BigWater · Official policy

Membership Agreement

Terms and Conditions of Membership

Effective Date: Acceptance of Membership Conditions

This Membership Agreement (the “Agreement”) sets out the terms on which an individual or entity (the “Member,” “you,” or “your”) is admitted to and participates in IRL7, the eco-hospitality membership network operated as a project of BigWater Inc. (“BigWater,” “IRL7,” “we,” “us,” or “our”).

By applying for, accepting, paying for, staking tokens toward, or otherwise using an IRL7 membership, you confirm that you have read, understood, and agreed to be bound by this Agreement in full. If you do not agree, do not complete the enrolment process and do not use the membership or any IRL7 venue, benefit, or service.

IRL7 is an exclusive private members’ community. Membership is a personal privilege granted at the sole discretion of BigWater Inc. and is not a right. It may be offered, withheld, suspended, or withdrawn in accordance with this Agreement at any time at the sole discretion of BigWater Inc. without any recourse or refund.

1. Definitions

1.1 BigWater Inc.: The protocol, organisation, and rights-holder that owns and operates IRL7, including all associated brands, technology, intellectual property, and the $BIGW token ecosystem.

1.2 IRL7: The membership network, venues, digital platforms, experiences, events, and benefits made available to Members under the IRL7 brand.

1.3 Member: A person or entity whose membership application has been accepted and who holds a valid, active IRL7 membership or has joined the Community as a free member.

1.4 Membership: The bundle of access rights, benefits, and obligations described in this Agreement, in whichever tier or form the Member holds it.

1.5 $BIGW: The native utility token of the BigWater ecosystem, used (among other functions) as the membership currency in which certain memberships are denominated and staked.

1.6 Membership NFT / Founding Credential: Any non-fungible token, digital credential, or pass (including the Founding Member credential associated with the limited Messi-designed cleat drop) issued to evidence or unlock a Membership.

1.7 Venue: Any venue, residence, hotel, hub, resort, island, lodge, camp, or event location operated, licensed, or made available under the IRL7 network.

1.8 Member Benefits: The stays, access, experiences, rewards, and services made available to Members, as published and amended from time to time.

1.9 Rules: The house rules, codes of conduct, booking policies, and venue-specific terms published by IRL7, as updated from time to time, which form part of this Agreement.

2. Ownership and Reserved Rights

This section is fundamental to the Membership. By becoming a Member you acknowledge and accept the following.

2.1 BigWater Inc. holds all rights. BigWater owns and retains all right, title, and interest in and to IRL7, including the IRL7 and BigWater names, logos, trademarks, trade dress, designs, content, software, platforms, the $BIGW token framework, the membership system, Member Benefits, venues (or the rights to make them available), and all associated intellectual property and goodwill. Nothing in this Agreement transfers any ownership of those rights to the Member.

2.2 Membership is a licence, not ownership. Membership grants the Member a limited, personal, non-exclusive, non-transferable, revocable licence to access and enjoy Member Benefits in accordance with this Agreement. It does not grant the Member any equity, shareholding, ownership interest, security, or proprietary right in BigWater, IRL7, any Venue, or any company, asset, or revenue stream.

2.3 No right or interest in venues or assets. Membership confers no rights, tenancy, lease, timeshare, fractional ownership, or real-property interest in any Venue. Access to Venues is permissive and may be limited, restricted, relocated, or withdrawn at any time at the sole discretion of BigWater Inc.

2.4 Reservation of Rights. BigWater reserves all rights not expressly granted to the Member. BigWater may, at its sole discretion and without compensation to Members, modify, add, remove, relocate, rebrand, or discontinue any Venue, benefit, tier, feature, partnership, or program, and may amend the structure or operation of IRL7 as a whole.

2.5 Brand and content use. The Member may not use the IRL7 or BigWater names, logos, or marks, or represent any affiliation, partnership, sponsorship, or endorsement, without BigWater’s prior written consent. Any goodwill arising from permitted use accrues solely to BigWater.

2.6 Member content licence. If a Member submits content (such as photos, reviews, or posts) to IRL7 channels or at Venues, the Member grants BigWater a worldwide, royalty-free, sublicensable licence to use, reproduce, and display that content for the operation and promotion of IRL7, subject to applicable privacy law.

3. Eligibility and Admission

3.1 Eligibility. Membership is open to individuals aged 18 or over and to entities, subject to vetting. IRL7 vets applicants on values, conduct, and alignment with its sustainability mission. BigWater may set, change, or waive eligibility criteria at its discretion.

3.2 Discretionary admission. All applications are reviewed and accepted or declined at the sole discretion of BigWater. BigWater is not obliged to give reasons for declining an application.

3.3 Identity and compliance (KYC). As a condition of admission and continued Membership, the Member must complete identity verification (KYC) and any anti-money-laundering, sanctions, or anti-Sybil checks required by BigWater or by law, and must keep the information accurate and current.

3.4 Accurate information. The Member is responsible for the accuracy of all information provided. Providing false, misleading, or incomplete information is grounds for refusal, suspension, or termination.

3.5 Capacity to participate in token activity. Where Membership involves acquiring, holding, or staking $BIGW, the Member confirms they are legally permitted to do so in their jurisdiction and that doing so does not breach any law applicable to them.

4. Membership Tiers, Fees, and Staking

4.1 Tiers. IRL7 offers Membership through tiers and routes published by IRL7 from time to time, which currently include staked-token individual tiers and a limited Early Member route tied to a Membership NFT. Indicative individual tiers are summarised below; exact terms, allocations, and availability are as published at the time of enrolment and may change.

4.2 Lock-in and no early withdrawal. Staked $BIGW is locked for the selected term (for example, one, two, or three years). Staking rewards, where offered, are released only at the end of the lock-in period. Early withdrawal is not permitted before the end of the term may result in loss of rewards, benefits, or Member status as published.

4.3 Fiat and on-property payments. On-property purchases, events, and other charges may be paid in fiat or $BIGW as published. Fiat amounts may convert at the prevailing rate. The Member is responsible for all charges including transaction and gas fees they or their guests incur.

4.4 Taxes. The Member is responsible for any taxes, duties, or levies arising from their Membership, staking, rewards, or use of Benefits as applicable within their jurisdiction. BigWater Inc. does not provide tax, legal, or financial advice.

4.5 Changes to pricing and benefits. BigWater Inc. may change membership amounts, tiers, benefits, staking parameters, and reward levels prospectively. Changes do not entitle the Member to a refund except where expressly stated.

4.6 No refunds. Except where required by mandatory law or expressly stated in writing, membership amounts and charges are non-refundable. Termination for breach does not give rise to a refund.

5. $BIGW, NFTs, and Digital-Asset Acknowledgements

5.1 Utility, not investment. $BIGW is a utility token used within the BigWater ecosystem. Membership, staking, and any rewards are not offered as, and must not be treated as, an investment, security, or a promise of profit. The Member does not rely on BigWater’s efforts for any expectation of financial return.

5.2 Value and volatility risk. The value of $BIGW and any Membership NFT may rise or fall, may be volatile, and may reach zero. The Member accepts and bears all market, liquidity, and price risk and acknowledges that BigWater Inc. does not guarantee any value, yield, or buyback.

5.3 Technology risk. Blockchain, smart-contract, wallet, bridge, and custody technologies carry inherent risks, including bugs, exploits, network failures, and irreversible transactions. The Member is responsible for the security of their own wallet, keys, and credentials. BigWater Inc. is not liable for losses arising from the Member’s loss of keys or from third-party network failures.

5.4 Membership NFT terms. A Membership NFT evidences access rights under this Agreement; it does not itself convey ownership of IRL7, any Venue, or any intellectual property beyond the limited, revocable access licence described here. Transfer or resale of a Membership NFT does not automatically transfer Membership, which remains subject to vetting, KYC, and BigWater’s approval (see Section 7).

5.5 Regulatory Change. The legal and regulatory treatment of tokens and digital assets may change. BigWater Inc. may modify the membership or token mechanics to comply with law, and such changes are not a breach of this Agreement.

6. Member Benefits and Use

6.1 Access to Benefits. Subject to availability, the Rules, and continued good standing, the Member may use the Member Benefits applicable to their tier, which may include stays, coworking, events, rewards, concierge services, and a Community Passport credential.

6.2 Availability and booking. Benefits such as stays and events are subject to availability, capacity limits, seasonal calendars, advance booking, and venue-specific rules. Benefits are not guaranteed on any specific date and unused benefits do not roll over unless expressly stated.

6.3 Personal use only. Membership and its Benefits are personal to the Member. They may not be sold, rented, commercialised, or used for any business purpose without BigWater’s written consent. Guests may be permitted under the Rules and remain the Member’s responsibility.

6.4 Compliance with Rules. The Member and their guests must comply with the Rules, house policies, local laws, and reasonable instructions of IRL7 staff at all Venues.

6.5 Sustainability participation. IRL7 is a sustainability network. Members are expected to respect venue sustainability practices. Sustainability Scores, rewards, and impact records are issued under the methodologies published by BigWater Inc. and may be adjusted to maintain integrity.

6.6 No guarantee of specific outcomes. Published roadmaps, venue counts, future locations, rewards, and ecosystem features are targets and may change. They are not promises and do not form part of the Member’s contractual entitlement unless expressly stated.

6.7 No Redemption Guarantee. Members indemnify BigWater Inc. from any liability arising out of non-redemption of NFTs on account of any force majeure situation. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

For the purposes of this Agreement, a "Force Majeure Event" means any circumstance beyond the reasonable control of the affected party, including but not limited to:

• Acts of God, natural disasters, floods, earthquakes, storms, or other extreme weather events;

• Pandemic, epidemic, or public health emergency declared by a competent authority;

• War, invasion, terrorism, civil unrest, or government-imposed sanctions;

• Failure or disruption of the internet, telecommunications infrastructure, or third-party platforms material to the delivery of services;

• Blockchain network outages, smart contract failures caused by third-party protocol vulnerabilities, or regulatory actions affecting digital asset operations;

• Government legislation, regulation, or directives that materially alter the legal basis for performance;

• Power outages or failure of essential utilities.

7. Transfer and Assignment

7.1 Non-transferable. Membership is personal and non-transferable. The Member may not assign, sublicense, gift, or otherwise transfer their Membership or its Benefits except as expressly permitted in writing by BigWater Inc.

7.2 NFT transfers do not bypass vetting. Even where a Membership NFT is technically transferable on-chain, any transferee must independently apply, complete KYC, and be approved before obtaining Member status. BigWater Inc. may decline to recognise a transferee as a Member.

7.3 BigWater may assign. BigWater Inc. may assign, novate, or transfer its rights and obligations under this Agreement, including in connection with a reorganisation, financing, or transfer of the IRL7 business.

8. Member Conduct and Obligations

The Member agrees, and is responsible for ensuring their guests agree, to the following.

• Treat staff, other Members, guests, communities, and Venues with respect, and uphold the values and reputation of IRL7.

• Not engage in unlawful, fraudulent, abusive, discriminatory, harassing, or dangerous conduct at any Venue, event, or online channel.

• Not damage Venues or property; the Member is liable for loss or damage caused by them or their guests.

• Not bring IRL7 or BigWater Inc. into disrepute, including through public statements, media, or social channels.

• Not misuse, manipulate, or attempt to game the rewards, scoring, staking, or referral systems, and not engage in Sybil or multi-account abuse.

• Keep account, wallet, and credential details secure and not share access with unauthorised persons.

• Comply with all applicable laws, including those relating to sanctions, anti-money-laundering, and digital assets.

• Maintain confidentiality of non-public information, Member lists, and venue locations where IRL7 designates them confidential.

9. Suspension and Termination of Membership

Membership may be suspended or terminated as set out below. This section reflects that Membership is a discretionary privilege held on the terms of this Agreement.

9.1 Termination by BigWater Inc. for cause. BigWater Inc. may suspend or terminate a Membership immediately, with or without prior notice, if the Member: (a) breaches this Agreement or the Rules; (b) provides false information or fails KYC/compliance checks; (c) behaves in a way that is unlawful, abusive, or harmful to staff, Members, guests, communities, or Venues; (d) damages the reputation of IRL7 or BigWater; (e) misuses Benefits, rewards, or the token or scoring systems; (f) becomes subject to sanctions or is otherwise legally prohibited from holding the Membership; or (g) fails to maintain any required staking, payment, or membership condition.

9.2 Termination at discretion. Because Membership is a privilege, BigWater may also decline renewal or terminate a Membership at its discretion on reasonable notice, even absent breach, where it considers this necessary for the integrity, safety, lawful operation, or reputation of IRL7.

9.3 Termination by the Member. The Member may cancel their Membership by written notice. Cancellation does not unlock staked tokens before the end of any lock-in period, does not entitle the Member to a refund of membership amounts or charges, and ends access to Benefits.

9.4 Effect of termination. On termination or expiry: (a) the Member’s right to access Venues, Benefits, events, and platforms ends immediately; (b) any associated Membership NFT or credential may be deactivated as an access pass (without prejudice to the Member’s on-chain ownership of the token artifact itself); (c) outstanding charges become due; and (d) staked tokens are dealt with in accordance with the applicable staking terms and lock-in.

9.5 No compensation. Except where required by mandatory law, the Member is not entitled to any refund, compensation, or damages arising from suspension, termination, non-renewal, or any change to or discontinuation of IRL7, Venues, or Benefits.

9.6 Survival. Provisions that by their nature should survive termination (including Sections 2, 5, 9.4 to 9.6, 10, 11, and 12) continue in effect after the Membership ends.

10. Disclaimers and Limitation of Liability

10.1 “As available.” IRL7, the platforms, Venues, Benefits, and token features are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, BigWater Inc. disclaims all implied warranties, including merchantability, fitness for a particular purpose, and uninterrupted or error-free operation.

10.2 Assumption of risk. The Member participates in stays, travel, sports, wellness, and events at their own risk and is responsible for their own health, insurance, and safety. BigWater Inc. is not liable for personal injury or loss except to the extent caused by its own gross negligence or wilful misconduct, or where liability cannot be excluded by law.

10.3 No financial liability for token outcomes. BigWater Inc. is not liable for any loss arising from the value, volatility, illiquidity, or failure of $BIGW, any Membership NFT, staking, rewards, third-party exchanges, wallets, or blockchain networks.

10.4 Exclusion of indirect loss. BigWater Inc. is not liable for indirect, incidental, special, consequential, or punitive losses, or for loss of profit, opportunity, data, or goodwill.

10.5 Cap. To the maximum extent permitted by law, BigWater Inc.’s total aggregate liability to the Member arising out of or in connection with the Membership is limited to the amount actually paid by the Member to BigWater for the Membership in the twelve months preceding the event giving rise to the claim.

10.6 Indemnity. The Member indemnifies BigWater Inc. against claims, losses, and costs arising from the Member’s (or their guests’) breach of this Agreement, misuse of Benefits, or unlawful conduct.

10.7 Force majeure. BigWater Inc. is not liable for failure or delay caused by events beyond its reasonable control, including natural events, outages, regulatory action, or network failures.

11. Privacy and Data

11.1 Data handling. BigWater Inc. collects and processes Member data (including KYC and on-property data) to operate the Membership, comply with law, and improve services, in accordance with its privacy policy as updated from time to time.

11.2 On-chain records. The Member understands that certain records (such as token holdings, staking, NFT credentials, and impact scores) may be recorded on public or permissioned blockchains and may not be erased.

11.3 Confidentiality. The Member must keep confidential any non-public information about IRL7, its Members, Venues, and operations that is designated confidential or is reasonably understood to be confidential.

12. General Terms

12.1 Amendments. BigWater Inc. may amend this Agreement and the Rules from time to time. Material changes will be notified to Members through IRL7 channels. Continued use of the Membership after changes take effect constitutes acceptance. A Member who does not accept a material change may terminate under clause 9.3.

12.2 Entire agreement. This Agreement, together with the Rules and any tier- or drop-specific terms, constitutes the entire agreement between the parties regarding the Membership and supersedes prior representations.

12.3 Severability. If any provision is held unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be applied to the maximum extent permissible.

12.4 No waiver. A failure or delay by BigWater Inc. in enforcing any right is not a waiver of that right.

12.5 Notices & Marketing Communications. Marketing Communications and Notices to the Member may be given through IRL7 platforms, email, or the contact details on file. Notices to BigWater Inc. must be given through the official IRL7 contact channels.

12.6 Relationship. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship between the Member and BigWater Inc..

12.7 Governing terms. This Agreement is governed by the rules and policies of IRL7 as a private members’ network. Any dispute will first be raised in good faith with IRL7 for resolution before any further step. This Agreement is governed by the laws of Dubai, UAE, and the Parties submit to the UAE arbitration.

12.8 Acknowledgement. The Member confirms they have read and understood this Agreement, that Membership is a revocable privilege, that BigWater Inc. holds all rights in IRL7, and that Membership may be terminated in accordance with these terms.

Acceptance

Accepted and agreed by the Member: Vide digital acceptance during signing up to the IRL7 community and membership program.