Effective from July 24, 2023
Go1 Services licensed prior to July 24, 2023 are governed by legacy versions available here
Minimum Terms applicable only to end user clients of Go1 Partners.
Any version of these Customer 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.
(a) Go1 is a content aggregator providing you with a single access point to content. These Customer terms (“Customer Terms”) will apply when you:
(b) This Agreement is by and between Go1 (“Go1”, “We”, “we”, “Us”, “us”, “Our” or “our”) and you and govern your use of our Services. The terms “You,” “you,” “Your,” and “your” refer to any of our customers or End Users of our Services. By using the Services, you agree that you are the legal age of consent, have read, understood, and agree to comply with and be legally bound by the Agreement.
(c) Where there is any inconsistency between these Customer Terms and an Order Form, the terms and conditions of the Order Form shall prevail over these Customer Terms to the extent of the inconsistency. If you have also signed a Content Provider Agreement the terms of that agreement will prevail to the extent of inconsistency over these Customer Terms.
2.1. Payment of Fees
(a) Payment. You must pay the fees within 30 days from the issue date of the invoice. All invoices will only be delivered electronically to you. We may charge interest at a monthly rate equal to the lesser of 1.5% per month or the maximum rate permitted by Applicable Law on any overdue Fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full. Any Fees that are unpaid as of the date of termination or expiration, will be immediately due and payable. Upon our request, you will provide the necessary financial documents to allow us to ascertain your creditworthiness.
(b) Failure to Pay. If you fail to pay any amount due under this Agreement (and not disputed as described in Section 2.1(c) (Disputes)), we may in our discretion, terminate the applicable Order Form or suspend or restrict the provision of any and all Services.
(c) Disputes. If you believe in good faith that we have incorrectly billed you, you must contact us in writing at support@Go1.com within 30 days of the invoice date, specifying the error. You must pay the undisputed portions of the invoice as required by this Agreement while the dispute is being resolved.
2.2. Additional Usage; Verification
(a) If your use of the Services exceeds the Service Capacity set forth in the Order Form, online subscription, or you require access or use of the Services for additional Go1 portals accessible
via unique URLs or additional End User(s) or if your Services needs or use require the payment of fees for Implementation Services, you will be billed for such usage and/or services.
(b) Additional End User(s) are billed on a per license basis. If you activate more licenses than set out in the Order Form, Go1 may charge overage for these licenses..
(c) We may, at our expense, appoint our own personnel or an independent third-party (or both) to verify that your use, or deployment of the Services comply with the terms of this Agreement. If the verification shows that you, or your authorized third parties are deploying, installing, or using the Services:
Prices do not include applicable taxes. We will invoice you for any applicable taxes, and you must pay these taxes. Where applicable, you must provide a tax-exemption claim to us before placing an order. If you are required to withhold income taxes from your payment to us, you agree to send us an official tax receipt within 60 days of payment to us.
3.1. Go1 Proprietary Rights
(a) You agree that we, and/or our licensors of the materials, Courses, and/or Go1 Content, own and retain all right, title, and interest in and to:
(b) Unless otherwise expressly provided in this Agreement, content (including Customer Data) remains the proprietary property of the person or entity supplying it (or their affiliated and/or third-party providers and suppliers, as is relevant) and is protected, without limitation, pursuant to applicable copyright and intellectual property laws.
3.2. Your Ownership of Customer Data; License for Customer Data
(a) You own all right, title, and interest in the Customer Data and have obtained all necessary permissions and consent for such Customer Data and Go1’s use in accordance with this Agreement will not infringe the intellectual property rights of any third party;
(b) You grant us a limited, worldwide, royalty free, non-exclusive, non-transferable right to use the Customer Data during the License Term for the purpose of delivering the Services.
3.3. License for Go1 Content; Restrictions
(a) License. During the License Term, and subject to your payment of Fees, we grant you a limited, revocable, non-exclusive, non-transferable (except as provided in the Product Description) license to access and use the Go1 Content as set out in an applicable Order Form, solely for the purpose of the education or training of you or End Users through the Services, in
accordance with Agreement or restrictions associated with Courses. We reserve all other rights not expressly granted herein.
4.1. Collection and use of personal information
(b) You agree to not supply Go1 with any sensitive personal information or special categories of data.
(c) You acknowledge and confirm that you have the appropriate legal basis to provide Personal Data to Go1.
4.2. Usage Analytics; Product Development
We may use Customer Data to improve and enhance the Services and for other development including diagnostic and corrective purposes in connection with the Services and other Go1 offerings. We may disclose such data in aggregate or other lawful de-identified form.
4.3. Data protection compliance and data processing under Applicable Data Protection Laws
If Applicable Data Protection Laws apply to any data used as part of the Services, then the relevant provisions of the Go1 Data Processing Agreement shall apply, and such provisions are incorporated into this Agreement by reference.
(a) At all times during the License Term of this Agreement, at your cost, you must:
(b) As part of the registration process, you and End Users will identify an administrative username and password for your Go1 account. You are responsible for actions and omissions of End Users.
(c) During the License Term and in accordance with this Agreement, we will provide End Users with access to the Go1 Content, and use of the Services, up to the Service Capacity, as described the applicable Order Form. We will provide support services to you in accordance with our then-current support policy available here: www.go1.com/terms/support-services-terms (“Support Terms”).
5.2. Update, Modification or Discontinuance of the Services
(a) As a content aggregator providing you with a single access point to content, we may update or modify the Courses, materials, or Services (other than Customer Data and related materials), or discontinue their availability at any time, in accordance with our separate arrangements with the Content Partners. We do not guarantee Content Partner or Course availability and expressly disclaim issues arising from Content Partners or Courses including any embedded links or URL to third party sites.
(b) In circumstances where Courses or materials have been updated, modified, or discontinued, and this results in a material adverse effect on your receipt of the Services, you will notify Go1 within 10 business days of such of material impact and at Go1’s discretion, Go1 will use commercially reasonable efforts to source substantially similar replacement Courses or materials.
The receiving party will treat Confidential Information with reasonable care and disclose only on a need to-know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving party may disclose Confidential Information:
(a) if approved by the other party in writing;
(b) required by law or regulation;
(c) in the event of dispute between the parties, as necessary to establish the rights of either party; or
(d) as necessary to provide the Services.
(e) In the case of (a) and (c), the disclosing party will provide reasonable advance notice to the other party to provide reasonable assistance to limit the scope of the disclosure unless prohibited by law or regulation.
7.1. Your Indemnity:
(a) You agree to defend, at your expense, any third-party claim against Go1 and Affiliates to the extent the claim arises from:
7.2. Go1’s Indemnity
(a) During the License Term, we agree to defend and pay, at our expense, any damages finally awarded by a court of competent jurisdiction for any third-party claim against you to the extent the claim:
(b) Go1’s Response. In the defense or settlement of any Infringement Claim, Go1 may, at its sole option and expense:
(c) Go1 shall have no obligation under this indemnity section to the extent an infringement allegation is based upon:
(a) The indemnifying party, as applicable, will have no liability for any claim under Section 7 that arises from any failure of indemnified party to:
(b) The indemnified party (as applicable) must take all reasonable steps to mitigate loss or damage related to the claim under Section 7.
7.4. Sole and Exclusive Remedy
The remedies in this Section 7 (Indemnities) are, in addition to any termination or suspension remedies expressly set forth in this Agreement, indemnified party’s sole and exclusive remedies and indemnifying party’s sole liability regarding the subject matter giving rise to any claim, including any claims regarding confidentiality obligations involving Customer Data.
8.1. SUBJECT TO 8.2 and 8.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE CUSTOMER TERMS OR THE AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO US FOR ACCESS TO OR USE OF THE SERVICES DURING THE
TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE LIMITATION ABOVE, EACH PARTY’S LIABILITY ARISING FROM BREACH OF ITS CONFIDENITALITY OBLIGATIONS HEREUNDER, WILL BE LIMITED TO THREE (3) TIMES THE FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE RELEVANT CLAIM AROSE.
8.2. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL GO1 OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY AFFILIATE RESULTING FROM: (1) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (2) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN GO1, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (3) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF CUSTOMER DATA OR INFORMATION UNLESS SUCH UNAUTHORIZED ACCESS, USE, OR ALTERATION ARISES DIRECLTY FROM GO1’S FAILURE TO COMPLY WITH APPLICABLE DATA PROTECTION LAWS.
8.3. SECTION 8.1 DOES NOT APPLY TO ANY FAILURE TO PAY ANY AMOUNTS DUE UNDER THIS AGREEMENT.
8.4. NOTHING IN THESE CUSTOMER TERMS (I) LIMITS OR EXCLUDES THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE, OR THE GROSS NEGLIGENCE OF A PARTY’S EMPLOYEES, AGENTS OR CONTRACTORS (AS APPLICABLE), FRAUD OR FRAUDULENT MISREPRESENTATION, OR (II) EXCLUDES ANY RIGHTS OR REMEDIES AVAILABLE TO YOU UNDER ANY APPLICABLE CONSUMER LAWS IN THE APPLICABLE JURISDICTION, WHICH CANNOT BE CONTRACTUALLY EXCLUDED OR RESTRICTED.
9.1. Limited Warranty and Remedy for Services.
We warrant that the Services and Go1 Content, as delivered to you, and paid for, will substantially conform to the applicable Product Description during www.go1.com/terms/product-description the License Term subject to Section 9.2 below. You will notify us of a claim under this warranty within 30 days of the date on which the condition giving rise to the claim first appeared. To the extent permitted by law, your sole and exclusive remedy, and our sole liability under or in connection with this warranty is described below in Section 9.2(g).
9.2. No warranty or representation
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT TO 9.1 (LIMITED WARRANTY), WE MAKE NO OTHER WARRANTY, REPRESENTATION OR GUARANTEE, WHETHER EXPRESS OR IMPLIED:
(b) THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITIONS THAT CANNOT BE EXCLUDED IS RESTRICTED, AT GO1'S OPTION, TO:
Go1 Services are deemed to be delivered and accepted by you on the License Term start date outlined in the Order Form.
10.2. Termination; Effect of Termination
(a) In addition to any other remedies a party may have, either we or you may terminate the Agreement:
(b) Upon termination or expiration of this Agreement or any License Term for the Services:
(c) You will be liable for any outstanding Fees and additional fees for any Services that are still in use, or which remain active after termination or expiration of this Agreement. These Fees will be invoiced to you at the rate set out in the Order Form.
(d) You will be liable for the amount equivalent to the Fees that would have been due for the Services up to and including the last day of the then current License Term, except where the Agreement has been terminated for Go1’s material breach that has not been remedied in accordance with section 10.2(a)(i).
(a) These Services will automatically renew for additional period(s) of the same duration as the initial License Term (each a "Renewal Term") unless and until either party provides the other party with at least thirty (30) days’ prior written notice to not renew, in which case this Agreement will terminate on expiration of the initial License Term or then current Renewal Term.
(b) Any discounts apply during the initial License Term only.
11.1. Entire agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. Go1 rejects additional legal terms included by you on a purchase order.
11.2. Survival. All parts of these Customer Terms, which by their nature should survive termination, will survive termination or expiration, including accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability, and miscellaneous.
11.3. Injunctive Relief. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
11.4. Waiver/Modification. Neither party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the parties.
11.5. Severability. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the term and this Agreement will continue in full force and effect.
11.6. Feedback. During this Agreement, we may solicit you or End Users for feedback regarding the Services or Go1 Content, including without limitation comments or suggestions regarding the possible creation, modification correction, improvement or enhancement of the Services, software, or content (collectively “Feedback”). You agree that any information disclosed by us during the discussion related to Feedback shall be considered our Confidential Information. Feedback incorporated into any Services, Go1 Content, and materials are hereby irrevocably assigned to Go1, where applicable, as well as any of the modifications, or extensions of the above, whenever or wherever developed.
11.7. Beta Functionality. During the License Term, you may participate in testing services prior to their general availability. Your use of the beta functionality is at your own risk and any liability or claims arising from your use is expressly disclaimed by us. Any information you share during a beta trial or similar test case will be considered Feedback.
11.8. Assignment. The Agreement is not assignable, transferable or able to be sub-licensed by you except with our prior written consent, which shall not be unreasonably withheld. We may transfer and assign any of our rights and obligations under the Agreement and may novate and sub-license any of its rights or obligations under the Agreement.
11.9. Force Majeure. Neither party is liable for failure to perform its obligations under this Agreement (except for any payment obligations), to the extent the performance is delayed,
prevented, restricted or interfered with as a result of any events, circumstances, or causes beyond reasonable control (including without limitation fire, flood, acts of God, interruption or failure of utility or telecommunications service, or hosting provider, denial of service attacks or other malicious conduct, government actions, acts of terrorism, labor disputes or other similar events.
11.10. Relationship of the parties. Nothing in this Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the parties. No party has authority to bind the other party.
11.11. Use of Logos; Publicity. You consent for Go1 to make media releases, public announcements and public disclosures relating to your use of the Services or Go1 content, including using your name or trademarks, service marks or logos, including promotional or marketing material. Go1 will ensure that publicity materials referring to you remain current and accurate, and you reserve the right to provide written notice to Go1 to update or remove any such publicity. Go1 will promptly comply with such notice.
11.12. Notices. Any notice given under this Agreement must be in writing, in English, by email to the following addresses (or addresses notified in writing by either Party): (A) to Go1 at email@example.com and (B) to you at your email address stated on the Order Form, or at your registered address.
11.13. Rights of third parties. Each of Go1’s Affiliates may enforce any provision of the Agreement as if it were Go1.This Agreement does not give rise to any rights to third parties to enforce the same, including under the Contracts (Rights of Third Parties) Act 1999 (UK).
11.14. Governing Law; Jurisdiction. These Customer Terms and the Agreement are governed by the laws of the Applicable Jurisdiction and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Applicable Jurisdiction.
11.15. Export Control. The Services may be subject to export and/or re-export control laws and regulations of the European Union (“EU”), the United States of America (“US”), or to similar laws applicable in other jurisdictions. You warrant that:
(a) You are not located in any country to which the EU and/or the US have embargoed goods or have otherwise applied any economic sanctions; and
(b) You are not:
Affiliate means any entity, individual, firm or corporation, directly or indirectly through one or more intermediaries, controlled by or under common control by Go1.
Acceptable Use Policy means Go1’s acceptable use policy at www.go1.com/terms/acceptable-use-policy.
App means any application or interface in which the Go1 Content and Services are accessible.
Applicable Data Protection Laws means all applicable laws, regulations, regulatory guidance, or requirements in any jurisdiction relating to data protection, privacy, or confidentiality of Personal Data
including but not limited to (a) the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”) together with any transposing, implementing or supplemental legislation, and (b) the California Consumer Privacy Act (“CCPA”).
Applicable Jurisdiction means any of the following jurisdictions:
Applicable Law means any law, regulation, mandatory guideline, code or standard, ordinance, court ruling or requirement or direction of a government agency, or similar, including, copyright, and other relevant laws and regulations, in any jurisdiction in which any part of the Agreement is performed or governing a party to this Agreement at anytime, anywhere in the world.
Confidential Information means non-public or proprietary information about a disclosing party’s business related to technical, commercial, financial, or planning information that is disclosed by the disclosing party to the other party in connection with this Agreement, 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. The terms and conditions of this Agreement will be deemed Confidential Information of Go1 without any marking or further designation. Any Customer Data will be deemed Confidential Information of customer without any marking or further designation. “Confidential Information” does not include information that: (1) has become public knowledge through no fault of the receiving party; (2) was known to the receiving party, free of any confidentiality obligations, before its disclosure by the disclosing party; (3) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; or (4) is independently developed by the receiving party without use of Confidential Information.
Content Partner means the author, designer, creator or provider of a Course. Current list of Content Partners is listed here: www.go1.com/terms/content-providers-entity.
Course means a training course or other resource for instructing, educating, training, learning and tutoring, including mobile applications and related and supporting materials developed for purposes of being accessed through the Services.
CPI means the percentage change in the Consumer Price Index for the twelve (12) month period most recently published by the applicable government body in the Applicable Jurisdiction prior to the relevant renewal date.
Customer Data means data provided by you to Go1 to enable the provision of the Services and expressly excludes Go1 intellectual property including any intellectual property in the Services.
Data Processing Agreement means the applicable Data Processing Agreement found at www.go1.com/terms/dpa or as otherwise agreed by the parties.
End User means a user or learner of the Services or library of content therein.
Equipment includes modems, hardware, servers, software, operating systems, networking, telecommunications and web servers.
Fees means fees for the Implementation Services and for Licensed Users (as defined in the Product Description), and any premium support services.
Go1 Content means content, licensed by Go1 and published, or otherwise provided by or through Go1, including through the Website or the App developed by a Content Partner.
Implementation Services means that part of the Services, including any training that Go1 may offer at its discretion, provided by Go1 to enable you to commence accessing and using the Courses.
License Term means the earlier of the duration of the license for Services as stated in the Order Form or any shorter term arising from a termination or expiration of this Agreement.
Product Description means, the description of the applicable Services including licensing metrics and limitations available here: www.go1.com/terms/product-description.
Reseller Partner means a third party that resells Go1 Services under a distribution partner agreement with Go1.
Service Capacity means the number of paid Licensed Users as set out in an applicable Order Form and any applicable storage limitations.
Services means all services provided by Go1 to you and/or the End User via the Website, the App or other means in order to allow you and End Users to access the Courses.
Software means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, Website, or App or any software, documentation, or data related to the Services.