Usage of any LocalWorks Location, as a Member or visitor, immediately and expressly constitutes your consent to and agreement with the following Terms & Conditions. If you are not a paying Member of LocalWorks, all sections of these Terms related to usage of LocalWorks space and your obligations hereunder still apply to you.
“Agreement” means your acceptance of these Terms & Conditions. The Terms & Conditions are considered accepted when an account is created on the LocalWorks website, or when you first utilize the Services.
“Authorized Signatory” means an individual authorized to legally bind your company.
“Membership Plan,” or “Membership” means contracted access to the services provided by LocalWorks under these Terms & Conditions.
“Member,” “Member Company,” or “you” means the company, entity, or individual that enters into a Membership Plan with LocalWorks, or each person you authorize as being allowed to receive the services of the Membership Plan.
“Space” means the office or workspace indicated in the Membership Plan.
“Location” means a building or portion of a building in which LocalWorks offers or plans to offer offices, workstations, other workspaces, and/or other services to Members.
“Primary Member” means the primary Member contact.
“Start Date” means the date you begin your LocalWorks membership.
“Term” means the 30-day term commencing on the Start Date, and any renewal terms.
“LocalWorks,” “we,” “our,” or “us” means LocalWorks HQ Inc., which is the legal entity you are contracting with, or the owner / landlord of the Location, including its employees, agents, licensees, and property managers.
“Services” means use of a LocalWorks Location and access to LocalWorks amenities.
II. Membership and other Fees
When you sign up for a LocalWorks Membership Plan, you create an account on our website and enter your payment information. When you do so, you also agree to these Terms & Conditions. You must keep a valid payment method on file in the Member Portal throughout your Term. If a valid payment method is not kept on file, we will require a deposit equal to the monthly Membership Fee. By keeping a valid payment method on file in the Member Portal, you further consent to LocalWorks’ automatic withdrawal of the monthly Membership Fee.
Background Check. We reserve the right to run a background check on you and to deny you membership for any reason.
Membership Fee. During the Term of this Agreement, your Membership Fee will be due monthly and in advance as of the first (1st) day of each month. You are obligated to make payment of all Membership Fees owed throughout the Term and this obligation is absolute notwithstanding. The Membership Fee covers the Services for only the number of Members indicated in the Membership Plan. Adding additional Members may result in additional fees.
For a Start Date that does not begin on the first day of a calendar month, a pro-rated Membership Fee as indicated in the Membership Plan will be due prior to the beginning of your membership. If your start date is the 15th of the month or earlier, the first charge on your credit card will be for the remainder of your first month of membership, and then the following month of membership will be charged on the first day of the next month. If your start date is after the 15th, the first charge will be for the remainder of your first month and the following month. You will receive an invoice and receipt via email for all charges.
We reserve the right to increase or decrease the Membership Fee at our sole discretion upon sixty (60) days’ prior notice to you.
Security Deposit. You will be required to pay a refundable security deposit equal to one month’s Membership Fee in order to begin your membership. The Security Deposit will be returned to you upon the completion of your membership, provided all fees have been paid in full throughout your membership. LocalWorks reserves the right to use the security deposit to pay membership fees, late fees, and any other fees as outlined below. The portions of the security deposit used to pay outstanding fees is not refundable.
Non-Payment of Fees, Late Fees, and Early Termination. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the fifth (5th) of the month in which such payment is due, LocalWorks reserves the right to execute any one of the following actions, at LocalWorks’ sole option and discretion: a) terminate your membership immediately and deny you access to LocalWorks services immediately; or b) assess a Late Fee of $100.00 or 10% of the monthly fee, whichever is greater, every five days that your payment is not received, and continue to request payment from you. Security Deposits will not be used in lieu of your membership fee payments. Your membership can be terminated at any time for non-payment.
If late fees are assessed the Member owing such payments for Membership or Late Fees will be denied access to the Space and its Services until such time as said payments are up to date.
Key Fees. The following charges relate to keys or key cards. We reserve the right to charge your payment method on file for the following:
Lost office keys: In the event you lose your office key, you will be charged $150 to have a replacement brought to you within 24 hours.
Lost building key or keycard: In the event you lose a building access key or keycard, you will be charged $100, or your $100 security deposit will be kept as payment towards a new key or keycard, at which time an additional $100 security deposit will be charged.
Locked out of office (key is in your office): If you lock yourself out of your office with the key inside, you can either pay $200 to have someone unlock your door within 24 hours, or wait up to 48 hours with no payment required.
Unreturned Keys: If you Terminate your membership and fail to return any keys to us, we have the right to charge your payment method on file $150 for each unreturned office key.
Final cleaning & repair fees. When membership is terminated you must leave your office empty of all your belongings and in a clean and damage-free condition. We reserve the right to automatically charge the payment method on file for any repairs and cleaning upon Termination.
Invoices and Financial Information. LocalWorks will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member.
No Refunds. There are no refunds of any fees or other amounts paid by you or your Members in connection with the Services, even if you pay in advance for membership and cancel per the termination requirements as outlined below.
Credits and Overage Fees. Your Membership Plan may include a certain number of credits for usage of conference rooms, printing, or other services. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages, which will be current rates for non-members listed on the LocalWorks.com website. All overage fees are subject to increase from time to time.
If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable costs of collection. These costs include, but are not limited to, any collection agency’s fees, reasonable attorneys’ fees, and arbitration or court costs.
III. TERM AND TERMINATION
Term. Commitment Terms are 30 days, and begin on the Start Date. Following the Commitment Term, this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” This Agreement will continue until terminated in accordance with this Agreement.
Termination by You. You may terminate this Agreement by delivering notification to us in writing at least one (1) full calendar month prior to the month in which you intend to terminate this Agreement and the termination will be effective on the later of the last Regular Business Day of the Termination Effective Month and the expiration of the Commitment Term.
Termination or Suspension by Us. We may suspend Services or immediately terminate this Agreement: (i) upon any breach of this Agreement, or any other policies or instructions provided by us or applicable to you; or (ii) upon the termination, expiration or material loss of our rights in the Location. ; or (iii) at any other time, when we, in our sole discretion, see fit to do so.
Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and your or their guests’ property from the Space and Location. LocalWorks will dispose of any property remaining in or on the Space or Location after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.
IV. GENERAL TERMS
A. Membership does not constitute a lease or sublease but is a license to use the space.
B. Membership is a privilege that may be revoked at LocalWorks’s discretion. If your Membership is revoked, LocalWorks will return your Membership fee for the remaining period of Membership, and you agree to forfeit your Membership, keys, and all other rights and Services provided herein.
C. Use of the Space may on occasion be disrupted for any number of reasons. LocalWorks will attempt to keep these disruptions to a minimum.
D. We are entitled to access your Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. In addition to any rules, policies and/or procedures that are specific to a Location used by you:
E. Additional Provisions. You acknowledge and agree that:
- Keys, key cards and other such items used to gain physical access to the Location, or the Space remain our property. You will cause your Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed. Any lost office key, building key or keycard must promptly be reported to LocalWorks;
- You shall promptly notify us of any change to your contact and payment information;
- You shall promptly notify LocalWorks of any dangerous, hazardous or unsafe conditions in your Space or common areas of the Location. LocalWorks shall use all commercially reasonable efforts to ensure that the Landlord or Owner of the Location remedies any such condition in an appropriate, reasonable timeframe.
- We will provide an email address to accept notice of any changes to services, fees, or other updates by electronic mail. It is your responsibility to read such emails and to ensure your Members are aware of any changes, even if we notify such Members directly;
- All of your Members must be at least 18 years of age;
- No alcohol is be consumed by any of your Members or guests in your Space or the Location;
- Common spaces are to be enjoyed by all our Members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work. Personal items are not to be stored in common spaces;
- You will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Location;
- You will be responsible for any damage to your Space, normal wear and tear excepted;
- You will clean up after yourself and your guests, including wiping up any spills or crumbs in common areas and leaving the kitchen, bathrooms, and common areas in clean condition after use;
- You may not make any structural or nonstructural alterations or installations of wall attachments, furniture or antennae in the Space or elsewhere in the Location without prior approval by us. In the event that any installations are made, you shall be responsible for the full cost and expense of the installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such installations. To the extent that we incur any costs in connection with such installation or removal which are not otherwise paid by you we shall include reimbursement for such costs on your next monthly invoice, which may be paid automatically via a credit card on file you use to pay your regular monthly Membership Fees, and/or deduct such costs from the Service Retainer. All alterations and/or installations must be performed by an appropriate professional. Only a member of our facilities staff is entitled to perform an installation, removal or restoration.
- We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
- You consent to our non-exclusive, non- transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of LocalWorks, alongside those of other Member Companies, on a public-facing “Membership” display on LocalWorks.us, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
V. Prohibited Actions.
No Member will:
A. Perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other Members, or our or their employees, guests or property, including without limitation the Space or the Location;
B. Use the Services, the Location or the Space to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
C. Take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
D. Take, copy or use for any purpose the name “LocalWorks” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Location, without our prior consent, and this provision will survive termination of this Agreement;
E. Use the Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public, without advanced notice to, and approval by, LocalWorks. The Space is for general office and professional use only unless otherwise expressly approved by LocalWorks;
F. Post signs, host events, or otherwise use the space in ways that may impose on the interest of other Members;
G. Use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
H. Make any copies of any keys, keycards or other means of entry to the Space or the Location or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
I. Install any locks to access the Space or anywhere within the Location, unless authorized by us in advance;
J. Maintain or store any inventory of goods in common areas of the premises except with prior written permission of LocalWorks;
K. Allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies; or
L. Bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into the Space or the Location.
You are responsible for ensuring your guests and visitors comply with all Terms.
VI. Waiver of Claims.
To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against LocalWorks and/or the Owner of the Location, including our employees, agents, licensees, and property managers, at the Location and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors, and the building owners/landlords and their agents and managers, (collectively, the “LocalWorks Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.
VII. Limitation of Liability.
You agree to indemnify and hold harmless and defend LocalWorks Parties (as defined in Section VI), from and against all claims and suits by third parties for damages, injuries to persons or pets (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, your conduct under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of you, your officers, employees, agents, subcontractors, licensees, or invitees. To the extent permitted by law, the aggregate monetary liability of any of the LocalWorks Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the LocalWorks Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the LocalWorks Parties without our written consent. None of the LocalWorks Parties shall be liable for any settlement made without its prior written consent.
IX. Other Members.
We do not control and are not responsible for the actions of other Members, or any other third parties. If a dispute arises between Members, members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
XI. Nature of the Agreement; Relationship of the Parties.
Your agreement with us is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Space remains our property and in our possession and control. We are giving you the right to share with us the use of the Space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Location, the Space or anything contained in or on the Location or Space. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
XII. Updates to the Agreement.
You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Space or Services beyond this time will constitute acceptance of the new terms.
Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
This Agreement is subject and subordinate to any agreements with the owner/landlord of the Location and to any supplemental documentation and to any other agreements to which our agreements with such landlord are subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
XV. Extraordinary Events.
LocalWorks will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond LocalWorks’s reasonable control, including without limitation (i) any delays or changes in construction of, or LocalWorks’s ability to procure any space in, any Location, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Location.
XVI. Severable Provisions.
Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
All provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email address [email protected], except as otherwise provided in this Agreement. LocalWorks may send notices to either (or both) the Primary Member or the Authorized Signatory, as LocalWorks determines in its reasonable discretion. Notices related to the physical Space, Location, Members, other Member Companies or other issues in the Location should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and LocalWorks should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
XIX. No Assignment.
Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.
You hereby represent and warrant that (i) neither you, nor anyone who directly or indirectly owns a 50% or greater economic or voting interest in you, nor any of your Members are or will be, at any time during the Term, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time or is an entity domiciled under regions sanctioned by the U.S. Department of Treasury, (ii) neither you nor any of your Members are or will be, at any time during the Term, a government official, including without limitation an official or employee of any government, an official of a political party, or a candidate for political office, or a director, officer, employee, or “affiliate” (as defined in regulations under the U.S. Securities Exchange Act of 1934) of a government instrumentality and (iii) neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by LocalWorks in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes LocalWorks to be in violation of such U.S. economic sanctions laws.
XXI. Anti-Money Laundering.
You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.
XXII. Anti-Corruption Laws.
Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of LocalWorks for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Space. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.
XXIII. Entire Agreement.
These Terms, along with your Membership Agreement (if applicable), constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.
XXIV. Force Majeure.
In the event of a significant adverse effect upon the continuing operation of the Location caused by any act of God, pandemic, act of war, civil disturbance, governmental action, including the revocation of any license or permit necessary for the operation of the Location where such revocation is not due to the action or inaction of LocalWorks, either party shall be entitled to terminate this Agreement upon ninety (90) days written notice to the other.
XXV. Governing Law.
Venue for suit on or in respect of this Agreement shall be in Essex County, Massachusetts. This Agreement and all of the rights and obligations of the parties to this Agreement and all of the terms and conditions of this Agreement will be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the Commonwealth of Massachusetts.
LocalWorks shall not, except as necessary in the performance of this Agreement or as required by state or federal laws or as authorized in writing by Owner, supply, disclose, or otherwise permit access to at any time any information concerning or in any way related to Owner’s information or other matters pertaining to Owner’s business which LocalWorks may in any way acquire by reason of performance of this Agreement. Owner shall not, except as necessary in the performance of this Agreement or as required by state or federal laws or as authorized in writing by LocalWorks, supply, disclose, or otherwise permit access to at any time any information concerning or in any way related to LocalWorks’ information or other matters pertaining to LocalWorks’ business which Owner may in any way acquire by reason of performance of this Agreement.
XXVII. Voluntary and Informed Agreement.
The Parties acknowledge that they have been represented by independent counsel of their choice throughout all negotiations related to this Agreement and its execution. The Parties represent that they have read and have fully understood all of the provisions of this Agreement, that they have had sufficient and reasonable time and opportunity to discuss all aspects of this Agreement with their counsel, and that they are entering into this Agreement voluntarily, freely and with full consent.