LifestyleDAO Terms of Service

LifestyleDAO (Membership Tokens) are intended as membership access token items for individual enjoyment only, not for investment vehicles or multi-person use.

This Terms of Sale, Use and Membership Agreement (“Agreement”) is entered into this date of purchase, between (“Purchaser”) and LifestyleDAO, LLC, an active Delaware limited liability company (“Company”).

WHEREAS, Company operates a lifestyle club utilizing cryptographically secure blockchain organization management tools to automate and improve transparency around certain aspects of organizational governance of the club’s business, commonly known as a “decentralized autonomous organization” or a “DAO;”

WHEREAS, Company on or about January 15, 2023, is offering for sale a digital collectible known as a Lifestyle Membership Token (“the Membership Token”).

WHEREAS, this Agreement shall govern Company and Purchaser and Purchaser’s rights with its Lifestyle Membership Token.

1.No Promise or Guarantee of DAO. The purchase of the Membership Token is a transaction in goods and not a promise to provide, or a guarantee of receipt of, future services from Company, although Company will make reasonable efforts to ensure that a DAO comes into existence which allows Purchaser to unlock expanded functionality associated with the Membership Token. Right to membership in the lifestyle club is subject to club rules, the terms of which are determined if and when the club comes into existence in coordination with the DAO.

2.No Future Rights; No Guarantee of Future Performance. Purchaser understands and agrees that purchase of the Membership Token does not grant he/she/it any rights and carries with it no guarantee of future performance of any kind by Company. Purchaser is not entitled, as a holder of the Membership Token, to vote or receive dividends or profits or be deemed the holder of shares or a membership interest in Company by virtue of ownership of the Membership Token, nor will anything contained herein be construed as granting any rights in the Company whatsoever. The Company may, in the future, offer holders of the Membership Token the opportunity to participate in massively open online governance via DAO. Purchaser agrees that the functionality of any DAO established by the Company will be determined by the Company in its sole and absolute discretion.

3.Assumption of Risk. Purchaser understands and agrees that the development of the Company’s business is a significantly risky venture and Purchaser acknowledges and assumes the risk that the Company may not be able to complete, substantially or in part, the membership services, or any other aspect of its operations and furthermore that a significant proportion of the funds generated by the Membership Token drop are expected to be retained by the Company for any lawful business purpose. YOUR PURCHASE OF THE MEMBERSHIP TOKEN COULD TO THE COMPLETE LOSS OF YOUR MONEY AND NO PAYMENTS WILL BE RETURNED. THE MEMBERSHIP TOKEN IS CREATED AND DELIVERED TO PURCHASEER AT THE SOLE RISK TO PURCHASER AND ON AN “AS-IS” BASIS. PURCHASER HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES MADE BY COMPANY OR ANY OTHER PERSON OUTSIDE OF THE CONTEXT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CONVERSATIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO WHETEHR SUCH STATEMENTS ARE MADE THROUGH ORAL OR EELCTRONIC COMMUNICATION, OR ANY WHITE PAPER, SOCIAL MEDIA POST OR WEBSITE. PURCHASER FURTHER UNDERSTANDS AND AGREES THAT THE MEMBERSHIP TOKEN IS NOT A SECURITY, AND THAT PURCHASER IS SPECIFICALLY ADVISED THAT THE MEMBERSHIP TOKEN IS FOR ENTERTAINMENT AND INDIVIDUAL USE ONLY. THERE IS NO GUARANTEEE THAT THE MEMBERSHIP TOKEN WILL INCREASE IN VALUE. IN FACT, PURCHASER IS SPECIFICALLY INFORMED THAT THE PURCHASE OF THE MEMBERSHIP TOKEN IS HIGHLY RISKY, AND THAT THE BUSINEESS OF THE COMPANY IS VOLATILE WITH HIGH RISK ASSOCIATED THEREWITH. THE MEMBERSHIP TOKEN IS FOR INDIVIDUAL AND ENTERTAINMENT PURPOSES ONLY, IT SHOULD NOT BE PURCHASED AS AN INVESTMENT OR WITH THE INTENT TO SELL FOR A PROFIT.

4.Choice of Law; Arbitration Provision. IN CONSIDERATION OF THE PURCHASE OF THE MEMBERSHIP TOKEN, PURCHASER AND COMPANY AGREE TO ARBITRATE ALL DISPUTES BETWEEEN THE PARTIES, INCLUDING BUT NOT LIMITED TO, ALL DISPUTES RELATED TO THIS AGREEMENT, ALL DISPUTES RELATED TO THE PURCHASE AND SALE OF THE MEMBERSHIP TOKEN, ANY AND ALL CLASS ACTION CLAIMS. THE PARTIES AGREE THAT ANY AND ALL CONTROVERSIES, INDIVIDUAL CLAIMS, CLASS CLAIMS OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, MEMBER, OFFICER, DIRECTOR, OR SHAREHOLDER OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROM THE PURCHASE OF THE MEMBERSHIP TOKEN, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION PROVISIONS SET FORTH IN THE FEDERAL ARBITRATION ACT AND PURSUANT TO NEW YORK LAW. THE PARTIES UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE APPLIES TO ANY AND ALL DISPTES THAT THE PARTIES HAVE OR MAY HAVE IN THE FUTURE FOR ANY AND ALL MATTERS, INCLUSONG ALL TORT CLAIMS, STATUTORY CLAIMS OR ANY OTHER CLAIMS.

Procedure. THE PARTIES AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”), WHICH ARE AVAILABLE AT http://www.jamsadr.com. THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, APPLYING THE STANDARDS SET FORTH UNDER THE FEDERAL RULES OF CIVIL PROCEDURE. THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND TTHE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY. THE DECREE OR AWARD RENDERED BY THE ARBITRATOR SHALL BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH SUBSTANTIVE NEW YORK LAW, THE FEDERAL RULES OF CIVIL PROCEDURE AND THE FEDERAL RULES OF EVIDENCE. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN NEW YORK, NEW YORK.

Remedy. EXCEPT AS PROVIDED BY THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN PURCHASER AND THE COMPANY.

5.Waiver. Without prejudice to any other provision of this Agreement, Purchaser acknowledges and agrees that, except in the case of Company’s fraud or willful default, and except as otherwise required by any non-waivable provision of applicable law, Company shall not be liable in any manner whatsoever to Purchaser or any other person for losses or damages of any kind, whether arising in contract, tort, or otherwise, arising from the sale of the Membership Tokens to any person. Additionally, Purchaser understands and agrees that Company is not responsible for the actions of any third-parties utilized by Purchaser as part of Purchaser’s use of the Membership Token.

6.All Sales Final/For Entertainment and Individual Enjoyment Only, Not for Investment. THIS IS NOT AN INVESTMENT. THIS PRODUCT IS NOT DESIGNED TO BE FOR INVESTMENT PURPOSES. THE MEMBERSHIP TOKEN IS NOT MEANT TO BE RE-SOLD AND IS NOT DESIGNED TO INCREASE IN VALUE. THE MEMBERSHIP TOKEN IS A MEMBERSHIP ACCESS TOKEN ITEM FOR INDIVIDUAL ENJOYMENT ONLY. PURCHASER UNDERSTANDS THAT THEY ARE BUYING A MEMBERSHIP AND THE MEMBERSHIP TOKEN IS EVIDENCE OF THEIR MEMBERSHIP, NOTHING MORE. ALL PURCHASES ARE FINAL AND PURCHASER UNDERSTANDS THAT SALE OF THE MEMBERSHIP TOKEN/MEMBERSHIP IS STRICTLY PROHIBITED ABSENT APPROVAL FROM THE COMPANY, WHICH MAY BE WITHHELD BY THE COMPANY FOR ANY REASON OR NO REASON. THE MEMBERSHIP IS FOR ENTERTAINMENT AND ENJOYMENT PURPOSES.

TERMS OF MEMBERSHIP

7.Authority and Agreement to be Bound. By purchasing the Membership Token, Purchaser is agreeing to Membership in Company’s Lifestyle Club (“the Service”) wherein Purchaser may access certain services provided to Purchaser by either Company or certain Third-Party Service Providers selected by Company from time to time. By accepting this Agreement, or by accessing or using the Service, Purchaser represents that he/she is at least 18 years old and has the legal capacity to be bound by this Agreement; that all registration information he/she submits is truthful and accurate; and if Purchaser is accepting this Agreement on behalf of a company or another legal entity, he/she has the authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to the entity.

8.Privacy Policy. Access and use of the Service is subject to the Company’s Privacy Policy available at Legal.lifestyledao.io/privacy and such policy is incorporated fully herein by reference. Company’s Privacy Policy is subject to change at any time at the sole and complete discretion of Company.

9.Right to Amend. Company reserves the right to update and/or amend this Agreement at any time, in its sole and absolute discretion, and will notify Purchaser of such updates either via email or by posting such changes on our Site, or such other reasonable means. Company reserves the right to suspend and/expel Purchaser for violation of the terms of this Agreement which determination is made in the sole and absolute discretion of the Company.

10.The Services. The Service shall consist of access to our Membership Portal Site and the platform contained therein in which we make certain access, perks, incentives, and discounts to venues, products, and services (the "Incentives") offered by a wide range of participating merchants and vendors ("Vendors") available to you (the "Service"). Subject to and conditioned on your compliance with the terms of this Agreement, you shall have a non-exclusive, non-transferable, non-sublicensable, limited right, during the Term to access and use the Service.

11.Use of the Service/Sale and Trading Prohibited.

The Buying/Selling/Trading of this Membership is strictly prohibited, including but not limited to privately or on sites such as OpenSea, Rarible, and the like. All valid memberships must be purchased directly from Company, its minting services, and/or marketplace Purchaser agrees that he/she/it will not (and will not permit or encourage any Users or other third party to) directly or indirectly:

(a)Use the Service in any manner or for any purpose other than as permitted by this Agreement;

(b)Use the Service in violation of any federal, state, local, or international laws or regulations;

(c)Reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Service, use of the Service, or access to the Service without our prior written consent;

(d)Use the Service to store or transmit malicious code, viruses, Trojan horses, or worms of a destructive nature or that may damage or harm the Site, Service, and/or our computer systems;

(e)Attempt to gain unauthorized access to the Service or to another User’s account or any related systems or networks;

(f)Take screenshots or videos of the Site and/or Service in order to share the information with one of our competitors or a company seeking to create and/or offer services similar to the Service; and

(g)pay all membership fees and service fees upon the time due, and Company reserves right to suspend or deactivate membership for such violation.

12.Notice of Unauthorized Use. Purchaser will immediately notify Company of any unauthorized use of his/her/its account or the Service that comes to his/her/its attention. In the event of any such unauthorized use, Purchaser will take all steps necessary to terminate such unauthorized use.

13.Changes and Updates to the Service. Purchaser understands and agrees that Company may change the Service as it refines and adds more features or content. Company reserves the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service, including any and all Incentives, at any time, with or without notice, in its sole and absolute discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. Company does not guarantee the availability of the Service and/or any of the Incentives or Discounts contained therein, and they are all subject to change at any time without notice.

14.User Account(s). To obtain access to the Service as a User, Purchaser is required to obtain a login to the Site, by completing a KYC application form providing his/her/its name, email address and other pertinent information. When registering as a User Purchaser must meet the conditions set forth in Section 7 above, including: (a) providing true, accurate, current and complete information as requested by the registration form for the Service, and (b) maintaining and promptly updating throughout the Term such information to keep it true, accurate, current and complete. Your User account login is personal to you and may not be shared or used by anyone else. However, subject to the terms of this Agreement, you may add or create separate logins for as many Users as you would like.

15.Payment Terms. Any Request made to Company and/or any of its partners, may incur a service fee. Purchaser agrees to apay any service fees charged by Company. Purchaser understands and agrees that the service fee amounts are unknown at the time of purchase. Additionally, Purchaser agrees to pay a yearly membership fee in the amount of $5,555. In the event Purchaser cancels a reservation booked through either Company or one of Company’s third-party providers, Purchaser agrees to pay a cancellation fee the amount of which is determined solely and exclusively by Company. Purchaser understands that Company may increase yearly membership dues at their sole discretion.

16.Cancellation and Termination. Purchaser can cancel their user account and use of the Services at any time. As per this Agreement, all sales of the Membership Token are final and there are no refunds. Upon termination of this Agreement or cancellation of account, all licenses and other rights granted to Purchaser hereunder will immediately terminate and Purchaser will lose access to and will cease all use of the Service (including all perks, incentives, discounts and other benefits offered through the Service). For avoidance of doubt, Purchaser understands and agrees that any Incentives that he/she/it obtained through the Service during the Term may not be used beyond the termination of this Agreement or cancellation of account. Additionally, Company, in its sole and absolute discretion, may terminate this Agreement if Purchaser violates any provision of this Agreement. Any cancellation and/or termination by either party also includes the cancellation and/or termination of the ability to sell the membership on/in the Company’s marketplace.

17.Third Party Linked Service and Content; No Liability for Transactions With Third-Party Service Providers. The Site, APIs, and Service may contain features and functionalities linking Purchaser or providing Purchaser with certain functionality and access to third party content, including but not limited to websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole. When Purchaser engages a third party’s website or service which is linked to the Site and/or Service, Purchaser is interacting with the third party and not with Company. Such linked websites are not under Company’s control and Company is not responsible for the contents of any linked website, or any link contained within a linked website, or any changes or updates to such websites maintained by third parties. All Incentives that Purchaser pursues, or other transactions Purchaser engages in using the Service are between Purchaser and the transacting party. Company is not an agent of any transacting party or third-party service provider, nor is Company a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between Purchaser and the applicable third-party. Company shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Purchaser and any such third-party. Purchaser should make whatever investigation he/she/it feels necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Purchaser is solely responsible for he/she/its dealings with any third party related to the Service, including the delivery of and payment for goods and services.

18.Proprietary Rights. Company owns and reserves all right, title and interest in and to the Service and our Site, including all intellectual property rights therein. Purchaser grants to Company and its contractors the right to use, modify, adapt, reproduce, distribute, display and disclose any information or data Purchaser transmits to the Service solely to the extent necessary to provide Purchaser with the Service or as otherwise permitted by this Agreement and Company’s Privacy Policy.

19.Trademarks. The Site and/or Service contain valuable trademarks owned and used by Company to distinguish the Site and Service from those of others. The Site and/or Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. Company does not claim ownership in, or any affiliation with, any third-party trademarks or service marks appearing on the Site and/or Service. Purchaser agrees not to use or display any trademarks he/she/it does not own without Company’s prior written consent or the consent of the owner of such mark.

20.Confidentiality. In connection with this Agreement, Purchaser may receive or have access to Confidential Information of Company. For purposes of this Agreement, "Confidential Information" means the terms of this Agreement, and all technical and non-technical information concerning or related to Company’s or its affiliates’ respective products, services, and general business operations, information of or concerning Company’s or its affiliates’ users or employees, and any and all data, information and materials related to any of the foregoing. Purchaser agrees that he/she/it shall not disclose Confidential Information to any third party, except to he/she/its employees who have a need to know and are bound by written confidentiality obligations no less restrictive than these. Confidential Information remains the sole and exclusive property of Company.

21.Warranties. COMPANY PROVIDES ITS SERVICE TO PURCHASER "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". PURCHASER AGREES THAT ANY USE OF AND RELIANCE UPON THE SERVICE (INCLUDING ANY AND ALL OF THE INFORMATION, CONTENT, AND/OR MATERIALS CONTAINED THEREIN, OR RESULTS OBTAINED THEREFROM) BY PURCHASER IS AT PURCHASER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, COMPANY DOES NOT WARRANT THAT ACCESS TO THE SERVICE OR SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE. COMPANY MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE VENDORS OR ADVERTISERS LISTED ON THE SITE. ACCORDINGLY, COMPANY IS NOT LIABLE TO PURCHASER FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. PURCHASER’S PURCHASE AND USE OF THE PERKS, DISCOUNTS, OR PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT PURCHASER’S OWN DISCRETION AND RISK.

22.Indemnification. Purchaser agrees to indemnify, defend, and hold Company (including its subsidiaries, Members, employees, agents, licensors, suppliers, officers, directors and third-party providers) harmless against all claims (including all associated costs, expenses, losses, liabilities, damages, fines, penalties and attorneys’ fees) from third parties, arising out of or related to: (a) Purchaser’s breach of these Terms, (b) Purchaser’s violation of any applicable laws, rules, or regulations in connection with the Service, or (c) Purchaser’s conduct.

23.Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY, OR ITS MEMBERS, OFFICERS, OR EMPLOYEES, BE LIABLE TO PURCHASER (OR ANY PARTY CLAIMING THROUGH YOU) FOR ANY LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANNY, AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND VENDORS MAXIMUM AGGREGATE LIABILITY TO PURCHASER FOR LOSSES OR DAMAGES THAT PURCHASER SUFFERS IN CONNECTION WITH THE SERVICE, SITE OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY PURCHASER TO COMPANY IN THE TWO MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

24.Miscellaneous Provisions.

24.1.Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the Service and the purchase of the Membership Token. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between the Parties relating to your use of the Service (including, without limitation, any prior versions of this Agreement).

24.2.No Waiver. Ay failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right or remedy in that or any other instance.

24.3.Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and that the remaining provisions shall remain in full force and effect.

24.4.Agreement Binding on Successors. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

24.5.Survival of Terms. After your subscription to the Service any and all terms of this Agreement that by their nature may survive termination of this Agreement shall be deemed to survive such termination.