This Crowd Farming Participation Agreement (the “Agreement”) is entered into as of [Date] by and between Magna Cibus Ltd., a company registered under the laws of Ghana (hereinafter referred to as “Famerlio”), and the individual or entity agreeing to participate in the crowd farming program (hereinafter referred to as the “Participant”).

WHEREAS:

1. Famerlio operates a crowd farming platform accessible via the website famerlio.org (the “Platform”) to connect participants with agricultural investment opportunities;
2. The Participant desires to contribute capital to the farming projects listed on the Platform, subject to the terms and conditions herein;
3. This Agreement aims to establish the rights and obligations of the parties to ensure transparency, accountability, and protection of the Participant’s capital.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

1.1. “Participant” means an individual or entity that provides capital for farming projects listed on the Platform.

1.2. “Capital Contribution” means the funds provided by the Participant for a specific farming project.

1.3. “Farm Project” means any agricultural project listed on the Platform and managed by Magna Cibus Ltd. or its designated operators.

1.4. “Net Returns” means the profit generated from the Farm Project after deducting all relevant costs, taxes, and fees.

1.5. “Reserve Fund” means a fund established by Famerlio to partially cover losses and protect Participants’ contributions in unforeseen adverse situations.

1.6. “Force Majeure” refers to events beyond the reasonable control of Famerlio, such as natural disasters, pandemics, or political instability, that significantly impact the execution of a Farm Project.

2. PARTICIPATION AND CAPITAL CONTRIBUTION

2.1. The Participant shall select a Farm Project from the Platform and make a Capital Contribution through the designated payment channels provided on famerlio.org.

2.2. The Participant acknowledges that the Capital Contribution is subject to the terms of this Agreement and the specific terms provided for each Farm Project.

2.3. The minimum and maximum investment amounts for each Farm Project will be specified on the Platform.

2.4. The Participant shall provide accurate and complete information during registration on the Platform and promptly update any changes.

3. RIGHTS AND OBLIGATIONS OF THE PARTICIPANT

3.1. Right to Returns: The Participant shall be entitled to a share of the Net Returns from the Farm Project proportional to their Capital Contribution.

3.2. Access to Information: The Participant shall have access to periodic updates and reports regarding the Farm Project’s progress and financial performance through the Platform.

3.3. No Operational Control: The Participant agrees that they will not have direct operational control or management authority over the Farm Project.

3.4. Risk Acknowledgment: The Participant acknowledges that agricultural projects carry inherent risks, including but not limited to weather conditions, pests, market fluctuations, and other unforeseen events.

3.5. Compliance: The Participant agrees to comply with all applicable laws and regulations, including anti-money laundering (AML) and know-your-customer (KYC) requirements.

3.6. Return of Capital: The participant shall be entitled to return of their capital if 3 months after their contributions, the farm in question has not commenced

4. OBLIGATIONS OF FAMERLIO

4.1. Project Management: Famerlio shall ensure that all Farm Projects are managed by qualified personnel and in accordance with best agricultural practices.

4.2. Transparency: Famerlio shall provide regular updates on the status of the Farm Projects, including financial statements, farming progress, and any challenges encountered.

4.3. Risk Mitigation: Famerlio shall implement reasonable measures to minimize risks, including insurance coverage for the Farm Projects where feasible.

4.4. Capital Protection: Famerlio shall establish a Reserve Fund to partially protect the Participant’s Capital Contribution in the event of significant adverse outcomes.

4.5. Adherence to Laws: Famerlio shall operate in compliance with Ghanaian laws, international best practices, and applicable agricultural and financial regulations.

5. FINANCIAL TERMS

5.1. Profit Sharing: The Net Returns shall be distributed to the Participant within two (2) weeks after the completion of the Farm Project or as outlined in the Project Terms.

5.2. Management Fee: Famerlio may deduct a management fee (10%) from the Net Returns as specified on the Platform for each Farm Project.

5.3. Tax Obligations: The Participant shall be responsible for complying with applicable tax laws regarding income received from the Farm Project. Famerlio shall provide the necessary documentation for tax reporting purposes.

5.4. Reserve Fund Contribution: A portion of the Participant’s Capital Contribution may be allocated to the Reserve Fund to mitigate potential risks.

6. TERMINATION

6.1. By Mutual Consent: This Agreement may be terminated at any time by mutual written agreement of the parties.

6.2. Breach of Terms: Famerlio reserves the right to terminate this Agreement if the Participant violates any terms herein or applicable laws.

6.3. Project Completion: This Agreement shall automatically terminate upon the successful completion and distribution of Net Returns from the Farm Project.

6.4. Force Majeure: In the event of a Force Majeure situation rendering the continuation of the Farm Project impossible, Famerlio may terminate this Agreement with written notice to the Participant.

7. LIABILITY AND INDEMNITY

7.1. Famerlio shall not be liable for any loss of the Participant’s Capital Contribution resulting from risks inherent to agricultural projects or Force Majeure events.

7.2. The Participant agrees to indemnify and hold harmless Famerlio from any claims, damages, or liabilities arising out of their participation in the Farm Projects, except where caused by gross negligence or willful misconduct by Famerlio.

7.3. Famerlio’s liability for any breach of this Agreement shall be limited to the amount of the Participant’s Capital Contribution.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by the laws of Ghana.

8.2. Any disputes arising from this Agreement shall first be resolved through amicable negotiations. If no resolution is reached, the parties agree to submit the dispute to arbitration in accordance with the rules of the Ghana Arbitration Centre.

9. MISCELLANEOUS

9.1. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements.

9.2. Amendments: Any amendments to this Agreement must be made in writing and signed by both parties.

9.3. Severability: If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4. Notices: All notices under this Agreement shall be sent via email to the addresses provided during the Participant’s registration on the Platform.

9.5. Assignment: The Participant may not assign their rights or obligations under this Agreement without prior written consent from Famerlio.

9.6. Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

For Magna Cibus Ltd. (Famerlio):
Name: ___________________________
Title: ___________________________
Signature: ________________________
Date: ____________________________

For the Participant:
Name: ___________________________
Signature: ________________________
Date: ____________________________