or any third-party service provider that Instarails uses to provide the Products and Services, shall not be liable for the acts or omissions of third parties, including but not limited to delays in the transmission of messages.
If you have any questions regarding privacy, please read our Privacy Policy available on the Instarails website.
We are required to identify users that are responsible for creating the Partner’s account, for legal, regulatory and compliance purposes prior to you and the other user’s from the Partner’s organization using our Platform. To ensure we remain in compliance with applicable reporting requirements in the jurisdictions in which we or our partners operate, we may collect and verify your personal information including your legal name, address, government identification, date of birth, Social Security or taxpayer identification number, bank information or credit card information. We may also ask questions and verify information ourselves or obtain personal information from third parties in order to verify your identity, prevent fraud, as well as requesting information from other entities, like banks, for information about you. By agreeing to these Terms and Conditions, you certify under penalty of perjury that the information provided, is correct and you agree that we may use the information you provide and other information to verify who you are.
You additionally acknowledge and agree that we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity including, without limitation, requiring you to take steps to confirm ownership of your email address or financial instruments, or verifying information against third party databases or through other sources. These inquiries and verification may involve the sharing of certain aspects of your information with third parties for the limited purpose of completing these inquiries and verification.
We do not share your information unless required to do so by law, or have your express consent to do so or have another legal basis for sharing such information, e.g., to complete a transaction requested by you, or to prevent fraud. If we share your information with any third party we will do so under our Privacy Policy. Information about how we may engage with law enforcement officials is available here. We may contact any other financial institution, law enforcement or affected third parties (including other users) and share details of any transactions you are associated with if we believe doing so may prevent financial loss or a violation of law. Additional information is available in our Privacy Policy.
If you are setting up an Account on behalf of an entity, you confirm that you are an authorized officer of that entity and have the authority to enter into agreements for and on behalf of that entity. If you are opening an Account on the Platform for an entity, you are hereby providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau (if applicable). You also authorize us to obtain your personal and/or business credit report when you request certain new products or at any time we reasonably believe there may be an increased level of risk associated with your Account.
You represent and warrant to us and agree that the following statements are and will remain true:
All information you provide to us will be complete and accurate and you commit to keeping all information complete and accurate at all times.
The information about your address and residency is correct and you will notify us if it changes.
You will provide us with your legal identity and any supporting information and documents that we may request, including but not limited to a valid government identification.
You reside in, and will only access the Platform from, a country or state where we permit the Platform to be accessed.
Your use of the Platform complies with all applicable laws and regulations, including all export controls and economic sanctions requirements.
You are at least 18 years old and have the capacity to enter into a legally binding agreement.
You will not engage in any conduct set forth in the Prohibited Uses section.
You are not in, under the control of, or a national or resident of, are not on, acting for anyone on, and will not supply any funds, product or service to a resident of Cuba, Iran, North Korea, Syria, or any other country or jurisdiction subject to U.S. embargo, U.N. sanctions, H.M. Treasury's financial sanctions regime, or E.U. sanctions, or to anyone on: the Specially Designated Nationals List, the U.S. Commerce Department's Denied Persons List, Unverified List, or Entity List, HM Treasury's financial sanctions regime, the UN Consolidated United Nations Security Council Sanctions List, or EU financial sanctions list.
You will not access the Platform using automated means of any nature without our prior consent. For anyone using our Platform by way of an API, please see our API Agreement available on our website (“API Agreement”).
You will not send, use or upload any scripts, viruses or malicious code. You will not develop extensions, plugins or applications except as may be allowed under our API Agreement.
You will not do anything that could disable, overburden or impair the functionality, rendering or appearance of the Platform, including through denial of service or other attack.
Acceptance
You must follow any policies made available to you with the use of our Services. By using our Services, you acknowledge and agree to be fully compliant with applicable laws and regulations.
By registering on, accessing, browsing, downloading, or using the Instarails Platform for any general purpose or for the specific purpose of availing any Instarails Service, you agree to be bound by the terms of this Agreement. These terms shall also include any additional or modified service-specific terms and conditions in relation to any Instarails Service or any future service that may be offered by Instarails on the Instarails Platform. By registering on, accessing, browsing, downloading or using (as applicable) the Instarails Platform, or availing any Instarails Service, you automatically and immediately agree to all the terms as per this Agreement.
If at any time you do not accept or agree with any of the terms of this Agreement or do not wish to be bound by this Agreement, you may not access, browse or use the Instarails Platform and immediately terminate your availing of the Instarails Services. Accepting or agreeing to the Agreement will constitute a legal contract between you and Instarails.
All services are rendered by Instarails through the Instarails Platform under the brand name “Instarails” (or any derivatives or variations thereof). Consequently, all the rights, benefits, liabilities and obligations under this Agreement shall, as the case may be, accrue to the benefit of, or incurred by, Instarails, regarding your use of the Instarails Service(s).
The Instarails Services shall be used by you subject to your adherence with the Agreement. As long as you accept and comply with this Agreement, Instarails grants you a personal, non-exclusive, non-transferable, limited, revocable privilege to enter and use the Instarails Platform and/or avail the Instarails Services.
Eligibility
The Instarails Services are not available to persons under the age of 18 or to anyone previously suspended or removed by Instarails from availing the Instarails Services or accessing the Instarails Platform.
By accepting the Agreement or by otherwise using the Instarails Services, you represent that you are at least 18 years of age and have not been previously suspended or removed by Instarails, or disqualified for any other reason, from availing the Instarails Services or using the Instarails Platform.
In addition, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all the terms as part of this Agreement.
You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity.
Finally, in the event of any violation of the terms, Instarails reserves the right to suspend or permanently prevent you from availing the Instarails Services or using the Instarails Platform.
Termination or Cancellation
In the event that you want to stop using the Platform, you can cancel your Account if you are in good standing and compliant with these Terms and Conditions and other applicable Instarails policies and agreements. To cancel, please contact us at support@instarails.io. We will decide whether to cancel or suspend any pending transactions and we will need to hold funds until any applicable reversal windows are complete and all your obligations to us are satisfied. Of course, you may not cancel your Account in an effort to avoid paying amounts due us or if your activity is under investigation. Note that withdrawals are subject to minimum balances.
In some cases we may terminate, suspend or otherwise restrict your Account and use of the Platform if we suspect your Account is connected to any Prohibited Use, for suspected violation of these Terms and Conditions or any applicable agreements or policies, where required by applicable law, or to otherwise prevent potential loss. Your use of the Platform is a privilege, and not a right, and we reserve our right to terminate, suspend or restrict your access to the Platform, as well as take other actions described in these Terms and Conditions, at any time to protect you, other users and/or us as we deem necessary.
Third-party Services and Applications
We may, from time-to-time, contract with third parties who may provide services to Instarails, including financial products and other services in connection with the Platform. To the extent required by applicable law, regulation or any agreement with such providers, we will provide and update a list of relevant financial service partners through the Platform. Contracting with other financial service partners or providers may require us to share your personal information in order for them to provide services to Instarails. All collection, sharing and use of personal information is subject to our PrivacyPolicy.
You may decide to link to third-party applications or content others make available through the Platform. As such, you expressly authorize us to work with third-party service providers, including SSO services and providers of financial products and services, to deliver certain Platform functionality including, without limitation, enabling the loading, transfer, conversion and storage of funds. You should carefully consider both the functionality purportedly offered and the developer offering the functionality before authorizing the application. Unless otherwise stated, we have no control over applications and assume no responsibility for developers’ actions
If you authorize a third-party application to connect to your Account and take actions on your behalf, you assume all risks associated with those connections and actions and you are ultimately responsible to us for those connections and actions. We require developers to list a support or dispute framework in connection with their application that allows prompt resolution of any issues. But, if you have disputes with developers, you will need to resolve it directly with them.
You also agree that you will not hold us responsible for, and will indemnify us against any liability arising out of or related to any act or omission of any third-party using your Account credentials whether a developer or otherwise. You may remove permissions granted to third parties with respect to your Account at any time through your account settings (authorized applications) page.
A third party not affiliated with us may provide you access to market data and quotes to be used alongside the Platform. If market data and quotes are provided to you by a third party, your use of the market data and quotes will be governed by the terms and conditions imposed by such third parties.
Other Terms and Conditions
We do not allow misuse, unauthorized reselling, or abuse of our Services. By accepting the use of our Services, you agree to not interfere with our Service stipulations or access our Service using a method other than what is included in your relevant contract with us and outlined in the instructions agreed upon. You may use our Services only as permitted by the laws of the relevant jurisdictions, including applicable export and re-export control laws and regulations. We may suspend, revoke or terminate our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct or fraudulent activity.
Our Services may display proprietary content. With regards to this content, it is the sole responsibility of the entity that made the proprietary content available. Nonetheless, by using our Service, you agree to allow Instarails, if deemed necessary, the right to review this content to determine whether it is illegal or violates our policies. Instarails may remove or refuse to display content that we reasonably believe violates our policies or the law.
In connection with your use of our Services, you agree that we may send you service notifications, announcements, administrative messages, and other information pertaining to the use of our Services. After acceptance of these agreements, you may opt-out of some of these communications.
Limitation of Liability and Damages
In no event shall Instarails, its contractors, agents, licensors, partners, employees, directors or suppliers will be liable for any indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to the Instarails Platform or Instarails Services. These limitations and exclusions apply to the extent permissible by applicable laws.
Indemnification
You agree to indemnify, save, and hold Instarails, its affiliates, directors, officers, employees, agents, subcontractors or partners, harmless from any and all claims, losses, damages, and liabilities, costs and expenses, including without limitation legal fees and expenses, arising out of or related to your use of Instarails Platform or Instarails Services. Instarails reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Instarails, including rights to settle, and you agree to cooperate with Instarails’ defense and settlement of these claims. Instarails will use reasonable efforts to notify you of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it.
If anyone brings a claim against Instarails, our affiliates or service providers, and/or each of our or their respective officers, directors, agents, joint venturers, employees or representatives, related to your use of the Platform, or any part thereof, including, without limitation, any developer tools or alleged violation of any laws, rules or rights, you indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
You are responsible for all claims, fees, fines, penalties and other liability incurred by Instarails or a third party caused by or arising out of your breach of these Terms and Conditions or any other applicable Instarails policy and agreement, and/or your use of the Platform. You agree to reimburse Instarails or a third party for any and all such liability and any fees and expenses incurred in the event that Instarails must undertake collection efforts to enforce its rights hereunder.
If you engage in a Prohibited Use or otherwise violate these Terms and Conditions or any other applicable Instarails policy and agreement, including but not limited to chargeback abuse, fraud, money laundering, sale of your login credentials, etc., it may be difficult or impractical to calculate our actual damages. You acknowledge and agree that US$10,000 USD per violation is a reasonable minimum estimate of Instarails's actual damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to Instarails that reasonably could be anticipated, and that Instarails may recover from you and/or directly from your Account the greater of such amount or the actual damages incurred.
Warranties and Disclaimers
We provide our Services using a commercially reasonable level of skill and care and operate within all applicable laws. However, Instarails does not make specific promises about the use of our Services or the success of using our Services. The following statements apply:
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER INSTARAILS NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE OUR SERVICES “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WE EXCLUDE ALL WARRANTIES.
WE TRY TO KEEP THE PLATFORM UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE PLATFORM, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF ANY CURRENCY. WE MAKE NO REPRESENTATION OR WARRANTIES AS TO THE QUALITY, SUITABILITY, USEFULNESS, ACCURACY, OR COMPLETENESS OF THE PLATFORM OR ANY MATERIALS CONTAINED THEREIN. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT ANY REQUESTS FOR ELECTRONIC DEBITS AND CREDITS BY ANY MEANS ARE PROCESSED IN A TIMELY MANNER BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING.
YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST ANY Instarails ENTITY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE LEGAL PROCEEDING, INCLUDING, WITHOUT LIMITATION, CLASS OR COLLECTION LITIGATION OR ARBITRATION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT YOU ARE PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE LEGAL PROCEEDING, YOU AGREE THAT: (I) YOU SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) IF YOU INITIATE OR PARTICIPATE AS A MEMBER OF THE CLASS, YOU WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS AND OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
NEITHER WE NOR OUR AFFILIATES, SERVICE PROVIDERS, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY, AND THAT OF OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE ACTUAL FEES PAID TO US BY YOU IN THE PRECEDING THREE (3) MONTHS OR (B) US$100 DOLLARS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED.
WE ARE NOT A MEMBER OF ANY FINANCIAL INDUSTRY REGULATORY AUTHORITY, AND YOUR FUNDS ARE NOT PROTECTED OR COVERED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURANCE.
OUR FAILURE TO ACT WITH RESPECT TO A BREACH BY YOU OR OTHERS DOES NOT WAIVE OUR RIGHT TO ACT WITH RESPECT TO SUBSEQUENT OR SIMILAR BREACHES. THESE TERMS AND CONDITIONS SHALL NOT BE CONSTRUED TO WAIVE RIGHTS THAT CANNOT BE WAIVED UNDER APPLICABLE CONSUMER PROTECTION LAWS OR REGULATIONS.
UNLESS OTHERWISE AGREED IN WRITING, THESE TERMS AND CONDITIONS, ANY OTHER APPLICABLE INSTARAILS POLICY AND AGREEMENT (INCLUDING THE USER AGREEMENT, AND, IF APPLICABLE, OUR API AGREEMENT) REFERRED TO HEREIN OR THEREIN, AND THE TERMS AND CONDITIONS CONTAINED IN YOUR ACCOUNT STATEMENTS AND CONFIRMATIONS, SET FORTH THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN YOU AND US AS TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ANY AND ALL PRIOR DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF ANY KIND (INCLUDING WITHOUT LIMITATION ANY PRIOR VERSIONS OF THESE TERMS AND CONDITIONS), AND OF EVERY NATURE BETWEEN AND AMONG YOU AND US.
THESE TERMS AND CONDITIONS, AND ANY RIGHTS, OBLIGATIONS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY US WITHOUT NOTICE OR RESTRICTION, INCLUDING WITHOUT LIMITATION TO ANY OF OUR AFFILIATES, PARENTS OR SUBSIDIARIES, OR TO ANY SUCCESSOR IN INTEREST. ANY ATTEMPTED TRANSFER OR ASSIGNMENT IN VIOLATION HEREOF SHALL BE NULL AND VOID EXCEPT THAT, SUBJECT TO THE LIMITS HEREIN, OUR AGREEMENT WILL BIND AND INURE TO THE BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND PERMITTED ASSIGNS.
IF ANY PROVISION OF THESE TERMS AND CONDITIONS IS HELD BY A COURT TO BE INVALID OR UNENFORCEABLE, SUCH PROVISION WILL BE CHANGED AND INTERPRETED TO ACCOMPLISH THE OBJECTIVES OF THE PROVISION TO THE GREATEST EXTENT POSSIBLE AND ANY SUCH FINDING SHALL NOT AFFECT THE ENFORCEABILITY OF ANY OTHER PROVISION.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, THERE ARE NO THIRD-PARTY BENEFICIARIES TO THESE TERMS AND CONDITIONS.
PROVISIONS HEREIN RELATED TO SUSPENSION, TERMINATION, CANCELLATION, DEBTS, GENERAL USE OF THE PLATFORM, FEES, DISPUTES, YOUR LIABILITY, INDEMNITY AND GENERAL PROVISIONS SHALL SURVIVE ANY TERMINATION OF THESE TERMS AND CONDITIONS.
ANY TRANSLATION OR SUMMARY OF THE PLATFORM, THESE TERMS AND CONDITIONS AND/OR POLICIES IS PROVIDED SOLELY AS A CONVENIENCE AND IS NOT INTENDED TO MODIFY THE PLATFORM, THESE TERMS AND CONDITIONS, AND/OR ANY POLICIES. YOU AGREE THAT THE ENGLISH VERSION OF THE PLATFORM, THESE TERMS AND CONDITIONS AND/OR POLICIES WILL CONTROL IN THE EVENT OF ANY CONFLICT BETWEEN THE ENGLISH VERSIONS OF THE PLATFORM, THESE TERMS AND CONDITIONS AND/OR POLICIES AND ANY TRANSLATED VERSIONS OF THE SAME.
YOU AGREE THAT THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, GOVERN THESE TERMS AND CONDITIONS AND ANY CLAIM OR DISPUTE BETWEEN YOU AND US EXCEPT TO THE EXTENT GOVERNED BY U.S. FEDERAL LAW. YOU AGREE THAT FEDERAL AND STATE COURTS ARE LOCATED IN DELAWARE. DELAWARE SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING UNDER THESE TERMS AND CONDITIONS AND/OR ANY INSTARAILS POLICIES AND AGREEMENTS THAT REFERENCE THESE TERMS AND CONDITIONS.
Intellectual Property Ownership
Instarails remains the owner of all intellectual property rights contained on our site and in our content provided through our Service. You may not use content from our Services unless written permissions are obtained from their rightful owners or are otherwise permitted by applicable laws. These terms do not grant the right to use any branding or logos associated with our Services without written expressed permission. You agree not to remove, obscure, or alter any legal notices displayed in or along with our Services, failure to comply will result in the revocation, suspension or termination of use of our Services and/or legal recourse.
We respond to notices of alleged copyright infringement and terminate accounts of repeat violators of copyright infringement.
If through the use of our services, you submit content, you will retain the ownership of any intellectual property rights that you hold in that content. Instarails does not assume ownership of intellectual property that you provide in conjunction with using our Services.
Notices
Valid notice is to be served in writing to 300 Creek View Road Suite 209, Newark DE 19711.
No Waiver
The failure of Instarails to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will only be effective if expressly written and signed by Instarails.
Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without regard to principles of conflict of laws, govern these Terms and Conditions and any claim or dispute between you and us except to the extent governed by U.S. federal law. You agree that federal and state courts are located in Delaware. Delaware shall have exclusive jurisdiction over any disputes arising under these Terms and Conditions and/or any Instarails policies and agreements that reference these Terms and Conditions. Any conflict arising from this Agreement should be resolved by negotiation in good faith. If, after 30 days, the conflict is unable to be resolved through negotiation, the dispute shall be referred to and finally resolved by arbitration. Arbitration shall take place in Delaware state, USA, in accordance with the Delaware Laws and Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The number of arbitrators present shall be one. The language of arbitration shall be English.
Severability
Termination
You agree that Instarails, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your use of the Instarails Platform or Instarails Services. You agree that Instarails shall not be liable to you or any third party for any termination or interruption. Upon termination, you agree to stop using the Instarails Platform and the Instarails Services.
Limitation of Liability and Damages
Upon termination of the Instarails Service or Platform, any terms in this Agreement, which by nature or express language will survive such termination.
Prohibited Uses
The following categories of businesses, business practices, and sale items are barred from using our services (“Prohibited Businesses”). By using any of Instarail’s products or services, you confirm that you will not use our Services to transact in connection with the following businesses, activities, practices, or items:
Operating as an unlicensed money transmitter, money service, payment service provider, e-money, or any other financial services business which requires licensure, including but not limited to exchanges of virtual currencies, sales of money orders or traveler's checks, and escrow services, and shell banks or entities that provide them banking services
Section 311 designated entities
Counterfeit products or any product or service that infringes upon the copyright, trademark, or trade secrets of any third party
Marijuana industry
Stolen goods
Narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs
Gambling, except where permitted by and with our prior written permission
Sports forecasting or odds making, except where permitted by and with our prior written permission
Prostitution or adult entertainment
Violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same
Funding any of the items included on this Prohibited Businesses list
Extortion, blackmail, or efforts to induce unearned payments
Unlicensed sale of firearms and weapons
Deceptive marketing practices
Any business that violates any law, statute, ordinance or regulation
Acting in concert with others or through multiple accounts that you control in order to circumvent per account trading limits
Unregulated charities
Atomic power
You may not use our Services to engage in the following categories of activity (“Prohibited Use”). You confirm that you will not use our Services count to do any of the following:
Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, or consumer protections
Partake in a transaction which involves the proceeds of any unlawful activity
Partake in any transaction involving online gambling except where permitted and with our prior written permission
Defraud or attempt to defraud us or our users
Infringe our or any third party's intellectual property
Provide false, inaccurate or misleading information
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information
Interfere with another individual's or entity's access to or use of any part of our Services
Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights of others
Publish, distribute or disseminate any unlawful material or information
Transmit or upload any viruses, Trojan horses, worms, or any other malicious programs
Access our Services through programmatic means
Act as a payment intermediary or aggregator or otherwise resell our Services, unless authorized by us in writing
Transfer any rights granted to you by us to another party
Use another user’s password for any purpose
Compromise our Services, computer systems or networks connected to the our Services through any means
Use our Services only with the account created with your real identity
Miscellaneous
We may modify these terms or any additional terms that apply to a Service to reflect changes to applicable laws or changes to our Services. Instarails will post notice of modifications to these terms on this page. We will also post notice of modified additional terms in the applicable Service. Changes will not apply retrospectively and will become effective no sooner than 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.
These terms control the relationship between Instarails and you. They do not create any third party beneficiary rights.
If you have any questions or concerns about our Services or this Agreement, you may contact us.
Headings
The heading references herein are for convenience purposes only and they do not constitute part of the Terms of Use. They will not be deemed to limit or affect any of the provisions herein.
Entire Agreement
This Agreement is the entire agreement between you and Instarails relating to the subject matter hereof. This Agreement will not be modified except by a change to this Agreement made by Instarails in accordance with this Agreement.