TERMS OF USE

These Terms of Use are effective from October 21, 2019 through February 27, 2020.

Last Updated Date: October 21, 2019

1661, Inc. d/b/a GOAT (“GOAT”, “we”, “us”, or “our”) provides a marketplace for buying and selling new and used items through our website accessible at www.goat.com (“Site”), our mobile applications (“Apps”), and any other properties that link to these Terms of Use (collectively, the “Service”). Through the Service, users can list items for sale by taking and uploading photos and entering a sale price, as well as the size and condition of the item (“Sellers”). Users can also browse listings by Sellers and can choose to purchase the items listed for sale by Sellers (“Buyers”).

Please carefully read these Terms of Use (these “Terms”), including the binding arbitration provision contained below under “Dispute Resolution”, which will require you to submit claims you have against us to binding and final arbitration, unless you opt out of the binding arbitration provision by following the opt-out procedures described below under “Dispute Resolution” or unless a limited exception described in these Terms applies. If you do not opt out of the binding arbitration provision, you will only be permitted to pursue claims against us on an individual basis, and not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. These Terms govern your access to and use of the Service and, except as otherwise provided in these Terms, all Collective Content (as defined below). These Terms constitute a legally binding agreement between you and GOAT.

In addition, when using certain parts of the Service, you will be subject to additional terms, policies or guidelines applicable to such parts of the Service that may be posted on the Site or Apps from time to time, including our Privacy Policy, which may be found at www.goat.com/privacy, our Fee Policy, which may be found at www.goat.com/fees, our Purchases and Returns Policy, which may be found at www.goat.com/returns, our Selling on GOAT Policy, which may be found at www.goat.com/selling, our Copyright and Intellectual Property Policy, which may be found at www.goat.com/copyright, and our GOAT Group Drop-Off Policy, which may be found at www.goat.com/goat-group-dropoff-policy. All such terms, policies and guidelines are incorporated by reference into these Terms. Please read all such terms, policies and guidelines carefully.

“Collective Content” means Registered User Content and GOAT Content.

“Content” means text, graphics, images, music, software, audio, video, information or other materials.

“GOAT Content” means all Content that GOAT makes available through the Service, including any Content licensed from a third party, but excluding Registered User Content.

“Registered User” means a person who completes GOAT’s account registration process, as described under “Account Registration” below.

“Registered User Content” means all Content that a Registered User posts, uploads, publishes, submits, or transmits to be made available through the Service.

Certain areas of the Site and Apps, and your access to or use of parts of the Service or Collective Content, may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Apps, Service or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Apps, Service or Collective Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICE OR BY POSTING ANY CONTENT ON OR THROUGH THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE OR COLLECTIVE CONTENT.

MODIFICATION

We reserve the right, in our sole discretion, to modify, discontinue or terminate the Service and to modify these Terms, at any time and without prior notice. If we modify these Terms, we will update the Terms on the Site and will try to provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Service after we have modified the Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Service.

ELIGIBILITY

The Service is intended solely for persons who are 16 years old or older. Any access to or use of the Service by anyone under 16 years old is expressly prohibited. By accessing or using the Service you represent and warrant that you are 16 years old or older.

ACCOUNT REGISTRATION AND SECURITY

In order to access certain features of the Service and to post any Registered User Content on or through the Service, you must register to create an account (“Account”) and become a “Registered User”. You will be required to provide certain information during the registration process, and you agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your Account for any reason at our discretion, including if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Account by contacting us here.

INTELLECTUAL PROPERTY

You acknowledge and agree that the Service and Collective Content may contain images and descriptions of fashion items and other content that are protected by copyright, trademark, or other laws of the United States and foreign countries. Except as expressly provided in these Terms, GOAT and its licensors exclusively own all right, title and interest in and to the Service and Collective Content, including all associated intellectual property rights. You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, remove, obscure, or create derivative works based on any copyright, trademark, service mark, or other proprietary right contained on, incorporated in, or accompanying the Service or Collective Content.

All trademarks, service marks, logos, trade names, and other proprietary designations of GOAT (the “GOAT Trademarks”) displayed on the Service or Collective Content are trademarks or registered trademarks of GOAT. Any other trademarks, service marks, logos, trade names, and other proprietary designations displayed on the Service or Collective Content may be the trademarks or registered trademarks of their respective owners. Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the GOAT Trademarks, without our prior written permission in each instance. All goodwill generated from the use of GOAT Trademarks will inure to GOAT’s exclusive benefit.

Subject to your compliance with these Terms, GOAT grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, and print any Collective Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Service or Collective Content, except as expressly permitted by these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by GOAT or its licensors, except for the licenses and rights expressly granted in these Terms.

REGISTERED USER CONTENT

Registered Users may post, upload, publish, submit, and transmit Registered User Content. By making any Registered User Content available through the Service, you hereby grant to GOAT and its users a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, and otherwise exploit such Registered User Content. GOAT does not claim any ownership rights in any such Registered User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Registered User Content. You acknowledge and agree that you are solely responsible for all Registered User Content that you make available through the Service. Accordingly, you represent and warrant that: (i) you are the sole and exclusive owner of all Registered User Content that you make available through the Service or you have all rights, licenses, consents, and releases that are necessary to grant the rights in such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission, or transmittal of the Registered User Content, or GOAT’s or its users’ use of the Registered User Content (or any portion thereof), will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

FEEDBACK

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by contacting us here. You acknowledge and agree that all Feedback will be the sole and exclusive property of GOAT and you hereby irrevocably assign to GOAT, and agree to irrevocably assign to GOAT, all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain GOAT’s intellectual property rights and other legal protections for the Feedback.

GENERAL PROHIBITIONS

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.

  • Use, display, mirror, or frame the Service or any individual element within the Service (including the layout and design of any page or form contained on a page within the Service), GOAT’s name, any GOAT Trademark, or any other proprietary information of GOAT, without our express written consent;

  • Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;

  • Attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures;

  • Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Service or Collective Content;

  • Attempt to access or search the Service or Collective Content, or download Collective Content from the Service, through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;

  • Use the Service to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;

  • Use any meta tags or other hidden text or metadata utilizing a GOAT Trademark, GOAT logo URL or GOAT product name without our express written consent;

  • Use the Service for any commercial purpose for the benefit of any third party or in any manner not permitted by these Terms;

  • Use Collective Content for any commercial purpose, for the benefit of any third party, or in any manner not permitted by these Terms;

  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive, or false source-identifying information;

  • Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;

  • Interfere with, or attempt to interfere with, the access of any user, host or network, including by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;

  • Take any action that imposes or may impose (as determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with the functioning of the Service;

  • Collect or store any personally identifiable information from the Service about other users of the Service without their express permission;

  • Impersonate or misrepresent your affiliation with any person or entity;

  • Violate any applicable law or regulation;

  • Do anything else that we determine, in our sole discretion, misuses or otherwise negatively impacts the Service; or

  • Encourage or enable any individual to do any of the foregoing.

We will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that we have no obligation to monitor your access to or use of the Service or Collective Content or to review or edit any Registered User Content, but that we have the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to any Collective Content, including any Registered User Content, that we, in our sole discretion, consider to be objectionable, in violation of these Terms, or otherwise harmful to the Service.

LINKS

The Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the text, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the text, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

FEES

Registering for the Service is free, but we charge certain fees based on various transactions on the Service. Our fee structure is outlined in our Fee Policy, which may be found at www.goat.com/fees and is incorporated by reference into these Terms.

We reserve the right to change, or discontinue, temporarily or permanently, some or all of such fees (including for promotional events), and such changes are effective when we post information about the changes through the Service. We may also change our Fee Policy at any time and in our sole discretion, and any changes to the Fee Policy are effective upon the posting of such changes to the Site or upon written notice to any user.

SELLERS

When listing an item for sale and selling an item through the Service, you agree to our rules and policies for Sellers described in our Selling on GOAT Policy, which can be found at www.goat.com/selling and our FAQ, which can be found at www.goat.com/faq, each of which are incorporated by reference into these Terms. You further agree that you have the legal authority to sell each item that you are listing for sale through the Service and that the photos you upload of the item, name of the item, and SKU of the item will be accurate to the item you ship to us.

BUYERS

When buying an item through the Service, you agree to our rules and policies for Buyers described in our FAQ, which can be found at www.goat.com/faq, and our Purchases and Returns Policy, which can be found at www.goat.com/returns, each of which are incorporated by reference into these Terms. You further agree that you are responsible for reading the full item listing before making a decision to purchase an item.

MARKETPLACE

GOAT provides a platform for Buyers and Sellers to transact with each other. For transactions in which a Seller sells to a Buyer through our platform, if you are a Buyer, you acknowledge that you are buying items from a third party, not GOAT. We do not take title to any items sold by a Seller to a Buyer through our platform, and we do not act as a Seller, Buyer, or affiliate for a Seller or Buyer with respect to any such transactions. While we may help facilitate the resolution of disputes, and may provide guarantees stated in our Assurance of Authenticity, we do not otherwise guarantee (i) the existence, quality, safety or legality of the items advertised; (ii) the truth or accuracy of Sellers’ listings; (iii) the ability of Sellers to sell items; (iv) the ability of Buyers to pay for items; (v) that a Buyer or Seller will actually complete a transaction or return an item; or (vi) the legal transfer of an item from the Seller to the Buyer.

TERMINATION AND ACCOUNT CANCELLATION

If you breach any of these Terms, we will have the right to suspend or disable your Account or terminate these Terms as they apply to you, at our sole discretion and without prior notice to you. We reserve the right to revoke your access to and use of the Service and Collective Content at any time, with or without cause. When you register to join the Service and create an Account, you are free to choose any name to identify yourself to other Registered Users. However, any complaints to us by Registered Users arising out of or in connection with your use of a false name may result, in our sole discretion and without prior notice to you, in the suspension or disabling of your Account or the termination of these Terms. In the event we terminate these Terms for your breach, revoke your access to and use of the Service, or terminate or discontinue the Service and consequently these Terms, you will remain liable for all amounts due under these Terms. You may cancel your Account at any time by contacting us here.

SURVIVAL

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, ANY PROVISION OF THESE TERMS THAT IMPOSES OR CONTEMPLATES CONTINUING OBLIGATIONS ON YOU OR GOAT WILL SURVIVE THE TERMINATION OF THESE TERMS.

DISCLAIMERS

THE SERVICE AND COLLECTIVE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GOAT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GOAT MAKES NO WARRANTY THAT THE SERVICE OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. GOAT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES, COLLECTIVE CONTENT, OR ANYTHING ELSE PURCHASED OR OBTAINED THROUGH THE SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SERVICE.

GOAT PERIODICALLY AMENDS, CHANGES, UPDATES, AND ALTERS THE SERVICE WITHOUT NOTICE. GOAT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICE. GOAT SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT OF, OR ANY OTHER INFORMATION ON, THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GOAT OR THROUGH THE SERVICE OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

INDEMNITY

You agree to defend, indemnify, and hold GOAT and its officers, directors, employees, agents, and representatives harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service or Collective Content or your violation of these Terms. We reserve the right to assume all or any part of the defense of any such claims and negotiations for settlement, and you agree to fully cooperate with us in doing so.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER GOAT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY DIRECT DAMAGES, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH: (I) THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR COLLECTIVE CONTENT; (II) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE OR COLLECTIVE CONTENT; (III) ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICE OR COLLECTIVE CONTENT OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE OR COLLECTIVE CONTENT; (IV) YOUR VISIT TO A VENUE RESULTING FROM YOUR USE OF THE SERVICE OR COLLECTIVE CONTENT; (V) PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY GOAT; (VI) DELAYS OR DISRUPTIONS IN THE SERVICE; (VII) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SERVICE OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO THE SERVICE; (VIII) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICE; (IX) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SERVICE; (X) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED USING THE SERVICE OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS; (XI) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (XII) THE DURATION OR MANNER IN WHICH ITEMS YOU LIST APPEAR ON THE SERVICE; OR (XIII) YOUR NEED TO MODIFY PRACTICES, CONTENT OR BEHAVIOR, OR YOUR LOSS OF ABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OR OUR POLICIES, IN EACH CASE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GOAT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF GOAT SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WILL GOAT'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR COLLECTIVE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO GOAT FOR USE OF THE SERVICE OR COLLECTIVE CONTENT OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GOAT.

CONTROLLING LAW AND JURISDICTION

These Terms and any action related to these Terms will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Northern District of California, and each of you and GOAT waives any objection to jurisdiction and venue in such courts. If the agreement to arbitrate set forth below under the heading “Dispute Resolution” is found not to apply to you or to a particular dispute, claim or controversy, either as a result of your decision to opt out of the agreement to arbitrate or as a result of a decision by the arbitrator or a court order, the exclusive jurisdiction and venue for the resolution of such dispute, claim or controversy will be the state and federal courts located in the Southern District of California, and each of you and GOAT waives any objection to jurisdiction and venue in such courts.

NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California users of the Service are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254.

ENTIRE AGREEMENT

These Terms constitute the entire and exclusive understanding and agreement between you and GOAT regarding the Service and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between you and GOAT regarding the Service and Collective Content.

ASSIGNMENT

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and of no effect. We may assign or transfer these Terms at our sole discretion and without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of you, GOAT, and the respective successors and permitted assigns of you and GOAT.

NOTICES

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by GOAT: (i) via email to the address that you provide to us or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

DISPUTE RESOLUTION

You and GOAT agree that any dispute, claim or controversy that have arisen, or may arise, between you and GOAT out of or relating to these Terms (including previous versions of these Terms) or the breach, termination, enforcement, interpretation, or validity thereof, your use of or access to the Service, the actions of GOAT or its agents, or any products or services sold, offered, or purchased through the Service (collectively, “Disputes”) shall be settled by final and binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND GOAT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER THIRD PARTIES. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and GOAT’s right to appeal the court’s decision. All other claims will be arbitrated.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/rules or by calling the AAA at 1-800-778-7879.) The use of the word “arbitrator” in this “Dispute Resolution” section shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA Rules will govern the number of arbitrators that may preside over an arbitration conducted under this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution” section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org/ConsumerForms. Unless you and GOAT otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then you or GOAT may elect to have the arbitration be conducted by telephone or solely on the basis of documents you and GOAT submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

Fees. Payment of all AAA filing, administrative and arbitrator fees will be governed by the AAA Rules, unless otherwise stated in this “Dispute Resolution” section. However, if your claim for damages does not exceed $10,000, at your request, we will pay all filing, administrative and arbitrator fees associated with the arbitration. Any request for payment of fees by GOAT should be submitted by mail to the AAA along with your Demand for Arbitration and we will make arrangements to pay all necessary fees directly to the AAA. If (i) you willfully fail to comply with the Notice of Dispute requirement discussed above, or (ii) in the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf that you otherwise would be obligated to pay under the AAA’s rules.

Changes. Notwithstanding the provisions of the “Modification” section above, if we change this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by contacting us here) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and GOAT in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Severability. With the exception of any of the provisions under the Prohibition of Class and Representative Actions and Non-Individualized Relief subsection of this “Dispute Resolution” section, if an arbitrator or court decides that any part of this “Dispute Resolution” section is invalid or unenforceable, the other parts of this “Dispute Resolution” section will still apply.

Opt-Out. You may opt out of this agreement to arbitrate. If you do so, neither you nor GOAT can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:

GOAT Attn: Legal Dept. - Arbitration Opt-out 3960 Landmark St. Culver City, CA 90232

You must include your name and residence address, the email address you use for your Account, and a clear statement that you want to opt out of this arbitration agreement.

WAIVER; SEVERABILITY

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of GOAT. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

QUESTIONS

If you have any questions about these Terms or the Service, please contact us here.