Legal

Effective Starting: 1st September 2014

This Services Agreement (the "Agreement") is between you and Hinstant Pty Ltd (referred to as "Hinstant", "we", "us", or "our"). If you are agreeing to this Agreement not as an individual but on behalf of your company, then "Customer" or "you" means your company, and you are binding your company to this Agreement. Hinstant may periodically modify this Agreement from time to time.

The scope of this Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement. This Agreement includes our Privacy Policy, and any other referenced policies. This Agreement applies to customised Hinstant products that you purchase from Hinstant.

This Agreement does not have to be signed in order to be binding. You indicate your consent to the terms by clicking on "I accept" that is presented to you at the time of your order or using or accessing Hinstant products.

1. Definitions

Data means data, text, emails, files, names, artwork, graphics, video, audio, reports, policies, or other information or materials uploaded, sent or communicated by you to us;

Fee means any fees that are applicable to the Services, including but not limited to Subscription Fees, and/or Software Fees, and/or Commission Fees to be provided to you under this Agreement;

Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing;

Orders means Product ordering documentation, or purchase or renewal, or Product support and maintenance renewal or purchases you make to increase or upgrade your scope of use;

Personal Information means any information or opinion about a natural person (whether or not true), as defined in the Privacy Act, which either party deals with in connection with performing its obligations under the Agreement;

Privacy Act means the Privacy Act 1988 (Cth);

Privacy Law means the Privacy Act (including the National Privacy Principles under the Privacy Act), and any other privacy or general legislation which binds the parties and which relates to the protection of Personal Information;

Start Date means the date specified in the Order when Hinstant will start to provide the Services;

Service Levels where applicable means the service levels specified;

Services means the related services including but not limited to Software, Cloud Services or Optional Services to be provided to you under this Agreement;

Tax means value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes;

 

2. Hinstant Products.

This Agreement governs (a) Hinstant's commercially available downloadable software products ("Software"), (b) Hinstant's cloud-based solutions ("Cloud Services"), and (c) any related support or maintenance services provided by Hinstant. Software and Cloud Services together are referred to as "Products".


3. Account Registration.

You may need to register for a Hinstant account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.

4. Hinstant Orders.

Product ordering or purchase ("Order") will specify your authorised scope of use for the Products, which may include: (a) number of rooms at your property, (b) features or modules, (c) numbers of licenses, or copies (for Software), or (d) other restrictions or billable units. The term "Order" also includes any applicable Product or Support and Maintenance renewal, or purchases you make to increase or upgrade your scope of use.

5. Authorised Users.

Only the specific individuals for whom you designate through the applicable Product ("Authorised Users") may access and use. Authorised Users may be your employees, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You are responsible for compliance with this Agreement by all Authorised Users. All use of Products by you and your Authorised Users must be within the scope of use and solely for the benefit of you or your Subsidiaries. "Subsidiaries" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party,

6. Allowed Rooms.

Only the specified rooms per Agreement are permitted per Agreement for which the applicable Product ("Allowed Rooms") may access and use. You are responsible for compliance with this Agreement by Allowed Rooms. All use of Products by you and your Authorised Users must be within the scope of use and solely for the benefit of you or your Subsidiaries.

7. Optional Services.

Only the specified optional services are permitted per Agreement for which the applicable Product ("Optional Services") may access and use. You are responsible for compliance with this Agreement by Optional Services. All use of Products by you and your Authorised Users must be within the scope of use and solely for the benefit of you or your Subsidiaries.

8. Software Terms

8.1 Your License Rights. Subject to the terms and conditions of this Agreement, Hinstant grants you a non-exclusive, non-sublicensable and non-transferable license to install and use the Software during the applicable License Term in accordance with this Agreement, and your applicable Scope of use. The term of each Software license ("License Term") will be specified in your Order. Your License Term will end upon any termination of this Agreement, even if it is identified as "perpetual" or if no expiration date is specified in your Order.

8.2 License Instances. Unless otherwise specified in your Order, for each Software license that you purchase, you may install one instance of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement).

8.3 Attribution. In any use of the Software, you must include the following attribution to Hinstant on all interfaces in the following format: "Powered by Hinstant," which must in every case include a hyperlink to http://www.hinstant.com and which must be in the same format as delivered in the Software.

9. Cloud Services Terms

9.1 Access to Cloud Services. Subject to the terms and conditions of this Agreement, Hinstant grants you a non-exclusive right to access and use the Cloud Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of use and the Documentation. The mobile application software for any Cloud Service, you may use such software solely with the Cloud Service, subject to the terms and conditions of this Agreement. You acknowledge that our Cloud Services are online, subscription-based products and that we may make changes to the Cloud Services from time to time.

9.2 Subscription Terms. Cloud Services are provided on a subscription basis for a set term specified in your Order ("Subscription Term"). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be invoiced at the current subscription fee) unless you cancel your subscription. If you cancel, your subscription will terminate at the end of then current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to termination.

9.3 Your Data. "Your Data" means any data, content, images or other materials of any type that you upload, submit or otherwise transmit to or through Cloud Services. You will retain all right, title and interest in and to Your Data in the form provided to Hinstant. Subject to the terms of this Agreement, you hereby grant to Hinstant a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Cloud Services to you and (b) for Cloud Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you direct or enable through the Cloud Service. Hinstant may also access your account or instance in order to respond to your support requests.

9.4 Security. Hinstant implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Cloud Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

9.5 Responsibility for Your Data. You must ensure that your use of Cloud Services and all Your Data is at all times compliant with our Acceptable Use Policy and all applicable local, state, federal and international laws and regulations ("Laws"). You represent and warrant that: (a) you have obtained all necessary rights, releases and permissions to provide all Your Data to Hinstant and to grant the rights granted to Hinstant in this Agreement and (b) Your Data and its transfer to and use by Hinstant as authorised by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 8.4 (Security), Hinstant assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it. Whilst Hinstant will undertake all reasonable security measures, you acknowledge that you bear sole responsibility for adequate security, protection and back up of your data in the Cloud Services. We do not guarantee or warrant that any data you may store or access through the Services will not be subject to inadvertent damage, corruption or loss. You will, at your own expense, provide all necessary Your Data that we require to provide the Services. Further you warrant that all Your Data complies with all Laws including all occupational health and safety regulations and laws and does not breach any third party's Intellectual Property Rights.

9.6 Indemnity for Your Data. You will defend, indemnify and hold harmless Hinstant from and against any loss, cost, liability or damage, including attorneys' fees, for which Hinstant becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Cloud Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (c) all reasonable necessary cooperation of Hinstant at your expense.

9.7 Delete and Suspension. Hinstant has no obligation to monitor any content uploaded to the Cloud Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement, we may (1) delete Your Data from the Cloud Services or (2) suspend your access to the Cloud Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions risk the operation of the Cloud Service, we may suspend your access immediately without notice. You will continue to be charged for the Cloud Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access.

10. Support and Maintenance.

Hinstant will provide support and maintenance for the Products described during the period for which you have paid the applicable fee. The product support is subject to the terms of the Hinstant product support terms and will be provided at the support level and during the support term specified in your Order. The Hinstant support terms may be modified by Hinstant from time to time to reflect process improvements or changing practices. Support for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. "New Releases" are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available.

11. Technical and Training Services.

We will provide technical and training services purchased in an Order in accordance with the descriptions and conditions for those services set forth in the Order and the accompanying service descriptions. Hinstant shall retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any training services we provide. Any training materials provided to you may be used only in connection with the Products subject to the same use restrictions for the Products. If applicable, you will reimburse Hinstant for reasonable travel and lodging expenses as incurred.

12. Payment Terms

12.1 Payment. You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars or in equivalent local currency at the time. All amounts are non-refundable, non-cancellable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current Subscription Term or License Term or Optional Services or any Product upgrades or feature enhancements. If you increase Allowed Rooms during your Subscription Term or License Term, we will invoice you for the increased number of Allowed Rooms or Optional Services in accordance with the current subscription fees in your next billing cycle. You agree that we may bill your credit card or invoice you for renewals, additional rooms, and unpaid fees, as applicable. Hinstant will invoice you on a quarterly basis for all recurring and as required for one-time fees, including but not limited to late payment fees, invoice processing fees and returned check fees. Unless otherwise specified in the Order, payment of any fees and expenses will need to be paid within fourteen (14) calendar days from the date of the invoice.

12.2 Taxes. Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Hinstant, you must pay to Hinstant the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Hinstant any such exemption information, and Hinstant will use reasonable efforts to provide such documentation as may enable you to obtain a refund or credit for the amount from relevant revenue authority.

12.3 Delivery. We will deliver the applicable login instructions (in the case of Cloud Services) or license keys (in the case of Software) to the email addresses specified in your Order when we have received payment of the applicable fees. All product deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of Software, and you acknowledge that Hinstant has no further delivery obligation with respect to the Software after delivery of the license keys.

12.4 Return. As part of our commitment to customer satisfaction, it is our business practice to allow customers to return a Product within 30 days of payment for any reason or no reason and to receive a refund of the amount paid for the returned Product. In the context of Software, a return means that we will disable the license key that allowed the Software to operate. In the context of Cloud Services, a return means that we will disable access to the Cloud Service. We will not accept returns after the 30-day return period.

12.5 Discontinue. In the event that you fail to make timely payment in accordance with this Agreement for any reason by the fourteenth (14th) calendar day of the month for which the payment is due, we may discontinue a Product effective immediately. After fourteen (14) days of non-payment from the date payment is due, Hinstant shall have the right to immediately terminate this Agreement. In the context of Software, a discontinue means that we will disable the license key that allowed the Software to operate. In the context of Cloud Services, a cease means that we will disable access to the Cloud Services.

12.6 Late Payment. In the event that we do not receive payment by the fourteenth (14th) calendar day of the month for which the payment is due, Hinstant shall have the right to assess a late payment fee, equal to the greater of the amount of (a) interest calculated at the lesser of 10% or (b) maximum rate permitted by law, or (c) US $20.00 (twenty dollars).
12.7 Fee Modification. We may increase the Software License, Subscription or Commission Fees on an annual basis. During the Term, we may increase the Fees on written notice to you following any increase in the costs of providing the Services as result of any change or increase in costs passed on to us by any third party service providers.

13. Trial Products

We may offer certain Products to you at no charge for a limited time, including free accounts, free trials, and free access. Your use of Trial Product is subject to additional terms that we specify and is only permitted for the period defined by us. You may not use Trial Products for competitive analysis or similar purposes. We may terminate your right to use Trial Products at any time and for any reason in our sole discretion, without liability to you.

14. Restrictions

Except as otherwise expressly permitted in this Agreement, you will not: (i) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (ii) use the Products for the benefit of any third party, (iii) incorporate any Products into a product or service you provide to a third party, (iv) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.

15. Intellectual Property Rights

Products are made available on a limited license or access basis, and no ownership is conveyed to you, irrespective of the use of terms such as "purchase" or "sale". Hinstant retains all right, title and interest, including all intellectual property rights, in and to the Products (including all Trial Products), their "look and feel", any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Hinstant.

16. Availability of Services

16.1 Service Levels Whilst we will make reasonable endeavors to meet any applicable Service Levels we will not be required to meet a Service Level if: (a) a Force Majeure event has occurred in accordance with clause 19; (b) you or a third party contributed to the failure to provide a Service or to meet a Service Level; or (c) elements of the affected Services provided are dependent on infrastructure or facilities outside the direct control of Hinstant.

16.2 Service Disruption: In the event that you consider that there is a problem with the Services and you are complying with your obligations to us under this Agreement, you may contact us via our help facilities relevant to your Services to receive assistance from our technical engineers and administrators to assist you to resolve the problem. Where applicable we may direct you to our third party service providers to resolve the problem.

16.3 Service Performance: You acknowledge that if the performance of any or all of the Services are delayed as a result of the following: (a) if we are required to perform the Services in circumstances other than those expressly or reasonably anticipated in this Agreement; (b) if there is a change in the time or complexity of the provision of the Services outside the terms agreed; or (c) as a result of any act or omission by you, your agents, contractors or suppliers, then the dates for commencing and completing the Services or any part of them as set out in the Order or otherwise agreed in writing, will be modified accordingly, including any Fee changes required.

16.4 Service Maintenance: We and/or our third party service providers may perform scheduled or unscheduled maintenance on the Cloud Service and other equipment from time to time. Where possible to do so we will notify you in advance of any such maintenance and will use reasonable endeavours to minimise any disruption to the Services as a result. Notwithstanding this, we do not warrant continuing availability of the Services and will not be liable for any interruption to the Services.

17. Confidential Information:

Each party agrees that all code, inventions, processes, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party, provided that it is identified as confidential at the time of disclosure. Any Hinstant Technology and any performance information relating to the Products shall be deemed Confidential Information of Hinstant without any marking or further designation. Except as expressly authorised herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). Notwithstanding any provision of this Agreement, we may during and after the Term of this Agreement communicate in any media (including press releases, general announcements, annual reports and print and online marketing materials), the following information: (i) your name; and (ii) a description of the Products provided to you under this Agreement.

18. Term and Termination

This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the "Term"), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within 30 days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to Hinstant, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Cloud Services subscriptions, or Support and Maintenance. Once the Agreement terminates, you (and your Authorised Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Hinstant Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request.

19. Warranty Disclaimer

All products are provided "as is," and Hinstant and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law. Hinstant shall not be liable for delays, interruptions, service failures and other problems inherent in use of the Internet and electronic communications or other systems outside the reasonable control of Hinstant. To the maximum extent permitted by law, neither Hinstant nor any of its third party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any products or any content therein or generated therewith, or that: (i) the use of any products will be secure, timely, uninterrupted or error-free; (ii) the products will operate in combination with any other hardware, software, system, or data; (iii) the products (or any products, services, information, or other material purchased or obtained by you through the products) will meet your requirements or expectations); (iv) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted; (v) errors or defects will be corrected; or (vi) the products (or any server(s) that make a hosted service available) are free of viruses or other harmful components.

20. Limitations of Liability

Neither party (nor its suppliers) shall be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. Neither party's aggregate liability to the other shall exceed the amount actually paid by you to us for products and support and maintenance in the 12 months immediately preceding the claim. Notwithstanding anything else in this agreement, our aggregate liability to you in respect of no-charge products shall be US $10. This section (Limitation of Liability) shall not apply to (i) amounts owed by you under any orders, (ii) either party's express indemnification obligations in this agreement, or (iii) your breach of section 13 (Restrictions).

To the maximum extent permitted by law, no suppliers of any third party components included in the products will be liable to you for any damages whatsoever. The parties agree that the limitations specified in this Section (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

21. Indemnification

You indemnify us from any damage, loss, liability, cost, charge, expense, outgoing or payment of any kind suffered or incurred by us arising out of or in respect of any: (i) illness, injury or death of any of the person, and any damage to any tangible or real property caused or contributed to by you, arising out of or in connection with this Agreement; (ii) breach of this Agreement; (iv) act or omission of any third party under your control; (v) act or omission of you, your officers, employees and agents, including but not limited to: (a) breach of any third party's Intellectual Property Rights; (b) breach of any Law concerning the transmission of data across any telecommunications links; (c) breach of any Privacy Law or the Privacy Policy; or (d) breach of your obligations in respect of Confidential Information under this Agreement.

22. Force Majeure

Neither party will be liable to the other party for any delays or errors in its performance, or for non-performance, due to any circumstances beyond its reasonable control including (without limitation) natural events, fire, lightning, earthquake, flood, storm, explosion, industrial dispute or acts of terrorism.

23. Severability

If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest remains in force.

24. Governing Law

Your Agreement with us will be governed by the laws of Victoria, Australia and each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

25. Entire Agreement

This Agreement constitutes the entire agreement between you and us.

26. Surviving Provisions

The provisions of this Agreement which are intended or capable of having effect after the expiration or termination of your agreement with us (including provisions relating to warranties, indemnities, liability, license, subscription, Intellectual Property Rights and those with respect to payments that are accrued but unpaid at the time of termination) will remain in full force and effect following any suspension, expiration or termination of the Products.

 

Effective Starting: 1st September 2014

Hinstant Pty Ltd. (referred to as "Hinstant", "we", "us", or "our") provides an online platform that connects accommodation providers with Members and Guests (the “Subscribers”). Services are accessible at www.hinstant.com and any other websites through which Hinstant makes the Services available (the “Website”) and as an application for mobile devices (the “App”), collectively referred to as the “Services”. By using the Site and App, you agree to comply with and be legally bound by Hinstant User Agreement (the “Agreement”), whether or not you become a registered user of the Services. This Agreement governs your access to and use of the Site, App and Services and constitute a binding legal agreement between you and Hinstant. Hinstant may periodically modify this Agreement from time to time. This Agreement includes our Privacy Policy, and any other referenced policies. This Agreement applies to customised Hinstant products that you purchase from Hinstant.

1. Definitions

Cloud means the virtual infrastructure made available by our third party service providers or us to provide the Services;

Collective Content means Member Content and Hinstant Content;

Content means data, text, emails, files, names, artwork, graphics, video, audio, reports, policies, or other information uploaded, sent or communicated by you to us;

Fee means any fees that are applicable to the Services, Goods, and Products;

Guest means a Member who requests a booking of an accommodation via the Website, App or Services, or a Member who stays at an accommodation and is not the Host for such accommodation;

Hinstant Content means all Content that Hinstant makes available through the Website, Application, or Services, including any Content licensed from a third party, but excluding Member Content;

Hotel means an accommodation provider who subscribes and creates a Listing via the Website, App and Services;

Listing means an Accommodation that is listed via the Website, App, and Services;

Member means a person who completes Hinstant account registration process, including, but not limited Guests, as described under "Account Registration" below;

Member Content means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Website, App or Services;

Personal Information means any information or opinion about a natural person (whether or not true), as defined in the Privacy Act, which either party deals with in connection with performing its obligations under the Customer Services Agreement;

Privacy Law means any privacy or general legislation which binds the parties and which relates to the protection of Personal Information;

Privacy Policy means the privacy policy posted by us on our Website;

Sign In means the signing in process related to Hinstant Website, or App;

Sign Up means the registration related to creating a Website or App account;

Tax means value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes;

2. Modification to User Agreement.

We reserve the right to modify or terminate the Hinstant Website, App and Services for any reason, and without notice. We also reserve the right to this Agreement from time to time without notice. You are required to review this Agreement regularly, so that you will be made aware of any changes. Your continued use of the Hinstant Services after any such changes constitutes your acceptance of such changes. If you do not accept the Website, App and Services terms or any subsequent changes to the Website, App and Services Agreement terms then you must not use or continue to use the Hinstant Website, App, Services and Content.

3. Eligibility and Account.

In order to use the Hinstant Website, App and Services you must complete the account registration (as defined below). Hinstant is a free service for the Members and Guests to use and access Website, App and Services. Hinstant service is void where prohibited by law, or by us at our sole discretion. Users of Hinstant must be 18 years of age or older. As part of the account registration process, you will be asked to select a username and password. You will be responsible for all activities occurring under your username and for keeping your password secure. We may refuse to grant you a username or revoke a registration if a username impersonates someone else, is, or may be, protected by trade mark or other intellectual property rights law, is vulgar, offensive or inappropriate, as determined by us in our sole discretion. In order to access Website, App and Services you must register to create an account (“Hinstant Account”) and become a Member. You may register to join the Services directly via the Website or App. We may automatically create you a Hinstant Account by obtaining your booking and personal information from your accommodation provider.

4. Appropriate Conduct and Use.

You must not use the Hinstant Website, App, Services and Content for any illegal or unauthorised purpose, as determined by us in our sole discretion. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Hinstant Website, App, Services and Content will violate or infringe upon the rights of any third party, including copyright, trade mark, privacy, publicity, or other personal or proprietary rights, or contain libellous, defamatory or otherwise unlawful material or material that is or may be damaging to another party. You are solely responsible for your conduct and any data, text, information, photos, links and other Content that you submit, post, and display on the Hinstant Website, App, Services and Content. You may not post, transmit to or share with other users any Materials that you did not create or that you do not have permission to post. We do not pre-screen or approve Hinstant Member profiles or other Content, which might be submitted, posted or displayed. We are not responsible for the content of any Material posted on Hinstant. You may be liable to a third party as a result of any Content posted on Hinstant Website, App and Services. You should be careful before providing any personal information to another user of Hinstant or posting such information online. In the event we are advised of Inappropriate Material (as defined below) posted on Hinstant we retain the right to, but shall have no obligation to, remove Materials that we determine in our sole discretion are unlawful, offensive, objectionable or otherwise unauthorised, as determined by us in our sole discretion, or which infringes or violates any party's intellectual property or other proprietary rights or these Website, App and Services Agreement (“Inappropriate Content”), as determined by us in our sole discretion. Other examples of illegal or unauthorised uses include: (a) impersonating an individual or entity; (b) soliciting personal information from any person; (c) advertising, promoting or soliciting any goods, services or commercial activities; (d) threatening, harming, abusing or otherwise offending any person or entity; (e) posting explicit or otherwise socially unacceptable Material; (f) modifying, adapting, translating, or reverse engineering any portion of the Hinstant Website, App, and Services; (g) using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the Hinstant Website, App, and Services; (h) collecting any information about other Hinstant members (including usernames and/or email addresses) for unauthorised purposes; (i) reformatting or framing any portion of the web pages or website images that are part of the Hinstant Website, App, and Services; (j) creating user accounts by automated means or under false or fraudulent pretences; creating or transmitting unwanted electronic communications such as "spam," or chain letters to other Hinstant members or otherwise interfering with other member's enjoyment of the Hinstant Website, App, and Services; (h) submitting Materials of any third party without such third party's prior written consent; or directing any user (for example, by linking) to any Materials of any third party without such third party's prior written consent; (k) submitting Materials that falsely express or imply that such Materials are sponsored or endorsed by Hinstant; (submitting Materials that infringe, misappropriate or violate the intellectual property, publicity, privacy or other proprietary rights of any party or that are unlawful or promote or encourage illegal activity; (l) transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature; (m) submitting false or misleading information; or (n) breaching any laws or regulations. Hinstant prohibits such conduct and content on its site and may restrict or terminate your membership of Hinstant if you are found to have undertaken such conduct or posted Inappropriate Material. However, you understand and agree that you may be exposed to such conduct and content and that you use the Hinstant Website, App, and Services at your own risk.

5. Ownership and Proprietary Rights.

By submitting, posting or displaying any Collective Content on or through the Hinstant Website, App, and Services, you automatically grant to us a worldwide, non-exclusive, royalty-free, right to publicly display or re-display such Collective Content in other formats not simply limited to Website, App and Services. Except as expressly authorised by Hinstant, you may not copy, modify, publish, transmit, distribute, perform, display or sell any of Hinstant 's proprietary information which includes all postings, photos and other Collective Content on the Website, App and Services. The Website, App, Services, and Content are protected by copyright, trademark, and other laws of the Australia and foreign countries. You acknowledge and agree that the Website, App, Services and Content, including all associated intellectual property rights is the exclusive property of Hinstant and its licensors. You will not remove, alter or obscure any copyright, trademark or other proprietary rights notices incorporated in or accompanying the Website, App, Services, or Content.

6. Privacy Policy and Use of Personal Information.

We care about the privacy of people who use Hinstant. The Hinstant Privacy Policy governs our collection and use of personal information. Hinstant may access, preserve, and disclose your personal information and the contents of your account if required to do so by law or in a good faith believe that such access, preservation or disclosure is reasonably necessary to comply with legal process or protect the rights and property of Hinstant, its affiliates or the public. In agreeing to the Website, App, and Services Agreement terms you expressly authorise Hinstant, at our sole discretion and subject to any law, to sell, assign, licence or otherwise transfer your personal information and any other information, which you have provided to Hinstant as part of your membership and use of the Website, App, Services and Collective Content.

7. Disclaimer of Warranties.

To the maximum extent permitted by law, Hinstant disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of Website, App, Services and Content. To the maximum extent permitted by law, Hinstant disclaims any and all responsibility and liability for the conduct of any Hinstant member. You acknowledge and represent that Hinstant has no control over users of the website, and is under no circumstances liable for the behaviour, opinions or conduct of such users, including to the provision or posting of any Content, information, materials or advice, on this website or provided directly to users, by any means, or for any statements which are or may be, defamatory or otherwise offensive. To the maximum extent permitted by law, Hinstant, and their respective suppliers make no representations about the suitability of the Content, Information, Software, Products, and Services contained on this Website or/and App for any purpose, and the inclusion or offering of any products or services on this website does not constitute any endorsement or recommendation of such products or services by Hinstant or the affiliates. All such information, software, products, and services are provided "as is" without warranty of any kind.

To the maximum extent permitted by law, Hinstant, and their respective suppliers disclaim all warranties and conditions that this website, its servers or any email sent from Hinstant, and/or their respective suppliers are free of viruses or other harmful components. To the maximum extent permitted by law, Hinstant, and their respective suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, and services, including all implied warranties and conditions of merchantability, suitability for a particular purpose, title, and non-infringement. The Content, Information, Software, Products, and Services published on this Website and App may include inaccuracies or errors, including pricing errors. In particular and to the maximum extent permitted by law, Hinstant does not guarantee the accuracy of, and disclaim liability for any errors or other inaccuracies relating to, the information and description of the hotel, car and other travel products displayed on this Website (including, without limitation, photographs, list of hotel amenities, general product descriptions, etc.), much of which information is provided by the respective suppliers. In addition, we expressly reserve the right to correct any pricing errors on our website and/or apps on pending transactions made under an incorrect price. The hotels and other suppliers providing travel or other Services through this Website and App are independent parties and not agents or employees of Hinstant. Hinstant, to the extent permitted by law, are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any such suppliers or for any personal injuries, death, property damage, or other damages or expenses resulting there from. Hinstant, to the extent permitted by law, have no liability and will make no refund in the event of any delay, cancellation, overbooking, force majeure or other causes beyond their direct control, and they have no responsibility for any additional expenses, omissions, delays, or acts of any government or authority.

8. Limitation of Liability.

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Website, App, Services and Collective Content or booking of any accommodations via the Website, App, Services, and any contact you have with other users of Hinstant whether in person or online remains with you. Neither Hinstant nor any other party involved in creating, producing, or delivering the Website, App, Services and Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost of profits, loss of data or loss of goodwill, service interruption or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms, from the use of or inability to use the Website, App, Services and Collective Content from any communications, interactions or meetings with other users of the Website, App, Services or interact as a result of your use of the Website, App, Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Hinstant 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. Except for our obligations, in no event will Hinstant’s aggregate liability arising out of or in connection with Agreement terms and your use of the Website, App and Services including, but not limited to booking of any accommodation or tour via the Web, App and Services, or from the use of or inability to use the Website, App, Services, or

Collective Content or in connection with any accommodation, tour or interactions with any other members exceed the amounts you have paid as a customer in the twelve (12) month period prior to the event giving rise to the liability. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Hinstant and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you

9. Indemnification.

You indemnify Hinstant from and against any third party claim arising from or in any way related to your use of the Hinstant Website, App, Services and Content including any liability or expense arising from all claims, losses, damages (actual and consequential), legal proceedings, judgments, litigation costs and lawyers' fees, of every kind and nature.

You indemnify us from any damage, loss, liability, cost, charge, expense, outgoing or payment of any kind suffered or incurred by us arising out of or in respect of any: (a) illness, injury or death of any of the person, and any damage to any tangible or real property caused or contributed to by you, arising out of or in connection with this Agreement; (b) breach of this Agreement; (c) act or omission of any third party under your control; (d) act or omission of you, your officers, employees and agents, including but not limited to: (i) breach of any third party’s Intellectual Property Rights; (ii) breach of any Law concerning the transmission of data across any telecommunications links;(iii) breach of any Privacy Law or the Privacy Policy; or (iv) breach of your obligations in respect of Confidential Information under this Agreement.

10. External Links.

This Website or App may contain hyperlinks to other sites or/and application operated by parties other than Hinstant. Such hyperlinks are provided for your reference only. We do not control such sites or applications and are not responsible for their content or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from this Website, App or other sites) is free of such items as viruses, worms, defects and other items of a destructive nature. The inclusions of hyperlinks to such sites or/and applications do not imply any endorsement of the material on such sites or any association with their operators. Accessing an external site via Hinstant does not expressly or impliedly constitute any guarantee, undertaking or warranty on the part of Hinstant as to the accuracy, completeness, copyright status, security or currency of information contained on that site. You acknowledge and represent that you accept that you will not hold Hinstant liable for any loss, costs damages or other expenses incurred as a result of such access and the use of any information contained on a site accessed via Hinstant. .

11. Termination of Membership.

We may terminate your Hinstant membership immediately at any time, for any reason, or for no reason and entirely at our sole discretion. We may also terminate or restrict your Hinstant membership if your conduct and the content you post on the site are in breach of the requirements set out in the Website and App Agreement terms. If you fail to pay any membership fees associated with your membership your membership and ability to use the Hinstant Services may be terminated or restricted at our sole discretion. If your membership is terminated, you will have no right to use the Hinstant Services. However, our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any termination of your membership.

12. Miscellaneous.

These Website or App Agreement terms will be governed by, and construed in accordance with, the laws of Victoria, Australia. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in Victoria, Australia. If for any reason a court of competent jurisdiction finds any provision or portion of the Agreement to be unenforceable, the remainder of the Agreement will continue in full force and effect. You must not assign this Agreement or assign any rights or delegate any obligations under these Website or App Agreement terms, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect. Without limiting the foregoing, under no circumstances may you hold Hinstant liable for any delay or failure in performance of the Hinstant Services. This Agreement constitutes the entire agreement between you and Hinstant and you expressly represent that you do not rely on any prior or contemporaneous understanding, representation or agreement.

13. Copyright Information.

All information, content, text, material, graphics, images, software and advertisements on this web site are copyright to Hinstant unless indicated otherwise. The materials are protected by Australian and international copyright and trade mark laws. You must not modify, copy, reproduce, republish, frame, upload to a third party, post, transmit, distribute, reverse engineer or otherwise deal with in any way, the material on this website except as may be expressly provided for on this Website or App. Your copyright ownership is limited to the content you upload, which may include audio or visual or other copyright material. The copyright of any posted materials remains with the owner of the posted Content or Materials. Ownership of copyright does not change hands. You may, subject to specific restrictions set out in these Website or App Terms of Service and Use, download material from the site solely for your personal, non-commercial use. In doing so you must not change or delete any proprietary notices from any material downloaded from the site.

14. Offers, Promotions and Experiences.

The offers or promotions or tour vouchers may be displayed on this Website or App. Furthermore, from time to time we may directly sent you special offers and promotions. Such special deals, promotions and vouchers are available for a limited time only. You must check with us as to whether a special displayed on this Website or App is still available. Additional conditions may apply to special offers, promotions or experiences or the use of vouchers. You must check with the Third Party Provider to determine whether any particular terms and conditions apply. We may send you administrative and promotional emails or messages. We may send you information regarding your account activity and purchases, as well as updates about other promotional offers after you opt-in to the application or acknowledge that you may be in receipt of such emails by submitting your email address. If you do not wish to receive any promotional communication, you can send ‘Unsubscribe’ request to opt out of further emails. Within the App you can go to Settings and unclick the Push notification button. You can also opt-out of our promotional e-mails at any time by clicking the ‘Unsubscribe’ link at the bottom of any of such e-mail correspondence. When you go through the procedure for purchasing a voucher, after you have confirmed your acceptance to these terms and conditions and after we have taken payment (by Debit Card or Credit Card or PayPal) the transaction will be complete only when we email a tax receipt confirming the transaction. Our payments are processed via an overseas gateway and from time to time, your financial institution or payment provider may charge you an additional fee for transacting with us because of this. Once you purchase a voucher, you may cancel your purchase at any time within 24 hours (“cooling off period”). In each case, your cancellation request will only be accepted and processed prior to your redemption of a voucher.  We also take no responsibility for misdirected cancellation requests, or cancellation requests which are not received within 24 hours of you purchasing a voucher. The cooling off period does not apply to those offers that explicitly state that "No refunds for change of mind". By making a purchase, you acknowledge that the purchase is made subject to this Agreement. If you cancel your purchase within the cooling off period, we will refund in the same currency that they were received. Once you have made a purchase, the voucher is redeemable by you from the third party provider stated on the voucher, together with the period of validity of the voucher. The voucher must be redeemed within the period of validity stated on the voucher and you will not be entitled to any refund or credit for unused vouchers which have expired. Any attempt by you to redeem a voucher contrary to the terms of this Agreement may render a voucher void at our or at third party provider discretion.

15. Refund.

In certain circumstances you will be entitled to a refund: (a) if a third party provider goes into liquidation or stopped trading during the validity period of a voucher and cannot provide the good or service advertised, then a refund will be provided; (b) if a third party provider fails to provide the good or service during the validity period of a voucher, we will investigate why third party provider was unable to provide the good/service, and in most instances we will try to ensure that the good/service is provided, however if a sufficient alternative cannot be found then a refund will be provided; (c) the good or service provided by third party provider is not as advertised and if we find that there has been a significant departure from the good or service advertised in the offer, then we will provide a refund; or (d) we issue you a voucher, which is incorrect or we mistakenly advertised for an incorrect price, and if this happens, we also reserve the right to cancel your voucher, even if the Deal has been activated and your credit card has been charged. We also reserve the right to refund vouchers and readvertise the voucher at the correct price. We may change this Policy at any time at our absolute discretion by posting the revised policy on this Website. It is your responsibility to review the terms of this Agreement regularly. Your continued receipt of our daily emails will constitute acceptance and acknowledgment of the terms of this Agreement.

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