Membership Agreement

Download a pdf version of the membership agreement for review.
Please print and sign page 1 of the pdf version and return to the office manager at theresa@MillWorksWestfield.com

This membership agreement, the Terms and Conditions, and the Member Rules and Guidelines apply to Lower Mill, Inc. d/b/a MillWorks Co-Sharing Workspace located at 77 Mill Street in Westfield, Hampden County, MA.

MillWorks Co-Sharing is a creative, collaborative, supportive, and professional community.  In the interest of sustaining and maintaining this community and the members that it supports; all members must agree to our Terms and Conditions and adhere to the membership rules and guidelines.

Membership Features

The features that you will have access to will depend on the type of membership that you have signed on for. Please check the website for pricing information.

Community Member

  • Access to the MillWorks Proximity portal. This is where the event space and conference rooms can be reserved, where the community calendar can be found, and it is a convenient platform for networking.
  • Can reserve and use Conference Rooms and the Event space as available. Rates are posted on the website.
  • On-site parking.

Day Pass Members and Punch Pass Members

  • Access to the MillWorks Proximity portal.
  • Access to secure, hi-speed, wi-fi internet. You will receive your password with your welcome email.
  • Access to the printer/copier/scanner – Print fee: $0.05/page
  • Access to the working area from 7am – 9pm.
  • Use of the lounge area and kitchenette for food and drink storage and consumption. There is a microwave for reheating – but no cooking is allowed.
  • Filtered water, coffee, and tea.
  • Can reserve and use Conference Rooms and the Event space as available. Rates are posted on the website.
  • Storage locker, standard size (bring your own lock).
  • On-site parking.

Flex Desk/Dedicated Desk/ Private Office Members

  • Access to the MillWorks Proximity portal.
  • Access to secure, hi-speed, wi-fi internet. You will receive your password with your welcome email.
  • Access to the printer/copier/scanner – Print fee: $0.05/page
  • 24/7 access to the Co-Sharing WorkSpace.
  • Use of the lounge area and kitchenette for food and drink storage and consumption. There is a microwave for reheating – but no cooking is allowed.
  • Filtered water, coffee, and tea.
  • Flex desk and Dedicated desk memberships include 4 hours of conference room use each month. Private office memberships include 8 hours of conference room use each month. Conference room use is “as available” and cannot be rolled over from month to month. Additional time is billed at the rate posted on the website.
  • Storage locker, standard size (bring your own lock).
  • On-site parking.
  • EV charge stations.

Optional add-on benefits include large locker, on-site mailbox, and adjustable sit-stand desks.

MillWorks Co-Sharing Service Agreement Terms and Conditions

I. Introduction

The following Terms and Conditions are lengthy but worth reading so that you understand the terms of membership to which you agree by signing this document. If you have any questions or concerns please contact the MillWorks Co-Sharing manager at admin@millworkswestfield.com

The services MillWorks Co-Sharing provides to you are subject to the following Terms and Conditions (T&C) and Membership Rules and Guidelines. MillWorks Co-Sharing reserves the right to update the T&C at any time without notice to you.

You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this T&C and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

II. Description of Services

Lower Mill, Inc. and Rockwell Management Corporation in management of MillWorks Co-Sharing at 77 Mill Street Westfield, MA may provide you with access to office space, furniture, workstations, wi-fi internet access, office equipment, conference space, knowledge resources, use of common areas, and other services (collectively, “Services”). The Services at all times are subject to the T&C.

III. No Unlawful or Prohibited Use

You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any MillWorks Co-Sharing server, or interfere with any other persons use and enjoyment of any Services.

You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any MillWorks Co-Sharing server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post or download files that you know or should know are illegal or that you have no rights to.

IV. Use of Services

You agree that when participating in or using the Services, you will not:

  • Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited messages (commercial or otherwise);
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through MillWorks Co-Sharing servers.
  • Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright, trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
  • Use any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; upload files that contain viruses, Trojan Horses, Worms, time bombs, candlebots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another coworker.
  • Download any file that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and or/distributed in such manner.
  • Restrict or inhibit any other user from using and enjoying the Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Service (including the Building Rules).
  • Harvest or otherwise collect information about other, including email addresses, without the authorization or consent of the disclosing party.
  • Violate any applicable laws or regulations; or
  • Create false identity for the purpose of misleading others.

V. Renewals and Terminations

This Agreement is automatically renewed at the end of each period with consent of each party. The T&C must be adhered to at all times. Failure to follow T&C can result in non-renewal or even early termination of membership and associated privileges. MillWorks Co-Sharing reserves the right to terminate membership and any Service at any time, immediately and without notice, if you fail to comply with the T&C. This includes non-payment or violation of the space rules and guidelines (see addendum 1). If this happens, MillWorks Co-Sharing will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorated basis.

Members may terminate this Agreement by giving a written notice of termination as established in this Agreement. Termination shall be in effect as of the end of that calendar month. Should Member not provide timely notice of termination to MillWorks Co-Sharing then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month shall be payable.

VI. Invoicing and Payment

Invoices are generated monthly and will include the monthly membership fee based on the membership level. The invoice will also include any variable charges that may have been incurred during the previous month. Invoices are viewable and downloadable using the membership portal. Payment is due on the first of the month and is late if received after the 10th of the month. Invoice payment is set to be automatically charged to the payment method set up in the member’s profile. Members can make manual payments; this must be noted at the time of joining and arrangements for invoicing and payment made with the space manager. Payment for casual usage is paid on the day of use unless other arrangements have been made with the MillWorks Co-Sharing manager.

All payments are processed through our website using STRIPE, a secure third-party payment processing method. ACH or credit cards are both acceptable. Once you create your membership you can add your preferred payment method to your profile.

VII. Confidentiality

As a member of MillWorks Co-Sharing, you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by MillWorks Co-Sharing or any participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, knowhow, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of MillWorks Co-Sharing, any analyses, compilations, studies or other documents prepared by MillWorks Co-Sharing or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.

Your participation in and/or use of the Services obligates you to:

  • Maintain all Confidential Information in strict confidence;
  • Not to disclose Confidential Information to any third parties;
  • Not to use Confidential Information in any way directly or indirectly detrimental to MillWorks Co-Sharing or any participant or user of the Services.
All confidential information remains the sole and exclusive property of MillWorks Co-Sharing or the respective disclosing party. You acknowledge and agree that nothing in this T&C or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of MillWorks Co-Sharing or any participant or user of the Services.

VIII. Disclosures

MillWorks Co-Sharing reserves the right at all times to disclose any information about you and your participation in and use of the Services as MillWorks Co-Sharing deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials as MillWorks Co-Sharing deems appropriate.

IX. Participation in or Use of Services

You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that MillWorks Co-Sharing does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

X. Disclaimer of Warranties

To the maximum extent permitted by the applicable law, MillWorks Co-Sharing provides the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.

XI. Exclusion of Incidental, Consequential and Certain Other Damages

To the maximum extent permitted by the applicable law, in no event shall MillWorks Co-Sharing or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of 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 pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of MillWorks Co-Sharing , and even if MillWorks Co-Sharing has been advised of the possibility of such damages.

XII. Limitation of Liability and Remedies

Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of MillWorks Co-Sharing or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this T&C and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to USD $299.00. The foregoing limitations, exclusions and disclaimers, including the previous sections shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

XIII. Indemnification

You release, and hereby agree to indemnify, defend and save harmless MillWorks Co-Sharing and MillWorks Co-Sharing subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorney fees and costs incurred by MillWorks Co-Sharing or its respective officers and agents in connection with the defense of such claim or lawsuit.

XIV. Severability

In the event that any provision or portion of this T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

XV. Insurance

MillWorks Co-Sharing carries Liability and Business Personal Property insurance. This insurance does not cover your personal equipment or property while using the space. It does not cover any liabilities related to your business activities. As a user, you are not required but it is strongly suggested that you carry an insurance policy to cover your own equipment and personal property while using MillWorks Co-Sharing Workspac

XVI. Compliance with Member Rules and Guidelines

All members agree to comply with the MillWorks Co-Sharing Member Rules and Guidelines as set forth in Addendum 1. Failure to comply with these guidelines may result in termination of your membership and access to Services.

XVII. Notice

Notice. All notices, requests, demands or other communications for which this T&C provides shall be in writing and shall be addressed at the following addresses: Lower Mill, Inc, dba MillWorks Co-Sharing, PO Box 493, Wilbraham, MA 01095 Attention: JR Allen. If to you: At the address provide in your membership profile or such other address as any party may designate in writing. All notices under this T&C, shall be effective: (a) forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail, return receipt requested; (b) Upon delivery, if delivered in person to the address set forth above; or (c) upon delivery, if sent by commercial express service, such as Federal Express, except that notices of change of address shall be effective upon receipt.

XVIII. Waivers

Waivers. No waiver shall be binding on MillWorks Co-Sharing unless executed in writing by an authorized representative of MillWorks Co-Sharing.

Member Rules and Guidelines

Addendum 1:Member Rules and Guidelines can be found at link below.