Legals

Terms & Conditions

1. Introduction

1.1    These terms and conditions shall govern your use of our website.

1.2    By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3    If you submit any material to our website or use any of our website services, we will ask you to expressly agree to these terms and conditions.

1.4    Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy.

2. Copyright notice

2.1    Copyright (c)2015 Goat Solutions Limited.

2.2    Subject to the express provisions of these terms and conditions:

(a)    we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b)    all the copyright and other intellectual property rights in our website and the material on our website are reserved.

3. Licence to use website

3.1    You may:

(a)    view pages from our website in a web browser;

(b)    download pages from our website for caching in a web browser;

(c)    print pages from our website;

(d)    stream audio and video files from our website;

subject to the other provisions of these terms and conditions.

3.2    Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

3.3    You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes.

3.4    Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

3.5    Unless you own or control the relevant rights in the material, you must not:

(a)    republish material from our website (including republication on another website);

(b)    sell, rent or sub-license material from our website;

(c)    show any material from our website in public;

(d)    exploit material from our website for a commercial purpose; or

(e)    redistribute material from our website.

3.6    Notwithstanding Section 3.5, you may redistribute our newsletter in print and electronic form to any person.

3.7    We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

4. Acceptable use

4.1    You must not:

(a)    use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b)    use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c)    use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d)    conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e)    access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

(f)    violate the directives set out in the robots.txt file for our website; or

(g)    use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

4.2    You must not use data collected from our website to contact individuals, companies or other persons or entities.

4.3    You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

8. Your content: licence

8.1    In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

8.2    You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

8.3    You grant to us the right to sub-license the rights licensed under Section 8.2.

8.4    You grant to us the right to bring an action for infringement of the rights licensed under Section 8.2.

8.5    You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

8.6    You may edit your content to the extent permitted using the editing functionality made available on our website.

8.7    Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

9. Your content: rules

9.1    You warrant and represent that your content will comply with these terms and conditions.

9.2    Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

9.3    Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a)    be libellous or maliciously false;

(b)    be obscene or indecent;

(c)    infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d)    infringe any right of confidence, right of privacy or right under data protection legislation;

(e)    constitute negligent advice or contain any negligent statement;

(f)    constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity];

(g)    be in contempt of any court, or in breach of any court order;

(h)    be in breach of racial or religious hatred or discrimination legislation;

(i)    be blasphemous;

(j)    be in breach of official secrets legislation;

(k)    be in breach of any contractual obligation owed to any person;

(l)    depict violence in an explicit, graphic or gratuitous manner;

(m)   be pornographic, lewd, suggestive or sexually explicit;

(n)    be untrue, false, inaccurate or misleading;

(o)    consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(p)    constitute spam;

(q)    be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

(r)    cause annoyance, inconvenience or needless anxiety to any person.

10. Limited warranties

10.1  We do not warrant or represent:

(a)    the completeness or accuracy of the information published on our website;

(b)    that the material on the website is up to date; or

(c)    that the website or any service on the website will remain available.

10.2  We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

10.3  To the maximum extent permitted by applicable law and subject to Section 11.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

11. Limitations and exclusions of liability

11.1  Nothing in these terms and conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law.

11.2  The limitations and exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions:

(a)    are subject to Section 11.1; and

(b)    govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

11.3  To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

11.4  We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

11.5  We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

11.6  We will not be liable to you in respect of any loss or corruption of any data, database or software.

11.7  We will not be liable to you in respect of any special, indirect or consequential loss or damage.

11.8  You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

12. Breaches of these terms and conditions

12.1  Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a)    send you one or more formal warnings;

(b)    temporarily suspend your access to our website;

(c)    permanently prohibit you from accessing our website;

(d)    block computers using your IP address from accessing our website;

(e)    contact any or all of your internet service providers and request that they block your access to our website;

(f)    commence legal action against you, whether for breach of contract or otherwise; and/or

12.2  Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking.

13. Variation

13.1  We may revise these terms and conditions from time to time.

13.2  The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

13.3  If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

14. Assignment

14.1  You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

14.2  You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

15. Severability

15.1  If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

15.2  If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16. Third party rights

16.1  A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

16.2  The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

17. Entire agreement

17.1  Subject to Section 11.1, these terms and conditions, together with [our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

18. Law and jurisdiction

18.1  These terms and conditions shall be governed by and construed in accordance with English law.

18.2  Any disputes relating to these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of England.

20. Our details

20.1  This website is owned and operated by Goat Solutions Limited.

20.2  We are registered in England and Wales under registration number 9343796, and our registered office is at30 City Road, London, EC1Y 2AB.

20.3  Our principal place of business is at 30 City Road, London, EC1Y 2AB.

20.4  You can contact us:

(a)    by post, using the postal address given above;

(b)    using our website contact form;

(c)    by telephone, on [the contact number published on our website from time to time; or

(d)    by email, using the email address published on our website from time to time.

UK TERMS AND CONDITIONS OF BUSINESS

UK TERMS AND CONDITIONS OF BUSINESS

1.1. These Terms and Conditions of Business together with the order form, which will set out the work and services for the specific project (the “Order Form”) and other terms for the provision of services (the “Services”) to be performed by Goat will form a binding contract between the Client named on the Order Form (“Client”) and Goat Solutions Ltd, company number 09343796 and registered address of 30 City Road, London, EC1Y 2AB (“Goat”) which shall constitute the entire agreement between Client and Goat and apply to any Services requested and/or performed by Goat and all terms agreed upon in connection therewith between Client and Goat (the “Agreement”).

1.2. These Terms and Conditions apply to the exclusion of all other terms or conditions of contract Client may propose and shall not be varied unless agreed in writing and signed by Goat. For the avoidance of doubt the terms of the Order Form shall supersede any conflicting provision in these Terms and Conditions.

ORDER FORM

2.1. Each Order Form shall come into force on the date specified in the Order Form when executed by both Parties. All previous written or oral undertakings and promises relating to the Services shall be superseded by the content in the Order Form. Each Order Form shall continue, unless terminated earlier in accordance with these Terms and Conditions or by law, until the expiration of the Term of Campaign set out in the Order Form.

2.2. The Agreement is structured so that individual Order Forms may be entered into by the Parties. All Order Forms are governed by and shall be subject to the terms of the Agreement, except for any Additional Terms or Special Conditions set out on the Order Form, which shall take precedence.

2.3. The termination or expiration of any Order Form shall not affect the Agreement or any other Order Form. On the termination or expiration of the Agreement in accordance with Section 9, all Order Forms shall also automatically terminate upon the effective date of termination of the Agreement.

SERVICES

3.1. In consideration of the payment by Client to Goat of the Fees as set out in the Order Form, Goat agrees during the Term of Campaign to perform the Services described in the Order Form in accordance with and subject to these Terms and Conditions.

CLIENT

4.1. Client will co-operate with Goat and, where necessary, provide as set out on an applicable Order Form, such materials listed in the Order Form (“Client Materials”), for Goat to incorporate as required into the Services or carry out its obligations.

FEES; CHANGE CONTROL

5.1. Client shall pay Goat the Fees without deduction or set-off (with VAT) within ten (10) days of signature of the Order Form, or otherwise in accordance with the payment terms set out in the Order Form.

5.2. Goat shall be entitled to charge interest on any overdue payment at the rate of the maximum amount permitted under applicable law.

5.3. Goat may charge additional Fees in accordance with its standard rates in the event of:

5.3.1. delays or additional Services caused or required by Client, including its failure to properly or timely provide Goat with such information, Client Materials, instructions, media or approvals as are reasonably required for the supply of the Services;

5.3.2. changes to the cost of Services and other circumstances outside of Goat’s reasonable control;

5.3.3. Client requiring the supply of goods and services in addition to those described in the Order Form or any variations to the Services; or

5.3.4. agreed third party expenses.

5.4. In the event that Client requires any change or alteration to the Services (“Change(s)”), Goat and Client shall, prior to implementing such Change, agree upon:

5.4.1. the nature of the Change;

5.4.2. the procedures for implementation of such Change; and

5.4.3. the variation to the Fees.

5.5. Until any such Change is agreed in writing by the Parties, Goat will continue to perform and be paid for the Services as if the Change had not been proposed, unless otherwise presented in an Order Form requested by Client and approved in writing by Goat.

5.6. All and any Changes to the Services shall be reflected and accompanied by appropriate amendments to the Order Form and Fees.

RELATIONSHIP OF PARTIES & RIGHTS

6.1. The Parties understand that Goat is an independent contractor with respect to Client, and the Agreement creates no agency, partnership or joint venture relationship between the Parties.  Neither Party shall have express or implied authority to act, or make any representations whatsoever, on behalf of the other.  Client understands that Goat has other clients and that Goat may offer the same or similar Services or any other services to any third party.

CONFIDENTIALITY

7.1. The Parties may disclose to each other and their designated agents, confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, know-how, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of the Agreement (“Proprietary Information”).

7.2. Each Party undertakes that it will keep confidential the terms of the Agreement and any Proprietary Information supplied by either Party in connection with the Agreement or in connection with the business of the other and in connection with the Services and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other Party’s prior written consent, provided however that this Section 7 shall not extend to information which has previously become or is generally known to the public, unless through a breach of this Agreement or a similar confidentiality agreement; was previously rightfully known by the receiving Party; has been or is hereafter rightfully received by the Receiving Party from a third person (other than the disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the disclosing Party; or has been independently developed by the receiving Party.

INTELLECTUAL PROPERTY

8.1. All “IPR” defined as patents, rights to or unpatented inventions, patent applications, patents, design rights, copyrights (including related rights and future copyright), trademarks, service marks, trade names and domain names or rights,  rights in designs, database rights, mask work rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property or proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world of whatever nature in material devised, created or commissioned by Goat, in supplying the Services under the Agreement (“Works”) will vest in and belong solely and exclusively to Goat, unless otherwise agreed in writing on the Order Form and signed by both Parties.

8.2. Subject to payment of the Fees, Client shall have the rights to use the Works (“Licence Rights”) set out in the Order Form. Such License Rights shall apply only to those ideas, concepts, proposals and parts of the Works which Goat is specifically requested to proceed with and not to any original ideas, concepts or proposals pitched or suggested to Client but not further explored by Goat for Client hereunder, all of which shall be retained by Goat. Where no such rights are specified, Client is granted a non-exclusive license to use the Works for the purpose expressly described in the Order Form. Further uses shall be subject to additional terms and Fees to be agreed in writing by the Parties.

8.3. Goat shall grant to the Client (at the Client’s expense) such rights in any third party materials, including those of the relevant influencer, as Goat is permitted by the relevant third party to grant to the Client.

8.4. Client grants Goat a non-exclusive, royalty free, worldwide licence to use the Client Materials for all purposes relating to the Agreement and warrants that it is fully entitled to grant Goat these rights and that the Client Materials are free of any infringing, or defamatory, obscene or other legally restricted material.

8.5. Subject to clause 8.2, the relevant influencer will retain all right in the content created by it in the provision of the Services, excluding any content or intellectual property provided by Goat and/or the Client (“Influencer Contribution”).

8.6. Client agrees that the relevant influencer is only obliged to keep the Influencer Contribution or Deliverables on its personal social media channels or blog for 1 month following completion of the Services or otherwise for a period agreed between Goat and Client as set out in the Order Form. Following this period, Influencer Contribution or Deliverables may be removed.

8.7. Goat warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

TERMINATION

9.1. The Agreement shall commence on the Commencement Date, and continue on a month-to-month basis, provided, that either party may terminate the Agreement after giving 30 days written notice and subject to this Section 9.

9.2. Either party shall be entitled to terminate the Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days of its occurrence.

9.3. Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war, act of God.

9.4. Client may not cancel its order of the Services or otherwise terminate the Agreement at any time without payment of the Fees in full.

LIABILITY

10.1. Subject to Clause 10.2 below, Goat’s liability to Client for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees invoiced by Goat to Client for the Services.

10.2. Neither party shall be liable to the other party for any consequential loss or damage.

10.3. When instructions or advice are given or received orally by Goat, it shall have no liability to Client for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations.

10.4. Goat shall have no liability to Client in respect of the Client Materials, provided that Goat adheres to any restrictions with the Client Materials as notified by Client to Goat prior to the Term.

LEGISLATION

11.1. Client shall be responsible for and notify Goat of all and any applicable rules, regulations, codes of practice and laws relating to its use and operation of the Services including without limitation any obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998; Disability Discrimination Act 1995 and equivalent legislation. Goat shall not be liable to Client in relation to such legislation and gives no warranty, representation or undertaking in relation to it, except if agreed in writing.

11.2. Goat gives no warranty, representation or undertaking in relation to any third party materials or Client Materials provided by Client and Client agrees that it is responsible for its selection and use of Services.

GENERAL

12.1. Except as specifically set forth herein, the Agreement may be amended or terminated only by a written instrument executed by an authorized officer of Goat and Client.

12.2. If at any time any part of the Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.

12.3. No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.4. Client shall not assign transfer or subcontract any of its rights and obligations under this Agreement without the prior written consent of Goat.

12.5. During the term of the Agreement and for the six (6) month period following its termination, and exclusive of responses to postings to the general public, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other party.

12.6. The Agreement shall be governed and construed in all respects in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

US TERMS AND CONDITIONS OF BUSINESS

US TERMS AND CONDITIONS OF BUSINESS

1.1 These Terms and Conditions together with the order form to which they are attached (the “Order Form”) will form a binding contract between the Client named on the Order Form (“Client”) and Goat Solutions Inc. of 1177 Avenue of the Americas, 5th Floor, New York, NY 10036 (”GOAT”) which shall constitute the entire agreement between Client and GOAT and apply to any Services performed hereunder by GOAT and all terms agreed upon in connection therewith between Client and GOAT (the “Agreement”).

1.2 These Terms and Conditions apply to the exclusion of all other terms or conditions of contract Client may propose and shall not be varied unless agreed in writing and signed by GOAT. For the avoidance of doubt the terms of the Order Form shall supersede any conflicting provision in these Terms and Conditions.

ORDER FORM

2.1 Each Order Form shall come into force on the Commencement Date when executed by both Parties or. All previous written or oral undertakings and promises relating to the Services shall be superseded by the content in the Order Form. Each Order Form shall continue, unless terminated earlier in accordance with these Terms and Conditions or by law, until the expiration of the Term set out in the Order Form.

2.2 This Agreement is structured so that individual Order Forms may be entered into by the Parties. All Order Forms are governed by and shall be subject to the terms of this Agreement, except for any Special Conditions set out on the Order Form, which shall take precedence.

2.3 The termination or expiration of any Order Form shall not affect this Agreement or any other Order Form. On the termination or expiration of this Agreement in accordance with Section 9, all Order Forms shall also automatically terminate upon the effective date of termination of this Agreement.

SERVICES

In consideration of the payment by Client to GOAT of the Fees as set out in the Order Form, GOAT agrees during the Term to perform the Services described in the Order Form in accordance with and subject to these Terms and Conditions.

CLIENT

Client will co-operate with GOAT and, where necessary, provide as set out on an applicable Order Form, such materials listed in the Order Form (“Client Materials”), forGOAT to incorporate as required into the Services or carry out its obligations.

FEES; CHANGE CONTROL

5.1 Client shall pay GOAT the Fees without deduction or set-off (with VAT) within fourteen (14) days of receipt of a valid invoice, or otherwise in accordance with the payment terms set out in the Order Form.

5.2 GOAT shall be entitled to charge interest on any overdue payment at the rate of the lesser of (a) eighteen percent (18%) per year of the overdue amount or (b) the maximum amount permitted under applicable law.

5.3 GOAT may charge additional Fees in accordance with its standard rates in the event of:

5.3.1 delays or additional Services caused or required by Client, including its failure to properly or timely provide GOAT with such information, Client Materials, instructions, media or approvals as are reasonably required for the supply of the Services;

5.3.2 changes to the cost of Services and other circumstances outside of GOAT’s reasonable control;

5.3.3 Client requiring the supply of goods and services in addition to those described in the Order Form or any variations to the Services; or

5.3.4 agreed third party expenses.

5.4 In the event that Client requires any change or alteration to the Services (“Change(s)”), GOAT and Client shall, prior to implementing such Change, agree upon:

5.4.1 the nature of the Change;

5.4.2 the procedures for implementation of such Change; and

5.4.3 the variation to the Fees.

5.5 Until any such Change is agreed in writing by the Parties, GOAT will continue to perform and be paid for the Services as if the Change had not been proposed, unless otherwise presented in an Order Form requested by Client and approved in writing by GOAT.

5.6 All and any Changes to the Services shall be reflected and accompanied by appropriate amendments to the Order Form and Fees.

RELATIONSHIP OF PARTIES & RIGHTS

The Parties understand that GOAT is an independent contractor with respect to Client, and this Agreement creates no agency, partnership or joint venture relationship between the Parties.  Neither Party shall have express or implied authority to act, or make any representations whatsoever, on behalf of the other.  Client understands that GOAT has other clients and that GOAT may offer the same or similar Services or any other services to any third party.

CONFIDENTIALITY

7.1 The Parties may disclose to each other and their designated agents, confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, know-how, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of this Agreement (“Proprietary Information”).

7.2 Each Party undertakes that it will keep confidential the terms of this Agreement and any Proprietary Information supplied by either Party in connection with this Agreement or in connection with the business of the other and in connection with the Services and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other Party’s prior written consent, provided however that this Section 7 shall not extend to information which has previously become or is generally known to the public, unless through a breach of this Agreement or a similar confidentiality agreement; was previously rightfully known by the receiving Party; has been or is hereafter rightfully received by the Receiving Party from a third person (other than the disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the disclosing Party; or has been independently developed by the receiving Party.

INTELLECTUAL PROPERTY

8.1 All “IPR” defined as patents, rights to or unpatented inventions, patent applications, patents, design rights, copyrights (including related rights and future copyright), trademarks, service marks, trade names and domain names or rights,  rights in designs, database rights, mask work rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property or proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world of whatever nature in material devised, created or commissioned by GOAT, in supplying the Services under this Agreement (“Works”) will vest in and belong solely and exclusively to GOAT, unless otherwise agreed in writing on the Order Form and signed by both Parties.

8.2 Subject to payment of the Fees, Client shall have the License Rights set out in the Order Form. Such License Rights shall apply only to those ideas, concepts, proposals and parts of the Works which GOAT is specifically requested to proceed with and not to any original ideas, concepts or proposals pitched or suggested to Client but not further explored by GOAT for Client hereunder, all of which shall be retained by GOAT. Where no such rights are specified, Client is granted a non-exclusive license to use the Works for the purpose expressly described in the Order Form. Further uses shall be subject to additional terms and Fees to be agreed in writing by the Parties.

8.3 Client grants GOAT a non-exclusive, royalty free, worldwide licence to use the Client Materials for all purposes relating to this Agreement and warrants that it is fully entitled to grant GOAT these rights and that the Client Materials are free of any infringing, or defamatory, obscene or other legally restricted material.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WORKS AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, IMPLIED, ORAL, WRITTEN, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT; OR FOR THE USE, SUFFICIENCY, TIMELINESS, QUALITY, SECURITY, SUITABILITY, AVAILABILITY, COMPLETENESS OR ACCURACY OF ANY OF THE FOREGOING.  GOAT DISCLAIMS LIABILITY FOR CLIENT’S OR ANY PARTY’S ACT OR OMISSION IN USE OF OR RELIANCE UPON THE WORKS AND SERVICES, OR THAT THE QUALITY OF ANY INFORMATION, DATA, RESULTS OR MATERIAL OBTAINED THROUGH ANY OF THE FOREGOING WILL MEET CLIENT’S NEEDS, REQUIREMENTS OR EXPECTATIONS.

TERMINATION

10.1 This Agreement shall commence on the Commencement Date, and continue on a month-to-month basis, provided, that either party may terminate the Agreement after giving 30 days written notice and subject to this Section 10.

10.2 Either party shall be entitled to terminate this Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days of its occurrence.

10.3 Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war, act of God.

10.4 Client may not cancel its order of the Services or otherwise terminate this Agreement at any time without payment of the Fees in full.

LIABILITY

11.1 NEITHER GOAT NOR ANY INFLUENCERS WILL HAVE ANY LIABILITY TO CLIENT FOR ANY LOSS OF PROFITS, SALES, TRADING LOSSES, BUSINESS, DATA, OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING USE OF, DELAY, LOSS OF USE OR INABILITY TO USE THE WORKS OR SERVICES, DEFECTIVE OR UNAVAILABLE DATA OR INFORMATION. THE TOTAL LIABILITY OF GOAT TO CLIENT ARISING OUT OF THIS AGREEMENT OR USE OF OR INABILITY TO USE THE WORKS IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE) WILL NOT EXCEED THE TOTAL FEES INVOICED TO CLIENT UNDER THIS AGREMENT.

11.2 Nothing in this Agreement is intended and nor shall it be construed as an attempt by either party to exclude or limit its liability: (i) for wilful misconduct or gross negligence; (ii) for fraud; or (iii) to the extent such limitation or exclusion is not permitted by applicable law.

APPLICABLE LAW

12.1 Client shall comply with, and be responsible for and notify GOAT of, all and any Applicable Laws relating to its use and operation of the Services. “Applicable Law” means in respect of either party, all Advertising Regulations, and all federal, state, or local laws, rules or regulations, as may be amended from time to time during the Term, including but not limited to data protection regulations under the General Data Protection Regulation (“GDPR”) to which that party is subject which is relevant to that party’s rights or obligations under this Agreement.  “Advertising Regulations” means any applicable federal, state, lottery, promotional or advertising laws, the Advertising Standards Authority (ASA), British Code of Advertising and Sales Promotions, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”) and any other relevant law, rule or regulation, applicable to the display or publication of advertisements from time to time.

12.2 GOAT gives no warranty, representation or undertaking in relation to any third party materials or Client Materials provided by Client and Client agrees that it is responsible for its selection and use of Services.

GENERAL

13.1 Except as specifically set forth herein, this Agreement may be amended or terminated only by a written instrument executed by an authorized officer of GOAT and Client.

13.2 If at any time any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.

13.3 Client shall not assign transfer or subcontract any of its rights and obligations under this Agreement without the prior written consent of GOAT.

13.4 During the term of this Agreement and for the six (6) month period following its termination, and exclusive of responses to postings to the general public, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other party.

13.5 This Agreement shall be governed and construed in all respects in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of that State and each Party irrevocably agrees that any action hereunder shall be brought solely before the competent courts in New York, New York and irrevocably submit to the exclusive jurisdiction of any such court and waive any objection that such Party may now or hereafter have to the venue of any action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same.

SINGAPORE TERMS AND CONDITIONS OF BUSINESS

SINGAPORE TERMS AND CONDITIONS OF BUSINESS

1.1 These Terms and Conditions of Business together with the order form which will set out the work and services for the specific project (the “Order Form”) will form a binding contract between the Client named on the Order Form (“Client”) and Goat Solutions (Singapore) Private Limited, company number 201904471Z and registered address of 1 North Bridge Road 18-03 Singapore 179094  (“Goat”), which shall constitute the entire agreement between Client and Goat and apply to any services agreement or other contract or arrangement between Client and Goat (the “Agreement”).

1.2 These Terms and Conditions of Business apply to the exclusion of all other terms or conditions of contract Client may propose and shall not be varied unless agreed in writing and signed by Goat. For the avoidance of doubt the terms of the Order Form shall supersede any conflicting provision in these Terms and Conditions of Business.

ORDER FORM

2.1 Each Order Form shall come into force on the date specified in the Order Form when executed by both parties or, if earlier, the date the Services commence or the date on which the Client submits an Order Form. All previous written or oral undertakings and promises relating to the Services shall be superseded by the content in the Order Form. Each Order Form shall continue, unless terminated earlier in accordance with these Terms and Conditions of Business or by law, until the expiry of the Term set out in the Order Form.

2.2 The Agreement is structured so that individual Order Forms may be entered into by the parties. Each Order Form shall constitute a separate agreement entered on the terms of these Terms and Conditions of Business.  All Order Forms are governed by and shall be subject to the terms of the Agreement, save for any Additional Terms or Special Conditions set out on the Order Form, which shall take precedence.

2.3 The termination or expiry of any Order Form shall not affect the Agreement or any other Order Form. On the termination or expiry of the Agreement in accordance with clause 9, all Order Forms shall also automatically terminate upon the effective date of termination of the Agreement.

SERVICES

In consideration of the payment by Client to Goat of the Fees as set out in the Order Form, Goat agrees during the Term to perform the agency services described in the Order Form (hereinafter,  “Services”) with reasonable and due care in accordance with and subject to these terms.

CLIENT

Client will co-operate with and act in good faith towards Goat and, where necessary, provide as set out on an Order Form such materials including those listed in the Order Form (“Client Materials”) as Goat are to incorporate into the Services or Goat require to carry out its obligations.

FEES; CHANGE CONTROL

5.1 Client shall pay Goat the Fees without deduction or set-off (with GST) within ten (10) days of receipt of a valid invoice, or otherwise in accordance with the payment terms set out in the Order Form.

5.2 Goat shall be entitled to charge interest on any overdue payment at the rate of 2% per annum over the Bank of Singapore Limited’s prime lending rate at the time.

5.3 Goat may charge additional Fees in accordance with its standard rates in the event of:

5.3.1 delays or additional Services caused or required by Client including its failure to properly and/or on time provide Goat with such information, Client Materials, instructions, media or approvals as are reasonably required for the supply of the Services;

5.3.2 changes to the cost of services and other circumstances outside of Goat’s reasonable control;

5.3.3 Client requiring the supply of goods and services in addition to those described in the Order Form or any variations to the Services; and

5.3.4 agreed third party expenses.

5.4 In the event that Client requires any change or alteration to the Services (“Change(s)”), Goat and Client shall, prior to such change being effective or implemented, agree:

5.4.1 the nature of the Change;

5.4.2 the procedures for implementation of such Change; and

5.4.3 the variation to the Fees.

5.5 Until any Change is formally agreed between Client and Goat, Goat will continue to perform and be paid for the Services as if the Change had not been proposed, unless otherwise informed in writing by Client.

5.6 All and any Changes to the Services shall be reflected and accompanied by appropriate amendments to the Order Form and Fees.

RELATIONSHIP OF PARTIES & RIGHTS
The Parties understand that Goat is an independent contractor with respect to Client, and the Agreement creates no agency, partnership or joint venture relationship between the Parties.  Neither Party shall have express or implied authority to act on behalf of or make any representations whatsoever on behalf of the other.  Client understands that Goat has other clients and that Goat may offer similar Services to the general public, subject to Goat’s obligations under clause 6.

CONFIDENTIALITY

7.1 The Parties may disclose to each other and their designated agents confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of the Agreement (“Proprietary Information”).

7.2 Each Party undertakes that it will keep secret and confidential the terms of the Agreement and any Proprietary Information supplied by either Party in connection with the Agreement or in connection with the business of the other and in connection with the Services and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other Party’s prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of Client and/or Goat prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause).

INTELLECTUAL PROPERTY

8.1 All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature worldwide whether registered or not of whatever nature in material devised, created or commissioned by Goat, in supplying the Services under the Agreement (“Works”) will vest in and belong to Goat unless otherwise agreed in writing on the Order Form and signed by both Parties.

8.2 Client shall have the Rights of Use set out in the Order Form which rights shall take effect and be conditional upon receipt by Goat of the Fees. Such Rights of Use shall apply only to those ideas, concepts, proposals and parts of the Works which Goat is specifically requested to proceed with and not to any original ideas, concepts or proposals pitched or suggested to Client but not further explored by Goat for Client hereunder, all of which shall be retained by Goat. Where no such rights are specified Client is granted a non-exclusive licence to use the Works for the purpose specifically described in the Order Form, or other Services documentation. Further uses shall be subject to additional Fees to be agreed in writing.

8.3 Client grants Goat a non-exclusive royalty free licence to use the Client Materials for all purposes relating to the Agreement and warrants that it is fully entitled to grant Goat these rights and that the Client Materials are free of racist, defamatory, obscene and other legally restricted material.

8.4 Goat warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

TERMINATION

9.1 The Agreement shall commence on the Commencement Date, or otherwise upon commencement of the Services, and continue on a month-to-month basis, provided, that either Party may terminate the Agreement after giving 30 days written notice and subject to this clause 9.

9.2 Either Party shall be entitled to terminate the Agreement upon the other Party’s material breach (including without limitation non-payment of any sum due) unless the breaching Party remedies such breach within fourteen (14) days of its occurrence.

9.3 Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war, act of God.

9.4 Client may not cancel its order of the Services or otherwise terminate the Agreement (save for a proven material breach by Goat of a fundamental term of this Agreement) at any time without payment of the Fees in full.

LIABILITY

10.1 Subject to Clause 10.2 below, Goat’s liability to Client for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees invoiced by Goat to Client for the Services.

10.2 Neither Party shall be liable to the other Party for any consequential loss or damage.

10.3 When instructions or advice are given or received orally by Goat, it shall have no liability to Client for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations.

10.4 Goat shall have no liability to Client in respect of the Client Materials, provided that Goat adheres to any restrictions with the Client Materials as notified by Client to Goat prior to the Term.

LEGISLATION

11.1 Client shall be responsible for and notify Goat of all and any applicable rules, regulations, codes of practice and laws relating to its use and operation of the Services. Goat shall not be liable to Client in relation to any legislation, rules, regulations, codes of practice and laws not notified to Goat and gives no warranty, representation or undertaking in relation to it, except if agreed in writing.

11.2 Goat gives no warranty, representation or undertaking in relation to any third party materials or Client Materials provided by Client and Client agrees that it is responsible for its selection and use of Services.

GENERAL

12.1 Except as specifically set forth herein, the Agreement may be amended or terminated only by a written instrument executed by an authorized officer of Goat and Client.

12.2 If at any time any part of the Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.

12.3 No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act (Cap. 53B, Singapore Statutes).

12.4 Client shall not assign the benefit or burden of this Agreement without the prior written consent of Goat.

12.5 During the Term of the Agreement and for the twelve (12) month period following its termination, neither Party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other Party who has participated directly in the Services without the prior written consent of the other Party.

12.6 The Agreement shall be governed and construed in all respects in accordance with the laws of Singapore and the Parties agree to submit to the exclusive jurisdiction of the courts of Singapore.