Member Terms & Conditions

Please refer to the Membership Form for facility (“Facility”) and membership details (“Membership”).

By renting an office at THE STUDIO you are entering an agreement with Innovation Studio LLC, a non-profit organization of the Commonwealth of Massachusetts. In consideration of the terms and conditions listed below, the parties agree as follows:

FACILITY. The premises occupied by The Studio by Innovation Studio (“The Studio”) at 155 Seaport Blvd. 3rd Fl, Boston MA, in which Innovation Studio plans to offer offices, workstations, other workspaces, and/or other services to Members. 

MEMBER COMPANY. A company, entity, or individual that enters into a Membership Agreement with Innovation Studio for an office membership at The Studio

MEMBER. Each person you authorize on your Member List as being allowed to use your Office Space and receive the Services (defined below) or other benefits of your Studio Membership.

PRIMARY MEMBER. The Primary Member who is named as the authorized contact for the Member company.

OFFICE SPACE. The office number and/or workspace location(s) specified on the Membership Form.

START DATE AND TERM. Commencement and duration of the membership as detailed on the Membership Form.  

MEMBERSHIP FEE. The amount paid to Innovation Studio LLC at the time of membership. 

OCCUPANCY. Occupancy of the Facility will be limited to the number of persons set forth by Innovation Studio LLC and in compliance with legal occupancy limits.  Legal occupancy of the Facility may not be exceeded under any circumstances. 

SECTION 1. MEMBERSHIP DETAILS

a.) SERVICES. Subject to the terms and conditions of this agreement, including any attachments, updates, or amendments (collectively, the “Agreement”) during the Term (defined below), Innovation Studio will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described below. These services are referred to in this Agreement as the “Services.”

• • Non-exclusive access to the Facility and Designated Office Space.
  • Regular maintenance of the Office Space, consistent with the maintenance provided to similar workspaces in the Facility, and with consideration for normal wear and tear.
  • Standard office furnishings, to include up to two desks, two chairs and two filing cabinets per office. Additional desks, chairs and cabinets can be rented at an additional monthly rate. 
  • Access to and use of the The Studio membership platform. 
  • Access to and use of the shared Internet connection.
  • Use of the printers, copiers and/or scanners made publicly available in the Facility.
  • Use of the Meeting Rooms in The Studio during Regular Business Hours on Regular Business Days, subject to availability and your prior reservation of such Meeting Rooms, as outlined on the Membership Form. 
  • Discounted Rates for the reservation and use of the Conference and Event Spaces, as outlined on the Membership Form.
  • Heat and air-conditioning in the Office Space during Regular Business Hours on Regular Business Days.
  • Opportunity to participate in Innovation Studio events, benefits and promotions.

b.) MEMBERS. Each Office Membership will be allotted up to four (six for corner offices) members. Two (2) additional Members can be added to the membership for an additional monthly fee. All members are required to be registered by the Membership Company’s Primary Member. Only those individuals set forth on the Members List will be deemed to be “Members” and entitled to the benefits described in this Agreement. For members exceeding the limits outlined above, the rental of additional office space will be required.

c.) BUSINESS HOURS/DAYS. “Regular Business Hours” are generally from 8:00 a.m. to 6:00 p.m. Monday through Friday, with the exception of days prior to local bank/government holidays when Regular Business Hours will end at 2:00pm.

d.) RESERVED RIGHTS. We are entitled to access your Office Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture contained in your Office Space. We reserve the right to alter your Office Space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned Office Space or related amenities. Care will be taken to safeguard Member’s personal property in the Office Space.

e.) TIMELY AVAILABILITY. If we are unable to make the Office Space available by the Start Date, for any reason, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, you will not be obligated to make payments of the Membership Fee until the Office Space is made available to you.

SECTION 2. MEMBERSHIP FEES AND PAYMENTS

a.) PAYMENT. Payment for the first month is due upon submitting a signed and completed Agreement. The membership fee is outlined on the Membership Form.  

b.) MEMBERSHIP FEE. Membership at The Studio is offered on a month-to-month basis with an renewal every thirty (30) days from the commencement of your agreement. During the Term (defined below) of this Agreement, we will process payment for your Membership Fee and any other then-outstanding fees, in advance, monthly and no later than the fifth (5th) business day of each month. You shall be responsible for having the necessary funds available in your payment account as of the first (1st) day of the month. The Membership Fee set forth on the Membership Form covers the Services for only the number of Members indicated in the Membership Form. Additional Members will result in an additional fee as indicated in the Membership Form.

c.) INVOICES. Innovation Studio will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details form. Change of the Billing Contact will require notice from the Primary Member in accordance with this Agreement.

d.) LATE FEES. If payment for the Membership Fee or any other accrued and outstanding fee is not made within ten (10) days of the date in which payment is due, you will be responsible for paying the then-current late charge. 

e.) FORM OF PAYMENT. We accept payment of all amounts specified in this Agreement by direct withdrawal from your bank account or credit card. If you elect to pay via direct withdrawal from your bank account, you are required to maintain sufficient money in your account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If you elect to pay via credit card, you are required to inform us promptly of any changes to your credit card information and must ensure that you replace such credit card and update the relevant information prior to its expiration date.. Only a single checking, savings or credit card account may be kept on file for purposes of Fee payments under this Agreement. Any charges for returned payments or insufficient funds will be billed with an additional 25% administrative fee to the Member. An alternate payment method will be required if payment from any method fails on two occasions. 

f.) OUTSTANDING FEES. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement.

 g.) REFUNDS. Except as provided in Section 3 of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.

SECTION 3. TERM & TERMINATION

a.) TERM. This Agreement will be effective when signed by both parties (“Effective Date”) and the first month’s Membership Fee has been made. Unless otherwise set forth on the Membership Form, 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.” If no Commitment Term is indicated on your Membership Form, the default Commitment Term shall commence on the Start Date and end one (1) month after the Start Date. This Agreement will continue until terminated in accordance with this Agreement.

b.) CANCELLATION. Cancellation of your Membership shall be made seven (7) days prior to the upcoming renewal date detailed on your Membership Form. 

c.) TERMINATION OR SUSPENSION. Innovation Studio may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of this Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement After termination or expiration of this Agreement, we will return any balance. 

d.) REMOVAL OF PROPERTY. 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 Office Space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space or Premises 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.

e.) AGREEMENT TERMINATION DATE. The Studio,’ located at 155 Seaport Blvd., is a short-term Facility of Innovation Studio and will not be available for long-term use. Therefore, all Memberships will be terminated effective September 1, 2025. Members will be provided a complimentary transition time and shall vacate the Facility and premises no later than September 10, 2025. 

SECTION 4. FACILITY USAGE 

In addition to any rules, policies and/or procedures that are specific to your Office Space, outlined in the Membership Form:

a.) You acknowledge and agree that:

• • Keys, key cards and other such items used to gain physical access to the Facility or the Office 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.
  • You shall promptly notify us of any change to your contact and payment information.
  • We will provide notice to you of any changes to services, fees, or other updates by emailing the email address(es) provided by you. 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. Carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion.
  • For security reasons, we may, but have no obligation to, regularly record certain areas in the Facility via video.
  • We may disclose information about you or your Members as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary for the protection of us, other Member Companies or other Members.
  • You and your Members will abide by other rules and regulations as determined by us and communicated to you, including by email. We may add, delete or amend the rules and regulations at our reasonable discretion and with notice to you, provided that neither the enforcement of such rules nor the additions, deletions or amendments of such rules shall be discriminatory—that is, such rules or additions will be similarly apply to all other Members and Member Companies with Office Space in the Premises receiving similar services.
  • All of your Members are at least 18 years of age.
  • You shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members who are younger than the legal age for consuming alcohol in the applicable jurisdiction.
  • Your Office Space has a limited capacity. If the number of Members or other individuals regularly using your Office Space exceeds the number allocated on your Membership Form, you will be required to pay the then current additional fee. In no event will the number of Members exceed 1.5 times the number of desks in the Office Space, regardless of additional fees paid. We reserve the right to further limit the number of Members allowed at any point.
  • Common spaces are to be enjoyed by all our Member Companies, Members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work.
  • You will provide us with reasonable notice of, complete all required paperwork, and pay any related Fees prior to hosting any event at the Premises.
  • You may not make any alterations and/or installations of additional design elements and furniture in the Office Space without prior consultation and approval by us. In the event that any alterations and/or installations are made, you shall also be responsible for the full cost and expense of the removal of any such items and any restoration necessitated by any such alterations. Prior to any such alteration, installation or removal you shall coordinate with the Innovation Studio manager at the Premises to discuss the appropriate time, manner and means for our facilities team to perform such alteration, installation or removal, at no time shall you or any of your Members perform any alteration, installation or removal yourself.
  • You have no expectation of privacy or security with respect to Innovation Studio’s Internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those systems may be monitored at any time without notice, including for security reasons and to ensure compliance with Innovation Studio’s policies, regardless of whether such activity occurs on equipment owned by you or Innovation Studio.
  • You and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. 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 grant us permission to use your name, trademark and/or logo to identify you as a Member of Innovation Studio, alongside those of other Members, on a public-facing “Membership” display on our www.innovationstudio.org website. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use.
  • You are responsible for your members and guests. 

b.) No member will:

• • Perform any activity that is reasonably likely to be disruptive or dangerous to us or any other Member Companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises.
  • Use the Services to conduct or pursue any illegal activities.
  • Use the Services to conduct any activity that is generally regarded as offensive.
  • Attach or affix any items to the walls or make any other alterations to the Office Space, or install antennas or telecommunication lines or devices in the Office Space or the Premises or bring any additional furniture into the Office Space or the Premises, in each case without our prior written consent.
  • Take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation 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.
  • Use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public.
  • Make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance.
  • Install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance.
  • Allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps specified in your Membership Form. 

 

SECTION 5. TERMS & CONDITIONS

a.) TECHNOLOGY RELEASE. Member understands that it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. At a Member’s request, an Innovation Studio employee or a service provider, may help troubleshoot problems a Member may have with the software. Regarding the foregoing, you agree that Innovation Studio and our affiliates:

• • Are not responsible for any damage to any Member’s computer, tablet, mobile device or other electronic equipment, or otherwise to Member’s system, related to such technical support or downloading and installation of any software.
  • Do not assume any liability or warranty in the event that any manufacturer warranties are voided.
  • Do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

 

b.) WAIVER OF CLAIMS. To the extent permitted by law, Members, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against Innovation Studio LLC and our landlords at the Facility and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents, board members, and other Members (collectively “Innovation Studio LLC Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property or person.

c.) LIMITATION OF LIABILITY. The aggregate monetary liability of any of the Innovation Studio LLC Parties to Member or its 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 Innovation Studio LLC under this Agreement in the one (1) month prior to the claim arising. None of the Innovation Studio LLC 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. Member acknowledges and agrees that you may not commence any action or proceeding against any of the  Innovation Studio LLC Parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within six (6) months of the cause of action’s accrual.

d.) INDEMNIFICATION. Member will indemnify the Innovation Studio LLC Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your or their guests, invitees, or any of your or their actions or omissions. You are responsible for the actions of, and all damages caused by, all persons that you, your Members or your or their guests invite to enter the Facility. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Innovation Studio LLC Parties without our written consent. None of the Innovation Studio LLC Parties shall be liable for any settlement made without its prior written consent.

e.) INSURANCE. It is recommended that Members, at their sole cost and expense, procure and maintain general liability insurance. Members are responsible for property loss and damage, injury to yourselves, your employees and your guests and the prevention of or denial of use of or access to, all or part of the Facility, in form and amount appropriate to your business. 

f.) PETS. Pets are not permitted in any Innovation Studio LLC Facility. A Member who requires the help of a Service Animal (defined by ADA 28 CFR 36.104 as “any [animal] that is individually trained to do work or perform tasks for the benefit of an individual with a disability”) will be permitted to bring a Service Animal to the Facility, provided that the animal’s presence does not create a danger to others and does not impose an undue hardship upon Innovation Studio LLC Parties. Requirements for Service Animals must be communicated prior to the start of the Membership or prior to a visit to the Facility by a Member’s guest, and the following conditions must be met for permission to have the Service Animal’s presence in the Facility:

• • Copies of the Service Animal’s license, vaccination, and identification tags must be provided to Innovation Studio LLC.
  • The Service Animal must be under the direct physical control of the Member or owner at all times.
  • The Member or owner will care for the Service Animal in a responsible way that ensures the safety of those in the Facility, as well as the safety of the Service Animal.
  • Member or owner will ensure that the Service Animal relieves itself outside and will clean up after the Service Animal and dispose of its waste properly. Member or owner  will also ensure that the Service Animal is clean, groomed, and in a healthy condition.
  • If the Service Animal creates a disturbance, poses a health or safety risk to others who are exposed to it, or interrupts the regular business of others, it must be immediately removed.
  • As permitted by law, the Member and owner has sole financial and legal responsibility for any injury, damage, or other harm caused by a Service Animal. Member further agrees to release, indemnify, and hold harmless the Innovation Studio LLC Parties in connection with the Member, employees, agents, guests or invitees requirement of a Service Animal within the Facility.

g.) OTHER MEMBERS. Innovation Studio LLC does not control and are not responsible for the actions of other Members, or any other third parties. If a dispute arises between Members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

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SECTION 6. MISCELLANEOUS

a.) GOVERNING LAW AND JURISDICTION. This Agreement shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflicts of laws thereof.

b.) NATURE OF THE AGREEMENT; RELATIONSHIP OF THE PARTIES. The whole of the Facility remains in our possession and control. Innovation Studio LLC is providing you the right to share with us the use of the Facility 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 Premises, the Facility or anything contained in or on the Premises or Facility. 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.

c.) UPDATES TO THIS AGREEMENT. With respect to this Agreement, we may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement by the continued use of the Facility or Services beyond the time of notification and continued use will constitute acceptance of the new terms.

d.) WAIVER. 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.

e.) SUBORDINATION. This Agreement is subject and subordinate to our lease with our Landlord of the Facility and to any supplemental documentation and to any other agreements to which our lease with such Landlord is subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property. Innovation Studio LLC 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 Innovation Studio LLC’s reasonable control, including without limitation any conditions under the control of our Landlord at the applicable Facility.

f.) Extraordinary Events. Innovation Studio 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 Innovation Studio’s reasonable control. 

g.) Notices. 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 addresses specified on the Membership Form, except as otherwise provided in this Agreement.  Notices will be sent to the Primary Member. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and Innovation Studio should be sent by your Primary Member. 

h.) ASSIGNMENT. 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.

i.) ENTIRE AGREEMENT. This Agreement, including the Membership Form, 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.