Build Republic, Inc. (“Build Republic,” “we,” “us” or “our”) offers an online platform (“Platform”) that enables users (“Users”) to search for, reserve and use physical coworking workspaces (“Workspaces”) offered by third-party hosts (“Hosts”), among other services, such as residential bookings, lodging, hotels and travel (collectively, our “Service”).
Build Republic will utilize cryptographically secure blockchain organization management tools to automate and improve transparency around certain aspects of its network and community.
SALE OF MEMBERSHIP PASSPORT NFTS
We are offering for sale non-fungible tokens (“NFTs”), which may represent [access to] different levels of membership offered on our Platform (each a “Membership Passport NFT”). The Membership Passport NFTs provide holders with access to Host Workspaces around the world.
Lifetime Membership. The Founder’s Membership Passport NFTs (50/50) sold will provide each purchaser lifetime access to Workspaces that are a part of the Build Republic Platform (“Lifetime Membership”), which may be subject to modification at any time. Build Republic reserves its right to release additional Lifetime Memberships at any time in the future in its sole discretion.
Access Membership. Build Republic will be offering for sale access Membership Passport NFTs, which will unlock lifetime digital access in the Platform (“Access Membership”). Holders of the Access Membership will be required to purchase additional credits to access Workspaces in the Build Republic network, subject to the Build Republic Terms and Use.
The purchase of a Membership Passport NFT is a transaction in goods and not a promise to provide, or a guarantee of receipt of, future services from Build Republic or Hosts participating on the Platform.
For the avoidance of doubt, a Membership Passport is a license which provides limited access to a Host’s Workspace, subject to each third-party Host’s terms and conditions, and does not include any other existing product or Service offered by Build Republic, such as residential booking, lodging, travel, or other products or Services that may be available in the future.
These Terms of Sale include a release by you of all claims for damages against us that may arise out of your use of the Service. By accessing or using the Service, you are agreeing to this release.
IF YOU ARE A RESIDENT OF THE UNITED STATES OR ACCESS OR USE THE SERVICE IN THE UNITED STATES, BY ACCEPTING THESE TERMS, YOU ARE AGREEING TO THE ARBITRATION AGREEMENT (UNLESS YOU FOLLOW THE OPT-OUT PROCEDURE) AND CLASS ACTION WAIVER DESCRIBED IN THE SECTION TITLED “ARBITRATION” BELOW TO RESOLVE ANY DISPUTES WITH Build Republic.
Use of the Service and your right to membership associated with holding a Membership Passport NFT is subject to, without limitation (which are all incorporated herein by reference):
YOU UNDERSTAND AND AGREE THAT Build Republic IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND USERS, NOR IS Build Republic A REAL ESTATE BROKER, AGENT OR INSURER. Build Republic HAS NO CONTROL OVER THE CONDUCT OF HOSTS, GUESTS AND OTHER USERS OF THE SERVICE OR ANY SPACES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SALE, NO PORTION OF THE FEES WILL DEEMED TO BE COMPENSATION FOR ANYTHING OTHER THAN THE PROVISION OF THE SERVICE.
You understand and agree that the sale of Membership Passport NFTs grants you no rights and carries with it no guarantee of future performance of any kind by Build Republic. You are not entitled, as a holder of a Membership Passport NFT, to vote or receive dividends or profits or be deemed the holder of shares of Build Republic, any Host, or any other person by virtue of your ownership of a Membership Passport NFT, nor will anything contained herein be construed to construe on you any of the rights of a shareholder, partner, joint venturer, etc. or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights to purchase such shares of Build Republic.
Build Republic may in future offer holders of the Membership Passport NFTs, the opportunity to participate in governance via a decentralized autonomous organization (“DAO”). You agree that the functionality of any DAO established by Build Republic will be determined by us in our sole and absolute discretion.
You understand that the development of the Build Republic global network is subject to a number of contingencies and you acknowledge and assume the risk that Build Republic may not be able to complete, substantially or in part, the development of such network or any other aspect of its operations and furthermore that a significant proportion of the funds generated by the sale of the Membership Passports are expected to be retained by Build Republic for any lawful business purpose.
RISK DISCLOSURE; NO REPRESENTATIONS; DISCLAIMERS
Your purchase of a Membership Passport NFT could lead to the complete loss of your money, and no payments will be returned. Membership Passport NFTs will be created and delivered to any purchaser at the sole risk of the purchaser and on an “as-is” basis.
You hereby represent that you have not relied on any representations or warranties made by Build Republic or any other person outside of the context of these Terms of Sale, including but not limited to conversations of any kind, including but not limited to whether such statements are made through oral or electronic communication, social media post or website.
All purchases of Membership Passport NFT are final and nonrefundable.
Build Republic reserves its transfer an owner’s Membership Passport NFT if we decide to mint the NFTs on any Layer 1 protocol other than the Ethereum network at a future date. We will make all reasonable efforts to transfer any such existing Membership Passport NFTs to other protocols.
GOVERNING LAW; DISPUTE RESOLUTION; CLASS ACTION WAIVER
The sale of Membership Passport NFTs is governed by, and these Terms of Sale will be construed in accordance with Delaware law, without regard to conflict of laws principles.
All disputes with Build Republic by you or your successors or assigns directly or indirectly arising under or in relation to these Terms of Sale or the Membership Passport NFTs shall be brought and resolved solely and exclusively in final and binding arbitration in the State of Delaware, under the Rules of Arbitration of the American Arbitration Association.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND Build Republic ARE EACH WAIVING THE RIGHT TO A TRIAL BY A JUDGE OR A JURY IN A PUBLIC FORUM AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Without prejudice to any other provision of these Terms of Sale, you acknowledge and agree that, except in the case of Build Republic’ fraud or willful default, and except as otherwise required by any non-waivable provision of applicable law, Build Republic shall not be liable in any manner whatsoever to you or any other person for losses or damages of any kind, whether arising in contract, tort, or otherwise, including the loss of private keys, arising from or in connection with the sale of Membership Passport NFTs to any person.