How is this offering NOT considered an equity offering? The "membership" can be bought, sold or rented.
I think this would fail the howie test and creat a problem for both the seller and buyer of this "token".
If it quacks like a duck and walks like a duck, then it is a duck - equity.
It is actually just access and as the memberships price after purchase from the club has no bearing on the club itself it is not equity. A member can choose to give the membership away if they wanted. Price is set by them not on the success of the club. Legal has been through this.