Privacy Policy for The Watershed Toronto

Last updated: March 28, 2019 21:31

The Watershed Coworking Terms & Conditions

This Membership Agreement (the Agreement) is a legal agreement between You (the Member or the Customer) and Watershed Solutions Inc, with its head office at 500 - 1112 Fort Street, Victoria, BC, V8V 3K8. (Watershed).

This Agreement sets out the terms and conditions on which you may use the services set out in Schedule “B” (collectively, the “Services”) offered by Watershed through the Watershed Coworking Center at 65 Queen Street West - Suite 1900, Toronto, ON, M5H 2M5 (the “Center”). This is a month-to-month membership agreement. The whole of the Center remains in Watershed’s possession and control. This Agreement creates no tenancy, leasehold or other interest in the Center or the facilities at the Center or in any real property. This Agreement is subordinate to Watershed’s lease with respect to the Center and to any other agreements to which Watershed’s lease is subordinate. You may not transfer or assign this Agreement to anyone else without our prior written consent. This Agreement includes Schedule A (Center Rules) and Schedule B (Services and Fees). In consideration of Watershed agreeing to provide the Services on the terms set out in this Agreement, the Member hereby agrees to comply with the terms set out in this Agreement, including the Center Rules.

1. Acceptance of Terms

By Signing up for the Services (including but not limited to the use of office space and access to internet), you, the undersigned, agree to the terms and conditions of this Agreement which will bind you and other employees of your company in the use of the Services at the Centre.

Watershed reserves the right to modify or revise the terms of this agreement or other policies at any time and you agree to be bound by such modifications and policies. Watershed will attempt to contact you to notify you of any updates within 30 days of their enactment using the contact information provided to the Watershed in the coworking software in which you will be a user.

2. Term

This Agreement will remain in effect until terminated: (i) by either party on one month advance written notice to the other party, or (ii) subject to (iii) below, by either party immediately on written notice to the other party following a breach by the other party which is not remedied within 10 calendar days of receiving notice of the breach from the terminating party, or (iii) by Watershed immediately if the Member or any of its employees, consultants, agents or invitees engages in activities that are prohibited under this Agreement or if the Member becomes insolvent or bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due. Payment obligations accruing to the date of termination will survive the termination of this Agreement as will the Member’s obligations of confidentiality, non-solicitation and indemnity. When this Agreement is terminated, you will vacate the Center immediately, leaving the areas of the Center that you used in a clean condition and in working order, as you found them.

3. Services and Access

We will provide the Services set out in Schedule B. Unless otherwise stated in Schedule B, you will have non-exclusive use of the facilities at the Center. If Schedule B provides for exclusive use of any facilities, you agree that we may allocate alternative facilities to you, in which case we will use commercially reasonable efforts to allocate alternative facilities that are reasonably equivalent to those designated in Schedule B. We and representatives of the Landlord of the Center may enter all areas of the Center, including areas designated for your use, at any time, including for routine inspections, cleaning and maintenance.

4. No Unlawful or Prohibited Use

As a condition of your use of the Services, 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 Watershed server, or the network(s) connected to any Watershed server, or interfere with any other party’s 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 Watershed 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.

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 Agreement 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.

5. Use of Services

You must only use the Center for office purposes and in accordance with the Center Rules set out in Schedule A. You may not use the Center as your registered address or address for service of legal process.

6. Compliance with the Applicable Law and Center Rules

You must comply with the Center Rules and all applicable laws, by-laws and regulations in the conduct of your business, including privacy laws governing the collection, use and disclosure of personal information, and you will not engage in any activities at the Center that you know or ought to know may cause Watershed or the landlord of the Center to be in breach of applicable laws, by-laws or regulations or the terms of Watershed’s lease with respect to the Center. You must not do anything that may interfere with the use of the Center by Watershed or Other Users, cause any nuisance, hazard or annoyance or cause or materially increase the risk of loss or damage to the Center or to Watershed (including damage to reputation), Other Users or Watershed’s landlord. We reserve the right to amend or supplement the Center Rules at any time.

7. No Alterations or Installations

You must not alter any part of the facilities at the Center and must treat all parts of the Center and the equipment, fixtures, fittings and furnishings which you use with care. You must not install or affix any equipment, fixtures, fittings, window coverings, furnishings, signs, locks, cabling, IT, Internet or telecom connections without our prior written consent, which we may refuse at our absolute discretion. You must ensure that any permitted installation does not interfere with the use of the Center and its facilities by other users of the Center (collectively, “Other Users”) or Watershed or any landlord of the premises in which the Center is located. These restrictions on installations do not apply to the use of laptop computers and other portable electronic equipment used for business purposes.

8. Information Technology

We do not make any representations as to the security of Watershed’s network (or the Internet) or any information placed or stored on or transmitted through Watershed’s network (or the Internet). As part of the Services, we may provide third-party Internet access and computer hardware and software (“Third Party Services”). We disclaim any and all liability, including express or implied warranties, whether oral or written, for such Third Party Services. You acknowledge that we have made no representation as to the fitness of the Third Party Services for any particular purpose.

You should adopt and maintain whatever security measures (such as encryption and virus protection) you believe are appropriate to the circumstances of your business, including to prevent unauthorized access or use by others, damage to hardware and loss of data. We cannot guarantee that a particular degree of connectivity or availability will be attained in connection with your use of Watershed’s network (or the Internet). We provide to members, to the best of our ability, an Internet connection that supports regular business activity such as web browsing, the ability to send and receive electronic communications and access to business applications; however, the service is shared with Watershed and Other Users.

9. Disclosure

Watershed reserves the right at all times to disclose any information about you, your participation in and use of the Services as Watershed 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, in whole or in part, in Watershed’s sole discretion.

10. Confidentiality


You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by or related to Watershed and its business, or the businesses of any participant or user of the Services or any employee, affiliate, or agent thereof, that is non-public, confidential or proprietary in nature.


Confidential Information also includes, without limitation, information about business, sales, operations, know-how, 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 Watershed, any analyses, compilations, studies or other documents prepared by Watershed or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential.


You will not attempt to access any such Confidential Information and, if you come into possession of any such information, you will not retain such information or disclose such information to any other person unless required to do so by law or court order and you will not use such information for any purpose whatsoever, including without limitation any purpose that may in any way be detrimental to Watershed or any Other User. You will be responsible for any breach of these confidentiality obligations by your employees, contractors, agents and invitees to the Center.


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


maintain all Confidential Information in strict confidence;


not to disclose Confidential Information to any third parties;


not to use the Confidential Information in any way directly or indirectly detrimental to Watershed or any participant or user of the Services.


All Confidential Information remains the sole and exclusive property of Watershed or the respective disclosing party. You acknowledge and agree that nothing in this Agreement 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 or proprietary rights of Watershed or any participant or user of the Services.

11. 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 Watershed 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.

12. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Watershed 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, any (if any) warranties, duties or conditions of or related 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.

13. Exclusion of Incidental, Consequential and Certain Other Damages

To the maximum extent permitted by applicable law, in no event shall Watershed 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 or 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 Watershed, and even if Watershed has been advised of the possibility of such damages.

14. Limitation of Liability

To the fullest extent permitted by applicable law, the Watershed disclaims any and all liability, including express or implied warranties as to fitness for a particular purpose, with respect to the Services. Watershed is not liable to the Member or any of the Member’s employees, contractors, agents or invitees to the Center in respect of any loss or damage the Member suffers in connection with this Agreement, the Services or the Member’s use of the Center, including without limitation resulting from theft or misappropriation of property, mechanical breakdown, strike or termination of Watershed’s leasehold interest in the premises in which the Center is located. If notwithstanding the foregoing limitation Watershed is determined to be liable under this Agreement, under no circumstances will Watershed be liable for losses or damages, howsoever caused, in excess of the total amount of Fees paid by the Member under this Agreement. Further, under no circumstances will Watershed be liable for punitive, special, incidental, consequential or indirect losses or damages, howsoever caused, including loss of profits or anticipated savings or loss of data, even if Watershed has been advised of the possibility of such losses or damages.

15. Termination

Watershed reserves the right to terminate any Service at any time. Watershed further reserves the right to terminate your participation in and use of any Services, immediately and without notice, should you fail to comply with the Agreement.

Should you wish to terminate your membership at The Watershed, you must provide notice on the first of the previous month to your next renewal date to [**] (, or you will be subject to a cancellation fee of the full cost of one (1) month of your membership.

16. Indemnification

You release, and hereby agree to indemnify, defend and save harmless Watershed and Watershed’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, representatives, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties suffered or incurred by any such indemnified parties as a direct or indirect result of any negligent actions, errors and omissions, willful misconduct and fraud by you or any of your directors, officers, employees, contractors, agents or invitees in connection in connection with the participation in or use of the Services, including without limitation any breach of this Agreement, except only to the extent such losses, damages, claims or expenses arising from the gross negligence or willful misconduct on the part of Watershed or the party claiming indemnification hereunder. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Watershed or its respective officers and agents in connection with the defense of such claim or lawsuit.

17. Severability

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

18. Insurance

You are not covered by our insurance. We strongly recommend that you secure comprehensive property and liability insurance prior to commencing operations at the Center.

19. Payment


Fees for Standard Services are invoiced monthly in advance and are automatically renewed and due on the first day of each month. Fees for Standard Services are subject to proportionate adjustment for any invoice period of less than one month, such as for the first month of sign up.


Fees for User Pay Services, such as additional booking credits, booked by the Member are invoiced monthly in respect of User Pay Services booked during the previous month (whether used or not) and payable within 10 calendar days of receipt of invoice.


All fees are non-transferrable.


We will issue invoices for Fees by hand, electronically or by mail and you will pay invoices by pre-authorized credit card or electronic funds transfer unless we approve another form of payment.


Watershed reserves the right to charge late fees and/or withhold services if payments are not received on time. An interest of 24% per annum compounded monthly may be charged on all overdue balances. We reserve the right to withhold Services (including without limitation, denying access to the Center) while you are in breach of your payment or other obligations under this Agreement.


On 30 calendar days’ advance written notice to you, we may increase the Fees payable under this Agreement for the Services.


All User Pay Services are subject to availability and booked on a first-come, first-served basis. We will not refund any Fees paid in advance, including if this Agreement is terminated prior to the end of the period for which Fees are paid, or for booked User Pay Services.


Booking credits are non-transferable and must be used in the month in which they are purchased. Unused credits may not be carried forward into the next month.

20. Force Majeure

Watershed shall have no liability under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, disease or quarantine restrictions compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or subcontractors.

21. Governing Law

This agreement is governed by and will be interpreted and enforced in accordance with the laws of the Province of British Columbia. Any unresolved disputes between the parties arising out of or in connection with this Agreement or the breach of any term hereof shall be finally determined by final and binding arbitration before a single arbitrator pursuant to the *Arbitration Act* of British Columbia at an arbitration proceeding conducted in English in Victoria, British Columbia. The Member must pay any reasonable costs, including legal fees, incurred by Watershed to enforce this Agreement. If all or part of any provision of these terms and conditions is held void or unenforceable under applicable law, that provision or the unenforceable part of that provision will be severed from this Agreement and the other provisions shall remain in force unaffected thereby.


The Customer has indicated the acceptance of this Agreement by Signing up to the Services.

Schedule A

Center Rules

**Use of Services at the Center:**

The Member may only conduct business in the areas designated by Watershed for purposes of this Agreement and shall not conduct business in or obstruct hallways, stairways, elevators or the reception areas. The Member shall not leave open any corridor doors, exit doors or door connecting corridors during or after business hours. The Member will not abuse, misuse or damage the Center or any of the facilities in the Center and will keep all areas of the Center used by the Member tidy and free from rubbish. The Member’s employees, contractors, agents and other invitees shall conduct themselves in a business-like manner; shall keep the noise to a level so as not to interfere with or annoy Other Users and the Member will abide by directives issued by Watershed from time to time regarding the use of common areas. No part of the Center may be used for overnight accommodation. No hazardous, flammable or offensive smelling materials may be brought into the Center. Except with the prior written approval of Watershed, the Member will not permit animals to be brought into the Center other than assistance animals. In addition to complying with applicable laws, the Member will not carry on or permit any employee, contractor or invitee to the Center to carry on any activity that is not compatible with the use of the Center as office space, including without limitation, the following:

1. Manufacturing, retail sales or services business or storage of goods or merchandise;

2. Smoking of any type (i.e. nicotine or electronic or any other form);

3. Canvassing or soliciting, including soliciting Other Users for any business or other purposes;

4. Engaging in, promoting or facilitating contests, pyramid schemes, chain letters, junk email, spamming or distributing duplicative or unsolicited messages (commercial or otherwise);

5. Defamatory, abusive, harassing, discriminatory, stalking or threatening activities or activities that otherwise violate the privacy or other legal rights of others;

6. Publishing, posting, uploading, downloading, distributing or disseminating any inappropriate, profane, defamatory, obscene, indecent or unlawful material or information;

7. Uploading, downloading, distributing, making available, copying or otherwise using any material or information, including images, photographs and software, in any manner that may infringe any copyright, trademark, patent, trade secret or other proprietary rights of, or confidentiality obligations owed to, any other person;

8. Uploading, downloading or distributing files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other destructive or monitoring capabilities that may damage or monitor computers or other devices or property of any other person;

9. Without limiting (9), violating the security of networks, services or other systems, including hacking, cracking into, monitoring, password mining or using systems without authorization, conducting denial of service attacks, and distributing viruses or other harmful software.

10. Restricting or inhibiting any other user from using and enjoying the Services;

11. Violating any code of conduct of other guidelines which may be applicable for any particular Service;

12. Harvesting or otherwise collecting information about others, including email addresses, without the authorization or consent of the disclosing party;

13. Violating any applicable laws or regulations; and

14. Creating a false identity for the purpose of misleading others.

Watershed reserves the right to suspend the Member’s access to the Center or any Services or disconnect the Member’s equipment and Internet connection upon detection or notification from a recognized Internet authority or ISP of any such prohibited activities or if Watershed concludes that the Member’s hardware, software or equipment does or may pose a risk to the security or functioning of Watershed’s or any Other User’s equipment or network.

**Keys and security:**

Any keys or entry cards which Watershed lets the Member use remain the property of Watershed at all times. The Member must not make any copies of the keys and/or entry cards or allow anyone else to use them without our consent. Any loss must be reported to Watershed immediately and any replacement costs for keys or cards and changing of locks will be the responsibility of the Member. If the Member uses the Center outside normal business hours it is the Member’s responsibility to lock the doors to their space, if applicable, and to the Center upon leaving to ensure the Center is secure for all Members.


Electricity shall be used for ordinary lighting, powering personal computers and mobile electronic devices only unless Watershed consents in writing to other uses. If the Member requires any special installation or wiring for electrical use, telephone equipment or otherwise, such installation will be done only with the written consent of Watershed and entirely at the Member’s expense.


Access to the Center and Internet access will be available during and after business hours, subject in the case of Internet to downtime for interruptions and maintenance, the occurrence and timing of which are beyond the control of Watershed. Other Services will be

available during regular business hours from 8:30 am until 5:00 pm, excluding weekend and holidays. Despite this, we or the landlord for the Center may deny access to the Center to any person whom they or we believe may not be authorized to enter the building or the Center.

Schedule B

**Services and Fees**

**Standard Services included with all monthly Memberships (not including Basic Memberships at \$10/month + tax):**

- Access to high-speed internet at the Centre

- Access to bookable meeting rooms with the use of booking credits (extra cost) or other applicable usage fees

**Member Plus (\$50 / month, plus tax)**

- Invitations to member-related events held in the space

- Access 1 day per calendar month to workspace during regular operating hours

- 2 booking credits per month to be used toward the booking of meeting rooms

- Member rates for additional meeting space bookings

**24-Hour Hot Desk (\$300/month, plus tax)**

- 24/7 access to space

- 8 booking credits per month to be used toward the booking of meeting rooms

- Member rates for additional meeting space bookings

- Access to all programming (there may be an additional cost for specific events)

- Access to storage lockers, subject to availability

**Permanent Desk (\$4750/month, plus tax)**

- Access to a dedicated desk spot for your exclusive use

- 24/7 access to space

- 10 booking credits per month to be used towards the booking of meeting rooms

- Member rates for additional meeting space bookings

- Access to drop-in rentals for the Design Centre

- Use of mailing address

- Bike storage and shower facilities

- Access to all programming (there may be an additional cost for specific events)

- Access to storage lockers, subject to availability

**Private Offices - Small Office, Mid-Size Office, Large Office (\$1500 - $2500/month, plus tax)**

- Access to a dedicated desk for your exclusive use

- 24/7 access to space

- 10 booking credits per month to be used towards the booking of meeting rooms

- Member rates for additional meeting space bookings

- Access to drop-in rentals for the Design Centre

- Use of mailing address

- Access to all programming (there may be an additional cost for specific events)

- Access to storage lockers, subject to availability

**Regular operating hours: Monday - Friday, 8:30AM - 5:00PM, excluding statutory holidays**

Facilities for User Pay Services are subject to availability and booked on a first-come, first-served basis. The Member will be invoiced for all booked User Pay Services, whether used or not. All fees are subject to change upon 30 calendar days’ written notice to Members.