[vc_row][vc_column][vc_column_text css=””]

Membership Agreement

Private cannabis collective

PARTIES:

The Parties to this Agreement are: Dixie Jane 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 16B Markham Road, Claremont, Cape Town, incorporated by virtue of the Constitution adopted by its founding and first Governing Board members on 24 September 2024, together with any valid amendments (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:

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, human Cannabis Private-use Rights.
The Collective is a private, non-profit company primarily established for the public benefit objective of facilitating the bona fide and collective or associational exercise by its members of their constitutional Cannabis Private-use Rights in a responsible, safe, quality-controlled, participatory, and educated manner in line with the Collective’s Constitution.
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 Cannabis Private-use Rights in a collective or associational, responsible, safe, quality-controlled, participatory and educated manner in line with the Collective’s Constitution.
The Collective and the Member both acknowledge that the Cannabis cultivated within Collective’s private, closed-loop and integrated ecosystem circumscribed by the Collective Cannabis Crop belongs collectively to the membership base of the Collective, and therefore that this Agreement neither contemplates the transfer of ownership of Cannabis from the Collective to the Member, or any form of dealing or trading in Cannabis between the Parties.
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:

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:

“Active Subscription” means a Subscription in respect of periods during which the Member may access the Members-only Private Portal or the Collective’s Withdrawal Stations during their respective operational hours, participate in, and attend all Collective member-based meetings, activities and events, and withdraw Collective Cannabis Products against payment of the respective Withdrawal Fee;

“Agreement” means this Membership Agreement, together with any valid amendments and annexures hereto;

1. 1. 1. “Annexure” means any annexure to this Agreement and specifically includes Annexure A – the Member’s Schedule;

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

“Cannabis Private-use Rights” means the rights of an adult – to privately cultivate, possess and use Cannabis, and personally consume Cannabis in various formats, in private – based on the right to privacy entrenched in section 14 of the Constitution of the Republic of South Africa, 1996, originally affirmed in 2018 by the Constitutional Court via the Prince Privacy Judgment and now elaborated upon and codified in the Cannabis for Private Purposes Act, 2024, which embraces the rights of adults to privately cultivate, possess, transport and consume Cannabis, whether by igniting and smoking the raw (trimmed, dried and cured) flower or by ingesting or otherwise self-administering the raw flower processed into another format;

“Collective” means Dixie Jane 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, headquartered at the Collective’s Headquarters, incorporated by virtue of the Constitution adopted by its founding and first Governing Board members on 24 September 2024, together with any valid amendments;

“Collective Cannabis Crop” means all of the Cannabis plants belonging collectively to the members of the Collective, privately cultivated in terms of the Service Level & Lease Agreements within the Collective’s closed-loop and private ecosystem in accordance with the Collective’s Constitution for purposes of fulfilling the Collective’s Objectives entrenched in article 3 of the Collective’s Constitution, primarily, empowering its members to collectively exercise their Cannabis Private-use Rights;

“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 & Lease 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 Withdrawal Stations 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;

“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 & Lease Agreements;

1. 1. 1. “Collective’s cardinal membership criteria” means the core membership criteria of the Collective set out in article 9.5 of the Collective’s Constitution namely that Collective members:
      1. are existing and consenting adult Cannabis users;
      2. wish to lawfully exercise their Cannabis Private-use Rights;
      3. do not cultivate Cannabis in private by and for themselves for purposes of their personal and private consumption;
      4. seek to associate and pool resources alongside the Collective and its members in order to participate in the private cultivation and production, and use of their own jointly owned Collective Cannabis Crop and Products, in private;
      5. accurately and adequately record any experiences of adverse impacts associated with Cannabis use to the Collective;
    2. “Collective’s Constitution” means the written document adopted by the founding and first Governing Board members on 24 September 2024, together with any valid amendments, which constituted and brought the Collective into being as a non-profit voluntary association, and which sets out among other things the Collective’s legal foundations, Objectives, Foundational Operational Principles, and management, corporate and financial governance mechanisms;
    3. “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 Cannabis Private-use Rights, including Cultivation and Production Workshops, 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 imperative to reduce the socio-economic hardships currently suffered by the Legacy Growers as a result of the socio-economically inequitable trajectory of the South African Cannabis markets;

“Collective’s Headquarters” means the private premises and headquarters of the Collective located at 16B Markham Road, Claremont, Cape Town, where the Collective’s powers, affairs and operations are primarily exercised and run by the Collective’s Governing Board for the benefit of the members;

“Collective’s PCCMS” means the Collective’s 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;

“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 & Lease Agreements;

1. 1. 1. “Collective’s Website” means dixiejane.co.za/ and related mobile-sites and applications owned and operated by the Collective, and includes the Members-only Private Portal;
    2. “Collective’s Withdrawal Stations” means the Collective’s private members-only withdrawal stations where members may privately and physically collect, but not consume, their Collective Cannabis Products and interact with one another, share their Cannabis cultures and experiences at educational, networking, social and cultural events and workshops in the promotion of their responsible exercise of their Cannabis Private-use Rights via the Collective;
    3. “Confidential Information” means this Agreement, the Collective’s Constitution, the Collective’s PCCMS, the Service Level & Lease 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;
    4. “Cultivation and Production Workshops” means an express instantiation of the Collective Educational Drive, embedded in article 4.3.2 of the Collective’s Constitution, whereby the Member is periodically required to attend either online workshops designed to facilitate the meaningful and educated participation by the Member in the cultivation and production of the Collective Cannabis Crop and Collective Cannabis Products and empower the Member to exert a measure of effective control over the Collective’s Production Premises;
    5. “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 & Lease 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;
    6. “Delivery Address” means the address, access to which the Member warrants they have the private legal right, provided by the Member at the Members-only Private Portal after processing a withdrawal of Collective Cannabis Products, when authorising the Collective to arrange delivery of withdrawn Collective Cannabis Products to the Member in terms of clause 8.1 of this Agreement;
    7. “Delivery Fee” means the fee associated with the expenses incurred by the Collective in delivering Collective Cannabis Products in terms of clause 8.1 of this Agreement that were withdrawn by the Member in terms of clause 7 of this Agreement (a) periodically determined and authorised by a resolution of the Board and published at the Members-only Private Portal; (b) payable by the Member by online card payment in respect of the delivery of each withdrawal of Collective Cannabis Products;
    8. “Dormant Subscription” means a Subscription in respect of periods in which the Member may not access the Collective’s Members-only Private Portal or Withdrawal Stations, partake in any Collective activities, Collective member-based meetings, events or activities – including withdrawing Collective Cannabis Products – until such time as they re-activate their Subscription and pay the associated re-activation fee;
    9. “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;
    10. “Member” means the individual adult person more fully described in Annexure A – the Member’s Schedule – as a Party to this Agreement;

“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 partake in the activities of the Collective including attending member-based meetings, the Collective’s Educational Drive and Cultivation and Production Workshops in accordance with this Agreement and the Collective’s Constitution, the Collective’s PCCMS and any rules or policies implemented by the Collective from time-to-time;

1. 1. 1. “Parties” means Collective and the Member, and “Party” means either one of them, depending on the context;

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

“Propagating Material” means originating feminine Cannabis plants in the form of seeds, seedlings or clones (non-flowering cuttings in growing medium) of varying cultivars – 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. 1. “Prince Privacy Judgment” means the Constitutional Court judgment in Minister of Justice and Constitutional Development and Others v Prince (Clarke and Others Intervening); National Director of Public Prosecutions and Others v Rubin; National Director of Public Prosecutions and Others v Acton (CCT108/17) [2018] ZACC 30; 2018 (10) BCLR 1220 (CC); 2018 (6) SA 393 (CC); 2019 (1) SACR 14 (CC) handed down on 18 September 2018;

“Registration Fee” means the once-off fee: (a) periodically determined and authorised by a resolution of the Board and published at the Members-only Private Portal; and (b) payable by online card payment, by the Member to the Collective via the Members-only Private Portal when first registering and subscribing for membership in the Collective; and (c) 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. 1. 1. “Service Level & Lease Agreements” means the 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:
      1. 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; and
      2. privatising and closing the loop around, as well as facilitating a measure of effective control over, the ecosystem circumscribed by the Collective Cannabis Crop;

“Signature Date” means the date upon which the Parties conclude this Agreement in terms of clauses 17.4 and 17.5 of this Agreement;

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

1. 1. 1. “Quota” means the Quota entrenched in article 4.8.3 of the Collective’s Constitution, delineating the cumulative, maximum number of flowering Cannabis plants forming part of the Collective Cannabis Crop at any one moment and the maximum number of flowering Cannabis plants that are permitted to be cultivated per Collective member and, more particularly for purposes of this Agreement, the Member, across the Collective Cannabis Crop; and

“Withdrawal Fees” means the fees: (a) periodically determined and authorised by a resolution of the Board and published at the 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 via the Members-only Private Portal to the Collective in respect of each withdrawal of, not in exchange for, Collective Cannabis Products in terms of clause 7 of this Agreement; 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. 1. In this Agreement:
    1. Clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;
    2. An expression which denotes:
      1. Any gender includes other genders;
      2. A natural person includes a juristic person and vice versa;
      3. The singular includes the plural and vice versa;
      4. A Party includes a reference to that Party’s successors in title and assigns allowed at law; and
      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.
  2. Any reference in this Agreement to:
    1. “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.
    2. “person” means any person, company, close corporation, trust, partnership or other legal entity.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.
  12. No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person who is not a Party to this Agreement.
  13. 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.
  14. In this Agreement, the words “clause” or “clauses” and “Annexure” or “Annexures” refer to clauses of and annexures to this Agreement unless otherwise indicated.

MEMBER’S EXPRESS AUTHORISATION AND RELATIONSHIP BETWEEN THE PARTIES

1. 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. The Member expressly authorises the Collective to accept the Deeds of Donation, and to conclude, manage and administer the Service Level & Lease Agreements on behalf and for the benefit of the Member for the purposes of:
    1. the responsible, private and quality-controlled production of the Collective Cannabis Crop and Collective Cannabis Products in strict accordance with the Collective’s Constitution and any prescribed limits and requirements; and
    2. both privatising and closing the loop around, and, in addition to the measures afforded in terms of this Agreement, empowering the Members to exert a measure of effective control over, the Collective’s Production Premises and the ecosystem circumscribed by the Collective Cannabis Crop.
  3. Nothing contained in this Agreement 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.

SUBSCRIPTION FOR MEMBERSHIP

1. 1. Subject to the terms of this Agreement and the Collective’s Constitution, the Member hereby subscribes for a non-transferable subscription for membership in and to the Collective, who hereby accepts the Member’s Subscription.

SUSPENSIVE CONDITION

1. 1. The successful conclusion of this Agreement shall be subject to the Member successfully completing the Collective’s registration process, duly executing and concluding this Agreement with the Collective via the Members-only Private Portal either online or in-person at the Collective’s Withdrawal Stations, and paying the Registration Fee.
  2. If the Collective establishes that:
    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;
    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.

ACTIVE VERSUS DORMANT SUBSCRIPTION

1. 1. The Member’s Subscription is Active so long as the Member duly withdraws Collective Cannabis Products in terms of this Agreement at least once within any consecutive 90 (ninety) day period.
  2. The Member’s Subscription goes Dormant when the Member does not duly withdraw Collective Cannabis Products in terms of this Agreement at least once within any consecutive 90 (ninety) day period.
  3. When Dormant, the Member may re-activate their Subscription as an Active Subscription at the Members-only Private Portal against payment of a re-activation fee. The re-activation fee shall equal the Registration Fee applicable at the time of re-activation.

DURATION AND TERMINATION

1. 1. The Subscription shall commence upon the Signature Date.
  2. The Subscription shall terminate automatically—
    1. upon the death of the Member;
    2. 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;
    3. the determination by the Board that the Member has misrepresented any information in relation to the Collective’s cardinal membership criteria; and/or
    4. 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.
  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.
2. WITHDRAWING COLLECTIVE CANNABIS PRODUCTS
  1. The Member shall be entitled to withdraw Collective Cannabis Products provided that:
    1. this Agreement is in force and the Member’s Subscription is Active; and
    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 any given month; or (b) any self-imposed limits established by the Member from time-to-time and monitored by the Collective in the interest of the Member’s harm-reduced Cannabis consumption.
  2. In order to complete a withdrawal and obtain the right to collect (take physical possession of) Collective Cannabis Products, the Member shall log onto their profile at the Members-only Private Portal where they shall:
    1. elect the desired Collective Cannabis Products for withdrawal within the withdrawal quantity limits prescribed in clause 7.1.2 of this Agreement; and
    2. make secure online payment of the applicable Withdrawal Fee to the Collective.

COLLECTION OF COLLECTIVE CANNABIS PRODUCTS

1. 1. Subject to clause 8.2 below, once the Member has executed a withdrawal of Collective Cannabis Products in terms of clause 7 above:
    1. the Member shall:
      1. make payment of the associated Delivery Fee; and
      2. authorise the Collective to arrange for the delivery of the withdrawn Collective Cannabis Products to the Delivery Address for the benefit of the Member, on the prescribed ‘Delivery Authorisation’ form; and
    2. the Collective shall:
      1. arrange for delivery of the withdrawn Collective Cannabis Products to the Delivery Address;
      2. notify the Member of the estimated delivery date and time and of any expected delays or deviations therefrom, as soon as reasonably practical; and
      3. ensure that the Member personally collects (takes possession of) the withdrawn Collective Cannabis Products at the Delivery Address and obtain the Member’s physical signature of a physical copy of the Delivery Authorisation.
    3. Where the Collective arranges for the delivery of Collective Cannabis Product/s that were not withdrawn by the Member, the Member shall be entitled to notify the Collective, which shall exert its best endevours to correct the error, at no charge. However, the Member does not have the right to visually and olfactorily evaluate and ask questions concerning the quality of the Collective Cannabis Products delivered to them. In such a case, the Member may not 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.

Collection at the Collective’s Withdrawal Stations

1. 1. 1. Where the Member prefers to personally collect and take possession of their Collective Cannabis Products withdrawn in terms of clause 7 above, they shall physically attend at the Collective’s Withdrawal Station deemed appropriate by the Collective, based on factors including location and availability of Collective Cannabis Products, where a duly authorised official of the Collective shall hand to the Member the Collective Cannabis Products withdrawn by the Member.
    2. Prior to finally taking possession of the withdrawn Collective Cannabis Products at the Collective’s Withdrawal Station, the Member:
      1. may:
        
        visually and olfactorily evaluate and ask questions concerning the quality of the withdrawn Collective Cannabis Products; and
        
        substitute the Collective Cannabis Products withdrawn with an equivalent quantity of a different cultivar or format of unwithdrawn Collective Cannabis Products available at the Collective’s Withdrawal Station; and
      2. must confirm that are finally satisfied with and keen to personally and privately consume the Collective Cannabis Products withdrawn either originally in terms of clause 7 or via substitution in terms of clause 8.2.2.1.2.

MEMBER’S WARRANTIES, INDEMNITIES AND UNDERTAKINGS

1. 1. The Member hereby warrants to and in favour of the Collective that the Member—
    1. conforms to the Collective’s cardinal membership criteria;
    2. has full legal capacity to enter into this Agreement;
    3. has accurately completed and submitted Annexure A to the Collective; and
    4. is familiar and fully aligns with the Collective Constitution.
  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—
    1. any breaches of the Service Level & Lease Agreements;
    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
    3. any direct, indirect, incidental, special or consequential loss or damages which might arise from the Member’s association and Subscription 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 Withdrawal Stations.
  3. The Member undertakes to safely, responsibly, and personally consume the Collective Cannabis Products away from the Collective’s Withdrawal Stations and 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.
  4. The Member expressly acknowledges and understands that:
    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;
    2. the Collective was established for the express Objective of empowering the Collective members to lawfully, safely and responsibly, collectively and actively exercise their Cannabis Private-use Rights in a bona fide manner;
    3. the legal question – concerning whether one is legally required to personally participate in the private production of one’s Cannabis in order to personally and privately consume such Cannabis – is presently unresolved under South African law;
    4. the Collective goes to considerable efforts to conclude and administer the Service Level & Lease Agreements and arrange the Collective’s Educational Drive and the Cultivation and Production Workshops with the Collective Cultivators and Processors designed to facilitate the Member’s exertion of a measure of effective control over the Collective’s Production Premises and personal and active participation in the production of the Collective Cannabis Crop and Products; and
    5. the potential criminal legal risks that their fellow members, the Collective Cultivators and Processors, assume in fulfilling their duties in terms of the Service Level & Lease Agreements must be mitigated to the extent possible.
  5. Notwithstanding the meaningful measure of effective control exerted by the Member over the Collective’s Production Premises and participation in the closed-loop production of the Collective Cannabis Crop and Products, the Member thus expressly:
    1. assumes all legal responsibility for failing to exercise their Cannabis Private-use Rights via 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; and
    2. accepts that the Collective, with the intention of protecting and mitigating the risks assumed by the Collective Cultivators and Processors, shall not be obliged to disclose the locations of the Collective’s Production Premises to the Member without the express written consent of the respective Collective Cultivators or Processors.

THE COLLECTIVE’S WARRANTIES AND UNDERTAKINGS

1. 1. The Collective hereby undertakes to—
    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;
    2. report to the Member on the financial health of the Collective, including explanations, at the Members Meetings, regarding how the proceeds generated by the Collective are deployed towards the achievement of the Collective’s Objectives;
    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 Active and shall notify the Member when the Member has reached their withdrawal limits in a given month; and
    4. continuously provide the Member with meaningful opportunities to actively participate in the ongoings and events of the Collective and to exercise their Cannabis Private-use Rights and exert a measure of effective control over the Collective’s Production Premises and personal and active participation in the production of the Collective Cannabis Crop and Products in line with the rights entrenched in terms of the Collective’s Educational Drive and Cultivation and Production Workshops in terms of the Collective’s Constitution.
  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 & Lease Agreements is material to the Member’s continued membership of the Collective.
  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 & Lease Agreements including maintaining relevant aspects of the Collective’s PCCMS, and that the cultivation, processing and production processes consistently meet the specified agronomic and processing standards. Such measures include, but are not limited to:
    1. Collective Processors conducting hazard analysis and critical control point analyses designed in order to ensure the Collective Cannabis Products are safe for the Member’s consumption;
    2. periodical certified laboratory testing of samples 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”), in accordance with article 4.6.3 of the Collective’s Constitution;
    3. prompt and collaborative implementation of corrective actions designed to assist non-compliant Collective Cultivators and Processors to comply with the Service Level & Lease Agreements within a reasonable timeframe; and
    4. 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 & Lease Agreement.
  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:
    1. weighed using properly calibrated equipment to maintain precision;
    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; and
    3. labelled with at least the following information: cultivar, net weight or volume, THC and CBD content (as applicable), batch number and date.
  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.

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

1. 1. The Member agrees that the use of the Collective’s Website and Members-only Private Portal are provided at the Member’s risk, and any information, content, or services provided through the Collective’s Website and Members-only Private Portal are provided entirely at the Member’s own risk.
  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 and Members-only Private Portal.
  3. The Collective’s Website and Members-only Private Portal are 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.
  4. The Collective does not guarantee the continuous availability, uninterrupted access, or error-free functionality of the Collective’s Website and Members-only Private Portal. The Member acknowledges that the Collective’s Website and Members-only Private Portal may be subject to downtime, technical issues, or other disruptions.
  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 Members-only Private Portal 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.
  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.
  7. The Collective may modify, update, or discontinue the Collective’s Website and Members-only Private Portal at any time without prior notice and the Member indemnifies and holds the Collective harmless against any consequences of such modifications, updates, or discontinuation.

INDEMNITY

Each Party hereby agrees to indemnify and hold the other Party (and/or their 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.

PROTECTION OF PERSONAL INFORMATION

1. 1. The Collective shall take all reasonable measures to protect the Member’s privacy and personal information.
  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, to which the Member hereby consents to providing for purposes of the proper administration of this Agreement.
  3. The Member must inform the Collective of any change to its personal information as soon as reasonably possible.
  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.
  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.
  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.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

1. 1. The 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.
  2. The Parties shall each retain all Intellectual Property created or owned 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.

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. WhatsApp or email addresses provided on the cover page of this Agreement. Such notices are deemed to be received upon two ticks reflecting on the sending Party’s device when submitted by WhatsApp and, unless the email bounces, at the time of submission when the sending Party submits by email.

CONFLICT RESOLUTION

1. 1. Should any dispute, disagreement or claim arise between the Parties concerning this Agreement (“conflict”), the Parties shall:
    1. meet within 14 (fourteen) days of written notice or registration of the conflict; and
    2. negotiate in good faith to resolve the conflict in an amicable manner.
  2. Should the Parties fail to resolve the conflict in an amicable manner via good faith negotiations in the abovementioned timeframe, or within any extended period they agree on in writing, the Parties shall refer the conflict to an independent industry expert for mediation.
  3. The Parties agree that in no circumstance will either Party publicise the dispute on any public platform, including social media platforms. The Parties understand that any publicity of this nature can cause serious damage to the other Party, which damage may result in a financial claim.

GENERAL

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.
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.
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.
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 17.5 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 17.5 below.
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 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.
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.
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.
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.
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.

[/vc_column_text][/vc_column][/vc_row]