{{title}}

{{error}}

Legal Agreement: Terms of Service

 

  • General

In consideration for the mutual benefits exchanged by Wheelhouse Cowork LLC (the “Company”) and the undersigned (“You”, the “Member”, collectively the “Parties”), the Parties hereby agree, warrant, consent and covenant to the following terms, conditions, and representations:

  • Behavior

The Member agrees to conduct himself or herself according to the policies that the Company implements from time to time regarding personal behavior in the Coworking space located at 189 Main Street, Ste 3, Gloucester MA 01930 (the “Coworking Space”).

The Member shall be solely and fully responsible for ensuring that no alcohol is consumed by the Member or any Member guest who is younger than the legal age for consuming alcohol in the applicable jurisdiction.

  • No Tenancy

 The Company provides Coworking services on an “as is” basis as a service and not as a lease of real property, and disclaims all warranties and conditions, whether express, implied or statutory, including, but not limited to, merchantability, title, quiet enjoyment, possession, fitness for a particular purpose or use, to the extent permitted by law.

The Member’s agreement with the Company is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Coworking Space remains our property and in our possession and control. We are giving you the right to share with us the use of the Coworking Space so that we can provide the Coworking services to you.

You hereby understand, agree and warrant that you are not a tenant and the Company is not a landlord and there is no tenancy relationship whatsoever as defined in any case law or legislation, rules, or regulations promulgated by the Commonwealth of Massachusetts or otherwise.

 

  • Liability for Leaks

 

The Member acknowledges that the Company does not own the building and, as such, cannot be held responsible for any damage caused by leaks, including but not limited to water damage to personal property, furnishings, or equipment. The Member agrees to promptly notify the Company of any noticeable leaks or water intrusion, but understands that the Company is not liable for any damages or disruptions resulting from such occurrences. The Member assumes full responsibility for the protection of their personal property from water damage and waives any claims against the Company for such damage.

  • Marketing and Communication Consent

By signing this Agreement, the Member grants the Company permission to send marketing communications, including but not limited to promotional offers, updates, newsletters, and event invitations, via email or other digital communication channels. The Member understands that these communications may relate to services, events, or special offers relevant to their membership. The Member may opt out of receiving such communications at any time by following the unsubscribe instructions included in each email or by notifying the Company directly in writing.

  • No Residency

The Coworking Space is a commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You hereby understand, agree and warrant that you are not a residential tenant at the Coworking Space.

  • Use

You agree not to use the Coworking Space for any purpose that is unlawful, prohibited, or that could damage, disable or impair the property of the Company or of other members, or prevents other members from enjoying the Coworking Space, or that would damage the reputation or the business of the Company and the Co-Work Space.

You also agree not to use the Coworking Space in connection with:

(a)   Lottery contests, pyramid schemes, chain letters, junk email, spamming or similar behavior;

(b)   Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others;

(c)   Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information;

(d)   Uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights or is protected by intellectual property laws where you don’t own or license such rights; and

(e)   Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of the Coworking Space or another member.

 

  • Changes

 

The rules and policies of the Coworking Space may change from time to time. We will notify members of material changes. 

  • Non-Disclosure

During and after the term, Member shall not use or disclose Wheelhouse or other members’ Confidential Information (non-public information learned through the Coworking Space, including member/customer lists and contact data, pricing, marketing plans, and non-public operational details) except for the Member’s own internal use of the Space. This does not include information that is or becomes public through no fault of Member, was independently developed without reference to Confidential Information, or was rightfully received from a third party without duty of confidentiality.

  • Repairs and Maintenance

The Company shall maintain the Coworking Space in good repair and working order. If you notice any problems requiring repair, please notify the Company and it shall be remedied promptly.

  • Non-Competition, Non-Solicitation & Related Covenants (Massachusetts)

Definitions.

  1. For purposes of this Section:
  1. “Competing Workspace Business” means any business that offers coworking, shared or flexible office memberships or day passes, dedicated desks, private offices under month-to-month or short-term licenses, or comparable shared-workspace services to the public.

  2. “Wheelhouse Locations” means 189 Main Street, Gloucester, MA 01930 and 33 Commercial St  2nd Floor North, Gloucester MA, 01930, any other Wheelhouse-operated location disclosed in writing to Member while this Agreement is in effect.

  3. “Territory” means a 10-mile radius around each Wheelhouse Location.

  4. “Restricted Period” means the term of this Agreement and the 12 months immediately following the earlier of (i) the end of Member’s access to any Wheelhouse Location or (ii) termination of this Agreement.

  1. Limited Non-Competition (Operation/Ownership Only).
    During the Restricted Period, Member shall not, within the Territory, directly or indirectly own, operate, or manage a Competing Workspace Business.
  • This restriction does not limit Member’s ability to perform their ordinary profession, run their existing non-coworking business, meet clients, or use office space elsewhere.

  • Passive investment of up to 2% of a publicly traded company is permitted.

  1. Non-Solicitation of Members/Customers.
    During the Restricted Period, Member shall not, directly or indirectly, solicit (i.e., initiate contact with the intent to divert business) any person or entity that (i) is then a Wheelhouse member/customer, or (ii) was a Wheelhouse member/customer within the 12 months prior to termination of this Agreement and whose identity or contact information became known to Member through the Coworking Space, for the purpose of selling or marketing Competing Workspace Business services within the Territory.
  2. Non-Solicitation of Personnel.
    During the Restricted Period, Member shall not, directly or indirectly, solicit for employment or engagement any employee or contractor of Wheelhouse with whom Member had material contact through the Coworking Space, provided that general advertisements not targeted at such personnel shall not violate this Section.
  3. Non-Interference.
    Member shall not, during the Restricted Period, knowingly induce or encourage any Wheelhouse member/customer, vendor, or landlord to terminate or materially breach their agreement with Wheelhouse.
  4. Reasonableness; Reformation.
    Member acknowledges that these restrictions are reasonable in scope, geography, time, and activity, and are necessary to protect Wheelhouse’s legitimate business interests, including goodwill, confidential information, and customer relationships developed through the Coworking Space. To the extent any restriction is deemed overbroad, a court of competent jurisdiction may revise, reform, or enforce it to the maximum permissible extent under applicable law, and the remainder shall remain in effect.
  5. Equitable Relief.
    Member agrees that a breach of this Section would cause irreparable harm for which monetary damages would be inadequate, and Wheelhouse may seek injunctive relief (in addition to any other remedies) without posting bond, to the extent permitted by law.
  • Liability

You hereby waive and hold harmless the Company, its members, officers, directors, shareholders, contractors and employees (the “Releasees”) from any claims, liability, actions, or suits with respect to any damages, injuries or losses you suffer to your person or property, whatsoever, including as a result of negligence or gross negligence on the part of the Releasees, including but not limited to any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for lost profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other loss) arising out of or in any way related to the Company’s services or otherwise.

  • Severability

If any one or more provisions of these terms shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • Governing Law; Venue. 

This Agreement and any dispute hereunder shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. Exclusive venue shall lie in the state or federal courts located in Essex County, Massachusetts, and the parties consent to such courts’ jurisdiction.