A QUICK INTRODUCTORY NOTE

These Terms are a legal agreement between you (i) as a Client (as defined below), or (ii) as a user only navigating through our Website (“you”, “your”, or the “User”) and Venues and Services Management S.R.L., a company incorporated under Romanian law, having its headquarters at 43 Primăverii street, room 1, Bușteni city, Prahova county, registered with the Trade Registry under no. J29/879/2020, tax identification number 42600752 ("Instant Space", “we”, "us").

By using the Website, you confirm that you understand and agree to all of these Terms.

We reserve the right to change the Terms at any time and in our sole discretion. If we make changes to these Terms, we will make the updated version of the Terms available on the Website and update the “Last Updated” date found at the top of these Terms, as well as inform you accordingly. In such a case, in order to continue to use the Website, you need to agree to the newly amended Terms based on the instructions included in the notice we send you in this context.

GENERAL ASPECTS ABOUT THESE TERMS

These terms and conditions of use (the “Terms”) set forth the terms and conditions that govern (i) access to and use of the Website available at the URL http://instant.space (as defined below) and (ii) the access to, and use of the content of the Website including of the services provided by Instant Space both for users looking to book a venue (“End Users”), and for Venue Operators as defined below (the “Services”).

If you use the Website as a Venue Operator, these Terms should be read in conjunction with any other document signed between you and Instant Space.

Please carefully read these Terms as they contain important information concerning your rights and obligations as a user of the Website and/or the Services. These Terms include various limitations and exclusions, defining Instant Space’s liability in certain cases, determining the jurisdiction and authorities on matters of conflict resolution, as well as the applicable legislation related to the provision of Services.

Before you use the Website, you will need to agree to these Terms as they are presented to you, as we can make the Website available to you only under this condition. Otherwise, Instant Space is not liable for any effects your use of the Website may have (including any exclusions thereof that may already exist in these Terms), of which you would have been made aware of when agreeing to these Terms.

In case you use the Website on behalf of a company, Instant Space deems that you have the legal authority to accept these Terms on behalf of the respective company (especially but not limited to when we are unable to attest your quality as a company representative in any way). In such a case, when using “you” in these Terms, we will refer to the respective company.

1.              THE SITE

1.1.          The Website enables End-Users to search for and book events organisation spaces (each of them an “Events Space”) which are made by available by people and/or entities that are able to provide these spaces (each of them a “Venue Operator), as well as additional services related to the Events Space that the Venue Operator or other entities may offer.

1.2.          Unless otherwise specified, all the content hosted on the Website in connection to an Events Space belongs exclusively to the Venue Operator, Instant Space only enjoying certain use rights granted by the former. If you deem any such content to be unsatisfactory, misleading, false or damaging, please reach out directly to the Venue Operator indicated in the Events Space description in order to state and clarify your concerns, as well as, if the case, request the payment of any damages that you may incur as a result.

2.              ACCESSING THE WEBSITE, CREATING AND SETTING UP THE USER ACCOUNT

2.1.          The Website is readily available to be accessed using any of the browsers in use, either in a web or mobile version.

2.2.          The Website may be used in two separate ways:

2.2.1.     without creating and being connected with a User Account (as defined below), generally dedicated to End-Users. In this case, you are able to take at least the following actions in the Website: search for an Events Space using available filtering capabilities;

2.2.2.     using a connected User Account, which is currently available for Venue Operators.

2.3.          Creating the User Account

2.3.1.     To access other functionalities than the ones listed in point 2.2.1. above, you have to create a user account on our Website (the “User Account”). Currently, you will need to create a User Account if you want to use the Website and its Services as a Venue Operator.

2.3.2.     When you first create your User Account, you will need to provide us with several details about you, for instance: your full real name; a username and a password of your own choice; an e-mail address which we will use to communicate with you in connection to your activity on the Website; and the name of the company you represent (if the case). You are the only one able to provide accurate, current and complete User Account information about yourself, as we do not engage in verifying if the information you provide fulfils these criteria.

2.3.3.     After creation and confirmation of your User Account (via an e-mail received from us with details about how to perform such confirmation), you will be able to access the Website using your chosen username and password.

2.3.4.     Since, unless specified in these Terms, it is not possible to access the Services in any other way, you are exclusively responsible for keeping your User Account login details secure. Instant Space cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. If you forget your password, you can ask us to reset it and allow you to set-up a new password, by accessing the Forgot Password? Functionality.

2.3.5.     You acknowledge and agree that you are responsible for all activities occurring in your User Account and accepting all risks of any authorized or unauthorized access to your User Account.

2.4.          Setting up your Events Space(s)

2.4.1.     After logging in your User Account, you can start listing your Events Space(s) in the Website, by configuring them using the Website’s proprietary system, so that other Users may see your listings and engage with you in a business relation. When you set-up and publish your first Events Space, you become a Venue Operator according to these Terms.

2.4.2.     When acting as a Venue Operator, you are bound by provisions in these Terms that are applicable to you, as well as any other provisions included in agreements concluded with Instant Space for the use of the Website and the Services.

3.              THE INSTANT SPACE SERVICES

3.1.          The Services provided through our Website dedicated to both users looking to book a venue, and for Venue Operators.

3.2.          When using the Website as an End-User, some of your personal data may be processed by Instant Space according to provisions in our Privacy Policy available here: [•]. When deciding to book an Events Space, both personal data processing and other legal provisions may be applicable while establishing a relation to the Venue Operator. For any additional details, please reach out to the Venue Operator directly to verify any compliance to such provisions.

3.3.          Regardless of whether you act as a Venue Operator or an End-User, you acknowledge and agree that you are responsible for the communication with other Users through the Website (where such communication includes the submission of information between Users via the Website) and its effects, including in respect of data privacy legislation (such as, the General Data Protection Regulation no. 679/2016 - GDPR) and, if applicable, consumer protection legislation.

3.4.          Additionally, a User is responsible to comply with any applicable legislation while entering into a business relationship with another User and, if the case might be, to publish and/or conclude the necessary terms of use applicable in the relation in question.

4.              FEES AND OTHER SUMS PAYABLE WHILE USING THE WEBSITE

4.1.          The Website and its Services are available:

4.1.1.      for free, in the case of an End-User;

4.1.2.      in exchange for a fee, in case of a Venue Operator, according to provisions in any other documents concluded between Instant Space and that Venue Operator.

4.2.          When booking an Events Space and/or auxiliary services, the End User will be prompted by Instant Space to pay the amount requested by the Venue Operator for the booking of said Events Space. Such payment will be initially made to Instant Space, which will then be disbursed by Instant Space to the Venue Operator according to their respective agreement.

4.3.          Should an End-User wish to cancel a booking already made, they must follow the steps described on the Venue Operator’s profile related to such cancellation, the conditions in which it may occur and the effects thereof. Instant Space does not request Venue Operators to have available a cancellation policy and they are free to decide if they provide one or not. As a result, Instant Space is not liable for the reimbursement of any due sums following a cancellation by an End User. Such reimbursement is only possible and may be requested only directly to the Venue Operator.

5.              INTELLECTUAL PROPERTY RIGHTS

5.1.          Unless otherwise indicated by us, all elements of the Website, all content and other materials therein are owned by us (or, as applicable, our licensors) and are protected by intellectual property rights. For the avoidance of doubt, the visual interfaces, design, text, graphics, pictures, systems, information, data, methods, software, computer code, organization, services, all other elements and any other documentation or other ancillary material provided to you (the “Content”) are owned by us or by our licensors and are protected by copyright, patents, trademarks, design, trade secrets, any other intellectual property rights and applicable law.

5.2.          You may us the Website and the Content solely for the purpose of provided by these Terms. However, you are not permitted to:

5.2.1.      use the Website or the Content other than for their intended purposes;

5.2.2.      use any data mining, robots or similar data gathering or extraction methods;

5.2.3.      sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Website or the Content;

5.2.4.      copy, reverse engineer, decompile, disassemble or attempt to discover the source code of the Website or Content;

5.2.5.      modify, alter or otherwise make any derivative uses of the Website or the Content, or any portion thereof, except as expressly permitted under these Terms;

5.2.6.      remove, alter or obscure any copyright, trademark or other proprietary rights notice included in the Website or Content.

5.3.          Any use of the Website or the Content other than as specifically authorized herein, without the prior written permission of Instant Space, is strictly prohibited. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws. Unless explicitly stated by Instant Space, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise.

6.              USER CONTENT

In case you can create any user content on the Website, you are solely responsible for all content you create, transmit and/or distribute through the Website (the “User Content”). With that in mind, you agree not to create, transmit and/or distribute through the Website any User Content that:

6.1.          is illegal or unlawful, that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, national or international law;

6.2.          is defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, invasive of privacy or publicity rights, fraudulent, deceptive or otherwise objectionable;

6.3.          impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

6.4.          may infringe or violate any patent, trademark, trade secret, copyright, or other intellectual property right or other right of any party;

6.5.          contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences; and/or

6.6.          is designed to deceive or trick other Users of the Website.

7.              USER CONDUCT

7.1.          You are solely responsible for your own conduct while accessing or using the Website. You agree to use the Website only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. You agree that you will not and will not permit any third party to do, including but not limited to, any of the following:

7.1.1.      use the Website for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms or any other rules or polices established from time to time by us;

7.1.2.      use the Website to violate the legal rights and the legitimate interests of others, including, but not limited to, transmitting or otherwise making available through the Website of content that infringes the intellectual proprietary rights of any party;

7.1.3.      remove any copyright, trademark or other proprietary rights notices contained in or on the Website, or any part of it;

7.1.4.      modify, adapt, hack, translate, or reverse engineer the Website;

7.1.5.      use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Website or to extract data;

7.1.6.      attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose, unless we specifically consented to such conduct;

7.1.7.      upload, send, distribute or disseminate any User Content that could be in any way interpreted as defamatory, unlawful, fraudulent, obscene, harassing or objectionable;

7.1.8.      distribute any other harmful components such as, including but not limited to, worms, viruses, Trojan horses, corrupted files, defects, hoaxes;

7.1.9.      impersonate another person by any mean (e.g., by use of an email address, name, nickname or otherwise);

7.1.10.   exploit the the Website for any unauthorized commercial purpose;

7.1.11.   access or use the Website for the purpose of creating a product or service competitive with any of our products or services;

7.1.12.   create a User Acoount on the Website on behalf of a company, without having the right to represent the respective company.

8.              INDEMNIFICATION

You agree, at your sole expense, to defend, indemnify and hold us, our officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses of any kind or nature, including litigation costs, and legal fees arising out of or in any way related to (i) your use of the Website; (ii) your violation of these Terms or the rights of any third-party; or (iii) your breach of applicable laws in connection with your conduct, access to or use of the Website.

9.              DISCLAIMER

You expressly acknowledge and agree that your use of the Website is at your sole risk and that the entire risk as to satisfactory quality, performance, safety, accuracy and effort rests with you. The Website are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim any and all warranties and representations (express or implied, written or oral) in relation to, without limitation, the Website or external websites or applications, including but not limited to any implied warranties of merchantability, implied warranties of fitness or suitability for any purpose and warranties of non-infringement, condition of title, accuracy, reliability. We do not warrant and/or represent that the Website will meet your accuracy requirements, that the use of the Website will be uninterrupted, secure or error-free, or that the Website is free of harmful components, such as viruses.

10.          LIMITATION OF LIABILITY

10.1.       The use of the Website aims at increasing the number of End Users that book Events Spaces from Venue Operators, and the latter’s revenue. However, Instant Space does not warrant that a Venue Operator’s conversion rate or revenue will increase or that every End User will be satisfied with the way such actions take place.

10.2.       For clarity, we are not responsible if the use of the Website and the provision of our Services does not increase the conversion rate or if an End User is not satisfied with their use of the Website.

10.3.       You acknowledge and agree that to the maximum extent permitted under applicable law, in no event will Instant Space be liable to you or to any other third party for any incidental, indirect, special, consequential, exemplary or punitive damages whatsoever including, but not limited to, damages for loss of profits, (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, arising out of or related to the Website, regardless of the theory of liability (contract, warranty, tort, strict liability, product liability or other theory) and even if we have been advised of the possibility of such damages.

10.4.       You understand and agree that we will not be liable for any failure or delayed performance of our obligations that results from any condition beyond our reasonable control, including but not limited to, acts or omissions of third parties, earthquake, fire, flood, governmental action, acts of terrorism, labor conditions, power failures, Internet disturbances or server failures.

10.5.       You acknowledge that the Website is Internet-based and you understand and accept the inherent security risks associated with such applications and websites, including but not limited to, the risk of losing the Internet connections, the risk of malicious software, the risk of hardware or software failure and the risk of unauthorized access by third parties to your User Account or any of your data. Thus, you agree that we have no liability for any malfunctions, communication failures, delays, errors, or any breach of security you might incur.

11.          EXTERNAL SITES

The Website may contain hyperlinks to third party websites or resources. These links to third party pages are provided for convenience only. In any event, especially because of the volatile nature of information on the Internet, Instant Space cannot control the nature or content of these external sources and therefore is not responsible and or liable for the use, the unavailability of third-party website nor their content and advertising or other materials available on such third-party websites that you might access via our Website.

12.          CHANGES TO THE WEBSITE

12.1.       We may, in our sole discretion and without any cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion or feature of our Website, or the Website in its entirety.

12.2.       In no event will Instant Space be liable for the removal of or disabling of access to any portion or feature of the Website.

13.          SUSPENSION OR TERMINATION

13.1.       In case you breach these Terms, we may suspend or terminate in whole or in part, your access to the Website at our sole discretion, immediately and without prior notice, and delete or deactivate your User Account. In such a case, we will notify you accordingly.

13.2.       As a Venue Operator, you may delete your User Account and in such a case, all your account information shall be erased. However, we might retain certain information about the commercial relationship we have had with you, in accordance with our Privacy Policy.

14.          ASSIGNMENT

Instant Space may assign these Terms and/or any and all of its rights or delegate any and all of its obligations under these Terms without your consent. All provisions contained in these Terms shall extend to and be binding upon you and Instant Space’s successors and assigns. You may not assign these Terms or any of your rights and/or obligations under these Terms to another person or entity.

15.          PERSONAL DATA

Please refer to our Privacy Policy for information on how we collect, use, store and disclose your personal data, which is available here: [•]

16.          SEVERABILITY

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

17.          LACK OF ENFORCEMENT

Enforcement of these Terms is solely in our discretion and our failure to enforce any of the provisions in some instances does not constitute a waiver of our right to enforce such provisions in other instances.

18.          INTERPRETATION OF TERMS

The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

19.          GOVERNING LAW AND JURISDICTION

These Terms will be governed by and construed in accordance with the laws of Romania. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Romania, and the parties irrevocably consent to the personal jurisdiction and venue there.

20.          SURPRISING TERMS

By accepting these Terms, you expressly consent and agree to the provisions regarding limitations of liability, choice of law and jurisdiction, unilateral termination and suspension of performance.