RANCH ROOTS MARKET

Food Buying Club Membership Agreement

This Agreement is between the parties, Ranch Roots Market Buying Club, (the “Club”) and  the individual signing this agreement below, (the “Member”).  

I, Member, for the sum of Forty-Nine Dollars ($49.00)  annually, purchase a membership in the Club. The members of the Club are committed to purchasing  wholesome, locally produced food as well as other food products, clothing, and household products  purchased wholesale by the Club, and seek to join together for the purpose of obtaining these products.  The membership fee is a non-refundable fee. Member understands that the products, services, and  benefits available through The Club may not necessarily conform to conventional grocery and market  products.

By signing below, the Member agrees to the following:

1. Ranch Roots Market Buying Club: The Club facilitates the purchase of local and regional farm  foods between local producers and the Member, as well as food, clothing, and household  products purchased wholesale. The Club does not endorse or promote any products or services,  although members can certainly share information and recommendations concerning products  themselves. Member understands that the Club is a private club and agrees not to disclose Club  activities outside of the Club.

2. Local Food Products: The Member understands that the Club does NOT resell certain locally  produced food products, including meat, raw milk, or cottage foods. These food product  purchase transactions are made between the Member and the producers, i.e. the Club’s food  sources, and the Member owns all products as soon as they are released by the producer. Thus,  the Member bears liability for products once they have been shipped or delivered by the  producer. The Club is not licensed or approved by any Federal, State or local agency except that the Club will secure any retail, food establishment, or other licenses that are required to operate.

3. Wholesale Food Products: Other food products, including but not limited to soda, crackers,  chips, olive oil, will be purchased wholesale by the Club and also made available to Members.  

4. Personal Use: Any unlicensed or uninspected food products received through the Club shall be  for personal use and shall not be resold or distributed to anyone outside of Member’s family  and/or non-paying guests.

5. Education: Member understands that milk and milk products purchased through the Club have  not been pasteurized or inspected, and certain other food products, such as cottage foods  produced in a home kitchen, have not been inspected by any regulatory agency. Member  understands the potential risk and will educate Member’s family members about the risks  associated with the consumption of raw milk and food products produced in a home kitchen,  and with the improper storage of raw milk and cottage foods. Member releases the Club or any third-party raw milk producer and cottage food producer from any responsibility for education of  Member’s family members or guests.

6. USDA Meat/Animal Shares: The Club will offer USDA inspected and processed meat. Should  the Club in the future offer uninspected meat, the Club will not buy live animals itself, but shall  instead coordinate the purchase of live animals from local producers for custom slaughter and  distribution of meat products when Member purchases shares in live animals from those  producers via a Bill of Sale (and Meat Share Agreement as needed).

7. Raw Milk and Raw Milk Products for Human Consumption: The Club offers raw milk and raw  milk products for human consumption through third-party producers licensed by the state to sell raw milk. The Club will not buy and resell raw milk and raw milk products. Instead, Member  agrees to submit payment to the raw milk producer(s) via the Club’s online payment system, and the Club will pass such payments directly to each raw milk producer(s). The Member owns all raw milk products as soon as they are released by the producers; thus, the Member bears  liability for raw milk products once they have been shipped or delivered by the producers.  Should the Club in the future offer raw milk or raw milk products from a producer that does not  hold a license to sell raw milk, Member agrees to purchase a share in the raw milk producing  Herd and enter into a Herd Share Agreement with that producer.  

8. Produce: The Club Coordinator will facilitate the purchase of whole, uncut vegetables and fruit  between the Member and various local vegetable producers.  

9. Cottage Food Products: Certain products, including but not limited to sauces, dressings, and fresh baked breads will be made available by home-based food producers operating under the Texas cottage food laws. The Club will not buy and resell the home-based food products. Instead, Member agrees to submit payment to the cottage food producer(s) via the Club’s online  payment system, and the Club will pass such payments directly to each cottage food producer(s).  The Member owns all cottage food products as soon as they are released by the producers; thus,  the Member bears liability for cottage food products once they have been shipped or delivered  by the producers.  

10. Non-Food Wholesale Products: Non-food products such as soaps and clothing will be purchased  wholesale by the Club Coordinator and also made available to Members.

11. Assumption of Risk, Waiver of Claims, and Indemnity

a. Waiver of Claims: Member hereby waives any and all rights to make, file or pursue any  claims, demands, suits, actions, cause of action, damages, etc. against the Club and/or  any of its members, food producers, wholesale product sources, agents, employees,  representatives, principals, lessor, lessees, vendors, contractors, subcontractors that  arise out of or any way related to any injury, illness, death, loss or damage cause, in  whole or part by (a) by the handling, processing, consumption or use of any food or  wholesale product made by a food producer or wholesale product source belonging to  the Club or any other producers after it has been obtained by the Member or (b) visiting  or entering the Club’s premises, or the premises of members, food producer, wholesale  product sources, or the Club Coordinator(s).

b. Negligence: Member also waives any claims of negligence against the Club, or any of the Club’s agents, food producers, wholesale product sources, employees, & representatives, principals, lessors, lessees, vendors, contractors, or subcontractors, that  arise out of or in any way relate to the subject manner of this Agreement, but retains the right to pursue claims for gross negligence, intentional misconduct, or fraudulent activities.

c. Indemnification: Member shall indemnify and defend the Club and its members and shall hold harmless the Club and its members, employees, representatives, principals,  lessor, lessees, vendors, contractors, subcontractors and its food producers, or wholesale  product sources against any and all demands, suits, actions, cause of action, damages,  etc. against the Club and/or any of its members, agents, employees, representatives,  principals, lessor, lessees, vendors, contractors, subcontractors that arise out of or in any  way related to any injury, illness, death, loss or damage cause, in whole or in part by (a)  the handling, processing or consumption or use of any food products made by a food  producers, or wholesale product sources, belonging to the Club or any other producers  after it has been obtained by the Member or (b) visiting or entering the Club’s premises,  or the premises of members, food producers, wholesale product sources, or the Club  Coordinator(s).

d. Claims. In the event that either party to this Agreement seeks to assert any claim  against the other party for any reason in connection with this Agreement or the  activities of the other party under it (other than a claim of nonpayment), the party asserting claim shall, within one hundred eighty (180) days of learning of the  circumstances giving rise to the claim, reduce it to writing (stating the nature of the  claim and amount of relief sought) and serve it on the other party. Any claim for liability  under this Agreement not made in compliance with this Paragraph is waived.  

e. Arbitration of Disputes. All disputes, claims, and questions regarding the rights and  obligations of the parties under the terms of this Agreement (other than a claim of  nonpayment) are subject to arbitration. Either party may serve on the other a written  demand for arbitration within one hundred eighty (180) days after the dispute first  arises. The parties shall agree on an arbitrator in accordance with the rules of the  American Arbitration Association, and each party shall pay its own arbitration costs,  except the costs of the arbitrators shall be shared equally. The Arbitration shall occur  within fifty miles of the Club. The Parties explicitly waive their rights to bring suit in  court, either federal or state.  

f. Choice of Law: Texas law shall apply to this Agreement, and if, for any reason, any  provision or provisions of this agreement are determined to be invalid and contrary to  any existing or future law, such invalidity shall not impair the operations of those  portions of the agreement which are valid.

12. Food Sources: Food producers of the Club are strongly encouraged to join the Farm to  Consumer Legal Defense Fund. If they choose not to join, the Farm to Consumer Legal Defense  Fund does not guarantee legal representation on any issues that may arguably be attributed to  or caused by the food producer, which could result in the need for the Club and its members to seek outside representation. The Club Coordinator(s) may choose to cease ordering from a food  producer at any time.

13. Club Coordinator Role: Member understands that the Member will make payment as described  below, and that the Club Coordinator is responsible for placing orders and determining time,  date, and place for pickup or delivery of Member’s order. The Club Coordinator is responsible for all administrative tasks, ordering, record-keeping and other organizational services of the Club. Member agrees and understands that the Club Coordinator may add a fee to the price of  the product paid to the food producers, wholesale or other product sources as an administrative  fee.

14. Ordering: Member understands that there are no minimum order requirements as to quantity  or frequency for individual members, although there are minimums for many suppliers, so in the  case that the Club does not meet minimum requirements, the order may be canceled.

15. Payment: Member understands that the membership fee, which shall be paid annually by  Member, helps to cover the costs of operating the Club, such as funding a personal Club financial  account, communications, and other operational expenses. The Club fee is compensation for  the time and labor spent in facilitating the purchase of local food products. Member agrees to  submit orders in time to get an order total from the Club Coordinator(s). Member also agrees  that orders will be paid for by credit card and agrees to provide the Club Coordinator with a  credit card at the time that Member’s first order is placed. Member understands that the  Member’s credit card data will be saved by the Club third party payments system, Shopify, for  future purchases.

16. Order pickup: The Club Coordinator shall schedule the date, time and location of pickup, or  make arrangements with the Member for pickup. Member agrees to pick up his/her order  during the scheduled pickup window.

17. Sales tax: The Club understands that Texas exempts sales tax on food products produced or  procured directly from the farm and the Club’s food sources. To the extent that the state of Texas  imposes any sales tax liability, the individual members are responsible for payment of any sales  tax. If needed, the Club can provide Member with an annual ordering record to properly  account for products purchased.

18. Continuation and Termination: Membership fees are paid annually and shall be due on the 5th day of the month, yearly from the date of the signing of this contract. Membership fees are non refundable. The Club can terminate the membership of any member at any time for any reason,  including but not limited to failure to abide by the rules set forth in this Agreement. Members  have the right to terminate his/her membership at any time for any reason. Any and all membership fees already paid shall not be reimbursed.

19. Severability: If, for any reason, any provision or provisions of this Agreement are determined to  be invalid and contrary to any existing or future law, such invalidly shall not impair the  operations of those portions of the Agreement which are valid.