Effective Date: 1 December 2024

These terms of use (“Terms of Use”) constitute a legally binding contract between you, whether personally or on behalf of a third-party (the “user,” and “you” or “your”) and GOAT Foundation (“GOAT,” “we,” “our” or “us”). These Terms of Use govern your access to and use of any services (collectively, the “Services”) available on our websites such as https://www.goat.network/ and any other website, web application or mobile application exclusively controlled and operated by us (collectively, the “Sites”). 

Although certain of our Services may provide a means to facilitate your use, access, and development on the GOAT Network (the “Network”), an open-source, decentralized BTC Layer 2 protocol that integrates and bridges with the Bitcoin main network, we do not control or maintain the Network or any decentralized applications that operate on the Network (collectively, the “DApps”). Unlike the Services, the Network is a set of autonomous, decentralized, and immutable smart contracts. The Network is open source and permissionless, which means that it may be accessed and used by anyone with an internet connection. Similarly, the Services themselves and actions taken by our Services have no impact on the use and development of the Network code or the many other interfaces, applications, portals or locally run instances used to access or utilize the Network. We do not endorse, control, or assume responsibility for the actions, content, or outcomes of any DApps available on the Network.

References to the Services do not include the Network. For the avoidance of doubt, the Services do not include activity and data on the Network, the activities of persons or entities who develop or use any of the DApps, the validation of transactions or other operations on the Network, or any other uses of the Network.

Specifically, (i) GOAT does not control or operate any version of the Network and does not take responsibility for the operation of the Network; (ii) GOAT does not endorse, control, or assume responsibility for the actions, content, or outcomes of any DApps available on the Network; (iii) GOAT does not have possession, custody, or control over any of your digital assets when you interact with the Network; (iv) GOAT does not have possession, custody, or control over the contents of your wallet and has no ability to retrieve, replace, or transfer its content or unwind any transactions associated with your wallet; (v) GOAT is unable to guarantee the functionality, security, or constant availability of the Network; (vi) the technology supporting the decentralized open-source protocol upon which the Network relies may undergo unexpected changes, and we cannot guarantee uninterrupted, error-free access or the absolute security of your digital assets at all times; and (vii) you may encounter non-refundable gas fees when conducting transactions on the Network. 

By accessing and using the Services, you represent that you understand the technical, security, and other inherent risks associated with using cryptographic and blockchain-based systems, including the Network and DApps, and that you have a working knowledge of the usage and intricacies of digital assets such as Bitcoin (BTC) and other digital tokens, including any tokens used for any purpose on the Network. You understand that engaging with any of the DApps on the Network involves inherent risks, including but not limited to loss of funds, data breaches, or unexpected behaviors in smart contracts. You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time. You acknowledge that an L2 network is inherently not as secure as the underlying network. You further acknowledge the risk that your digital assets may lose some or all of their value through your access and use of the Network. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Network and DApps, and cannot be held liable for any resulting losses that you experience while accessing or using the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Services and interacting with the Network. 

You assume all risks associated with your access and use of the Network.

You represent and warrant that you are legally capable of forming a binding contract and are not barred from using the Services under applicable laws and regulations. The Services are intended for users who are 18 years of age or older. If you are entering into these Terms of Use for an entity, such as the company you work for, you represent to us that you have the legal authority to bind such an entity. Should you not meet these requirements, you must not access or use the Services.

For the duration of your usage of the Services, you represent and warrant that you will not be (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties; or (b) either a natural person citizen or resident of, or entity organized in, or being beneficially owned by individuals or entities located in, a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United Nations, European Union, United Kingdom, or the United States, including, without limitation, Cuba, the Crimea, Donetsk, and Luhansk regions of Ukraine, Iran, North Korea, or Syria. Should any of the above conditions no longer hold true, you are required to immediately cease using the Services.

You shall not use the Services in a manner or for a purpose not expressly permitted by these Terms of Use. Specifically, you shall not:

Certain contributions to the Network may be rewarded by GOAT in its discretion (collectively, “Rewards”). In order to receive Rewards, you must (i) continue at all times to meet the eligibility requirements for participation in the Network pursuant to these Terms of Use, and (ii) not be located in the United States, not be a U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), and not be participating in the Network on behalf of a person or entity located in the United States or any U.S. Person.

Notwithstanding any other information provided by GOAT regarding the Network (including on its Sites, blog posts, or through other communications (such as forums, social media platforms, and other channels)), GOAT may in its discretion change or modify the amounts or types of Rewards and/or discontinue, or terminate, temporarily or permanently, all or any part of the Rewards program at any time and without notice and GOAT may remove or reallocate any Rewards earned by any participant or elect not to provide any Rewards to any participant. You agree that any Rewards received will be in consideration for your contributions to the Network.

All rights, title, and interest in the Services, including all intellectual property rights, are our sole property or our licensors’—unless explicitly stated otherwise. We grant you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use, copy, and distribute the Services, in accordance with the provisions of these Terms of Use. No other rights to the Services are conveyed to you other than such rights that are explicitly provided for in these Terms of Use.

The distinctive graphics, logos, page headers, button icons, scripts, and service names (the “Marks”) you see on this site are trademarks and intellectual property of GOAT and/or its affiliates. Any other trademarks on the Sites, not owned by GOAT, belong to their respective owners, with no implied association with, or endorsement by GOAT. Usage of our Marks must adhere to the Brand Assets and Brand Guidelines standards that you can find on the Sites.

We appreciate your input and suggestions for enhancing the Services, collectively referred to as "Suggestions." While we aim to review your Suggestions, we are under no obligation to implement any changes or improvements based on your Suggestions. Please be aware that all rights, titles, and interests, including intellectual property rights, related to the Suggestions you provide will be owned by us. You represent and warrant that: (a) you, and any licensors you may have, hold all rights, titles, and interests in your Suggestions; and (b) your provision of your Suggestions will not infringe upon the intellectual property or other rights of third parties.

We reserve the right to modify and amend these Terms of Use at our sole discretion and at any time. Any modified terms will become effective upon posting. By continuing to use the Services after the effective date of any modifications to these Terms of Use, you agree to be bound by the modified terms.

For information regarding our collection, use, and disclosure of personal data and certain other data, please see our Privacy Policy available at GOAT.network/privacy (the “Privacy Policy”). By using the Services, you consent to our collection, use, and disclosure of personal data and other data as outlined in the Privacy Policy.

When using any of the Services, including, but not limited to Third-Party Services (as defined in Section 11), you may be subject to additional terms applicable to such Third-Party Services that may be posted on or within the Third-Party Services associated with such additional service.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Network as part of your systems. GOAT assumes no responsibility for any losses resulting from any compromise of your system(s) or wallet(s).

As part of providing Rewards, GOAT may send Rewards to your digital wallet(s). In such cases, you are responsible for the management of the private keys and security for your digital wallet(s). GOAT does not and will not manage, store, collect or otherwise access the private keys for your digital wallet(s). You are responsible for all activities that occur using your digital wallet(s), whether or not you know about them. In the event you provide an incorrect digital wallet address, you shall be solely responsible, and will hold GOAT harmless, for any Rewards delivered to such incorrect digital wallet address. 

You agree to defend, indemnify, and hold harmless us, our affiliates, and our licensors, including their respective employees, contractors, agents, officers, and directors—from all claims, damages, losses, liabilities, costs, and expenses (including legal fees) with respect to any demands, allegations, suits, or other claims made against us arising from or related to your use of the Services.

This indemnification pertains to:

In addition, you agree to reimburse us for any legal fees and costs related to responding to any associated third-party legal orders or processes. You will cooperate with us in defending any claim under this indemnity clause, including, among other things, cooperating with us to ensure that we control the sole defense against any and all such claims and the control of the settlement of such claims and the terms of such settlement.

WE PROVIDE OUR SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH NO ASSURANCES OR GUARANTEES. YOUR USAGE IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT MAKE ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO: THE ACCURACY, RELIABILITY, OR CORRECTNESS OF OUR CONTENT; THE SERVICES MEETING YOUR SPECIFIC REQUIREMENTS; THE CONTINUOUS, UNINTERRUPTED, SECURE AVAILABILITY OF THE SERVICES OR SITES; THE CORRECTION OF ANY DEFECTS OR ERRORS; OR THE SERVICES OR SITES BEING FREE FROM HARMFUL COMPONENTS LIKE VIRUSES. FURTHERMORE, ANY CONTENT YOU DOWNLOAD OR OBTAIN THROUGH OUR SERVICES IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE OR DATA LOSS. WE NEITHER WARRANT NOR TAKE RESPONSIBILITY FOR ANY PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH OUR SITES, INCLUDING THOSE FOUND ON HYPERLINKED WEBSITES. WE DO NOT AND WILL NOT MONITOR ANY TRANSACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS. WE DISCLAIM ALL IMPLIED WARRANTIES CONCERNING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY ARISING FROM TRADE USAGE OR DEALING. WE ALSO DO NOT GUARANTEE THAT YOUR CONTENT OR ASSETS WILL BE SECURE OR WILL NOT BE LOST OR ALTERED. WE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT, OR OMISSION RELATING TO DIGITAL ASSET DATA, OR ANY ERROR, DELAY, OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR SITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF OUR SERVICES OR ANY WEBSITE OR SERVICE LINKED TO OUR SITES; (III) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF OUR SERVICES; (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT, INCLUDING BY ANY THIRD-PARTY WALLET PROVIDER OR INTERMEDIARY, (V) ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY THIRD PARTY ATTACK (INCLUDING SPOOFING, PHISHING, OR OTHER UNAUTHORIZED ACCESS), OR OTHER MALICIOUS CODE THAT MAY AFFECT YOU, YOUR COMPUTER, OR OTHER EQUIPMENT, OR (VI) ANY LOSSES OR DAMAGES YOU MAY SUSTAIN THROUGH THE USE OF THE NETWORK.

GOAT and its affiliate parties shall not be held liable for any indirect, incidental, special, consequential, or exemplary damages you might experience. This includes but is not limited to losses related to profits, revenues, customers, opportunities, goodwill, usage, data, content, or other assets, even if any GOAT or affiliated parties have been informed of the potential for such damages. Additionally, GOAT and its affiliated parties shall not be liable for compensation, reimbursement, or damages related to the following: 

In any case, the aggregate liability under these Terms of Use shall be capped at one hundred Cayman Islands Dollars (KYD).

These limitations apply to the fullest extent permitted by law.

We may provide links to educational resources, webinars, social gatherings, and promotional content on social media platforms (“Platforms”). These Platforms facilitate sharing and collaboration among users and third parties. If you decide to share personal information, images, opinions, content, or any other data on these platforms, please be aware and know that this is at your own risk. The use of Platforms and any other third-party services (such as when you connect your self-custodial wallet to decentralized applications on the Network) and websites and applications that are linked through Services (“Third-Party Services”) is governed by their respective terms of use and privacy policies, not ours. For example, if you use a 3rd party wallet, whether or not it is listed on our Sites, you are subject to that wallet provider's terms of use and privacy policy. 

We strongly recommend reviewing each Third-Party Service's specific terms and conditions to understand better your rights and how they handle your data. We are not liable for any loss, theft, compromise, or misuse of your data in connection with any Third-Party Service (including negligence), except where such liability cannot be limited under relevant laws.

Any information provided by a Third-Party Service (“Third-Party Content”) is used at your own risk. We do not guarantee the accuracy, completeness, authenticity, or suitability of any Third-Party Content for your circumstances. This includes information provided by other users or by or through other Platforms referencing GOAT that is not explicitly endorsed by us.

All information furnished through the Services is purely for informational or educational purposes and is not and must not be interpreted as professional or fiduciary advice. You shall neither take nor abstain from taking any action in reliance on any information available through the Services. Prior to making any decisions of a financial, legal, technical or other nature concerning the Services, you should consult with a qualified and licensed professional in the relevant field.

These Terms of Use do not aim to create or impose any fiduciary duties on our part. You acknowledge and agree, to the fullest extent permissible by law, that we do not owe any such fiduciary duties or liabilities to you or any other party. Insofar as such duties or liabilities might be recognized under law or equity, they are hereby irrevocably disclaimed, waived, and eliminated. The only duties and obligations that we owe you are those expressly set forth in these Terms of Use.

These Terms of Use represent the complete, exclusive, and definitive agreement between you and us regarding the Services. This agreement supersedes and replaces all prior or concurrent understandings, agreements, representations, and warranties, whether they are written or oral, related to the Services. Section headings in these Terms of Use serve merely for convenience and do not influence the meaning or interpretation of any provision. If any portion of these Terms of Use is held to be invalid or unenforceable, the remaining portions of these Terms of Use will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to preserve and retain the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms of Use but the rest of these Terms of Use will remain in full force and effect.

You acknowledge that to the extent you provide any services to GOAT through the Services, the relationship between you and GOAT shall be of independent contractors, and these Terms of Use will not be construed to create a partnership, joint venture, agency, or employment relationship. You and GOAT (and its affiliates) are not agents of the other and have no authority to bind the other. You and GOAT reserve the right to engage in competitive activity and to develop similar or competitive products, services, concepts, systems, or techniques.

You agree that you will not state or misrepresent (i) that we have any control with respect to the Network; (ii) that you are providing us with services (or have any kind of economic or contractual relationship with us) unless otherwise agreed to in writing between you and us; (iii) the nature of our relationship, including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors or any services you provide even if we use Suggestions or other information you submit to us; or (iv) imply or suggest any affiliation beyond those explicitly stated in these Terms of Use.

Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms of Use will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms of Use, and any such attempt will be void. We may assign our rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services, without any further notice to or consent from you.

We will use our best efforts to resolve any potential disputes through informal, good-faith negotiations. If a potential dispute arises, you must contact us by sending an email to Contact@GOAT.network so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Any dispute, controversy or claim arising out of or relating to this agreement, including any question regarding its breach, existence, validity or termination, or the legal relationships established by this agreement, or any non-contractual claims (whether in tort or otherwise), shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the Cayman International Mediation and Arbitration Centre Ltd ("Rules") in force as at the date of this agreement, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be George Town, Cayman Islands. The language to be used in the arbitral proceedings shall be English. This arbitration agreement shall be governed by and construed in accordance with the law of the Cayman Islands.

YOU AND GOAT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 

If 5 or more separate demands for arbitration have been made against GOAT, its affiliates, or its related parties alleging similar facts and circumstances with respect to any relief sought, then the arbitrator shall randomly assign sequential numbers to such filings and all such similar filings therafter. The filings numbered 1-5 will be the “First Batch of Cases” and will proceed to arbitration first. The parties agree to expedite resolution of the First Batch of Cases and agree to cooperate with each other and with the arbitrator as may be set forth under applicable procedures in order to resolve such disputes promptly. Upon resolution of the First Batch of Cases, the remaining parties with similar claims pending will then have 90 days (the “Mediation Period”) to resolve the remaining cases in a mediation process overseen by the arbitrator, and based on the outcomes and awards (if any) from the First Batch of Cases. If any of the remaining parties are unable to resolve the outstanding claims during this time, such remaining cases will be arbitrated in separate arbitrations one at a time and in their assigned order. For purposes of this clause, “similar facts and circumstances” means claims that arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any disagreements related to the process described in this paragraph or to its application with respect to any particular filing shall be resolved by a single arbitrator appointed for purposes of resolving such administrative disputes. This paragraph shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this paragraph.

The Services are governed by the laws of the Cayman Islands, without regard to conflict of law principles. Should any provision in these Terms of Use be deemed unenforceable by a competent court or tribunal, such provision will be limited or eliminated to the necessary extent, leaving the rest of the Terms of Use in full force. You consent to the exclusive jurisdiction of the courts of the Cayman Islands without regard to conflict of law principles, to the extent any dispute is not covered by arbitration pursuant to Section 16 of these Terms of Use. These Terms of Use are in English, which shall be the binding language for this binding contract and all related documents. Any rights to use or rely on any other language or translations are hereby waived.