Terms of Service ("Agreement")
Last Updated: December 8, 2017
, please do not access the Instynt website or services, and please do not download, use, or access Instynt’s software.
“User” means any user of the Platform including Instynt Guests, Instynt Hosts, and unregistered users.
“Instynt Booking” means a purchased license between an Instynt Guest and an Instynt Host
“Instynt Host” means an owner or agent acting with authority on behalf of an Instynt Space or Instynt Spaces.
“Instynt Guest” means a User booking an Instynt Space through Instynt’s Software and Services.
“Instynt Space” means office, coworking, hotel, meeting or any other such space or venue controlled by an Instynt Host. Such Instynt Spaces referred to in this agreement refer to InstyntSpaces available for booking on Instynt’s Platform.
“Platform” means Instynt’s operating environment encapsulating all of Instynt’s Software and Services. The terms, “Software”, “Service(s)”, and “Platform” may be used interchangeably and are synonymous to one another.
“Instynt Deals” means special deals offered by Instynt for special prices regarding Instynt Bookings.
“User Content” means content posted by Users on the Platform.
2. Representations and Warranties
You may only access Instynt Spaces available on the Platform using authorized means and for lawful purposes. By using the Platform to access Instynt Spaces, you (as an Instynt Guest) agree not to:
Engage, solicit, aid and abet in, or otherwise encourage sexual activity, pornography, alcohol abuse, drug use (including marijuana), prostitution, smoking, physical sports (e.g. skateboarding, rollerblading, boxing, ball sports, etc.), violence, bringing weapons, gambling, or any other purpose reasonably likely to reflect negatively on Instynt or the relevant Instynt Host;
Store, keep, transport, or possess hazardous materials (e.g. flammable chemicals)
Start or ignite any fires, that is, light any materials including any candles, incense, or naked flames into Instynt Spaces;
Install, remove, or modify any fixtures, equipment, machinery, electronics, or appliances in the Instynt Spaces;
Install, affix, or otherwise put up any promotional material outside of the Instynt Space;
Invite more guests than were permitted in the parameters of the Instynt Booking;
Damage, cover, impede, or otherwise disable any cameras which Instynt may affix to the relevant Instynt Space;
Wear inappropriate clothing for the Instynt Space you book;
Bring, house, or keep any animal in any Instynt Space, except for service or assistance animals, which shall at all times be harnessed, leashed, and/or tethered;
Make excessive noise or play music in a way which would disturb others nearby;
Exceed the agreed upon capacity of an Instynt Space;
Use an Instynt Space as a mailing address or have packages shipped before check in time;
- Hire outside contractors without the express written approval of Instynt.
You may be required to:
- Provide Instynt or the relevant Instynt Host with proof of identification (e.g. a valid driver’s license) to enter the relevant Instynt Space.
- Acknowledge and abide by any capacity limits to the Instynt Space for which you have booked. Those limits may be posted on the device for which you book using the Platform.
Be held responsible and/or liable should you take or damage any items unlawfully from the relevant Instynt Space you book. You hereby authorize Instynt to charge you for said items.
All Instynt Guests and Instynt Hosts additionally represent that:
You only have one account with Instynt;
You are using your real name or business name and not a pseudonym regarding your user account;
You have not been previously suspended from having an account or accessing the Platform;
You have the full power and authority to enter into this Agreement and fulfill your obligations without violating any other agreement to which you may be a party;
You have full ownership and control of all rights to the User Content you post; and
- All User Content you post is accurate, non-confidential, and not misleading or harmful in any manner. Instynt is not responsible and shall not be held liable as a result of you sharing confidential, personal, or sensitive information with Users either through communication or otherwise through the Platform.
You additionally acknowledge that neither Instynt nor the relevant Instynt Host is responsible for any property you as a Instynt Guest may lose or leave behind in an Instynt Space.
You further acknowledge that your use of the Instynt Spaces does not constitute any party granting a lease or sublease on real property but rather, a limited, revocable, non-exclusive, non-transferable contractual license on the terms of this Agreement . Instynt’s sole function in relation to Instynt Guest and Instynt Host is providing a third party platform for Instynt Guests to license Instynt Spaces from Instynt Hosts. Once Instynt Guest has made a booking using Instynt’s Platform, Instynt Guest has entered into a binding contract with the relevant Instynt Host.
3. Privacy and Communications
You acknowledge and agree that Instynt may occasionally send you communications such as emails regarding your account or the Service.
Should you provide consent, Instynt may send you short message service (“SMS”) messages in relation to your Instynt Bookings, use of the Platform, and for promotional purposes. Message and data rates may apply and Instynt is not responsible for any fees you may be assessed for subscribing to SMS messages.
It is important to note that opting out of SMS messaging may prevent you from receiving certain information Instynt may provide.
You may be provided the ability through the Platform or otherwise (e.g. text messaging service or email) to communicate with another User. You may not use such a mechanism to send unwanted messages, spam, promote an Instynt competitor, or communicate about anything materially unrelated to an Instynt Booking.
, which is incorporated into this Agreement by reference regarding Communications.
Instynt may, in its sole discretion, refuse to offer the Services and Software to any person or entity and change its eligibility criteria at any time. If you are not 18 years old or the age of majority as the jurisdiction you are in defines as such, this agreement can only be entered into on your behalf by your parent or other person who is lawfully entitled to give consent on your behalf such as a legal guardian. This contract provision is null and void where prohibited by law and the right to use Instynt’s Services and Software is revoked in such jurisdictions.
5. Electronic Signature
You acknowledge, agree, and consent to the use of a keyboard, mouse, touchscreen or other electronic device to make any selection within the Software and Services (e.g. the type of Instynt Space you want); or in accessing or making any transactions regarding any agreement, acknowledgement, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree no certification authority or other third party verification is necessary to the validity of your electronic signature; and the lack of such certification or third party verification will not in any way affect the enforceability of your signature or the resulting contract between you and Instynt.
- Any electronic document bearing a user’s e-signature will be considered “in writing” and “wet-signed”; and
- Any user e-signed document shall be deemed to be an “original” document when printed and used in the normal course of business.
6. Accounts, Passwords, and Security
You may view certain content as an unregistered visitor to the Platform. However, to make an Instynt Booking or list an Instynt Space (become an Instynt Guest or Instynt Host), you must first register to create an Instynt account.
You must register an account to access and use certain features of the Platform, such as making an Instynt Booking or posting an Instynt Space on the Platform. You can register an account using an email address and creating a password. You may also have the ability to create an account using certain third-party social networking services, such as Facebook (“SNS Account”).
6.1. Individual Users
You must be a registered user with Instynt to access the Services and Software. You are responsible for keeping your password safe and secure. You will be solely responsible and liable for any activity that occurs under your user name. You are also prohibited from sharing your password and you ensure that a user login is only used by one person (a single login shared by multiple persons is not permitted).
6.2. Instynt for Business
Certain business entities may be eligible for creating business accounts (“Instynt for Business”). Instynt in its sole discretion has the right to determine which business entities may be eligible for Instynt for Business accounts. Instynt for Business accounts may have more than one user operating the account. In such cases, each user is responsible and liable for any activity that occurs in the business’s name. The business is responsible for keeping its password safe and secure. To register for a business account, the business shall select at least one administrator of the Instynt for Business account. The administrator(s) shall have the ability to determine which other users are allowed access to the relevant Instynt for Business account.
6.3. Referral Program
Instynt may provide credits to a User for referring others to the Platform (“Referral Program”). Subject to your compliance with the Terms, Instynt may provide you nontransferable credits to be used within the Platform if you meet the Referral Program requirements (as in force at that time) for your country.
You may use the Referral Program by sharing a unique link or by providing email addresses to Instynt. Provided you meet the requirements (as in force at that time) more than once, you are entitled to referral credits each time you meet such requirements. You must be a registered user (either an Instynt Guest or an Instynt Host) of Instynt to use the Referral Program.
You may only use the Referral Program in good faith and for lawful purposes. You may not:
- create more than one account in order to invite yourself;
- invite others that have created duplicate accounts;
- use alternative contact information to refer yourself or others that have created duplicate accounts;
- invite members that you do not know personally, if you do so in a way that (in Instynt’s sole and absolute opinion) constitutes spam or other undesirable or unsolicited communications;
- invite an existing Instynt Guest or Instynt Host;
- invite fictitious persons;
- do anything that damages Instynt’s brand, goodwill or reputation;
- use the Referral Program in: (i) any way that breaches any applicable local, national or international law or regulation; or (ii) any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- to transmit any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); or
- otherwise attempt to circumvent these Terms or the Referral Program.
Instynt may require identification documents from you prior to providing you with referral credits. Instynt shall not be in breach of this Agreement (nor have any obligation to provide referral credits) if you do not (in Instynt’s sole and absolute discretion) provide the identification documents requested by Instynt. You represent and warrant to us that you have obtained the express consent from the individuals whose data you provide us with.
Abuse of any of these terms in Instynt’s sole and absolute discretion shall constitute a breach of the Terms. Should such a breach occur, Instynt may take such actions as Instynt deems appropriate such as termination of this Agreement, closing your account(s), closing third party account(s), and suspending you from the Referral Program.
Instynt may discontinue, cancel, or modify the Referral Program at any time in Instynt’s sole discretion, for which you shall hold Instynt harmless should you experience any loss or damages due to your participation in the Referral Program.
6.4. California residents Legal Notice under California Civil Code section 1789.3
Under California Civil Code section 1789.3, Users who are California residents are entitled to the following specific consumer rights information:
Pricing Information: Current rates for our Software and Services may be obtained by calling us at 302-232-8132 or an email to email@example.com.
Complaints: For any complaints, you may contact Instynt:
P.O. Box 3244
Los Altos, CA 94024
7. Acceptable Use and Conduct
You agree to release, defend (at Instynt’s option), indemnify and hold Instynt and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Platform, (iii) your interaction with any User, stay at any Instynt Space, including without limitation any injuries, losses or damages (whether compensatory, special, direct, incidental, consequential or otherwise), of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) your breach of any laws, regulations, or third party rights.
7.2. Your Use and Conduct
The Platform is made available to you, your company, and/or your customers only for personal or commercial use. Such use must be in compliance with all applicable laws and rules and regulations of the applicable jurisdiction and must not infringe or violate third party rights.
Any unauthorized use of the Platform is a violation of this Agreement and potentially federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
Examples of unauthorized activities on the Platform include:
- Impersonating on behalf of any person or entity or otherwise misrepresenting yourself;
- Stalking, intimidating, threatening, or harassing or causing discomfort to Instynt Hosts and/or Instynt Guests;
- Scraping, using bots, spiders, crawlers, scrapers, or other automated means to harvest or otherwise collect information about any users or Instynt, including email addresses;
- Forging any TCP/IP packet header or any part of the header information in any email;
- Attempting to probe, scan, or test the vulnerability of any Instynt system or network or breach any security or authentication measures;
Circumventing or attempting to circumvent any filtering, copy protection mechanisms, security measures, or other features Instynt may adopt for the Platform, Users, or third parties;
You may not deep-link to any portion of the Platform (including, without limitation, the purchase path for any Instynt Bookings) for any purpose without Instynt’s express written permission.
You are responsible for all activity that occurs with respect to your account, including, without limitation, use of the Instynt Platform,and Instynt Spaces. Without limiting the foregoing, for any Instynt Booking you make, if other persons are present in the Instynt Space(s), you do hereby agree to be fully responsible and to indemnify Instynt for any violation of this Agreement or applicable laws, by-laws or regulations, even if such violation was caused by such other persons.
If you make an Instynt Booking on behalf of additional guests, you are required to ensure that every additional guest meets any requirements set by the Instynt Host and Instynt pursuant to these Terms.
7.3. Third Party Acceptable Use and Conduct
Additionally, you will not allow or authorize third parties to engage in any prohibited activities including using the Platform or Instynt Spaces to do anything prohibited under Section 2 or for any illegal or unauthorized purposes or other activity that violates this Agreement.
7.4. Making an Instynt Booking
Instynt Guest shall create an Instynt Booking by logging into the Platform, selecting a capacity related to the number of guests, selecting a location, and among other things, choosing a type of Instynt Space as provided on the Platform. Once Instynt Guest submits all relevant information for a booking, an Instynt Booking may be chosen for you. Alternatively, you may also have the option of choosing your Instynt Space. Instynt Guest agrees that Instynt Guest may not have the option of choosing a specific Instynt Space. Instynt Guest further agrees that once Instynt matches a Instynt Guest and Instynt Host that a valid, binding contract has been created between Instynt Guest and Instynt Host.
Note all times booked are “hard ins” and “hard outs”. This means that your Instynt Booking includes all time you are allotted for remaining in an Instynt Space. You will not be permitted extra time for set up or break down times (however, you may depending on availability, be allowed to extend your booking via the Platform). You understand that the Instynt Booking therefore includes the entirety of the time duration you are allowed to use the Instynt Space. You do not have the right to a site tour of the Instynt Space you have booked prior to making an Instynt Booking.
7.5. Property Release
As part of an Instynt Booking, Instynt Host grants a property release to the Instynt Guest who made the Instynt Booking a revocable, non-exclusive and non-transferable license to use the Instynt Space and the right to photograph (including without limitation by means of motion picture, still or video device photography) both the real and personal property of the Instynt Space, together with the right to refer to the Instynt Space or any part thereof by any fictitious name and the right to attribute any fictitious events as occurring on the Instynt Space, together with access to and egress from said Instynt Space by Instynt Guest’s personnel and equipment for the purpose of photographing said Instynt Space and/or recording sound for such scenes that Instynt Guest may desire. Instynt Guest shall have no right to use Instynt Host’s name or the name of the Instynt Space.
Instynt Hosts and Instynt Guests agree to use Instynt’s Platform to facilitate an Instynt Guest’s ability to access Instynt Host’s Instynt Space(s). In this vein, it is impermissible for Instynt Host or Instynt Guest to circumvent Instynt’s Platform by contacting each other outside the confines of Instynt’s Platform.
Contacting another User for any purpose other than asking a question related to an Instynt Booking, including but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications, or websites is strictly prohibited without Instynt’s written approval.
In Instynt’s sole discretion, if Instynt believes an Instynt Guest or Instynt Host is attempting to circumvent Instynt’s Platform, Instynt may restrict the offending Instynt Guest or Instynt Host from using Instynt’s Platform, Software, and/or Services. The offending Instynt Host or Instynt Guest shall additionally be liable to Instynt for damages related to a breach of this section related to circumvention.
8. Required Insurance
Instynt Guests are required to maintain insurance relevant to their stay in Instynt Host’s Instynt Space(s) to cover activities that Instynt Guest and Instynt Guest’s guests engage while in a Instynt Space. Instynt Guest is solely responsible for obtaining the correct insurance to cover Instynt Guest’s activities in a Instynt Space.
Instynt may provide, obtain, and/or maintain supplemental insurance providing limited protection to Instynt Hosts in cases of their liability to Instynt Guests or other occupants of an Instynt Space at the time of an Instynt Booking.
9. Federal and State Regulation Compliance
You are responsible for complying with the CAN-SPAM federal regulation. Failure to adhere to Federal CAN-SPAM guidelines may result in investigation and damages. As elucidated in Section 7, you agree to indemnify, defend (at Instynt’s option), and hold harmless Instynt and its affiliates and subsidiaries, and their officers, directors, employees and agents from any and all costs, damages (whether compensatory, special, direct, incidental, consequential or otherwise), losses, claims and lawsuits, including attorneys’ fees, liability (to third parties or otherwise), and expense arising from or related to your data, your use of the Platform, or your violation of these terms including violations of the CAN-SPAM federal regulation.
9.2 Communications Decency Act
Instynt is deemed a provider of “interactive computer services” as defined by the Communications Decency Act. 47 U.S.C. Section 230. Pursuant to this law, Instynt is not responsible for user content such as Instynt Host listings or Instynt Guest profiles. Therefore, Instynt’s liability for causes of action such as defamation, libel, product disparagement, and others arising out of user content is limited. Instynt does not warrant the accuracy of such user content and does not assume legal responsibility or liability for any user content including responsibility or liability for investigating or verifying the accuracy of user content.
9.3 Other Regulations
You additionally agree to abide by all tax regulations, planning laws, zoning laws, permits (e.g. filming permits) and all covenants or restrictions applicable to any premises or restrictions applicable to your jurisdiction.
10.1. Instynt Bookings
Any fees which Instynt may charge you for the use of the Software, Services, or Instynt Spaces, may be as set out on the Platform at the time of purchase, are inclusive of any taxes payable, are due immediately and non-refundable (or partially refundable: see cancellation policy below in Section 12). This refund policy shall apply at all times regardless of your decision to terminate your usage, Instynt's decision to terminate your usage, disruption caused to our website, Software or Instynt Spaces either planned, accidental or intentional, or any reason whatsoever. Instynt reserves the right to determine final prevailing pricing.
Users agree that except where specified, all water, electricity, HVAC, wifi and other services specified in an Instynt Booking are provided by the Instynt Host at no additional cost to the Instynt Guest.
You do hereby agree that you shall be charged fees based on the length of time of your booking of the Instynt Spaces (regardless if you only make use of the Instynt Spaces for less than your booked time). You agree and are aware that Instynt may charge a temporary pre-authorization charge (e.g. USD $1) for credit card verification. Such temporary pre-authorizations may show up on a credit card statement but will be canceled by Instynt.
You additionally agree that you may be charged a reasonable authorization charge at the sole discretion of Instynt as a security deposit prior to using the Instynt Space. Security deposits shall be used to cover any damages caused by Instynt Guest as specified in this Agreement. Should no damage occur, Instynt Guest will receive its security deposit back in full. You agree and acknowledge Instynt is not responsible for any fees from your banking institution as a result of this pre-authorization charge or security deposit charge (e.g. overdraft fees).
In addition to the price due for Instynt Bookings, if there are delinquent amounts or chargebacks associated with your payment, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
If Instynt is unable collect any amounts due via your selected payment method, you authorize Instynt to charge any other payment methods on file in your Instynt account (unless you have previously removed the authorization to charge such payment method(s)). You also authorize Instynt to charge any payment method you have on file in your Instynt Account in the event of a damage claim.
10.2. Currency Conversion
Instynt may, in its sole discretion, round up or round down amounts that are payable from or to Instynt Guests or Instynt Hosts to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, euro or other supported currency); for example, Instynt mayround up an amount of $103.50 to $104.00, and round down on an amount of $103.49 to $103.00. For currencies that are denominated in large numbers, Instynt may determine the functional base unit in which those currencies are denominated to be 10, 100, or 1000 of the currency; for example, Instynt may round up an amount of 1145 up to 1150 and 1144 down to 1140 if the currency is denominated base 10.
Some banks and credit card companies impose fees for international transactions. If you are making an Instynt Booking from outside of the United States on a credit card, your bank may convert the payment amount to your local currency and charge you a conversion fee. Should such an event occur, you hereby understand that a foreign transaction fee may be assessed if the bank that issued your credit card is located outside of the United States. The currency exchange rate and foreign transaction fee is determined solely by your bank on the day that they process the transaction. If you have any questions about these fees or the exchange rate applied to your Instynt Booking, please contact your bank. You agree and acknowledge that Instynt is not responsible for any fees from your banking institution as a result of this currency exchange.
10.3. Overstay Fees
If you exceed the amount of time for which you booked an Instynt Space, then you shall be charged for such excess time, as well as an overage charge if such excess time conflicts with another User’s booked time. Note that you as an Instynt Guest may be given at maximum a 5 minute grace period from the end of your Instynt Booking which will not count as an overstay. For example, should your booking end at 12:00 PM, you will be given until 12:05 PM to leave the Instynt Space before you are charged an overstay fee.
If you stay past the agreed upon checkout time as was confirmed in the Instynt Booking, you no longer have a license to stay in the Instynt Space and the Instynt Host is entitled to make you leave in a manner consistent with applicable law.
For overstaying an Instynt Booking (as an Instynt Guest), you may be charged up two (2) times the price per hour of your overstay in addition to any penalties Instynt assesses in Instynt’s sole discretion for intruding on another Instynt Guest’s Instynt Booking. You do hereby consent to such excess time charges and to such overage charge.
10.4. Damages and Repair
You are responsible for the cost of repair or necessary cleaning of Instynt Spaces resulting from your violation of this Agreement or your use of the Software, Services, or Instynt Spaces in excess of normal wear and tear (e.g. any violation as enumerated in Section 2 of this Terms of Service). In the event that Instynt, in its sole and reasonable discretion, determines that excessive repair or cleaning is required, Instynt reserves the right to charge the payment method designated in your account for the reasonable cost of such repair and/or cleaning, as well as an additional service fee. Any such amounts are non-refundable and are additionally at the reasonable and sole discretion of Instynt.
If you are an Instynt Guest, you understand and agree that Instynt may make a claim under any insurance policy related to any damage or loss that you may have caused or been responsible for or to any Instynt Space. You agree to cooperate with and assist Instynt in good faith, and to provide Instynt with such information as may be reasonably requested by Instynt, in order to make a claim under your relevant insurance policy including, but not limited to, executing documents and taking such further acts as Instynt may reasonably request to assist Instynt accomplishing such.
You additionally agree that Instynt may charge you a penalty to be determined in Instynt’s sole discretion for any violation as enumerated in Section 2 of this Terms of Service.
For all fees as mentioned in this section 10, you will timely and fully pay any fees or penalties or other amounts you owe pursuant to these Terms. If you are unable to pay through the Platform, Instynt may require to pay through other means. You additionally agree that you are responsible for all costs and fees necessary for Instynt’s collection of such fees and penalties including Instynt’s expenses, any taxes, and attorneys’ fees. In Instynt’s sole discretion, Instynt may also charge up to 4% per month (48% per annum) for any late payments more than 14 days late until the balance is resolved.
10.5. Promotional Offers and Instynt Deals
Instynt, at its sole discretion, may make promotional offers (e.g. Instynt Deals) with different features and different rates to any of our customers. Instynt may change the fees for our Platform, website, Instynt Spaces or Software as we deem necessary for our business at any time. For example, Instynt Deals may have a time limit with which an Instynt Guest may book. If an Instynt Guest does not make an Instynt Booking using an Instynt Deal within the time allotted, the opportunity to make an Instynt Booking using an Instynt Deal may pass.
11. Prepaid Venue Space Booking
You acknowledge that Instynt pre-negotiates certain Instynt Booking rates with Instynt Hosts to facilitate Instynt Bookings. You also acknowledge that Instynt provides you services to facilitate such Instynt Bookings for a consideration, a facilitation or service fee. The rate displayed on the Platform for an Instynt Booking is a combination of the pre-negotiated Instynt Booking rate and the service fee retained by Instynt for Instynt’s services. Instynt Hosts authorize Instynt to make Instynt Bookings for the total Instynt Booking price, which includes the Instynt Space rate, plus tax recovery charges, the service fee, and where applicable, taxes on Instynt’s services. Note that any parking concerns for your vehicles may not be included in the final price. You, as an Instynt Guest agree that your credit card will be charged by Instynt for the total Instynt Booking price displayed on the Platform.
Instynt makes no guarantee that the prices advertised through the Platform represent (i) the lowest price for a venue in every area on any particular day or (ii) the published price for a venue on another website or publication not affiliated with Instynt in every area on any particular day.
12. Chargeback / Refund Policy
12.1. Cancellation by Instynt Host
Instynt Hosts should make every effort to honor the Instynt Bookings. Should an Instynt Host need to cancel, Instynt Host shall do so immediately and the affected Instynt Guest will receive a full refund for the cancelled Instynt Booking. An Instynt Host who cancels an Instynt Booking may be subject to a penalty, such as a financial penalty the dollar amount to be decided in Instynt’s sole discretion, to be paid to Instynt. Additionally, more than one cancellation may result in having the offending Instynt Host’s account suspended or terminated in Instynt’s sole discretion.
Instynt will attempt to rebook Instynt Guests who have their Instynt Bookings canceled by an Instynt Host. However, Instynt makes no representations or guarantees regarding the availability of other Instynt Spaces. In such cases, in Instynt’s sole discretion, Instynt may provide Instynt credits as compensation for the cancelled Instynt Booking.
Instynt may disallow an Instynt Host from accepting an Instynt Booking at the same time as was a previous cancelled Instynt Booking. For example, should an Instynt Host have an Instynt Booking on March 2 from 2:00 PM to 4:00 PM and cancels that Instynt Booking, that Instynt Host may not take a new Instynt Booking on March 2 from 2:00 PM to 4:00 PM.
12.2. Cancellation by Instynt Guest
Should an Instynt Guest cancel their Instynt Booking, the Instynt Guest will be refunded 50% of the Instynt Booking price if the cancellation is made 48 hours or more before the date the Instynt Booking was to commence (this is not applicable to Instynt Deals). If Instynt Guest cancels a booking less than 48 hours before the date the Instynt Booking was to commence or the cancelled Instynt Booking was an Instynt Deal, Instynt Guest shall not be refunded any amount of the Instynt Booking price. In both scenarios, Instynt shall still charge the percentage Instynt service fee to Instynt Host for the funds acquired from the cancelled Instynt Booking.
In the event an Instynt Guest has canceled only a portion of a multi-day booking, this above policy will only apply regarding refunds to the portion of the booking that was canceled.
12.3. Cancellation by Instynt
In certain circumstances, Instynt may decide, in its sole discretion, that it is necessary to cancel an Instynt Booking and make appropriate refund and payout decisions. This may be for any reason Instynt deems necessary (e.g. extenuating circumstances), or where Instynt believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Instynt, other Users, third parties or property, or for any of the reasons set out in these Terms.
Should Instynt cancel an Instynt Booking pursuant to this section 12.3, no party (Instynt, the relevant Instynt Host, or the relevant Instynt Guest) shall have breached these Terms and no party shall incur liability.
13. Limitation of Liability
To the extent not prohibited by applicable law, in no event will Instynt, nor its respective directors, officers, employees, agents, contractors, or affiliates, be liable for any indirect, incidental, special, consequential, punitive or exemplary loss or damage, or any loss of data, lost profits, savings, business or revenue, computer damage or system failure or the cost of substitute products or services, arising out of or in connection with the download, distribution, use or performance or non-performance of the Platform, even if Instynt has been advised of the possibility of such loss or damages or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Platform, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Platform, or (iv) from your Instynt Booking, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Instynt has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. If you are dissatisfied with any portion of the Software or Services under the Terms, to the maximum extent permitted by applicable law, your sole and exclusive remedy is to discontinue using the software. The foregoing limitations of liability shall apply notwithstanding any failure of any remedy provided for hereunder in its essential purpose.
13.2. Interactions with other Users
By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Instynt with respect to such actions or omission. Accordingly, we encourage you to communicate directly with other Users regarding any Instynt Bookings. This limitation shall not apply to any claim by an Instynt Host against Instynt regarding the remittance of payments received from an Instynt Guest, which instead shall be subject to the limitations described in section 13.1 of these Terms and section 11 of the Instynt Host Terms.
14. Rating System
Instynt very much appreciates reviews made of your stay in Instynt’s Instynt Spaces, provided by Instynt’s Instynt Hosts. You therefore may be required to rate your overall experience in the Instynt Spaces (as an Instynt Guest), or your rating of an Instynt Guest (as an Instynt Host), the rating of which will be prompted through the Platform after your booking has ended. If you do not participate in such rating when requested, Instynt reserves the right to restrict your access to Instynt Spaces in the future.
Instynt Hosts may not force, extort, or otherwise coerce a certain rating from an Instynt Guest. Instynt Guests are similarly prohibited extorting, unlawfully threatening, or coercing an Instynt Host to do anything to breach these Terms or perform any unlawful activity with the threat of a bad rating. Such activity by an Instynt Host or an Instynt Guest should immediately be reported to Instynt.
15. Intellectual Property
You acknowledge that Instynt owns all right, title and interest in and to the Service and Software, including without limitation all intellectual property rights, and such rights are protected by U.S. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service and Software. Such rights derive from any of Instynt’s copyrights, trademarks, patents, trade dress, and any other such intellectual property rights that Instynt may have with regard to its Software and Services.
Instynt may provide you the ability to use Instynt’s trademarks and/or logos to help your Instynt Space. This shall be construed as a very limited license to use such trademarks and/or logos. You may only use such trademarks and/or logos as specified to advertise your Instynt Space, you may not use it in a competitive manner against Instynt or in a way that harms Instynt’s brand or reputation, and you may not modify the trademarks and/or logos. Such a limited license may be terminated by Instynt at any time and upon such notice to you, you must cease using Instynt’s trademarks and/or logos.
15.1 DMCA Policy
Instynt respects the intellectual property rights of others and expects its users to do the same. Pursuant to this goal and the Digital Millennium Copyright Act (DMCA). 17 U.S.C. section 512(c), a copyright owner may submit a takedown request with the listed DMCA Agent below.
To submit a valid DMCA notification, please follow the instructions below:
- A physical or electronic signature of the copyright holder/owner or someone authorized to act on behalf of the owner who has been allegedly infringed;
- Identification of the copyrighted work in question which the owner claims was infringed. If there are multiple copyrighted works in question, then you should submit a list of all such works;
- Identification of the infringing material that the copyright holder wants removed and information sufficient for the service provider (i.e. Instynt) to locate the works in question (e.g. the URL of the page in question)
- Information reasonably sufficient to permit the service provider to contact the complaining party such as name, physical address, email address, phone number, and fax number;
- A statement that the complaining party, in good faith, believes that the content in question and the use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in your notification is accurate and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
15.1(b) Counter Notification
If you are the recipient of such a takedown due to a copyright violation and a copyright infringement claim, you may provide a counter-notification to us to have the material in question restored to the site. To submit a valid counter-notification, please follow the instructions below:
- Your physical or electronic signature;
- A description of the content that was taken down and the location of where the material was before it was taken down;
- A statement that in good faith, and under penalty of perjury, you believe that the content/material in question was removed or disabled as a result of mistake or a misidentification of the material to be removed or disabled; and
- Your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which the address is located. If you are located outside of the United States, then your statement should say that you consent to jurisdiction of any judicial district in which the service provider is located. And you should state that you will accept service of process from the person who provided the original copyright infringement notification.
Should we receive such a valid counter-notification, we may send a copy of such counter-notification to the original person alleging copyright infringement and that we may replace the content within 10 (ten) business days. We may replace the removed material in 10 (ten) to 14 business days following receipt of the valid counter-notification unless Instynt’s DMCA Agent listed below receives a notice that an action has been filed regarding the infringing activity related to the material in question from the original notification.
THIS DMCA NOTIFICATION PROCEDURE IS NOT TO BE ABUSED. IF YOU KNOWINGLY MISREPRESENT THAT THE MATERIAL IN QUESTION IS INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES SUCH AS MONETARY DAMAGES AND ATTORNEYS’ FEES.
15.1(c) Repeat Infringers
Instynt takes copyright infringement seriously. Repeat infringers of Instynt’s copyright policies listed herein and in the rest of this Agreement may lead to the termination of said repeat infringer’s account.
15.1(d) Designated Agent
Send all notifications pursuant to this section to our DMCA Agent.
P.O. Box 3244
Los Altos, CA 94024
15.2 Third Party Trademarks
All trademarks not the property of Instynt are the property of their respective owners. The use of any such trademarks by Instynt is not meant to constitute affiliation, endorsement, or approval by such company with or for Instynt or Instynt’s Platform, Software, or Services.
Instynt provides services and software affiliated with the commercial real estate and hospitality industry but is in no way a hospitality provider such as a hotel.
Except where claimed pursuant to Section 22, Instynt therefore claims no right to the intellectual property regarding the names of the various Instynt Spaces displayed in any of Instynt’s products and software. The display of any Instynt Space or venue name or any room of any venue does not imply an endorsement from any person, entity (like a hotel), or organization.
Instynt does not own, operate, provide, license, lease, rent, sell, resell, manage, or otherwise control any of the Instynt Spaces listed on the Platform. Instynt may or may not perform any background checks of Instynt Hosts or Instynt Guests, and Instynt may or may not conduct inspections of Instynt Spaces. Instynt may or may not verify information posted by Instynt Hosts regarding their relevant Instynt Spaces. For example, Instynt does not verify capacity information or any Americans with Disabilities Act (42 U.S.C. 126 § 12101 et seq.) issues with Instynt Spaces. If Instynt chooses to conduct such identity or Instynt Space verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future. Instynt also does not guarantee weather conditions for any given day or the suitability of an Instynt Space depending on any external factors such as weather conditions.
Instynt Spaces may have photos associated with them on the Platform. However, Instynt may not verify the authenticity of the photos with respect to the Instynt Space and does not guarantee that an Instynt Space resembles any photo on the Platform.
While Instynt may attempt to book an Instynt Guest in the lowest price of any given area, Instynt does not guarantee that every Instynt Booking will be made in the lowest price for every area. Instynt may provide a price estimation calculator on the Platform, displaying what an Instynt Host could make in revenue off of their Instynt Space. Instynt does not guarantee that Instynt Host will make any given revenue or profit regarding their Instynt Space.
Furthermore, Instynt aids only in the facilitation of a license agreement between Instynt Guest and Instynt Host. Any agreement between Instynt Guest and Instynt Host through the use of Instynt’s Platform shall be construed as a license agreement and not as a lease or sublease. In other words, no tenancy is created by use of Instynt’s Platform, Software, and/or services. Instynt additionally does not endorse any Instynt Guest or Instynt Host. Rather, Instynt’s sole role is to facilitate the Platform to allow Instynt Hosts to sell licenses for Instynt Spaces to Instynt Guests and for Instynt Guests to buy licenses of Instynt Spaces from Instynt Hosts.
You agree that you have had whatever opportunity you deem necessary to investigate Instynt, the Platform, laws, rules, or regulations (e.g. zoning laws and fire code safety regulations) that may be applicable to Instynt Spaces you are receiving and that you are not relying upon any statement of law or fact made by Instynt relating to an Instynt Space. You agree that some Instynt Spaces may carry inherent risk, and by booking those Instynt Spaces, you choose to assume those risks voluntarily. For example, some Instynt Spaces may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to book an Instynt Space. You assume full responsibility for the choices you make before, during and after your booking of an Instynt Space. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of your Instynt Booking and to the maximum extent permitted by law, you agree to release and hold harmless Instynt from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Instynt Booking or in any way related to your Instynt Booking.
Instynt Guests agree that they will inform all guests to Instynt Spaces as part of an Instynt Booking as to the Terms and that all guests are required to abide by the Terms included herein.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
17. Software and Documentation License
The software Instynt provides and any documentation are licensed and not sold to you. This Agreement grants you a personal, revocable, non-exclusive, non-transferable license that permits you to use the Service and Software solely in connection with the services Instynt provides, to access and use such services, and for no other purposes. You may not copy, reproduce or distribute the software Instynt provides. You agree to not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the software Instynt provides or your entitlement to use the services Instynt provides.
The Software Instynt provides may include the ability to automatically check for upgrades and updates to the Software and Service provided. You agree that Instynt may make such updates or upgrades available to you from time-to-time. Such updates or upgrades shall be subject to the terms and conditions of this Agreement unless the Software or Service Instynt provides is expressly provided to you under other, or additional terms and conditions, in which case, those other, or additional terms and conditions shall apply.
19. Use of the Software and Services
The service Instynt offers is provided only for your own personal use. You are responsible for all of your activity in connection with such services. You shall not (and shall not permit any third party to) (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services and Software that: (i) infringes any patent, trademark, trade secret, right in confidential information, copyright, right of publicity or other right of any other person or entity (and “Intellectual Property Right”), (ii) violates any law or contractual duty or that you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by Instynt in its sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) involves commercial activities and/or sales without Instynt’s prior written consent; (vi) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Instynt or any third party; (vii) or impersonates any person or entity, including any employee or representative of Instynt. Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Instynt in its sole discretion) an unreasonable or disproportionately large load on Instynt’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the services Instynt provides or any activities conducted on the services Instynt provides; (iii) bypass any measures Instynt may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (iv) run any form of auto-responder or “spam” on the services Instynt provides. You also agree that you will only use the software and services Instynt provides in accordance with this Agreement and all applicable laws.
20. Connectivity; Mobile
Normal carrier charges and taxes may apply to any Services or Software you access from the Instynt website or from mobile applications. Instynt is not responsible for any surcharges you incur from your cell phone or internet service provider as a result of the use of the Instynt website or mobile applications. With respect to mobile versions or applications, your carriers’ normal rates and fees, including text messaging and data fees may apply to your use of Instynt’s website, Services, or Software. In the event you change or deactivate your mobile telephone number, you are required to update your account information within 48 hours to ensure that your messages are not sent to the person who acquires your old number. Any damages Instynt may incur due to your failure to inform Instynt of such a change in phone number shall be covered by Instynt’s indemnification policy pursuant to Section 7 of these Terms.
21. User Agrees Not to Reverse Engineer
You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the Services or Software for any reason—or to attempt or assist another person to do so.
22. Your Content
You own the rights to anything you post (your User Content) to the Software and Services, including text and photographs. You do, however, grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use, modify, copy, distribute, publish, perform, sublicense, and create derivative works from all submissions you provide to us, in any media now known or hereafter devised.
Furthermore,by transmitting any message, communication, information or data including photos, location information, Instynt Space information, you grant Instynt and its affiliates a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any intellectual property content to collect, use, store, handle, reproduce, display, perform, and transmit such User Content for the purpose of providing the services Instynt provides. You represent and warrant, and can demonstrate to Instynt’s full satisfaction upon request that you (a) own or otherwise control all rights to all User Content, or that the User Content is in the public domain, (b) you have the permission to use the name and likeness of each identifiable individual person in such Content and to use such individual’s identifying or personal information as contemplated by this agreement, and (c) you are authorized to grant all of the aforementioned rights to the User Content to Instynt.
If you publicly display or otherwise upload to the Platform the name of your company or organization on your account or otherwise publicly display its trademarks or logos on your profile page, you allow us to use your company's or organization's name to identify you as an Instynt customer in our promotional materials. You may revoke this permission by hiding your company or organization name from public display and notifying us in writing to stop using your organization's name in our promotional materials. However, Instynt will have no obligation to remove or recall any prior use or distribution of the promotional materials.
23. Ideas and Suggestions
Instynt wishes to continually expand its services. Instynt welcomes any ideas, suggestions, or feedback, related to its software or services or for upgrades, updates, improvements, new features or functions thereto (“Ideas”). If you provide Instynt with any Ideas, whether orally, in writing, or in any other way, you grant Instynt a non-exclusive, transferable, worldwide, royalty-free, sub-licensable and non-revocable license to develop, make, have made, reproduce, have reproduced, import, modify, make derivative works of, sell, and offer to sell Ideas as part of Instynt’s technology, products or services. You shall not knowingly provide Instynt with any Ideas that is subject to third party intellectual property rights or that includes or reveals any confidential information of any person.
Similar to how you may give Instynt suggestions, it is also possible that Instynt may give you suggestions regarding use of the Service or Software. You agree and acknowledge that such suggestions made by Instynt are not requirements, but merely advice given by Instynt for use of the Service and Software. You agree that any loss you may incur due to suggestions made by Instynt are yours to bear.
You additionally acknowledge that any ideas or suggestions you may provide are not confidential for which you disclaim all rights (intellectual property rights and otherwise) in said ideas and suggestions.
24. General: The Service is Available “AS-IS”
YOUR ACCESS TO AND USE OF THE SERVICES AND SOFTWARE PROVIDED BY INSTYNT ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND SOFTWARE (INCLUDING THE CONTINUOUS RUNNING OF INSTYNT’S PLATFORM) INSTYNT PROVIDES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES AND SOFTWARE INSTYNT PROVIDES OR ANY CONTENT THEREON. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER, TABLET, OR CELLULAR PHONE SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE. MOREOVER, YOU AGREE THAT WE DO NOT HAVE RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY MATERIAL OR CONTENT AND OTHER COMMUNICATIONS MAINTAINED IN THE SERVICES OR SOFTWARE INSTYNT PROVIDES. WE MAKE NO WARRANTY THAT THE SERVICES OR SOFTWARE INSTYNT PROVIDES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SERVICES OR SOFTWARE INSTYNT PROVIDES OR OUR REPRESENTATIVES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
24.2. Instynt Spaces are “As-Is”
Instynt additionally makes no representations or warranties regarding Instynt Spaces and you agree to take Instynt Spaces “as is”. Any given Instynt Space may or may not be available at any given moment. Additionally, Instynt disclaims any warranties regarding amenities available in Instynt Spaces such as wifi. Instynt takes no responsibility additionally for any locking mechanism which may or may not function properly in any given Instynt Space.
25. Third Party Content and Services
The Services and/or Software Instynt provides may have links to other websites, services or resources on the Internet. When you access third party websites, services or resources, you do so at your own risk. They are not under Instynt’s control, and you acknowledge that Instynt is not responsible nor liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services, or resources. The inclusion of any such link does not imply endorsement by Instynt or any association with its operators. You further acknowledge and agree that Instynt shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such website or resource.
25.2. Downloading from App Stores
Some or all of Instynt’s products including the Platform may be available as a download from third party mobile application marketplaces (“App Stores”). Should you download from an App Store, you acknowledge and agree that:
- The App Store has no obligation to aid in your use of the Platform and any support services you may need;
- The App Store is not responsible for addressing any claims you may have against any User or Instynt;
- By accepting this Agreement, you are agreeing to any App Store Terms and Conditions and End User License Agreement, and will comply with all applicable terms in your downloading and use of the Platform.
Instynt uses a payment gateway to process payments made through the Platform (e.g. an Instynt Guest purchasing a license from an Instynt Host for use of an Instynt Space). For such payment processing, Instynt uses Braintree. You agree as a User to abide by the terms and conditions of Braintree as elucidated here: https://www.braintreepayments.com/legal.
25.4. Microsoft Maps
Instynt may allow use of a map in its Platform. This map is provided by Microsoft Maps. By using Instynt’s Platform, you therefore also agree to abide by the terms and conditions for Microsoft Maps as elucidated here: https://www.microsoft.com/en-us/maps/product/terms.
26. Resolving Disputes
26.1. Resolving a Dispute.
We want to address your concerns without needing a formal legal case. Before filing a claim against Instynt or a User in connection with a User’s use of the Platform, you agree to try to resolve the dispute informally by contacting dispute@Instynt.com. We'll try to resolve the dispute informally by contacting all relevant parties. If a dispute is not resolved within 60 days of submission, you or Instynt may bring a formal proceeding.
26.2. Disputes between Instynt Guests and Instynt Hosts
In the case of a dispute between an Instynt Guest and an Instynt Host regarding an Instynt Booking, Instynt will attempt to settle such claims informally. Both Instynt Guests and Instynt Hosts agree to cooperate with and assist Instynt in good faith, and to provide Instynt with such information and take such actions as may be reasonably requested by Instynt, in connection with any damage claims or other complaints or claims made by Users relating to an Instynt Booking. Instynt may contact both the relevant Instynt Guest and Instynt Host to assess and adjudicate the matter.
Instynt will use commercially reasonable efforts to address requests and claims related to security deposits, but Instynt is not responsible for administering or accepting any damage claims related to security deposits, and disclaims any and all liability in this regard.
EXCEPTION: If you feel the Instynt Host or Instynt Guest is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Instynt by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
26.3 Judicial forum for disputes.
You and Instynt agree that any judicial proceeding to resolve claims relating to these Terms or the Services or Software Instynt provides will be brought in the federal or state courts of Los Angeles County, California, subject to the mandatory arbitration provisions below. Both you and Instynt consent to venue and personal jurisdiction in such courts. You additionally agree that both Instynt and you are each waiving the right to a trial by jury as to all disputes.
IF YOU’RE A U.S. RESIDENT OR YOU CHOOSE TO BRING A CLAIM AGAINST INSTYNT IN THE UNITED STATES, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
You and Instynt agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
26.5. Opt-out of Agreement to Arbitrate.
You can decline this agreement to arbitrate by emailing back to us at firstname.lastname@example.org with the Subject Line, “Opt Out”, within 30 days of first accepting these Terms.
26.6. Arbitration Procedures.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Los Angeles County (CA), or any other location we agree to.
26.7. Exceptions to Agreement to Arbitrate.
Either you or Instynt may assert claims, if they qualify, in small claims court in Los Angeles (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the services or software Instynt provides, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California to resolve your claim.
26.8 NO CLASS ACTIONS.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
Notwithstanding the provisions of Section 31 (“Modifications”), if Instynt changes this Section 26 (“Resolving Disputes”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email at email@example.com) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Instynt’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Instynt in accordance with the provisions of the “Resolving Disputes” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
27. Business Accounts
You represent and warrant as well that you have the authority to grant to Instynt such a license.
28. Controlling Law
These Terms of Service will be governed by California law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.
29. Entire Agreement
30. Waiver, Severability & Assignment
Instynt's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the terms of service will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. No license sold by an Instynt Host and no license bought by an Instynt Guest may be transferred or assigned as well. Instynt may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services and Software.
We may revise these Terms of Service from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog, on our homepage, or on this page). By continuing to use or access the Services and Software after the revisions come into effect, you agree to be bound by the revised Terms of Service.
We do our best to keep Instynt safe, but we cannot guarantee it. We need your help to keep Instynt safe, which includes the following commitments by you:
- You will not post unauthorized commercial communications (such as spam) on Instynt.
- You will not collect users' content or information, or otherwise access Instynt, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
- You will not “mirror” or “frame” Instynt’s website and mobile applications.
You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Instynt.
You will not upload viruses or other malicious code.
You will not solicit login information or access an account belonging to someone else.
You will not bully, intimidate, or harass any user.
- You will not post content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
- You will not do anything that could disable, overburden, or impair the proper working or appearance of Instynt, such as a denial of service attack or interference with page rendering or other Instynt functionality.
You will not facilitate or encourage any violations of these Terms of Service and or our policies.
To further Instynt’s concern for safety, Instynt in its sole discretion, may affix a camera to an Instynt Space. Such cameras are not intended to capture audio recordings. Such cameras serve the sole purpose of monitoring activity for security purposes and maintaining evidence for dispute resolution (e.g. verification for claims regarding damages to Instynt Spaces). You hereby agree that as an Instynt Guest or an Instynt Host, you do not have a reasonable expectation of privacy inside an Instynt Space and you consent to the use of a camera for such purposes. Instynt makes no representation or warranty regarding the working condition of any camera Instynt may affix (i.e. the camera may not function properly or may not capture any or all activity within an Instynt Space). Instynt additionally makes no representation or warranty about any other camera or visual recording device affixed to an Instynt Space either by an Instynt Host or anyone else.
33. Termination of Service
We reserve the right to terminate your account at any time for any reason, including breach of any terms of this agreement. YOU ARE HOWEVER STILL LIABLE FOR ALL OUTSTANDING BILLS TO INSTYNT IN THE EVENT OF ACCOUNT CANCELLATION.
In the event of account cancellation you may lose all data related to your account.
When this Agreement has been terminated, you are not entitled to a restoration of your Instynt account or any of your User Content. If your access to or use of the Platform has been limited or your Instynt account has been suspended or this Agreement has been terminated by us, you may not register a new Instynt account or access and use the Platform through an Instynt account of another User.
33.2. Clause Survival
, on www.instynt.com.