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.
- 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
In your presence at the Coworking Space, you may learn of confidential information of the Company or of its members. Such confidential information may include business information, trade secrets, technology, processes, customers and prospects that is intended to be confidential and proprietary (“Confidential Information”). During the term of this Agreement and thereafter, you hereby agree to not disclose or use Confidential Information without the prior written approval of the disclosing party.
- 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-Compete
During the term of this Agreement and for a period of twenty four (24) months following the Member’s removal or termination from this agreement or the Coworking Space (the “Restricted Period”), the Member shall not (A) engage, anywhere within the Territory (as hereinafter defined), as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor or creditor in or of, or as an employee, independent contractor, consultant or advisor, or as a sales or manufacturer's representative or distributor of any kind, in any business providing any services which are offered by the Company, or have previously been offered by the Company, or any of its then current or prior vendors or suppliers, on the date the Member's Agreement is terminated, or (B) call on any person or entity, whose offices are located within the Territory, that at the time is, or at any time within one year prior to the date of termination of this agreement was, a customer of the Company, if the Member has knowledge of that customer relationship, PROVIDED, HOWEVER, that nothing in this section shall prohibit the Member from owning, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange or over-the-counter market if the Member is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own five percent or more of any class of securities of such entity. As used in this section, the term "Territory" shall mean a radius of 25 miles around the business address of the Coworking Space.
- 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.