1. AGREEMENT FOR THE PURCHASE OF MEMBER UNITS

This Agreement for the Purchase of Member Units (“Agreement”) is a legal agreement between The African Village Limited (“TAV”) and You, for the purchase of Royalty Membership of the African Village Community along with non-exclusive annual royalty earning rights (the “Product”) paid from net profits made by TAV.

You hereby represent and warrant that You have CAREFULLY read and understood this Agreement, that You are of legal age under the laws of Your country (e.g., eighteen years of age or older in the United Kingdom), and that You accept this Agreement freely, voluntarily, and with full knowledge and understanding of its terms and conditions.

2. DEFINITIONS

“You or “Your” refers to You individually or the entity with which You are employed or affiliated and on whose behalf the Agreement is executed.

“We” or “Our” or “Us” is The African Village Limited registered in England and Wales with company number 13127652.

“Agreement” refers to the legal agreement between TAV and You, for the purchase of the Product.

“Documentation” means explanatory materials in printed, electronic, or online form that accompany the Product.

“Member Unit” refers to a product the ownership of which grants you Royalty Membership of The African Village Community along with a non-exclusive right which entitles You to earn an annual royalty which is paid from the net operational profits declared by TAV.

“Website” shall mean https://theafricanvillageuk.com which is owned by The African Village Limited.

3. ORDER

Upon TAV’s acceptance of your order and in consideration of the payment of the price by you and receipt of the corresponding payment by TAV, TAV grants you Royalty Membership of The African Village Community along with a non-exclusive right which entitles You to earn an annual royalty which is paid from the net operational profits declared by TAV, subject to the terms of this Agreement.

Upon completion of Your purchase, You will receive an electronic record of ownership which is proof of the number of Member Units owned by you.

TAV reserves the right to reject Your submission of an order to purchase Products (“Order”) at any time and without any liability to TAV if, in TAV’s sole discretion, it is unable to process or fulfil Your Order. TAV shall have this right of rejection even if You should receive a notice via the Website that the Order was successfully submitted or completed (or similar language).

Promptly following any rejection by TAV of Your Order, TAV will refund any prior payments that You have made for the Product included in that Order.

You confirm that all information provided by You when placing an Order is complete, accurate and up to date so as to allow TAV to fulfil Your Order.

If You provide any information that is untrue, inaccurate, or incomplete, or if TAV has reason to believe that the information You provided is untrue, inaccurate, or incomplete, TAV may: (a) suspend or terminate Your account; (b) if permitted by applicable law, use electronic self-help means to terminate Your ability to access the Product; and/or (c) terminate this Agreement.

You will maintain the confidentiality of Your password, User ID, and other account credentials. You shall immediately notify TAV of any unauthorized use of Your account credentials, or any other breach of security that is known or suspected by You.

You consent to the use of electronic communications in transacting business with TAV, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with TAV, You will need to provide TAV with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You shall not use this Website to place any Orders.

4. PRICE AND PAYMENT

Prices are as specified on the Website; however, TAV reserves the right to adjust prices in its sole discretion due to increases in costs, the increase or imposition of any tax, duty or other levy, any variation in exchange rates, or any programming, data or other errors. The price for the Product is exclusive of taxes, which shall be paid by You.

You shall make payment for Your Order by one of the methods that are indicated on the Website. When You place Your Order, TAV will charge the credit or debit card that You provided. If You do not pay applicable taxes to TAV for the Product, You must report and pay any applicable taxes to the appropriate governmental agencies.

TAV reserves the right to verify Your credit or debit card payments. You shall be responsible for any fraudulent or unauthorized transactions made through the Website, including, without limitation, using Your account credentials, credit card or debit card.

Title to the Product will pass to You when TAV receives payment in full for the Products.

5. ROYALTY RIGHTS AND RESTRICTIONS

The total number of Member Units created and owned by TAV is Five Million units

The Board of Directors of TAV reserves the sole right to determine the percentage of its operational profits to be shared equally across all Five Million Member Units, such percentage projected to be a minimum of five percent.

You will earn royalty based on the number of member units owned by you.

Payments of royalties will commence from the first declaration of profits by TAV.

TAV is protected by copyright laws. Purchase of the Product does not entitle you to any form of management or operational role in TAV neither does it confer on you the right to use any proprietary intellectual property of the TAV, nor does it confer on you the right to represent TAV in any capacity.

6. PURCHASES ON BEHALF OF OTHERS

You may choose to purchase member units on behalf of a third party.

By so doing you undertake that you have their express permission to enter their personal information in TAV Member Unit order form.

Such third parties have a right to request information on how their Personal Information is stored, processed, and managed.

They also have the right to erasure.

7. PURCHASES ON BEHALF OF CHILDREN AND VULNERABLE ADULTS

Our Privacy rules cover children and all vulnerable adults.

By making a purchase on behalf of a child or vulnerable adult you consent that you have the legal parenting/guardianship/ rights over such minor or vulnerable adult.

8. OWNERSHIP

All rights not expressly set forth hereunder are reserved by TAV

Ownership of member units does not confer on you any right to represent TAV in any capacity, to use or appropriate or caused to be used any artefacts including logos and other intellectual property of TAV, neither does it confer on you any right to management or decision making of TAV.

9. FORCE MAJEURE

Neither Party shall be in breach of the Agreement in the event it is unable to perform its obligations as a result of natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or any other reason or condition beyond its reasonable control.

10. LIMITATION OF LIABILITY; INDEMNIFICATION; RELEASE

In no event shall TAV be liable for any special, punitive, exemplary, direct, indirect, incidental, or consequential damages (including, without limitation, damages for loss of business, loss of revenue or profits, business interruption, or loss of data) arising out of or in connection with this agreement or the subject matter hereof even if TAV has been previously advised of the possibility of such damages.

In any event, if TAV should be held liable for any damages notwithstanding the terms and conditions of this agreement, the entire liability of TAV with respect to its obligations under this agreement or otherwise, for any reason and upon any cause of action, regardless of the number of actions or number of the products (and whether based in contract, strict liability, negligence or otherwise) shall not exceed, in the aggregate, Fifty British Pound Sterling (£50.00 GBP).

No cause of action which accrued more than one (1) year prior to the filing of a suit alleging such cause of action may be asserted against TAV or its affiliates. Some jurisdictions do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages, so certain of the above limitations or exclusions may not apply to you. No other limitation contained in this agreement shall limit TAV’s liability to you, to the extent such limitation is prohibited by applicable law. The limitations of liability in this agreement shall survive even if any exclusive or limited remedies provided in this agreement should fail of their essential purpose.

You shall indemnify, defend and hold harmless TAV and its affiliates, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an “Indemnified Party”), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, court costs and reasonable attorneys’ and consultancy fees), arising directly or indirectly, in whole or in part, out of: (a) any breach or threatened breach of this Agreement by You; (b) Your ownership of the Product; or (c) Your negligence, gross negligence or wilful misconduct. An Indemnified Party may participate in the defence by counsel of its own choosing, at its own cost and expense. You shall not settle any claim that adversely affects an Indemnified Party or imposes any obligation or liability on an Indemnified Party without the Indemnified Party’s prior written consent.

To the maximum extent permitted by law, you hereby release each indemnified party from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in connection with disputes between You and third parties (including vendors) concerning the Product, the Website or this Agreement.

11. REFUNDS POLICY

All refund requests are managed by TAV. We have a 14-day refund policy, which means you have 14 days from the date of your purchase to request for a refund. You do not need to state why you want a refund.

To start a refund, you can simply send us an email at cx@theafricanvillageuk.com. We will notify you once your refund has been approved, and you’ll be automatically refunded on your original payment method. Please remember it can take some time for your bank or credit card company to process and post the refund too.

All refunds are subject to a processing fee of 7.5% of the refund amount.

12. PROJECTED TIMELINES

Land Acquisition: Q4 2023 - Q2 2024

Tech Build: Q2 - Q4 2023

Project Design: Q2 -Q4 2023

Planning Permission: Q2 2024 - Q2 2025

Project Build Q3 2025

Minimum Viable Product: Q3 2027

All projections are subject to review.

13. RISKS

You understand that economic volatility can cause changes in TAV’s profitability and can cause royalty payments to rise and fall. You agree that there is the chance that entire markets can decline, thus affecting the values of royalty payments, and that royalty payments are not guaranteed.

14. TRANSFERABILITY

You may choose to transfer your Member Units to an individual or corporate body at any time. Such transfer shall be with the express written permission of TAV. (Such permission not to be unduly withheld).

All documents for such transfer(s) shall be duly executed by TAV.

There is an applicable fee of 10% for each executed transfer of Member Units.

By executing a transfer of your Member Units to another individual or corporate body, you understand that they will become the new owners of the Member Units with the right to earn royalties as declared by the company.

Transfers of Member Units cannot be reversed.

16. GOVERNING LAW

With regard to the Product You purchased from TAV, these Terms shall be governed by, and construed in accordance with the laws of the United Kingdom, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of the United Kingdom. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded.

You agree that in the event of a breach or threatened breach of any provision of these Terms by You, TAV could suffer significant and irreparable harm that could not be satisfactorily compensated in monetary terms and that the remedies at law available to TAV may otherwise be inadequate and TAV shall be entitled, in addition to any other remedies to which it may be entitled to under law or in equity, to the immediate ex parte issuance, without bond, of an equitable relief, including without limitation, an injunctive relief, in any jurisdiction worldwide.

You agree and acknowledge that TAV shall not be required to post a bond as a condition to obtaining or exercising any such remedies, and You hereby waive any such requirement or condition.

17. ENFORCEABILITY

If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

18. ASSIGNMENT

TAV may assign this Agreement, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer this Agreement, or any of your rights or obligations hereunder, to any third-party without our prior written consent. Any unauthorized assignment will be void and of no force or effect.

19. ENTIRETY

These Terms are the entire Agreement between You and TAV regarding the subject matter herein.

Our failure to enforce any rights granted hereunder or to take action against You in the event of any breach hereunder shall not be deemed a waiver as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.

Your failure to take any action against us over a term of one (1) year from any breach of these Terms shall be automatically deemed as a waiver.

20. NO CLASS-ACTION

You undertake not to engage in any class-action against TAV and solely to claim any losses personally.