Loop Farm Waiver

Version: 2.03

Introduction:

Participation in the Loop program is conditional upon you signing the User Agreement and Waiver of Liability Agreement (the "Loop Agreements"). The following information is intended to provide a "plain language" overview of the Loop Agreements. Please review carefully and ensure you understand the terms of these agreements. If you have any questions regarding the Loop Agreements or the plain language overview, please do not hesitate to contact a Loop representative.

It is strongly recommended that you obtain independent legal advice before entering into the Loop Agreements.

In the event of a discrepancy between the plain language overview below and either of the Loop Agreements, the Loop Agreements shall govern.

Conditions:

  1. These goods are provided “as is/where is” for the purpose of animal feed.
    1.1. No warranty of food condition, suitability, or quality is expressed or implied.
  2. These goods are NOT for human consumption. Sale of these goods for human consumption is not allowed.
    2.1. EXCEPT for donations to a registered charity for human consumption, where permitted by the store brand.
    2.2. ALL donated goods for the purposes of human consumption will be recorded and submitted to Loop for tracking purposes.
    2.3. ALL donations to charity must be open handed (i.e. acceptance is at the sole discretion of the charity) and given with background information about the goods and their keeping/ transport.
  3. The suitability for feed, quantity to feed, and quality of the goods must be determined by the farm on a case by case basis.
    3.1. All feed decisions will be made in keeping with current CFIA regulations.
    3.2. The feed protocol is at the discretion of the farm and must be in keeping with accepted best practices.
  4. The goods are provided for use on the property of the farm and are not to be sold, bartered or traded for gain. The goods provided cannot be returned to the store for credit of any type. Nor are they to be processed into further goods or profited from, except in adherence with the conditions below:
    4.1. Profits arising from the sale of animals or animal products raised using the goods as feed belong to the farm in whole, and do NOT constitute a breach of this contract.
    4.2. Further processing of the received goods, and sale of the resulting products is NOT permitted within the program. (ie, Jam, Preserves, pies or other products)
    4.3. Farm-raised products are not to be sold while on store property or adjacent to store property. All sales of farm-raised products will be completed prior to every Loop pickup.
  5. Farms assume all responsibility for biosecurity on their farm, for their livestock and animals.
  6. Farms are working with Loop on behalf of their own farm, without pay, and without paying for Loop goods. They are therefore covered by their farm’s insurance policy. Farms should have a farm worksafe program, if they feel that is appropriate. Farms are not covered by Loop’s workers compensation.
  7. Farms will follow Loop guidelines putting the goods to highest and best use as outlined in the Loop Farm Manual.
  8. Farms will make best use of the plastic and cardboard packaging either by reuse, recycling, and lastly landfill. Farms will not burn plastic or cardboard.

These apply only to Farms doing a pickup at a store, warehouse or charity location:

  1. A Loop trained person of legal age, who has signed the waiver, and has Loop ID must be present at each pickup. Others may assist on the vehicle but cannot be present in the store.
  2. Farms agree to complete each pickup using a properly licensed and insured vehicle.
  3. Farmer does not have a pending appearance or conviction within the last 7 yrs.
  4. Farmer agrees to not be under the influence of drugs or alcohol during a pickup.
  5. Farms will promptly submit all data from Loop pickups.

For all participants:

I agree that:

  • Goods are provided "as is/where is".
  • Goods are NOT for human consumption.
  • All goods donated by me will be made to a registered charity and follow the guidelines specified above.
  • There is no warranty of food condition.
  • There are no guarantees of suitability.
  • All CFIA feed requirements will be followed on my farm.
  • Best practices will be followed on my farm for feed decisions.
  • The goods are for use on my property and are not for gain.
  • The goods may not be returned for credit.
  • I may not sell products manufactured from these goods except as outlined above
  • I will not sell farm raised products while on or near store property.
  • I will complete sales of farm-raised product prior to my Loop pickup for that day.
  • I assume all responsibility for bio-security on my farm.
  • I agree to the highest and best use of food, packaging, plastic and cardboard. I agree to not burn these items on my property.

For farms completing a pickup at a store, warehouse or charity location:

I agree that:

  • I will not send an untrained person to complete the pickup on my behalf
  • I assume all safety responsibilities for myself and helper(s) while completing the Loop pickup on store property. I understand there is no workers compensation available from Loop as I am not an employee, contractor, or volunteer.
  • I agree to complete each pickup using a properly licensed vehicle, with adequate and current insurance.
  • I will submit my data promptly after each pickup

I understand that Loop is administering this free access program. Loop does not promise that all applicants will get a spot in the program. Loop fills scheduled spots with people and farms considering seniority, availability, and suitability for the program. Applicants with an indictable conviction within the last seven years are not eligible for the program. There are no guarantees of the size, quality or frequency of Loop pickups. I understand and agree to these terms.

By signing this document, I acknowledge that I have read and agree to be bound by the terms above.

I understand that misuse of the goods may result in summary expulsion from the program without warning. In addition, Loop may, at any time, release me from the program for any reason. I agree to this and will not pursue damages. I waive any and all rights to sue Loop for damages arising out of my participation in the program.

By signing this document, I acknowledge that I have read and agree to be bound by the terms above.

Nondisclosure:

I agree to keep Loop Program information confidential and not to use said information on my own behalf or share with others. I also agree to take reasonable security measures to prevent accidental disclosure of information, and to physically destroy any confidential information I receive.

By signing this document, I acknowledge that I have read and agree to be bound by the nondisclosure agreement above.

Noncompetition:

I further agree to not compete with Loop. I will 1) Not take the Loop program and create my own business on this model and 2) Not own, manage, operate, consult or be employed by a business similar to Loop. This extends to any and all store(s) Loop works with, and Is in effect for six (6) months regardless of cause for termination. Exemptions may be provided with written permission.

By signing this document, I acknowledge that I have read and agree to be bound by the noncompetition agreement above.

Relationship:

By signing below I agree to enter into a mutual hold harmless agreement with “Loop Resource” and its employees, volunteers, suppliers and contractors. I will pick up and receive feed for my animals and livestock at a time and place as directed by Loop Resource, from its suppliers. I will hold all parties harmless from loss, damages, litigation, or outcomes both negative and positive that may result from the use of the supplied goods. I agree that Loop Resource, employees, contractors, and suppliers will be held harmless from any consequences arising from this relationship.

Legal Document

USER AGREEMENT
(the "Agreement")

DATED EFFECTIVE as of the date indicated below (the "Effective Date").

BETWEEN:

LOOP RESOURCE LTD.,
a corporation incorporated pursuant to the laws of British Columbia
("Loop")
AND:

the Undersigned,
an individual residing at the address indicated below
(the "End-User")

BACKGROUND:

A.	Loop has developed a proprietary program (the "Loop Program") providing data and analytics to end-users and customers regarding the availability of organic product ("Goods") that may be picked up from various customers by the end-user; and
B.	The End User wishes to participate in the Loop Program in accordance with the terms and conditions set out in this Agreement. 
NOW THEREFORE in consideration of the End User's participation in the Loop Program, the covenants and agreements herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, THE PARTIES AGREE AS FOLLOWS:
1.	ACCESS TO LOOP PROGRAM
1.1	Loop hereby grants and the End User hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive and non-assignable license to access the Loop Program. 
1.2	The End User shall retrieve the Goods from each location participating in the Loop Program (each a "Store") on such day as the End User commits to in accordance with the Loop Program. 
1.3	The End User agrees that it will be bound by the Farm Manual when accessing and using the Loop Program, including any Schedules, rules, and best practices contained in the Farm Manual. 
1.4	Except for any profits arising to any party from the sale of animals raised using the Goods, the End User confirms that the Goods are not to be sold or profited from. 
2.	END USER REPRESENTATIONS WARRANTIES AND COVENANTS
2.1	The End-User represents and warrants to Loop the following as of the Effective Date and throughout the term of this Agreement and acknowledges that Loop is relying on such representations and warranties in entering into this Agreement with the End-User:
(a)	the End User does not have a pending appearance or conviction for an indictable offence under the Criminal Code of Canada within the last seven years, for which a pardon has not been granted; and 
(b)		the End User has good right, title and capacity to enter into this Agreement and perform all of its obligations under this Agreement and this Agreement and all documents to be delivered hereunder are legal, valid and binding obligations of the End-User enforceable against the End User in accordance with its terms. 
2.2	The End User acknowledge and agrees that the End User shall not participate in the Loop Program or attend any Store while under the influence of drugs or alcohol. 
2.3	The End User shall be responsible for investigating each Store and informing itself and its representatives as to the location of and general conditions relating to the Store, including accessibility, general character, surface conditions and access to utilities and roads.
2.4	The End User shall comply with all applicable occupational health and safety laws while at each Store. 
3.	USE OF GOODS 
3.1	All Goods are provided "as is/where is" and Loop makes no representations or warranties whatsoever about the condition of the Goods. 
3.2	The Goods are not for human consumption and the sale of the Goods for human consumption is prohibited. 
3.3	All decisions made by the End User regarding use or disposal of the Goods shall be compliant with applicable law and industry best practices, including without limitation CFIA and local town and county bylaws.
3.4	The End User shall not pay for the Goods or accept any payment for the Goods.  
4.	NO EMPLOYMENT RELATIONSHIP
4.1	The End User shall not receive any remuneration, salary, wage, payment or any employee benefit whatsoever for participating in the Loop Program. The End User acknowledges and agrees that the End User will not be covered by Workers' Compensation Insurance.
4.2	The parties agree and acknowledge that the End User is participating in the Loop Program as an independent contractor and not as an employee. This Agreement does not create a relationship of partnership or joint venture. Nothing contained in this Agreement will be interpreted to constitute the End User as an employee or agent of Loop nor will either Loop or the End User have the authority to bind the other in any respect. The End User using the Loop Program only for the purposes and to the extent set out in this Agreement.  
5.	REPORTING
5.1	The End User shall provide pickup and collection information for each Store to Loop within 24 hours of said pick up and collection in accordance with the Farm Manual. 
6.	VEHICLES
6.1	The End User agrees to use vehicles owned or leased by the End User, licensed by the End User and shall ensure that any vehicle used in the Loop Program shall have valid automobile insurance when using the Loop Program.  
7.	INSURANCE 
7.1	The End User shall maintain and keep in force during the use of the Loop Program at its own valid automotive insurance. The End User will provide Loop, upon demand, with proof of such insurance coverage in the form and content satisfactory to Loop. The End User shall notify Loop in writing not less than 30 days prior to the effect of any material change, cancellation or termination of the insurance coverage.
8.	CONFIDENTIALITY 
8.1	The term "Confidential Information" shall mean any and all information, regardless of whether kept in a document, electronic storage medium and includes but is not limited to all information regarding the Stores, Goods, the Farm Manual, design, functionality, equipment, supplies, products, project costs or progress relating to the Loop Program provided or work described herein.
8.2	The End User agrees to keep the terms of this Agreement and the Confidential Information confidential and not to disclose or permit its employees or agents to disclose the terms of this Agreement or the Confidential Information to any third party except where required by law, with the written consent of Loop, or to fulfill the terms of this Agreement. 
9.	NON-COMPETITION AND NON-SOLICITATION
9.1	The End User hereby covenants and agrees with and in favour of Loop that the End User will not, directly or indirectly, in any manner whatsoever, either individually or in partnership or jointly, or in conjunction with any person or persons, directly or indirectly, carry on or engage in a business that competes with  Loop's business at any Store during the six (6) month period following the termination of this Agreement, unless the End User obtains prior written consent from Loop and such consent may be withheld by Loop for any reason whatsoever.
9.2	During the six (6) month period following the termination of this Agreement, the End-User shall not initiate contact with any Store, customer of Loop or supplier of Loop with whom the End User had contact with as a result of the End User's participation in the Loop Program, for the purpose of soliciting, inducing, or attempting to solicit or induce, such Store, customer or supplier to become a customer or supplier of any business that competes in any way with the Loop's business.
10.	INDEMNITY AND WAIVER
10.1	The End User shall be liable to Loop for, and shall indemnify and hold harmless Loop from and against, any and all liabilities, losses, claims, suits or actions, costs, damages and expenses (including legal fees and expenses on a solicitor and own client basis), and all amounts paid to settle a claim or to satisfy any judgment, order, decree, directive, award or other legal obligation to pay any amount, which may be brought or made against Loop or which Loop may pay or incur as a result of or in connection with the End User's provisions of the Loop Program, work described herein, or the End User's use and access of the Locations, including, without limiting the generality of the forgoing:   
(a)		the breach by the End User or its servants, officers, directors, agents, employees, consultants, contractors and subcontractors of any representation, warranty, covenant or obligation to be performed by the End User under this Agreement; and
(b)		the negligent act, omission or willful misconduct of the End User or its servants, officers, directors, agents, employees, consultants, contractors and subcontractors;.
10.2	Such liability, indemnity and agreement to hold harmless shall survive the termination or expiration of this Agreement. 
10.3	Prior to participating in the Loop Program, the End User shall execute and deliver to Loop a copy of the waiver of liability agreement attached hereto as schedule "A" (the "Waiver"). 
11.	TERM AND TERMINATION
11.1	The term of this agreement shall commence as of the date hereof and shall continue in full force and effect until terminated pursuant to the provisions of this Agreement. 
11.2	Loop may terminate this Agreement or the obligations in respect of one or more of the Locations subject to the terms of this Agreement at any time, for any reason by giving notice to the End User of such termination.
12.	NOTICE
12.1	Notices required to be given pursuant to the terms of this Agreement shall be sufficiently given if provided in writing and delivered personally, by email, by registered mail or by courier to the principal address of the receiving party provided below. A notice sent by registered mail shall be deemed to have been delivered as of the 3rd business day after posting. In the event of a disruption of mail, Loop Program notices shall be given by courier or personally delivered.
12.2	Notice by electronic mail may be considered to be effectively given if the sender receives confirmation of receipt from the recipient.
12.3	Any notice required to be delivered pursuant to this Agreement shall be delivered to the parties at the addresses below:
(a)	To Loop Resources Ltd.
Attention:	Jamie White
Address:	________________
Email:	jaime.white@loopresource.ca

(b)	To the End User at the address contained on the signature page. 
13.	GENERAL
13.1	Wherever the singular, or masculine gender is used in this Agreement, it shall be construed as to include the plural, and feminine or neuter genders respectively, where required by fact or context.
13.2	The parties confirm and acknowledge that the Recitals to this Agreement are true and are incorporated into this Agreement as if restated herein. Headings contained in this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this Agreement.
13.3	This Agreement shall be governed and construed in accordance with the laws of the Province of Alberta and the parties hereby irrevocably attorn to the jurisdiction of the courts of Alberta.
13.4	A waiver by a party, of any breach of a covenant, obligation or agreement hereunder, committed by the other party, shall not constitute a waiver of any subsequent breach.  Forbearance to seek a remedy for any such breach shall not be a waiver of any rights or remedies with respect to that or any future breach.

13.5	The End User acknowledges and confirms that the End User has been advised to seek, and has sought or otherwise waived independent legal advice with respect to this Agreement and other agreements and documents contemplated under this Agreement (including the Waiver of Liability Agreement attached hereto). 
13.6	This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.
13.7	This Agreement shall not be assigned or transferred by without the prior written consent of the other party. Notwithstanding any other provisions in this agreement, Loop shall be permitted to assign this Agreement to a related party or wholly owned subsidiary.   
13.8	Time shall be of the essence of this Agreement.
13.9	This Agreement and the Waiver contains the entire agreement between the parties with respect to the matters set out in this Agreement, and there are no representations, warranties, covenants, or agreements other than as set out in this Agreement.  This Agreement supersedes all prior agreements, understandings and negotiations, both written and oral between the parties with respect to the subject matter of this Agreement.
13.10	If any provision of this Agreement is not enforceable or is invalid for any reason whatsoever, that portion of this Agreement will be considered separate and severable from this Agreement and the remaining provisions of this Agreement will remain in force and binding upon the parties.
13.11	This Agreement may be executed in any number of counterparts and may be delivered originally, by facsimile, or by email in portable document format ("PDF"), and each such original, facsimile copy or PDF copy when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Execution may be accomplished by wet ink signing, insertion by the signatory of an image of a wet ink signature, or by means of an electronic signature pursuant to the Electronic Transactions Act (Alberta).
IN WITNESS WHEREOF this Agreement has been executed as of the date shown on the electronic date stamp. 


LOOP RESOURCES LTD. 
	END USER: 
	
	
By:							By:						
	Name:		Name:
	Title:		Title:



Address of End User: 

Attention:	________________
Address:	________________
Email:	________________

2025-01-14: Updated clause 11.2

Signed

 

Schedule "A" Waiver

WAIVER OF LIABILITY AGREEMENT

Version: 1.00

WAIVER OF LIABILITY AGREEMENT

This Waiver of Liability Agreement (the "Agreement") dated as of the date below is made by LOOP RESOURCES LTD., a corporation incorporated pursuant to the laws of British Columbia ("Loop") and the  UNDERSIGNED in the matter of PARTICIPATION IN THE LOOP PROGRAM (the "Loop Program").

WARNING! BY PARTICIPATING IN THE LOOP PROGRAM YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS WAIVER OF LIABILITY AGREEMENT UNDER WHICH YOU GIVE UP IMPORTANT LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE.  PLEASE READ CAREFULLY!

THIS DOCUMENT CONTAINS ONEROUS CLAUSES - READ THOROUGHLY AND CAREFULLY.  IF YOU DO NOT UNDERSTAND IT, PLEASE ASK FOR ASSISTANCE.

IN CONSIDERATION OF being permitted to participate in the Loop Program, I, the undersigned, for myself, my personal representatives, heirs and next of kin, (the "Releasors") acknowledge to and agree with the Loop that:

ACKNOWLEDGEMENT OF RISKS

1.	The Releasors are aware of the dangers, risks and hazards associated with participation in the Loop Program. These risks include any manner of injury, illness, death or damage to property. The Releasors acknowledge and agree that the Releasors are freely and voluntarily assuming any and all dangers, risks and hazards associated with participation in the Loop Program and the use of goods obtained by participation in the Loop Program (the "Goods") and further acknowledge that the Releasors agree to do so entirely at their own risk.

2.	The Releasors are specifically aware that physical injury or death can result from engaging in the Loop Program activities and the use of Goods, which include but are not limited to slipping and falling, automobile travel in private and or public vehicles, allergic reactions to the Goods, acquiring pathogens, viruses or bacteria from the Goods, cuts from sharp objects inadvertantly placed within the Goods, physical injuries from lifting heaving packages and the use, storage, handling or transportation of the Goods or any improper use of the Goods.   

WAIVER OF CLAIM

3.	The Loop and their directors, officers, agents, contractors and employees and each of them and their respective insurers, heirs, successors, assignees, administrators and executors (collectively, the "Releasees") are and shall not be responsible for any loss, damage, personal injury, death or property damage, however caused, arising from participation in the Loop Program including, without limitation, negligence on the part of the Releasees, breach of contract, occupier’s liability or any other tort or cause of action at common law, in equity or by statute, or any cause whatsoever. 

INDEMNITY

4.	Each Releasor hereby releases, indemnifies and saves harmless the Releasees and each of them from any and all liability, costs (including, without limitation, legal costs), claims, damages, demands, actions and causes of actions at law, by statute and/or in equity arising as a result of any loss, damage, personal injury, death, or property damage suffered as a result, directly or indirectly, of participation in the Loop Program or the use of Goods or any cause whatsoever.

RELEASE

5.	The Releasors understand that by accepting this Waiver of Liability Agreement as indicated below, the Releasors will be forever precluded from suing or otherwise claiming against the Releasees or any of them for any loss, damage, personal injury, death or property damage that any Releasor or other party may sustain through participation in the Loop Program or the use of Goods.

THE LOOP AS AGENT

6.	For the purpose of this Waiver of Liability Agreement, Loop is  or shall be deemed to be acting as agent on behalf of or for the benefit of each of the other Releasees with whom the Loop are associated.

ENTIRE AGREEMENT AND SEVERABILITY

7.	In entering into this Waiver of Liability Agreement, the Releasors are not relying upon any oral or written representations or statements made by the Loop other than what is set forth in this Waiver of Liability Agreement.

8.	If any provision of this Waiver of Liability Agreement is held to be invalid or unenforceable, the remainder of this Waiver of Liability Agreement will not be affected, and it will in other respects continue to be effective and enforceable.  

SUCCESSORS AND ASSIGNS

9.	This Waiver of Liability Agreement shall enure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

APPLICABLE LAW

10.	This Waiver of Liability Agreement shall be governed by the laws in force in the Province of Alberta.

[Intentionally left blank]

THE RELEASORS HAVE READ AND UNDERSTOOD THIS WAIVER OF LIABILITY AGREEMENT and agree and consent to all terms and conditions set out therein.  The Releasors are aware that by accepting this Waiver of Liability Agreement below that the Releasors are WAIVING CERTAIN LEGAL RIGHTS which the Releasors or their respective heirs, next of kin, executors, administrators and assigns may have against the Releasees.

EXECUTED as of the date shown on the electronic date stamp.

Signed