Selah Founding Member Agreement
Version: April 2026
Parties:
Selah Entity: Selah Holdings LLC (“Selah”)
Member: The individual or entity completing the purchase and electronically accepting this Agreement (“Founding Member”).
Electronic Acceptance
By clicking a box indicating acceptance of this Agreement and completing payment, Founding Member acknowledges that it has read, understands, and agrees to be legally bound by the terms of this Agreement. Electronic acceptance and payment constitute valid execution of this Agreement, equivalent to a handwritten signature.
1. Nature of Agreement (Prepaid Hospitality Membership)
This Agreement documents the Founding Member’s purchase of a prepaid hospitality membership providing future lodging credits (“Complimentary Nights”) and other benefits. This membership is not equity, debt, or any ownership interest, and provides no profit participation or financial return.
2. Tier Selection, Price, and Term
Founding Member selects one Founders Circle tier at the time of purchase, which includes complimentary lodging nights granted per year over the stated term, beginning on the Selah Opening Date.
Trailblazer — $5,000
Complimentary Nights: 4 nights per year
Term: 3 years
Total Possible Nights: 12 nights
Pioneer — $15,000
Complimentary Nights: 7 nights per year
Term: 4 years
Total Possible Nights: 28 nights
Legacy — $35,000
Complimentary Nights: 8 nights per year
Term: 5 years
Total Possible Nights: 40 nights
3. Definitions
“Selah Opening Date” means the date Selah begins accepting overnight guests.
“Funding Close” means Selah executes binding construction financing and the lender authorizes closing/funding.
“Complimentary Nights” means lodging nights included in the selected tier, as described above.
4. Safeguard: Segregated Account + Conditional Use
Founding Member payments will be deposited into a separate, segregated account designated for Selah’s development.
Selah will not deploy Founding Member funds until Funding Close.
5. Refund if Funding Close Does Not Occur
If Selah does not achieve Funding Close by 12/31/2027, Founding Member will receive a full refund of amounts paid under this Agreement within [30] days, to the original payment method where feasible. Once Selah is operational, no refunds will be issued.
6. Redemption Rules for Complimentary Nights
Complimentary Nights are granted per calendar year (or operating year, as designated by Selah) during the membership term, beginning on the Selah Opening Date.
Complimentary Nights are not granted in a lump sum. Nights are earned annually and may be used only during the applicable membership year.
Unused Complimentary Nights expire at the end of each year unless Selah explicitly authorizes rollover in writing.
Complimentary Nights have no cash value, are not redeemable for money, and may not be exchanged for other consideration.
All bookings are subject to availability and Selah’s standard booking policies, including reasonable limitations for private buyouts or special events.
Complimentary Nights expire upon completion of the membership term (3, 4, or 5 years, as applicable).
7. Additional Founding Member Benefits (per tier)
Founding Member will receive the benefits associated with the selected tier, which may include:
Priority booking window before public reservations
Percentage discount on additional stays/amenities/merch
Invitations to opening events
Founders Circle recognition
Founders newsletter updates
Other tier-specific benefits, if offered
Tier Benefits Summary is attached as Exhibit A and incorporated here.
Complimentary Nights are a benefit of membership and are provided as part of a broader Founder relationship; they are not intended to represent a nightly room rate or discounted lodging program.
8. No Guarantee of Opening Date
Selah will provide best-effort estimated timelines, but development timing is subject to land acquisition, permitting, construction, and financing. Selah does not guarantee a specific opening date.
9. Transferability
Transferability of Complimentary Nights and/or benefits is defined in Exhibit A. Unless expressly stated, membership is non-transferable.
10. Taxes
Any applicable lodging taxes or fees required by law at the time of stay may apply. Selah will communicate applicable taxes and charges at booking.
11. Communications Consent
Founding Member consents to receive email communications related to Selah and Founders updates. Member may opt out of marketing emails at any time; operational notices may still be sent as necessary.
12. Limitation of Liability
To the extent permitted by law, Selah’s liability under this Agreement shall not exceed the amounts paid by Founding Member.
13. Governing Law
This Agreement is governed by the laws of Wyoming.
14. Entire Agreement
This Agreement (including Exhibit A) constitutes the entire agreement between the parties regarding the Founding Membership.
Acknowledgment and Execution
This Agreement is executed electronically. Founding Member’s electronic acceptance and corresponding payment constitute full and binding execution of this Agreement. Selah Holdings LLC’s acceptance is confirmed upon receipt of payment.
Exhibit A — Founding Membership Benefits
Trailblazer Member
4 complimentary nights per year for 3 years
Priority booking window
Founder recognition
Opening invitation
Founders newsletter
Pioneer Member
7 complimentary nights per year for 4 years
Enhanced priority booking
Founder recognition (engraved)
Opening & milestone invitations
Founders newsletter
Legacy Member
8 complimentary nights per year for 5 years
Highest priority booking
Legacy Founder recognition
Private preview experience
VIP opening invitation
Founders newsletter