TERMS AND CONDITIONS

PARTIES:

The Parties to this Agreement are: House Of Fire Private Cannabis Collective, a non-profit voluntary association existing in its own right with legal personality separate from that of its members and office-bearers, with headquarters at 6 bird street, stellenbosch, saville winterbottom house (the “Collective”); and the Member, an individual more fully described in the Member’s Schedule annexed to this Agreement (the “Member”) (collectively, the “Parties”).

WHEREAS:

(A) The Parties acknowledge that dealing in and trading Cannabis in the adult-use market is prohibited under South African law and, however, that adults have the constitutional rights to privately use and possess and cultivate Cannabis for exclusive purposes of personal and private consumption (“the Privacy-based Cannabis rights”).

(B) The Collective is a private, non-profit voluntary association primarily established in order to facilitate the collective exercise by its members of their constitutional Privacy-based Cannabis rights in a responsible, safe, quality-controlled and educated manner.

(C) The Member is an adult who uses Cannabis, does not cultivate Cannabis by and for themselves and seeks membership in and to the Collective in order to exercise their Privacy-based Cannabis rights in a responsible, safe, quality-controlled and educated manner.

(D) The Collective and the Member both acknowledge that the Cannabis cultivated within the Collective’s ecosystem belongs collectively to the membership base of the Collective, and therefore that this Agreement in no way contemplates the transfer of ownership of Cannabis from the Collective to the Member, or any other form of dealing or trading in Cannabis.

(E) The Collective and the Member enter into this Agreement as a means of recording the terms of their relationship.

WHEREFORE, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless otherwise indicated by context, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings:

1.1.1. “Active Subscription” means a Subscription in respect of periods for which the Member has paid the Monthly Subscription Fee, and during which the Member may access the Collective’s Private Lounge and Members-only Private Portal, participate in, and attend all Collective member-based activities and events, and withdraw Collective Cannabis Products against payment of the respective Withdrawal Fee;

1.1.2. “Agreement” means this Membership Agreement, together with any annexures hereto;

1.1.3. “Annexure” means any annexure to this Agreement and specifically includes Annexure A – the Member’s Schedule;

1.1.4. “Board” means the Governing Board of the Collective as established and constituted in terms of article 8 of the Collective Constitution;

1.1.5. “Collective” means House Of Fire Private Cannabis Collective, a non-profit voluntary association constituted on 11 November 2023 with headquarters at 6 bird street, stellenbosch, saville winterbottom house;

1.1.6. “Collective Cannabis Crop” means all of the Cannabis plants belonging collectively to the members of the Collective, cultivated in terms of the Service Level Agreements within the Collective’s closed loop ecosystem in accordance with article 4.8 of the Collective’s Constitution for purposes of fulfilling the Collective’s main objective of empowering its members to safely and responsibly, and collectively and actively exercise their Privacy-based Cannabis rights;

1.1.7. “Collective Cannabis Products” means the products belonging collectively to the members of the Collective, produced from the flowers of the Collective Cannabis Crop, at the Collective’s Production Premises, in terms of the Service Level Agreements with the Collective Cultivators and Processors, in quantities circumscribed by their personal-use demands in accordance with article 4.8 of the Collective’s Constitution, made available for withdrawal by the Member at the Collective’s Private Lounge and the Members-only Private Portal in quantities circumscribed in terms of clause 7.1.2 of this Agreement, against payment of the respective Withdrawal Fees;

1.1.8. "Collective Cultivators and Processors” means Collective members that are primarily responsible for privately cultivating and processing the Collective Cannabis Crop and producing the Cannabis products made from the flowers of the Collective Cannabis Crop in terms of the Service Level Agreements;

1.1.9. “Collective Private Lounge” means the private premises and headquarters of the Collective located at 6 bird street, stellenbosch, saville winterbottom house, which the Member has the right to access during operational hours and exercise their Privacy-based Cannabis rights set out in this Agreement;

1.1.10. “Collective’s Bank Account” means the bank account held with First National Bank in the name of the Collective, under account number 63077471505, established for payment of all fees contemplated in terms of this Agreement;

1.1.11. “Collective’s cardinal membership criteria” means the core membership criteria of the Collective set out in article 9.5 of the Collective’s Constitution;

1.1.12. “Collective’s Constitution” means the written document executed by the Board and founding Collective members on 11 November 2023, together with any valid amendments, which constituted and brought the Collective into being, and which sets out among other things the Collective’s legal foundations, objectives, foundational operational principles, and corporate governance mechanisms;

1.1.13. “Collective’s Educational Drive” means the Collective’s programme designed to educate the Members on aspects including: the safe, responsible and legal exercise of their privacy-based Cannabis rights, including measures designed to reduce harms associated with Cannabis use, and the societal, physical-health (medical), psychological harms that Cannabis can mitigate when used responsibly, and the lawful economic and employment opportunities in the Cannabis sectors;

1.1.14. “Collective’s PCCMS” means the Collective’s Private Cannabis Club Management System designed to ensure, to the fullest extent reasonably possible, that the Collective’s operations and activities, including the activities of the Collective Cultivators and Processors, comply with the law, the Collective’s Constitution, this Agreement and any other agreements, rules or policies implemented by the Collective from time-to-time;

1.1.15. “Collective’s Production Premises” means the premises privately leased or subleased by the Collective, on behalf and for the benefit of the membership base of the Collective, where the Collective Cultivators and Processors cultivate, process and produce the Collective Cannabis Crop and Collective Cannabis Products in terms of the Service Level Agreements;

1.1.16. “Collective’s Website” means www.houseoffire.co.za, and related mobile-sites and applications owned and operated by the Collective, and includes the Members-only Private Portal;

1.1.17. “Confidential Information” means this Agreement, the Collective’s Constitution, the Collective’s PCCMS, the Service Level Agreements, the information contained in the Collective’s accounting records or annual financial statements, any information, the Members-only Private Portal and its contents, the Member’s secure logon credentials for accessing the Members-only Private Portal, documents, materials, technical detail, educational and programme content, campaigns, prices, Member lists and databases, methods of operation, knowledge, know-how, trade secrets and proprietary interests disclosed to the Member at any time during the currency of this Agreement by the Collective or an associated party, which is not in the public domain;

1.1.18. “Cultivation and Production Workshops” means an express instantiation of the Collective Educational Drive, more fully fleshed out in article 4.3.2 of the Collective’s Constitution, whereby the Member is periodically invited to attend either in-person or online workshops designed specifically facilitate the meaningful and educated participation by the Member in the cultivation and production of the Collective Cannabis Crop and Collective Cannabis Products;

1.1.19. “Deeds of Donation” means duly executed and bona fide deeds in terms of which Propagating Material, required for cultivation in terms of the Service Level Agreements and the fulfilment of the Collective’s objectives, is voluntarily and gratuitously donated to the membership base of the Collective without the exchange of any present or expected remuneration or consideration of any kind, whatsoever;

1.1.20. “Delivery Fee” means the fee, periodically determined and authorised by a resolution of the Board, payable by the Member to the Collective, associated with the expenses incurred by the Collective in delivering Collective Cannabis Products withdrawn by the Member in accordance with clause 7.4 of this Agreement;

1.1.21. “Dormant Subscription” means a Subscription in respect of periods in which the Member may access the Collective’s Private Lounge and Members-only Private Portal but may not participate in and attend any Collective member-based activities and events, or withdraw Collective Cannabis Products;

1.1.22. “Intellectual Property” shall include all copyrights, agreements, founding documents, trademarks, trade names, source codes, processes, programs, product designs, development plans, technical drawings and designs, technology, patents, schematics, know-how, data, all software developed, owned or used, and including all improvements effected to such Intellectual Property before or after the Signature Date;

1.1.23. “Member” means the individual adult person more fully described in Annexure A – the Member’s Schedule – to this

Agreement:

1.1.24. “Members-only Private Portal” means the Collective’s secure private online portal, available at the Collective’s Website, accessible exclusively to members of the Collective, where the Member may, when their Subscription is Active, view and withdraw Collective Cannabis Products, and participate in the activities of the Collective including the Collective’s Educational Drive and Cultivation and Production Workshops in accordance with this Agreement, the Collective Constitution, the Collective’s PCCMS and any rules or policies implemented by the Collective from time-to-time;

1.1.25. “Monthly Subscription Fee” means the monthly fee: (a) periodically determined and authorised by a resolution of the Board and published at the Collective’s Website and Members-only Private Portal; and (b) payable by the Member to the Collective, by card or cash, in advance of each relevant Subscription month, in order to maintain an Active Subscription; and (c) deployed by the Collective for the purpose of achieving the Collective’s objectives encapsulated in article 3 of the Collective’s Constitution;

1.1.26. “Parties” means Collective and the Member, and “Party” means either one of them, depending on the context;

1.1.27. “POPIA” means the Protection of Personal Information Act 4 of 2013;

1.1.28. “Privacy-based Cannabis rights” means the rights of an adult – to privately cultivate, possess and use Cannabis, and personally consume Cannabis in private – based on the right to privacy entrenched in section 14 of the Constitution of the Republic of South Africa, 1996.

1.1.29. “Propagating Material” means originating Cannabis seeds and clones (i.e. non-flowering cuttings) of cultivars of Cannabis plants, required for the private cultivation of the Collective Cannabis Crop donated to the membership base of the Collective in terms of duly executed Deeds of Donation, without the exchange of any present or expected remuneration or consideration of any kind, whatsoever;

1.1.30. “Service Level Agreements” means the service level agreements concluded between the Collective, on behalf and for the benefit of the membership base of the Collective, and the Collective Cultivators and Processors, for the purpose of regularising and standardising the safe, responsible, quality-controlled and private cultivation, processing and production of the Collective Cannabis Crop and Collective Cannabis Products at the Collective’s Production Premises in terms of valid and private lease or sublease rights held by the Collective, on behalf and for the benefit of the membership base of the Collective, over the Collective’s Production Premises;

1.1.31. “Signature Date” means the date upon which the Parties conclude this Agreement in terms of clauses 15.4 and 15.5 of this Agreement;

1.1.32. “Subscription” means the Member’s membership in the Collective, and is either an Active Subscription or a Dormant Subscription;

1.1.33. “Withdrawal Fees” means the fees: (a) periodically determined and authorised by a resolution of the Board and published at the Collective’s Private Lounge, Website and Members-only Private Portal; (b) calculated on a per-gram or per-milliliter basis, depending on the respective format of the selected Collective Cannabis Product; (c) payable by the Member by card or cash to the Collective in respect of each withdrawal of, not in exchange for, Collective Cannabis Products; and (d) deployed by the Collective for the purpose of achieving the Collective’s Objectives encapsulated in article 3 of the Collective’s Constitution in accordance with the Collective’s Foundational Operational Principles encapsulated in article 4 of the Collective’s Constitution.

1.2. In this Agreement:

1.2.1. Clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

1.2.2. An expression which denotes:

1.2.2.1. Any gender includes other genders;

1.2.2.2. A natural person includes a juristic person and vice versa;

1.2.2.3. The singular includes the plural and vice versa;

1.2.2.4. A Party includes a reference to that Party’s successors in title and assigns allowed at law; and

1.2.2.5. A reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first- and last-mentioned clauses.

1.3. Any reference in this Agreement to:

1.3.1. “operational hours” shall be construed as being the hours between 09h00-21h00 from Monday-Saturday and 10h00-15h00 on Sundays, excluding Christmas Day, New Year’s Eve, New Year’s Day, and any other day in advance of which the Collective provides the Member at least 5 (five) calendar days written notice of the closure of the Collective Private Lounge. Any reference to time shall be based upon South African Standard Time.

1.3.2.“laws” means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Government Body; and the common law, and "law" shall have a similar meaning.

1.3.3. “person” means any person, company, close corporation, trust, partnership or other legal entity.

1.4. The words “include” and “including” mean "include without limitation" and "including without limitation". The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

1.5. Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 1 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

1.6. Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

1.7. Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

1.8. A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

1.9. Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

1.10. If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day, then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.

1.11. Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

1.12. The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

1.13. No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

1.14. Any reference in this Agreement to "this Agreement" or any other agreement or document shall, unless otherwise indicated, be construed as a reference to this Agreement or such other agreement or document, as amended, varied, novated or supplemented from time to time.

1.15. In this Agreement, the words "clause" or "clauses" and "Annexure" or "Annexures" refer to clauses of and annexures to this Agreement unless otherwise indicated.

2. MEMBER’S SPECIFIC AUTHORISATION AND RELATIONSHIP BETWEEN THE PARTIES

2.1. The Member understands and expressly acknowledges that for the purposes of fulfilling the Collective’s objectives outlined in article 3 of the Collective’s Constitution. Certain of the Collective members assume primary responsibility, as the Collective Cultivators and Processors, for the cultivation of the Collective Cannabis Crop and the production of the Collective Cannabis Products at the Collective’s Production Premises on behalf and for the benefit of all the members of the Collective.

2.2. The Member expressly and specifically authorises the Collective to accept the Deeds of Donation, and to conclude, manage and administer the Service Level Agreements on behalf and for the benefit of the Member.

2.3. Nothing contained herein shall constitute, or be deemed to have constituted, any partnership, joint venture, employment, contractor or similar type of relationship between the Parties. No Party shall by reason of the actions of the other Party incur any personal liability as a co-partner to any third party.

3. SUBSCRIPTION FOR MEMBERSHIP

3.1. The Member hereby subscribes for a non-transferable subscription for membership in and to the Collective, which hereby accepts the Member’s Subscription.

4. SUSPENSIVE CONDITION

4.1. The successful conclusion of this Agreement shall be subject to the Member successfully completing the Collective’s registration process, outlined in article 9.2 of the Collective’s Constitution, and duly executing and concluding this Agreement with the Collective, as per clauses 15.4 and 15.5 below, via the Collective’s Website and Members-only Private Portal either online, or in-person at the Collective’s Private Lounge.

4.2. If the Collective establishes that:

4.2.1. the Member is ineligible for any reason, including but in no way limited to the Member’s failure to conform with any of the Collective’s cardinal membership criteria, the Board shall communicate the Member’s ineligibility and this Agreement shall terminate immediately and automatically and shall be of no further force or effect;

4.2.2. the Member has not duly and properly abided by and completed the Collective’s registration process, this Agreement shall be of no force or effect.

5. ACTIVE VERSUS DORMANT SUBSCRIPTION

5.1.cDuring the months in respect of which the Member has paid the Monthly Subscription Fee, the Member enjoys the rights attaching to an Active Subscription.

5.2. For all periods in respect of which the Member has not paid the Monthly Subscription Fee, the Member shall enjoy only the rights attaching to a Dormant Subscription.

6. DURATION AND TERMINATION

6.1. The Subscription shall commence upon the Signature Date.

6.2. The Subscription shall terminate automatically—

6.2.1. upon the death of the Member;

6.2.2. upon the lapsing of 1 (one) day in respect of which the Member has not paid the Monthly Subscription Fee, i.e., where the Member’s membership lies Dormant for 1 (one) day;

6.2.3. upon the lapsing of 30 (thirty) calendar days’ written notice of termination of this Agreement from one Party to the other Party to this Agreement;

6.2.4. the determination by the Board that the Member has misrepresented any information in relation to the Collective’s cardinal membership criteria; and/or

6.2.5. upon the determination by the Board, following a fair disciplinary process whereby the Member is afforded the opportunity of making written and oral representations to the Board, that the Member has breached a provision of this Agreement, the Collective’s Constitution or any other rules, policies or procedures put into place by the Collective from time to time, or has willfully or negligently compromised the integrity of the Collective’s PCCMS in any way.

6.3. Upon termination of this Agreement for any reason the former Member will have no rights or claims whatsoever to the benefits of either an Active Subscription or a Dormant Subscription or against the Collective.

7. WITHDRAWAL OF COLLECTIVE CANNABIS PRODUCTS

7.1. The Member shall be entitled to withdraw Collective Cannabis Products in person at the Collective’s Private Lounge or via the Members-only Private Portal, provided that:

7.1.1. this Agreement is in force and the Member’s Subscription is Active; and

7.1.2. the quantity of Collective Cannabis Products withdrawn by the Member does not exceed the smaller of: (a) a cumulative 100 (one hundred) grams or milliliters of Collective Cannabis Products per withdrawal occasion or in any given month; or (b) any self-imposed limits established by the Member in terms of the Member’s Needs Assessment as per the Member’s Schedule.

7.2. The Member shall pay the applicable Withdrawal Fee in order to complete the withdrawal and take collection of the respective Collective Cannabis Products withdrawn.

7.3. Withdrawal and collection at the Collective’s Private Lounge.

7.3.1. In order to withdraw Collective Cannabis products in person, at the Collective’s Private Lounge, the Member shall:

7.3.1.1. attend at the Collective’s Private Lounge during operational hours;

7.3.1.2. elect the desired Collective Cannabis Product/s within the withdrawal quantity limits prescribed in clause 7.1.2 of this Agreement; and

7.3.1.3. only once satisfied with the quality of the Collective Cannabis Products elected, make payment to the Collective of the applicable Withdrawal Fee by cash or card in respect of the elected Collective Cannabis Product/s.

7.3.2. Once payment has been made by the Member to the Collective, a duly authorised official of the Collective shall hand to the Member the Collective Cannabis Product/s withdrawn by the Member.

7.3.3. In the case of in-person withdrawals of Collective Cannabis Products at the Collective’s Private Lounge, the Member has the opportunity to visually and olfactorily evaluate and ask questions concerning the quality of the Collective Cannabis Products available for withdrawal. The Member may not subsequently claim that the Collective Cannabis Product/s withdrawn are not to their satisfaction: Provided that the Collective may, in its sole and reasonably exercised discretion, decide to proportionately credit the Member with an equivalent quantity of Collective Cannabis Products.

7.4. Withdrawal and delivery via the Members-only Private Portal

7.4.1. Where the Member’s designated residential/delivery address stipulated in Annexure A (Member’s Schedule) of this Agreement (the “Delivery Address”) is located within a 20 (twenty) kilometer radius of the Collective’s Private Lounge, the Member may withdraw Collective Cannabis Products via the Members-only Private Portal by:

7.4.1.1. electing the desired Collective Cannabis Product/s within the withdrawal quantity limits prescribed in clause 7.1.2 of this Agreement;

7.4.1.2. making secure online card payment of the associated Withdrawal Fee in respect of the elected Collective Cannabis Product and the respective Delivery Fee; and

7.4.1.3. specifically authorising the Collective to deliver the Collective Cannabis Products withdrawn to the Delivery Address on the prescribed form, on behalf and for the benefit of the Member (the “Delivery Authorisation”).

7.4.2. Thereafter, the Collective shall initiate the process required for the Member’s withdrawal request to be completed by delivery to the Delivery Address. The Collective will notify the Member of the date and time of the expected delivery.

7.4.3. The Collective does not charge the Member any fees for the deliveries of the Member’s Collective Cannabis Products, however, deliveries shall be subject to minimum order quantities, which are published on the Members-only Private Portal.

7.4.4. In order to complete the delivery process, the Member must personally collect the withdrawn Collective Cannabis Products from and present their valid ID to the Collectives authorised driver, and physically sign the hard copy of the Delivery Authorisation at the Delivery Address.

7.4.5. The Member may not cause the delivery of the Collective Cannabis Product/s withdrawn to be delivered to any person other than to the Member at the Delivery Address or use the Collective Cannabis Product/s withdrawn in any manner or for any purpose other than their personal consumption in private.

7.4.6. If, pursuant to a withdrawal via the Members-only Private Portal, the Collective arranges for the delivery of Collective Cannabis Product/s that were not withdrawn by the Member to the Delivery Address, the Member shall be entitled to notify the Collective, which shall exert its best endevours to correct the error, at no charge.

7.4.7. The Collective is not responsible for any loss or unauthorised use of the Collective Cannabis Product/s withdrawn after delivery to the Member at the Delivery Address.

7.4.8. The Member shall be liable to provide the Collective with the correct address for the Delivery Address, and for any losses incurred as a result of providing an incorrect address.

7.4.9. As soon as reasonably practical, the Collective shall communicate to the Member should the Collective be unable to deliver the Collective Cannabis Product/s withdrawn by the Member at the Delivery Address.

8. MEMBER’S WARRANTIES, INDEMNITIES AND UNDERTAKINGS

8.1. The Member hereby warrants to and in favour of the Collective that the Member—

8.1.1. conforms to the Collective’s cardinal membership criteria;

8.1.2. has full legal capacity to enter into this Agreement;

8.1.3. has accurately completed and submitted Annexure A to the Collective; and

8.1.4. is familiar and fully aligns with the Collective Constitution.

8.2. The Member assumes legal risks and indemnifies the Collective, the Collective’s Cultivators and Processors, the Collective’s employees, contractors, agents and authorised representatives and holds any and all of them harmless against—

8.2.1. any breaches of the Service Level Agreements;

8.2.2. any claims, charges, criminal prosecutions and any legal or other costs associated with any contraventions of laws relating to the production and consumption of the Collective Cannabis Crop and Products; and

8.2.3. any direct, indirect, incidental, special or consequential loss or damages which might arise from the Member’s association with and membership in the Collective, including but not limited to damages, losses or harms to person or property that the Member may incur while at the Collective’s Private Lounge.

8.3. The Member undertakes to safely, responsibly, and personally consume the Collective Cannabis Products away from children and in private spaces to which they have legal rights of access to the exclusion of the public, and in accordance with all laws governing the private consumption of Cannabis.

8.4. The Member expressly acknowledges and understands that:

8.4.1. they own the Collective Cannabis crop, collectively, alongside all of the other members of the Collective and that all of the Collective members hold substantively the same rights to the Collective Cannabis Crop and Products as the Member does;

8.4.2. the Collective was established for the express objective of empowering the Collective members to lawfully, safely and responsibly, collectively and actively exercise their Privacy-based Cannabis rights;

8.4.3. the legal question – concerning whether one is legally required to personally participate in the private cultivation of one\'s Cannabis in order to personally and privately consume such Cannabis – is presently unresolved under South African law; and

8.4.4. the Collective goes to considerable efforts to arrange the Collective’s Educational Drive and the Cultivation and Production Workshops designed specifically to facilitate the Member’s personal participation in the cultivation and production of the Collective Cannabis Crop and Products.

8.5. The Member expressly assumes all legal responsibility for failing to participate in the Collective’s Educational Drive and the Cultivation and Production Workshops and indemnifies the Collective against any losses or damages (including any associated legal costs) the Collective may suffer as a result of such failure.

9. THE COLLECTIVE’S WARRANTIES AND UNDERTAKINGS

9.1. The Collective hereby undertakes to—

9.1.1. consistently and diligently update and maintain the Collective’s PCCMS and all the forms and standards of its associated modules and standard operating procedures;

9.1.2. facilitate the Member’s perusal of the Collective’s accounting records and annual financial statements and the Service Level Agreements at the Collective’s Private Lounge, upon written request made by the Member to the Collective, where, in the Collective’s reasonably exercised discretion, the dictates of good and transparent corporate governance require;

9.1.3. keep an accurate register of the total Collective Cannabis Products withdrawn by the Member since the beginning of their Subscription, and within each month of membership during which the Member’s Subscription is Live and shall notify the Member when the Member has reached their withdrawal limits in a given month.

9.2. The Collective acknowledges that the proper discharge of the obligations and associated cultivation and processing standards imposed upon the Collective Cultivators and Processors in terms of the Service Level Agreements is material to the Member’s continued membership of the Collective.

9.3. The Collective shall take all reasonable measures to ensure that the Collective Cultivators and Processors adhere to the terms and conditions, and obligations outlined in the Service Level Agreements including maintaining relevant aspects of the Collective’s PCCMS, and that the cultivation, processing and production processes consistently meet the specified agricultural standards. Such measures include, but are not limited to:

9.3.1. certified laboratory testing of samples of all batches of Collective Cannabis Products delivered by the Collective Cultivators and Processors to the Collective, destined for potential withdrawal by the Member, for levels of delta-9-tetrahydrocannabinol (“THC”) and cannabidiol (“CBD”);

9.3.2. prompt and collaborative implementation of corrective actions designed to assist non-compliant Collective Cultivators and Processors to comply with the Service Level Agreements within a reasonable timeframe; and

9.3.3. where Collective Cultivators and Processors fail to reasonably implement the appropriate corrective action recommended by the Collective, disciplinary action and potentially termination of the respective Service Level Agreement.

9.4. The Collective shall implement and maintain comprehensive quality control measures to identify and rectify any issues related to weighing, packaging, or labeling that may affect the safety, quality, or compliance of the Collective Cannabis Products, and undertakes to ensure that the Collective Cannabis Products are:

9.4.1. weighed using properly calibrated equipment to maintain precision;

9.4.2. packaged in compliance with industry standards and any applicable regulations to prevent contamination and preserve quality, in a manner that ensures their integrity, safety, and protection during transportation and storage at the Collective’s Private Lounge; and

9.4.3. labelled with at least the following information: cultivar, net weight or volume, THC and CBD content (as applicable), batch number and date.

9.5. The Collective does not make any undertakings or warranties in respect of any specific level of potency, or any cannabinoid or terpene concentration and content in respect of the Collective Cannabis Products.

10. MEMBERS’ USE OF THE COLLECTIVE’S WEBSITE AND MEMBERS-ONLY PRIVATE PORTAL

10.1. The Member agrees that uses the Collective’s Website are provided at their own risk, and any information, content, or services provided through the Collective’s Website (including the Members-only Private Portal) is undertaken entirely at the Member’s own risk.

10.2. The Collective makes no representations or warranties of any kind, express or implied, regarding the accuracy, completeness, reliability, or suitability of the information, content, or services provided on the Collective’s Website.

10.3. The Collective’s Website is provided on an ‘as is’ basis without any warranties, whether expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

10.4. The Collective does not guarantee the continuous availability, uninterrupted access, or error-free functionality of the website. The Member acknowledges that the Collective’s Website may be subject to downtime, technical issues, or other disruptions.

10.5. The Member is solely responsible for ensuring the security and confidentiality of their secure login credentials and any information submitted or accessed through the Collective’s Website and acknowledges that any compromise of or unauthorised use of their secure login credentials shall constitute a material breach of this Agreement giving rise to a claim to full consequential damages in the hands of the Collective.

10.6. The Member hereby indemnifies the Collective against any loss, claim or damage which may be suffered by the Member or any third party arising in any way from the Member\'s use or from any other innocent, negligent intentional unauthorised use or misuse of the Collective’s Website and Members-only Private Portal.

10.7. The Collective may modify, update, or discontinue the Collective’s Website or any part thereof at any time without prior notice and the Member indemnifies and holds the Collective harmless against any consequences of such modifications, updates, or discontinuation.

11. INDEMNITY

Each Party hereby agrees to indemnify and hold the other Party (and/or its shareholders, office holders, members, agents, employees, contractors, assigns, and/or nominees) harmless from and against any claims for damages by any third parties as a result of a breach by a Party of any of its obligations or warranties as set out herein, including (without limitation) all legal costs on a scale as between attorney and own client, should applicable law permit the granting of costs on such a scale.

12. PROTECTION OF PERSONAL INFORMATION

12.1. The Collective shall take all reasonable measures to protect the Member’s privacy and personal information.

12.2. As a part of the application process, the Member must complete the Member’s Schedule, which includes the Member’s personal information including but not limited to name, surname, identity number, date of birth, email address, physical address and mobile number.

12.3. The Member must inform the Collective of any change to its personal information as soon as reasonably possible.

12.4. To the extent that the Member provides additional (unsolicited) personal information to the Collective, the Member agrees to provide accurate and current information, and not to misrepresent any person.

12.5. The Collective will not, without the Member’s express consent, use or process the Member’s personal information for any purpose other than where required for the proper performance by the Collective of its duties under this Agreement or where otherwise expressly required or permitted in terms of POPIA.

12.6. The Member indemnifies the Collective against any claims that may arise as a result of a failure on the part of the Collective to comply with any provision of POPIA.

13. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

13.1. Member shall not use, copy, disclose to a third party or in any manner process the Confidential Information at any time or for any reason whatsoever. If the Member is uncertain whether information is confidential, the Member shall be required to treat such information as confidential until the Member obtains the Collective’s written clearance that such information is not confidential: Provided that where the Member is, by virtue of an order of court or by operation of law, required to disclose Confidential Information, the Member shall be permitted to do so but is obliged to notify the Collective in writing before doing so.

13.2. The Parties shall each retain all Intellectual Property created or licensed by them before, during or after the term of this Agreement. Nothing contained herein shall be construed as alienating, encumbering, transferring, licensing or otherwise dealing with the intellectual property of either Party.

14. SERVICE ADDRESS

Each of the Parties choose domicilium citandi et executandi for the purposes of the giving of any notice, the proof of payment of any sum, the serving of any process and for any other purposes arising from this Agreement via the email address or WhatsApp number stipulated in Annexure A or notification via the Members-only Private Portal.

15. GENERAL

15.1. Entire Agreement and Variation: This Agreement contains the entire agreement between the Parties and neither Party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein. The Collective has the right to vary, amend, update, change or replace any part of this Agreement at its sole discretion. Any amendment, update, change or replacement of this Agreement and provisions shall be delivered to the Member.

15.2. Force Majeure: No Party shall be required to perform or be liable for loss or damage suffered by the other Party if caused by: unavailability of labour, strikes, or lockouts; shortages of equipment, materials, supplies, transportation or water; the elements; adverse weather conditions; unavoidable casualties; war; hostilities; governmental action or order; delays caused by governmental authorities or the inability to obtain required governmental approvals; mechanical breakdown, power failures; civil disorder; acts of God; epidemic, pandemic or other widespread disease, or any other events beyond the Party’s reasonable control (individually and collectively, a “Force Majeure”), and the date of completion for such obligation shall be extended (but not excused) by the period of time taken by any such delay. Notwithstanding the foregoing, the Parties shall remain obligated to pay any sums of money owed by either of them to the other pursuant to this Agreement.

15.3. Further Assurance: The Parties shall co-operate with each other and execute and deliver to the other of them such other instruments and documents and take such other actions as may be reasonably requested of either of the Parties from time to time in order to carry out, evidence and confirm its rights and the intended purpose of this Agreement.

15.4. Offer and Acceptance: By presenting this Agreement to the Member, the Collective has formally offered to enter into this Agreement with the Member. The Member acknowledges that their acceptance of this Agreement on the Signature Date in terms of clause 15.5 below is the sole and exclusive act required for the execution and conclusion of this Agreement and that no additional formalities, signatures, or approvals are required for this Agreement to become legally binding. This Agreement becomes effective on the Signature Date, being the date that the Member electronically accepts this Agreement as provided for in clause 15.5 below.

15.5. Electronic Execution of this Agreement: The parties acknowledge and agree that no handwritten or physical signatures are required to conclude and render this Agreement duly executed and enforceable. The Parties expressly acknowledge and agree that the date on which the Member ticks the designated acceptance box (provided on the Collective’s Website indicating acceptance of this Agreement) is the Signature Date and that the Member’s act of ticking the designated acceptance box below constitutes the formal conclusion and execution of this Agreement. As soon as reasonably practicable, the Collective shall submit an electronic copy of this Agreement to the Member, including a confirmation of the Signature Date. By concluding this Agreement electronically, the Member consents to receive communications, notices, and updates related to this Agreement electronically, either through the Members-only Private Portal, or via the WhatsApp or email addresses provided in the Member’s Schedule. This Agreement may only be terminated as provided in the terms of the Agreement.

15.6. Cumulative Rights and Remedies: The rights and remedies of the Parties under this Agreement are cumulative and in addition to any rights and remedies provided by law.

15.7. Indulgences: No indulgence, leniency or extension of time which any Party (“the grantor”) may grant or show to the other shall operate as an estoppel or in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future.

15.8. Severability: Notwithstanding anything to the contrary contained in this Agreement or implied by law, each term of this Agreement is separate and severable from the other terms of this Agreement. If any term of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, that term alone shall be treated as invalid and shall in no way affect the validity of the remaining terms of this Agreement.

15.9. Governing Law and Jurisdiction: This Agreement shall be governed by and interpreted in accordance with the law of the Republic of South Africa. All disputes, actions and other matters in connection with this Agreement shall be determined in accordance with such law. The Parties hereby consent to the adjudication of any dispute, to the degree that such dispute is not otherwise clearly regulated in terms of this Agreement, by any South African court of competent jurisdiction.