Effective from 15 July 2022

1.  Background

(a) The business of Go1 includes an online library and marketplace for corporate education learning resources. These resources are made available through our Website, the Go1 Platform, and partners, including content sharing partners, distribution partners, and implementation partners (“Partners”).

(b) Most of our learning resources are obtained from third-party providers. These terms and conditions (“Content Partner Terms”) govern your provision of all learning resources. Once accepted by you (at the earlier of when you sign the Go1 Content Partner Cover Agreement, or by accepting these Content Partner Terms online at the Website) (“Start Date”), these Content Partner Terms, together with the Privacy Policy, all other policies and documents referred to in these Content Partner Terms, and the Content Provider Cover Agreement become a formal agreement between you and Go1 (“Agreement”).

(c) When reference is made to “we” or “us” or “our” in these Content Partner Terms, it means Go1. When reference is made to “you” or “your” in these Content Partner Terms, it means the Content Partner.

(d) Capitalised terms used in these Content Partner Terms are defined at the end of the document.

2.  Content licence

(a) You grant to Go1 for the Term, the Option Term, and for the purpose of clause 2(c), a non-exclusive right and license to resell, distribute, publicly perform or display, reproduce, offer, market, and otherwise use the Content, and to sublicense it to Users, Partners, and other persons described in clause 2(b) for these purposes directly or through third parties (“Licence”).

(b)  For clarity, the Licence granted to Go1 in clause 2(a) may be used by:

(i)  Go1 and our Affiliates; and

(ii)   any entity to which Go1, in its discretion, grants a sublicence including, without limitation, the Partners listed on the Partner page, as amended from time to time, available at www.go1.com/en-au/go1-partners-and-other-parties.

(c) You agree that, despite expiration or termination of the Agreement, for a period of up to 12 months you will continue to provide access to the Courses to any Users to which Go1 has a pre-existing customer contractual obligation to provide the Courses (including, without limitation, for the period that any User remains enrolled in a Course, or until a Course is completed, or for the term that Go1 has committed to provide the Course to Users, whether through the Go1 Platform, through Partners or by any other means).

(d)  You grant Go1, and the persons described in clause 2(b), permission to use your name, trademark, business name, service name, likeness, image, and voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Courses, and Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection these activities, to the extent permissible under applicable law.

(e) Without limiting any other rights under the Agreement, Go1 may modify the Content or Courses (for example to the imagery, course description and metadata) for the purpose of improving or enhancing the Services, including the learning experience and the overall experience and engagement of Users.

(f)  You agree that Go1 may record all or any part of any Course (including voice chat communications) solely for quality control, delivering, marketing, promoting, demonstrating, or operating the Services.

3.  Your obligations

(a) You represent, warrant, covenant, and agree that:

(i)   you are responsible for all of the Content;

(ii)  you will provide, upon reasonable written request by Go1, product and sales literature and marketing materials to Go1 for the promotion and sale of the Courses;

(iii)  Content must be delivered to Go1 in a portable format so as to enable Go1 to host the Content in its entirety - for example fully contained SCORM file or digital video file such as MP4;

(iv)   you will provide support to Go1, as reasonably requested, and required, and you will assist Go1 with meeting or exceeding their service level commitments to their Users under the Go1 Service Level Terms where applicable and reasonably practical to do so;

(v) where we notify you that Content does not conform with the obligations of this clause 3 (Content Issue) you will:

(A)  respond to Go1 within 3 (‘three’) days of being notified of the Content Issue;

(B)  take all reasonable steps to resolve the Content Issue within 7 (‘seven') days of notification; and

(C)  authorize Go1 to take any necessary steps, if required, to conform.

(vi) you will use best efforts to ensure a quality end-user experience. To achieve this, you will ensure that:

(A)  Content will be played directly within the Go1 Player;

(B)  Content will not display pop-ups or launch to new windows;

(C)  Content will not require a separate/third-party login;

(D) Content will not contain any marketing or sales related information; and

(E)  All content will meet our content metadata minimum requirements.

(vii)  you will not for any reason or in any way disable access to any Content or degrade the Content without the written permission of Go1;

(viii)  you own or have the necessary licences, rights, consents (including, as applicable, all moral rights and/or consents, or have obtained waivers or consents in respect of all moral rights and similar rights) and permissions, and the authority to authorise Go1 to distribute, resell, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any and all of the Content on and through the Services in the manner contemplated by the Agreement;

(ix)   the Content does not and will not infringe or misappropriate any Intellectual Property of a third party;

(x)    you have the required qualifications, credentials, and expertise, including without limitation, education, training, knowledge, and skill sets to teach and offer the services you offer on the Courses and through the Services;

(xi)  all Content complies with all applicable laws (including current competition and consumer legislation), regulations, advertising standards, and any applicable codes of practice;

(xii) you will comply with any reasonable directions or guidelines, notified by Go1 from time to time, in respect of the Content;

(xiii)  to the best of your knowledge, all Content is true, accurate, and sufficiently complete in all material respects to give Users true and accurate knowledge of the subject matter;

(xiv)   the Content is the most current version produced by you;

(xv)  you will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, or defamatory content or information;

(xvi) you will comply with Go1’s Acceptable Use Policy;

(xvii)  you will familiarise yourself with applicable labour, health and safety laws and regulations, including anti-slavery laws, environmental and employment laws, and laws prohibiting the use of child labour, and ensure at all times that the Content and your activities in supplying the Content do not in any way breach such laws and regulations;

(xviii)  you will not upload, post, or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation (commercial or otherwise) through the Services or to any User;

(xix)   you will not engage in any activity that will require Go1 to obtain any licenses from or pay any royalties to any third party including, by way of example and without limitation, the payment of royalties for the public performance of any musical works or sound recordings;

(xx)  you agree to use commercially prudent measures to prevent harm to Go1 or Customer systems;

(xxi)   you agree to notify Go1 immediately if there is a data breach of your systems or if you become aware that malware has been introduced into your systems;

(xxii)  you will not introduce any virus, worm, spyware, or any other computer code, file, or program that may, or is intended to, damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Services or operation of Go1;

(xxiii)  you will not scrape, spider, use a robot or other automated means of any kind to access the Services;

(xxiv)  you will maintain accurate account and business information with Go1;

(xxv)  you will respond promptly to Users and ensure a quality of service commensurate with the standards of the industry in which you operate and instruction services in general;

(xxvi)   you will promptly provide Go1 with all information it requires from time to time relating to Users and Content, including data relating to completion of, and User progress within, the Courses;

(xxvii)   the only information you will collect, receive, access, process or otherwise handle about Users is information provided to you through the Services (“User Related Data”); and

(xxviii)  you will not place advertisements (whether directly or indirectly) on behalf of third-party advertisers (whether as an agent or otherwise) in respect of the Content.

(b)  You release and at all times indemnify Go1 and its Affiliates (and employees, directors, officers, agents and representatives of Go1 and its Affiliates) from and against any and all claims, losses, damages, costs, liabilities, and expenses (including legal costs and expenses) arising, whether directly or indirectly, from or in connection with:

(i)  any breach of any of the above obligations;

(ii)  your provision of the Licence or the Content;

(iii)  breach of any third party’s Intellectual Property;

(iv) your use of any User Related Data and/or any Personal Information;

(v) any breach or non-observance by you of any term of the Agreement; or

(vi)  any negligence, breach of statutory duty, or wilful, wrongful, or unlawful act or omission by you.

(c) Non-disparagement

The parties must:

(i)  not make or procure the making or publishing of any remark, statement, or announcement (whether publicly or otherwise) that disparages the other party or any of its Affiliates or personnel in relation to any matter connected with this Partner Agreement; and

(ii)  use reasonable endeavours to present a positive image and protect the reputation of the other party.

4.  Content

4.1  Intellectual Property

(a)  Go1 acknowledges that all Intellectual Property in the Content and the marketing and promotional materials for the Content, supplied by you, vests in you and/or your licensors.

(b)  You agree that we, own and retain all right, title, and interest in and to:

(i)  the Services and Software (including all improvements, enhancements or modifications to the Services and Software);

(ii) any software, applications, inventions or other technology developed in connection with Implementation Services or support.

You are not authorised to use any of our Intellectual Property except as is expressly allowed under these Terms. The Content Partner is restricted from making any claims to Go1’s Intellectual Property.

4.2  Removal of Content

Go1 has the right to reject or remove any Content or Course, whether displayed or not, for any reason whatsoever in its sole discretion, including without limitation, Content which, in the reasonable opinion of Go1, is:

(a) misleading, inaccurate, deceptive, offensive, false, indecent, obscene, threatening, discriminatory, harassing, in breach of any duties of confidence, defamatory, objectionable, or otherwise in breach of Go1’s Acceptable Use Policy; or

(b) if the Content may violate any law, regulation, advertising standard or code of conduct, or is otherwise in breach of the Agreement.

5.  User Related Data

You acknowledge and agree that we or our licensors (as applicable) own any User Related Data (and any Intellectual Property in it).

6. Data and privacy

(a) You agree to comply with the Privacy Laws and the Privacy Policy at all times.

(b) If Go1 provides you with any Personal Information, or you become aware of any Personal Information collected or held by you as a result of the Parties' activities under the Agreement including but not limited to any Personal Information subsisting in User Related Data, you must:

(i)  not use, disclose, store, transfer, or handle the information except in accordance with Privacy Laws and the Privacy Policy;

(ii) take all steps to ensure that the information is protected from misuse, loss, unauthorised access, modification, or disclosure;

(iii) use or disclose the information only for a purpose connected with the Agreement or as permitted by the Privacy Laws and the Privacy Policy;

(iv)  cooperate with any reasonable request or direction from Go1 that relates to:

(A) data subject requests for access to, or rectification of, an individual’s Personal Information;

(B) regulatory investigations or litigation related to such Personal Information; or

(C) compliance with applicable Privacy Laws and regulations; and

(v) enter into a separate data processing or other agreement governing the use of the Personal Information, if reasonably required by Go1.

7.   Premium Subscription Program

You agree to participate in our bundled offering in which Courses selected by Go1 are offered in a bundled subscription offering to Customers termed under various brands including Go1 Premium (“Premium Subscription Program”) and:

(a) to make all of your Courses eligible for inclusion in the Premium Subscription Program;

(b) that Go1 may select, in its sole discretion, which of the Courses to include in the specific Premium Subscription Program for a Customer and may change that selection of Courses from time to time;

(c) that the prices for Courses included in the Premium Subscription Program are at Go1’s discretion (and may involve a reasonable free trial for which you will not receive compensation);

(d) not to un-publish, remove, or make your Courses private during your participation and agree that Go1 may offer your Courses as a part of the Premium Subscription Program for a period of 12 months following termination of your participation in the Premium Subscription Program;

(e) that Go1 will handle billing and other fee interaction with Users in respect of the Premium Subscription Program; and

(f)  to grant Go1 permission to share your Course and information about you and the Course with Go1 employees and selected Partners, for demonstration purposes, for which you will not receive compensation.

8.   Revenue Share

(a) Unless another payment model has been agreed between the parties, the following applies.

(b) Each month, Go1, in its discretion, will provide you with either a report or access to a reporting portal ("Revenue Report") setting out the Standard Revenue Share to which you are entitled to for the relevant month, as adjusted by Go1 for any participation by you in the Premium Subscription Program ("Calculated Revenue Share").

(c) Go1 will pay you a percentage of the Net Amount (as set out in the Go1 Content Provider Cover Agreement or when a User signs up through the Website) received for the Course less any applicable deductions such as User refunds ("Standard Revenue Share"). If Go1 changes the Standard Revenue Share, it will provide you with thirty (30) days’ notice via email or prominent notice on the Services.

(d) Go1 will remit any payments owing to you pursuant to this clause 8.1 within 30 days of receipt by Go1 of an invoice issued by you for the relevant payment subject to Go1 receiving the gross amount from Users. 

(e) If you participate in the Premium Subscription Program, you will earn fees for consumption of its Course(s) offered through the Premium Subscription Program, which are calculated as follows:

(i)  Each month, Go1 will calculate the total monthly subscription fees paid by Customers to Go1 currently subscribed to the Premium Subscription Program less any costs of sales and marketing including advertising, payment processing, and administration costs ("Subscription Content Revenue").

(ii)  The Subscription Content Revenue will be allocated for the content providers participating in the Premium Subscription Program ("Total Payment Pool"), pro-rata, as further described below.

(iii) Each month, Go1 will calculate the aggregate minutes consumed by all paying Users subscribed to Premium Subscription Program ("Total Subscription Minutes Consumed").

(iv) Each month, Go1 will also calculate how many minutes out of the Total Subscription Minutes Consumed are attributable to each of your individual Course(s) participating in Premium Subscription Program ("Total Individual Course Minutes"). 

(v) Your revenue share each month will be calculated as follows: Total Payment Pool multiplied by (Total Individual Course Minutes consumed divided by Total Subscription Minutes Consumed) multiplied by your Percentage Share* = your revenue share

*Your Percentage Share will be 30%, or as otherwise set out in a Cover Agreement, Subscription Agreement or otherwise when you sign up to the Go1 system online.

(f) You agree that payments to you may be made by any Affiliate of Go1 in satisfaction of Go1’s payment obligations under the Agreement.

(g) Where you refer potential customers or users to Go1, or otherwise resell Go1 Content to customer or users, you agree to be bound by the Go1 Partner Agreement (found at www.go1.com/terms/partner-agreement).

(h) Go1 will assume all transaction processing fees, excluding foreign currency conversion.

9.  Refunds

(a) You acknowledge and agree that Users may have the right to receive a refund. Neither you nor Go1 will receive any payments, fees, or commissions for any transactions for which a refund has been granted.

(b)  In the event that a User requests a refund for a Course after Go1 has sent you payment for that Course, Go1 may, at its discretion, either

(i)  deduct the amount of such refund from the next payment to be sent to you; or

(ii)  require you to refund any amounts refunded to Users for your Course to the extent no additional payments are due from Go1 to you or such payments due to you are insufficient to cover the amounts refunded to Users.

10.  Protecting our integrations

You acknowledge Go1’s investment and effort in our business model and our relationships with Users, Partners, and other Content Partners. Go1 will acquire the right to license the Content from you on condition that:

(a)    you will not directly or indirectly supply, or offer to supply, Content to any Partner (or any of their Affiliates) listed on the Go1 Partner Page, as amended from time to time and available at https://www.go1.com/en-au/go1-partners-and-other-parties.

(b)   nothing in this clause 10 will prevent You from selling directly to your end customer through your own channel, even where your end customer uses a third-party platform that may be a Go1 Partner (outside of the restriction listed in clause 10(a)).

11.  Restricted Persons

(a)  You warrant that you are not a Restricted Person.

(b)  If you become a Restricted Person during the Term:

(i)  you must notify Go1 within twenty-four (24 hours); and

(ii)  Go1 will have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to Go1.

12.  Liability

(a) The law implies various conditions and warranties that might apply to the Agreement.  All such conditions and warranties are excluded to the fullest extent permitted by law.

(b)  TO THE EXTENT THAT GO1 BREACHES ANY CONDITION OR WARRANTY IMPLIED INTO THE AGREEMENT AND WHICH CANNOT BE EXCLUDED, OR BREACHES ANY CONDITION OR WARRANTY EXPRESSLY INCLUDED IN THE AGREEMENT, GO1’S TOTAL LIABILITY, IN ADDITION TO BEING SUBJECT TO CLAUSE 12(c), IS LIMITED TO THE TOTAL AMOUNT PAID BY GO1 TO YOU UNDER THE AGREEMENT DURING THE FIRST 6 MONTHS OF THE AGREEMENT.

(c)  IN NO CIRCUMSTANCES WILL GO1 BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING ANY LOSS OF PROFIT OR LOSS OF BUSINESS OPPORTUNITIES (IN EACH CASE, WHETHER DIRECT OR INDIRECT), SUFFERED BY THE OTHER OR ANY OTHER PERSON ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE PERFORMANCE, BREACH OR NON-OBSERVANCE OF THE AGREEMENT BY THAT PARTY.

(d)  Except for any breaches of clauses 3, 6, and 10 of this Agreement, under no circumstances will a Party be liable for any indirect or consequential loss or damage, including any loss of profit or business opportunities (in each case, whether direct or indirect), suffered by the other or any other person arising out of, in connection with, or relating to the performance, breach, or non-observance of the Agreement by that Party. The refund of payments for the first six (6) months is the sole and exclusive remedy provided by Go1.

(e)  Nothing in the Agreement is to be interpreted as having the effect of excluding, restricting, or modifying any condition or warranty, or right or liability implied by any applicable law if such exclusion, restriction, or modification would be void or prohibited under the laws of the Applicable Jurisdiction. The provisions of this Agreement are separate and severable. The invalidity of any clause or provision of this Agreement will not affect the validity of the remainder of the Agreement.

13.  Term and Termination

13.1  Term

The Agreement commences on the Start Date and continues for the Term and will be automatically renewed for the Option Term, unless and until either party provides the other party with at least thirty (30) days’ notice to terminate the Contract, such notice not to expire at any time other than the end of the Option Term, in which case the Contract shall end at the end of the relevant Option Term.

13.2  Termination

(a) The Agreement may be terminated by Go1 providing five (5) days’ notice in writing to you where:

(i)  you have committed a breach of a provision of the Agreement which can be remedied and you have failed to remedy the breach within fourteen (14) days of written notice of the breach being given by Go1;

(ii)  you have committed a breach of the Agreement which cannot be remedied; or

(iii) a controlling interest in your business passes or is likely to pass to any other company or person without Go1’s prior written consent.

(b) The Agreement may be terminated by you providing thirty days (30) days’ notice in writing to Go1 where Go1 have committed a Material Breach of the Agreement and this breach has not been rectified in fourteen (14) days.

(c)  The Agreement may be terminated immediately by either Party where:

(i)  any fact, matter, or circumstance represented or warranted by the other Party is, or is later proven to be, false, misleading, or inaccurate when made; or

(ii)  the other Party has suspended payment of its debts generally, ceases to carry on business or threatens to cease to carry on business, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver, administrator, trustee, liquidator, controller, manager or similar officer for its business or assets, initiates or becomes subject to any proceeding under any applicable bankruptcy or insolvency law, or has wound up or liquidated its business assets, or is subject to any analogous event or proceeding in the Applicable Jurisdiction.

(d) Upon expiration or termination of the Agreement:

(i)  clause 2(c) applies;

(ii)  clause 10 will continue in full force and effect for a period of twelve (12) months following expiration or termination of this Agreement;

(iii) all rights and remedies accrued by either Party prior to the termination or expiration of the Agreement continue to apply; and

(iv) the provisions of the following clauses continue in full force and effect following expiration or termination of the Agreement: clauses 2 (for the purposes set out in clause 2(c)), 12, 13, 15 and 16, together with any other clauses that by their nature survive.

14. Modifications to these Content Partner Terms

(a)   From time to time Go1 may, at its discretion, amend the Content Partner Terms.

(b)  If Go1 makes any material amendments to the Content Partner Terms that materially reduces your rights, including amendments that directly affect your compensation, Go1 will provide you with at least fourteen (14) days’ notice using prominent means, such as by:

(i)  email notice sent to the email address specified in your Go1 account; or

(ii)  posting a notice on Go1’s Services, including via the Website or App.

(c)  Other amendments will become effective on the day they are posted or otherwise published, unless stated otherwise.

(d) If you continue to provide Content or use the Services after the effective date of any amendment to these Content Partner Terms, then such provision and/or use will be deemed an acceptance of, and an agreement to follow and be bound by, the Agreement as amended.

(e)  The amended Content Partner Terms supersede all previous Content Partner Terms.

15. General

15.1  Entire agreement

The Agreement, including clause 1, sets out the entire agreement between the Parties as to its subject matter and supersedes all previous agreements, understandings, and negotiations on that subject matter, other than as set out in the Go1 Content Partner Cover Agreement or similar order form that is agreed in writing by the Parties.

15.2 Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then:

(a)   such provision shall be excluded from this Agreement;

(b)   the balance of the Agreement shall be interpreted as if such provision were so excluded; and

(c)   the balance of the Agreement shall be enforceable in accordance with its terms.

15.3 Assignment

(a) You may only assign, transfer, or otherwise deal with your rights and obligations under the Agreement with the written consent of Go1 (which will not be unreasonably withheld or delayed).

(b)  Go1 may assign, novate, or otherwise transfer the Agreement or any of its rights or obligations under the Agreement.  

15.4 Relationship of the parties

(a)  No relationship of agency, partnership, joint venture, or employment is created as a result of the Agreement.

(b) You do not have any authority of any kind to bind Go1 in any respect whatsoever.

15.5  Confidentiality

(a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may Confidential Information relating to the Disclosing Party’s business (including to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Content Provider Terms).

(b) The Receiving Party agrees:

(i)  to take reasonable precautions to protect such Confidential Information; and

(ii) not to use (except in performance of the Services or as otherwise permitted in these Terms) or divulge to any third person any such Confidential Information.

(c) The Disclosing Party agrees that clause 15.5(b) will not apply with respect to any information after three (3) years following the disclosure of the Confidential Information or any information that the Receiving Party can document:

(i) is or becomes generally available to the public; or

(ii) was known or in its possession prior to receipt from the Disclosing Party; or

(iii) was rightfully disclosed to it without restriction by a third party; or

(iv)  was independently developed without use of any Confidential Information of the Disclosing Party; or

(v) is expressly excluded by these Terms; or

(vi) is required to be disclosed by law (in which case, the Receiving Party must not disclose any Confidential Information until the Disclosing Party has a reasonable opportunity to take such action as it considers appropriate in the circumstances).

15.6 Injunctive Relief

You acknowledge that monetary damages alone may not be adequate compensation for the harm suffered by Go1 if you were to breach this Agreement and agree that Go1 may obtain equitable (including injunctive) relief from a court to stop or prevent you from doing so.

15.7  Directions and representations

(a) You agree to comply with all terms of the Agreement and with any additional directions, special conditions, content, and/or product guidelines or specifications advised by Go1 from time to time.

(b) You agree that no promise or representations made or given by Go1 or its Affiliates (or their employees, officers, agents, or contractors) will be recognised unless contained in the Agreement.

15.8 Assigns and successors

(a) The Agreement endures to the benefit of, and is binding upon, the Parties, their respective successors in interest by way of merger, acquisition, or otherwise (transfer) and their permitted assigns.

(b) If you transfer all or any part of your business, you will do so on the basis that, subject to the agreement of Go1 at the time, you will oblige the transferee to accept the terms and conditions of the Agreement as part of the transfer.

15.9  Rights and obligations of third parties

(a)  Subject to clause 15.8(a), this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

(b) You agree that the Agreement is also binding on your Related Bodies Corporate, their successors, and their permitted assigns.

(c) Each of Go1’s related bodies corporate may enforce any provision of the Agreement as if it were Go1.

15.10  Notices

(a)  Any notice given under, or in connection with, this agreement (“Notice”):

(i)  must be in writing and signed by a person duly authorised by the sender;

(ii) must be addressed and delivered to the intended recipient by hand, by prepaid post, by email at the address, or email address set out in the Parties section of this agreement, or at the address, or email address last notified by the intended recipient to the sender after the date of this agreement;

(b) This clause does not limit the way in which a notice can be served under any applicable law.

(c)  The provisions of this clause 15.10 do not apply to notices given in legal proceedings.

15.11  Waiver

Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.

15.12   Translations

Any version of these Content Partner Terms in a language other than English is provided for convenience only and you understand and agree that the English language version will prevail where there is conflict.

15.13   Governing law and jurisdiction

(a) The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of the Applicable Jurisdiction.

(b) The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Applicable Jurisdiction.

15.14 Disputes  

(a) The parties will first attempt to resolve any dispute under this agreement by referring the matter to a senior representative of each party with authority to settle the dispute, which will negotiate in good faith in an effort to reach a resolution. If such designated representatives are not able to agree on a resolution within fourteen (14) days after the initial notice of dispute, either party may bring legal action in a court of competent jurisdiction, and the parties irrevocably submit and agree to the exclusive jurisdiction and venue of the courts of the Applicable Jurisdiction, in accordance with the governing law of the Applicable Jurisdiction, which shall apply to any dispute or claim arising out of or related to this agreement.  

(b) Notwithstanding the foregoing, nothing in this section will prevent either party from bringing a legal action seeking preliminary or injunctive relief related to any alleged breach of a party’s obligations under this Agreement regarding a party’s Intellectual Property Rights or Confidential Information.

16. Definitions and interpretation

16.1 Definitions

Affiliate means:

(a) if the Applicable Jurisdiction is England and Wales, any entity which is directly or indirectly controlling, controlled by, or under common control (as defined in Section 1124 of the Corporation Tax Act 2010) with a Party;

(b) if the Applicable Jurisdiction is the State of Delaware in the United States of America, any entity which is directly or indirectly controlling, controlled by, or under common control (i.e. the legal, beneficial, or equitable ownership, directly or indirectly, of outstanding securities with sufficient voting power to elect a majority of the board of directors or equivalent governing body of such entity) with a Party to this Partner Agreement;

(c) if the Applicable Jurisdiction is Singapore, if the Services are supplied in any country within South East Asia; and

(d) if the Applicable Jurisdiction is the State of Queensland, Australia, any “associated entity” (as that phrase is defined in section 50AAA of the Corporations Act 2001 (Cth)).

Agreement has the meaning in clause 1(b).

App means any application or interface in which the Go1 Content and Services are accessible.

Applicable Jurisdiction means:

(a) England and Wales, if the Content Partner is located within the United Kingdom or Europe;

(b) the State of Delaware in the United States of America, if the Content Partner is located within the United States of America;

(c) Singapore, if the Content Provider is located within Southeast Asia; or 

(d) the State of Queensland, Australia, if the Content Partner is located in any other country.

Confidential Information means any and all information and data exchanged between the parties which is of a confidential nature, this includes, without limitation, information (tangible or intangible, written or oral) regarding a party’s technology, patents, patent applications, developments, inventions, designs, drawings, techniques, research, know-how, specifications, products, product plans, services, pricing, customer information, marketing information, regulatory information, reports, user data, other data and analysis, software (including source and object code), computer systems configurations, biological materials, chemicals and formulas, agreements with third parties, current or future strategic information, current or future business plans, processes, policies or practices, employee information, and other business and technical information, which:

 i.  is marked “confidential” or “proprietary” at the time of disclosure by the disclosing party; or

ii.  by its nature or content is reasonably distinguishable as confidential or proprietary to the party receiving the Confidential Information.

Confidential Information may also include information of a third party that is in a party’s possession under an obligation of confidentiality and is disclosed to the other party under this Agreement.

Content means any and all of the content submitted by you (including the Courses) to Go1 for inclusion on or hosting by Go1, including through the Website and Go1 Platform.

Content Partner (or you, your) means you, as the provider of any Content to Go1 pursuant to the Agreement.

Content Partner Cover Agreement means a document that sets out details or terms regarding the provision of Content by the Content Provider to Go1.

Course means a course or other resource for instructing, educating, learning and/or tutoring, provided by you.

Customer means any person (who may be a User) who orders, purchases, applies for, commences, initiates a trial, test, or other preliminary use of, or otherwise uses:

(a) Go1’s web-based marketplace or learning management facility;

(b) Go1 Content;

(c) the Website;

(d) the App;

(e) any Course;

(f) the Materials;

(g) the Software; or

(h) any of the Services.

Go1 (or our) means:

(a) Go1 USA, LLC, a Delaware limited liability company, if the Applicable Jurisdiction is the State of Delaware in the United States of America;

(b) Go1 UK Learning Limited, registered in England and Wales with company number 11867333 and whose registered office is at 1st Floor West Davidson House, Forbury Square, Reading, Berkshire, RG1 3EU, and whose contact email address is as set forth in the Content Partner Cover Agreement or otherwise as notified to you, if the Applicable Jurisdiction is England and Wales;

(c) Go1 Singapore PTE. LTD, if the Applicable Jurisdiction is Singapore; or

(d) Go1 Pty Limited (ABN 91 134 998 020) of Units 4 & 5, 2908 Logan Road, Underwood, Queensland, Australia, 4119 if the Applicable Jurisdiction is the State of Queensland, Australia.

Go1 Content Hub means Go1’s eLearning library.

Go1 Platform means the Go1 proprietary learning management system and portals.

Gross Amount means the amount actually received by Go1, excluding any fees applied by mobile platforms for payments made via the App.

Go1 Service Level Terms means the Go1 Service Level Terms, as amended from time to time, available at https://www.go1.com/en-au/terms/support-services-terms

Intellectual Property means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how, and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Material Breach means an intentional act or omission by a party to this agreement which constitutes substantial non-performance of the party’s obligations under this Agreement and causes material damage to the other party.

Mediation Method  means if the Applicable Jurisdiction is:

(a)   England and Wales: through the CEDR in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days the mediator shall be nominated by CEDR.

(b)   the State of Delaware in the United States of America: through the American Arbitration Association.

(c)   Queensland, Australia: through the Australian Centre for International Commercial Arbitration (“ACICA”) in accordance with its rules for mediation.

(d)   Singapore: through the Singapore International Mediation Centre in accordance with the Singapore Mediation Act. 

Net Amount means the Gross Amount, less:

(a) taxes;

(b) a three percent (3%) payment processing, administrative, and handling fee; and

(c) any other deductions as agreed between the parties, including as further set out in the Agreement.

Option means one or more periods, each of three years, immediately and consecutively succeeding expiry of the Term, which automatically apply(s) unless Go1 notifies you in writing, at least 1 month prior to the expiry of the Term (or expiry of the period extended by the Option) that the Agreement is to cease upon such expiry.

Option Term means the period of time following the Term during which 1 or more Options apply.

Partner has the meaning given to it in clause 1(a).

Party means a party to the Agreement.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, irrespective of:

(a) whether the information or opinion is true or not; and

(b) whether the information or opinion is recorded in a material form or not.

Premium means a subscription to content in the Go1 Content Hub.

Premium Subscription Program has the meaning in clause 7.

Privacy Laws means all applicable laws, regulations, and regulatory guidance in force from time to time relating to or impacting privacy or the protection of Personal Information, privacy or data protection, including all national implementation legislation thereof in the relevant jurisdictions, including any laws that modify or replace any of the foregoing, including without limitation, to the extent applicable, the Privacy Act 1988 (Cth) and the Australian Privacy Principles in that Act, and The General Data Protection Regulation (GDPR) (EU) 2016/679.

Privacy Policy means Go1’s privacy policy, as amended from time to time, available at www.go1.com/policy.

Restricted Person means a person who is:

(a) a national of or an entity existing under the laws of Cuba, Iran, Russia, Belarus, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department;

(b) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department;

(c) listed on the Denied Persons List or Entity List by the U.S. Commerce Department;

(d) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license;

(e) owned, controlled, or acting on behalf of a person falling within any of the categories of person in (a) to (d) inclusive;

(f) a national of or an entity listed under the Consolidated list under the Australian Department of Foreign Affairs and Trade;

(g) any national or entity sanctioned in Europe or the UK.

Software means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.

Services means the services provided by Go1 via the Go1 Website or Go1 Platform including, without limitation, the marketing, promoting, facilitating, and hosting of Content.

Standard Revenue Share has the meaning in clause 8(c).

Start Date has the meaning in clause 1(b).

Term means a period of 3 years from the Start Date, plus any Option Term and any phase out course period as contemplated in clause 2(C).

User means all business or organisational customers of Go1 and their employees, individual customers of Go1, Course purchasers, participants and students and all other users of the Go1 Website or Go1 Platform.

User Related Data has the meaning in clause 3(a)(xxvii).

Website means Go1’s website at www.go1.com.

16.2 Other definitions and interpretation

(a)   Where a capitalised term is not defined, it has the meaning given in the Customer Terms .

(b)   Headings used in the Agreement are for convenience only and do not affect the interpretation.

(c)   Words denoting the singular include the plural and vice versa.