User Terms | Terms and Policies - Go1

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Customer Terms

Effective from 15 July 2022

1. Introduction

(a) These terms of service (“Customer Terms”) will apply (including to all Services) from the beginning of our relationship with you, as the Customer, which occurs on the earlier of you:

(i) using any of the Services;

(ii) clicking the “sign up” button or initiating a trial, test, or other preliminary use of the Services; or

(iii) otherwise indicating acceptance on or through the Website or App when you sign a Subscription Agreement or Order Form.

Please read these Customer Terms carefully as they are legally binding upon you.

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

(c) Where a document provided by you purports to be made on or subject to terms and conditions other than these Customer Terms, you agree that such other terms and conditions are disregarded and form no part of the Contract unless we have expressly agreed otherwise in writing.

(d) Where there is any inconsistency between these Customer Terms and the Subscription Agreement, Order Form, or Content Partner Agreement, the terms and conditions of the Subscription Agreement, Order Form, or Content Partner Agreement (as the case may be) prevail over these Customer Terms to the extent of the inconsistency.

(e) If you are receiving Go1’s Services via one of our Reseller Partners, clauses 8.1, 8.3, 8.4, 9, 10.1 and 10.2 do not apply to the extent they are inconsistent with the terms of the Order Form you have with the Reseller Partner.

(f) Headings are used for convenience only and do not affect the interpretation of these Customer Terms.

(g) The capitalised terms used are defined at the end of these Customer Terms.

(h) 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.

2. Services and support

2.1 General

(a) At all times during the Term, at your cost, you must:

(i) obtain and maintain all hardware, software and communications equipment necessary for you to access and use the Services, and ensure that they comply with applicable specifications and guidelines communicated to you from time to time;

(ii) comply with all Applicable Laws; and

(iii) comply with all our reasonable directions, policies and guidelines as posted on the Go1 website from time to time.

(b) Subject to these Customer Terms, we will use commercially reasonable efforts to provide you with the Services during the Term.

(c) As part of the registration process, you and any Users you authorise to access the Services in accordance with the Contract will identify an administrative username and password for your Go1 account. We reserve the right to cancel or refuse registration of usernames or passwords we deem inappropriate.

(d) During the Term we will provide your Users with access to use the Services, up to the Service Capacity, as described in these Customer Terms and the applicable Order Form. Subject to these Customer Terms, we will provide you with reasonable technical support services in accordance with our Support Terms.

(e) The Services may also extend to any related items quoted and billed by us.

2.2 Modification and discontinuance of the Services

(a) We may update or modify the Courses, Materials, or Services (other than Customer Content and related materials), or discontinue their availability at any time, in accordance with our separate arrangements with the Content Partners.

(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, the parties will meet in good faith to mitigate or eliminate the impact of such update, modification, or discontinuation of the Courses or Materials, including by Go1 using commercially reasonable efforts to source replacement Courses or Materials.

3. Restrictions and responsibilities

(a) You acknowledge that you have read and agree to be bound by our Acceptable Use Policy and Privacy Policy which are incorporated by reference into these Customer Terms.

(b) You agree to not do, attempt to do, or assist any third party to do any of the following:

(i) adapt, alter, copy, create derivative works from, disassemble, display, distribute, download (except with our consent), duplicate, frame, mirror, modify, reduce to human readable form, republish, reverse compile, reverse engineer, or transmit all or any portion of the Services by any means; or

(ii) use the Services to build a product, service, or platform that competes with any part of the Services, and you acknowledge that this is a usual covenant within our field of activities and is reasonably necessary to protect our legitimate business interests.

(i) aged 18 years or over; or

(ii) aged 16 or 17 years and your parent or legal guardian has read and agreed to these Customer Terms on your behalf and, you will only use the Services with their involvement, supervision, and approval; and

(iii) you have read, understood, and agree to be bound by the pricing, payment, and billing terms in clause 8.

(d) You understand and agree that:

(i) the Website (and technology used in connection with it), the App, the Services, the Software, the Courses, the Go1 Content, and the Materials are provided by us or third-party providers (including Content Partners) and are the copyrighted works of Go1 and/or such third-party providers;

(ii) Content Partners may choose to terminate their relationships with us and become inactive (we do not guarantee Content Partner or Course availability and we are not liable for any issues relating to Content Partner or Course availability);

(iii) you assume any and all risks from any meetings or contact you have with any Content Partners, other Customers, or other Users; and

(iv) in regard to the actions and/or omissions of your personnel, you are responsible for your account with us and for all uses of the account or the Equipment, with or without your knowledge or consent, including but not limited to the actions or omissions of Users the Customer has authorised to use the Services in accordance with these Customer Terms.

4. Confidentiality

(a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business.

(b) Confidential Information of Go1 includes non-public information regarding features, functionality, and performance of the Services.

(d) 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 Customer Terms) or divulge to any third person any such Confidential Information (except to the Receiving Party’s employees, officers, representatives, or advisers who need to know such information for the purposes of the Receiving Party exercising its rights or carrying out its obligations under or in connection with the Contract or these Customer Terms). Any disclosure to a third party must be on terms no less restrictive than these Customer Terms.

(e) The Disclosing Party agrees that the Receiving Party’s obligations will not apply with respect to any information that the Receiving Party can document:

(i) is or becomes generally available to the public other than by a breach of these Customer Terms;

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

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

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

(v) is expressly excluded by these Customer 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).

(f) Neither party may make use of the other party's Confidential Information acquired through its dealings with the other party for publicity or marketing purposes without the prior consent of the other party.

5. Proprietary rights

5.1 General

(a) You agree that we, or our licensors, 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, the Website and the App);

(ii) any software, applications, inventions or other technology developed in connection with Implementation Services or the provision of support;

(iii) the Materials and Go1 Content; and

(iv) all Intellectual Property in or related to anything referred to in paragraphs (i) to (iii).

(b) You are not authorised to use any of our Intellectual Property except as is expressly allowed under these Terms.

(c) Unless otherwise expressly provided in these Customer Terms, Content (including Customer Content) 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 Australian, United States of America, United Kingdom, European Union and other applicable copyright and intellectual property laws.

5.2 Feedback

(a) You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”).

(b) If you choose to offer Feedback to Go1 you grant Go1 a perpetual, irrevocable, non-exclusive, worldwide, royalty free, fully-paid, sub-licensable, assignable licence to profit from, disclose, publish, exploit, or otherwise use for any purpose that Feedback including incorporating such Feedback into the Services.

(c) You irrevocably consent to acts by Go1 that may otherwise constitute the infringement of any moral rights which you may have in such Feedback offered to Go1, including the right to attribution and the right of integrity under applicable copyright law. You agree that you will procure the relevant individual author to consent to this clause. Go1 acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.

(d) Go1 has not and does not agree to treat as confidential any Feedback and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Go1’s right to use, profit from, disclose, publish, or otherwise exploit any Feedback without compensation to you.

5.3 Licence for Customer Content

(a) You grant us a limited, royalty free, non-exclusive, non-transferable right to use the Customer Content during the Term for the purpose of, and as necessary for, the delivery by us of the Services to your Users only. All other uses are prohibited without your written consent.

(b) You represent and warrant that:

(i) you have all licences, rights, consents, and permissions necessary to grant the licence in clause 5.3(a); and

(ii) we will not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, you or any third party, or have any liability to you or any other party as a result of any use of the Customer Content.

(c) Where you have elected to use the Software for Customer Content or Content other than Go1 Content, Go1 agrees to only make such Customer Content available (and to market, promote, facilitate, offer, host, and provide such Customer Content) via the Services to your Users only (and under no circumstances to make such Customer Content available to any other third-party Users without your prior written consent).

(d) We agree that your use of the Software for Customer Content shall not transfer, or otherwise affect, any Intellectual Property Rights in the Customer Content, provided that any Customer Content is compliant with all other terms of this Agreement, including the restrictions on your licence to Go1’s Intellectual Property rights.

(e) For the avoidance of doubt, Customer Content must not include any element of Go1’s Intellectual Property without our prior written consent, and none of the obligations in this Agreement with regards to liability owed to you by us shall apply to Customer Content.

5.4 Licence for Go1 Content

(a) We grant you a limited, revocable, non-exclusive, non-transferable licence for the Term to access and use the Go1 Content (subject to all the required Fees being paid by you in accordance with these Customer Terms), solely for the purpose of the education or training of you or your Users through the Services, in accordance with these Customer Terms and any conditions or restrictions associated with particular Courses or Services.

(b) All other uses are prohibited without our written consent.

(c) Without limiting clause 5.4(b), you must not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, licence, or otherwise transfer or use any Go1 Content, in whole or in part, other than as expressly authorised under these Customer Terms or as separately authorised by us in writing.

(d) During the Term, you must not accept licenced rights to Content from any Content Partner (other than through the Services provided by Go1) and any such direct licence is a material breach of these Customer Terms.

(e) For the avoidance of doubt, the restriction in clause 5.4(d) does not apply to Content made available to you by Content Partners that is not made available by Go1 to you under this Contract.

(f) Notwithstanding anything to the contrary, upon termination of the Contract for any reason, we reserve the right to revoke the licence to access and use the Go1 Content granted to you as set out in these Customer Terms.

6. Privacy

6.1 Collection and use of personal information

(a) If you are an employer or if you engage contractors (for the purpose of this clause 6.1 your employee(s) and contractor(s) are "employed User(s)"), you agree that we may, in accordance with our Privacy Policy:

(i) retain and use personal information (as that phrase is defined in the Privacy Policy) of employed User(s), including, without limitation, their name, address, contact details and Courses undertaken or scheduled; and

(ii) contact, deal directly with, and offer Courses to employed User(s), including after the employed User(s) have ceased employment or engagement with you. You agree and warrant that your employed Users have read and agreed to the terms of the Privacy Policy.

(b) Notwithstanding anything to the contrary, and subject to our Privacy Policy, Go1 has the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including information concerning Customer Data and data derived from it), and, subject to our obligations at law, we will be free (during and after the Term) to:

(i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Go1 offerings; and

(ii) disclose such data in aggregate or other lawful de-identified form for the purposes in paragraph (i) above.

6.2 Data protection compliance and data processing under the GDPR

(a) This clause 6.2 only applies if and to the extent that the GDPR applies to any of the data with which you use the Services.

(b) If this clause 6.2 applies, the relevant provisions of the Go1 Data Protection Agreement apply and are incorporated into the Contract.

6.3 Data protection compliance and data processing under the Data Protection Act 2018 (UK)

(a) This clause 6.3 only applies if and to the extent that the Data Protection Act 2018 (UK) applies to any of the data with which you use the Services.

(b) If this clause 6.3 applies, the relevant provisions of the Go1 Data Protection Agreement apply and are incorporated into the Contract.

7. Content

(a) Go1 does not screen the Customer Content or Go1 Content and all use of the Customer Content and Go1 Content by you is at your own risk.

(b) We have no responsibility or liability for such use.

(c) In particular, no review or posting or appearance of the Customer Content or Go1 Content on the Services or though the Services is intended to act as an endorsement or representation that any Customer Content or Go1 Content is free of violation of any copyright, privacy, or other laws, or will suit a particular purpose, or be accurate, or useful.

8. Payment, pricing, and billing

8.1 Payment of Fees

You must pay us the applicable fees described in the Order Form or Subscription Agreement or through the online subscription or order process for the Services (the “Licence Fees”), including for the Implementation Services (the “Implementation Fees”), in accordance with the terms in the Order Form or Subscription Agreement or as stipulated in the online subscription or order process, without set off or deduction, subject to the payment terms in clause 8.5.

8.2 Additional usage

(a) If your use of the Services exceeds the Service Capacity set forth in the Subscription Agreement, Order Form, online subscription, or order process, or you require access or use of the Services for additional instance(s) (additional Go1 portals accessible via unique URLs) or additional User(s) or if your Services needs or use constitute a requirement to pay additional fees, you will be billed for such usage and you agree to pay the additional fees in the manner required by us.

(b) Additional users are billed on a licence basis. If a customer activates more licences than purchased Go1 will charge for these licenses as an ‘add-on’ to the original order.

8.3 Fee changes

We reserve the right to change the Fees (or any other applicable charges or discounts) and to institute new charges and fees at the end of the Initial Service Term, or then then current Renewal Term, upon thirty (30) days prior notice to you (which may be sent by email). If the Customer does not agree to the new Fees and Charges, the Customer may terminate the agreement by providing Go1 with 30 days’ notice from the date they were notified of the change. In the event that the Customer does not respond within 30 days, it is inferred that the Customer has agreed to the updated Fees and Charges for the renewal.

8.4 Errors

(a) If you believe that we have billed you incorrectly, you must contact us no later than sixty (60) days after the closing date on the first invoice in which the error or problem appeared in order to receive an adjustment or credit. The credit or adjustment will be for an amount equivalent to that which was affected by the error or problem.

(b) Your enquiries should be directed to our customer support department ([email protected]).

8.5 Payment terms

(a) We will bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us within thirty (30) days of the issue date of the invoice, without set off or deduction.

(b) Unpaid amounts are subject to a finance charge at a rate of 1.5% per month on any outstanding balance, or the maximum permitted by law (if greater), plus all expenses of collection, and may result in immediate termination of the Services in accordance with clause 10.2(b).

9. Tax

(a) Unless otherwise specified, Fees exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received, including any GST applicable under GST Law or any applicable withholding taxes (“Taxes”).

(b) To the extent that any Taxes are payable by us, you must pay to us the amount of the Taxes in addition to any Fees owed under the Agreement.

(c) Notwithstanding clauses 9(a) and 9(b), if you have obtained an exemption from the Taxes as of the time the Taxes are levied or assessed, you may provide us with all supporting evidence and information we reasonably request and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

10. Term and termination

10.1 Term

Subject to earlier termination, as provided below, the Contract:

(a) is for the Initial Service Term; and

(b) upon expiry of the Initial Service Term, the Contract will be automatically renewed for additional period(s) of the same duration as the Initial Service Term (each, a “Renewal Term”), unless and until either party provides the other party with at least thirty (30) days’ notice to terminate the Contract prior to the expiration of the Initial Service Term or the then current Renewal Term (as applicable).

10.2 Termination

(a) In addition to any other remedies a party may have, either we or you may terminate the Contract:

(i) upon thirty (30) days’ notice if the other party materially breaches any of these Customer Terms and that party fails to remedy the breach within fourteen (14) days of that party being notified to do so; or

(ii) immediately if the other party suffers an Insolvency Event under any applicable act or law.

(b) We may terminate the Contract immediately and without notice in the case of non-payment by you.

(c) Notwithstanding the foregoing, you must immediately pay us an amount equivalent to the Fees that would have been due for the Services up to and including the last day of the Initial Service Term or then current Renewal Term (as applicable), except where the Contract has been terminated for Go1’s material breach that has not been remedied in accordance with clause 10.2(a)(i). The requirement to pay the Fees for the remainder of the Initial Service Term or then current Renewal Term is a reasonable and genuine pre-estimate of Go1’s loss.

(d) Upon any termination, we may, but are not obligated to (unless required by applicable laws, including Privacy Laws), delete stored Customer Data or Customer Content.

(e) All parts of these Customer Terms, which by their nature should survive termination, will survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability, including but not limited to clauses 4, 5, 8 and 11 of this Agreement.

(f) Except where an exclusive remedy may be specified in these Customer Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Customer Terms, by law, or otherwise.

(g) Except as set forth in this clause, once the Contract terminates:

(i) the rights and licences granted by Go1 to you will cease immediately (except as set forth in this clause);

(ii) you (and your Users) must cease all use of the Services, Go1 Content, Courses and any Materials;

(iii) you must pay to us any and all outstanding Fees for the Term;

(iv) you are required to delete the Services and any Materials made available to you under the Contract, including any Go1 Confidential Information from your systems as applicable (including any third-party systems operated on your behalf) and, if requested by us, provide written certification to us that you have done so at our request;

(v) you undertake not to attempt to access the Services or any data stored in the Service (except in accordance with our Privacy Policy), any Materials, any Courses, the Website, or the App after the date of termination; and

(vi) if we have entered into an agreement with any of your Users on the terms of the User Terms, that agreement will immediately terminate (and you will ensure that the relevant Users are aware of this.

10.3 Suspension

If we become aware of a breach by the Customer or your User of these Customer Terms, then we may specifically request that you suspend the applicable User account. If you fail to comply with our request to suspend an account, then we may do so. The duration of any suspension by us will be until the applicable User has cured the breach which caused the suspension.

11. Information, general exclusions, and operation of laws

11.1 General

(a) Whilst all Materials and other information communicated to you via Content Partners or our employees, contractors, agents, or representatives are provided in good faith and are believed to be accurate and current as at the date of publication, presentation, or communication, we provide no warranty or guarantee that any Materials, information on linked websites, or information otherwise communicated to you will be accurate or complete. In addition, all such material is not intended as professional advice and must not be relied upon as such.

(b) Prior to entering into the Contract or other transaction or taking any particular course of action in connection with the Website, the App or Services, you should make your own enquiries and seek independent advice tailored to your specific circumstances, needs and objectives.

(c) The Services are a web-based marketplace for Content Partners and Customers. Go1 does not hire or employ Content Partners.

(d) We are not responsible or liable for any interactions between any Content Partners and Customers who purchase or use a Content Partner’s Course via the Services. We are not responsible for disputes, claims, losses, injuries or damages of any kind that might arise out of or relate to conduct of Content Partners or Customers, including any Customer's reliance upon any information provided by a Content Partner.

(e) You also understand that, by using the Services, you may be exposed to content that you consider objectionable. We have no responsibility to keep such content from you and no liability for your access or use of any Course or content, to the extent permissible under applicable law.

(f) You acknowledge and agree that:

(i) prior to entering into the Contract you have been given a reasonable opportunity to examine and satisfy yourself regarding all goods and services which are the subject of the Contract and that, prior to entering into the Contract, you availed yourself of that opportunity;

(ii) at no time prior to entering into the Contract have you relied on the skill or judgment of Go1 or any of our employees, contractors, agents or representatives and that it would be unreasonable for you to rely on any such skill or judgment; and

(iii) where any acquisition of goods or services under the Contract has been made by reference to a sample or demonstration model, prior to entering into the Contract, you have been given a reasonable opportunity to:

(A) satisfy yourself that the goods or services correspond with the sample or demonstration model as to quality, state and condition; and

(B) examine the sample or demonstration model for any apparent defects, and that you have availed yourself of that opportunity.

11.2 No warranty or representation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY, REPRESENTATION OR GUARANTEE, WHETHER EXPRESS OR IMPLIED:

(a) AS TO THE USEFULNESS OF THE SERVICES OR MATERIALS, NOR ANY OF THE PRODUCTS AND SERVICES PROMOTED ON THE WEBSITE OR APP OR VIA LINKED WEBSITES OR COMMUNICATED TO YOU BY US;

(b) AS TO THE APPROPRIATENESS OF THE COURSES OR MATERIALS PROVIDED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES;

(c) AS TO THE QUALITY, ACCURACY, RELIABILITY, CURRENCY, PERFORMANCE, COMPLETENESS OR FITNESS FOR PURPOSE OF ANY PART OF THE SERVICES, THE WEBSITE, THE APP, THE MATERIALS AND OTHER INFORMATION COMMUNICATED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES;

(d) THAT THE WEBSITE, THE APP OR THE SERVICES WILL BE UNINTERRUPTED;

(e) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES; OR

(f) THAT THE WEBSITE, THE APP, THE MATERIALS OR THE FACILITIES THAT MAKE THE WEBSITE, THE APP AND THE GO1 CONTENT AVAILABLE, WILL NOT CAUSE DAMAGE, OR ARE FREE FROM ANY MALICIOUS CODE OR ANY OTHER DEFECTS OR ERRORS.

11.3 Limitation of liability

(a) WE ARE NOT LIABLE (WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE) FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE, THE APP, THE MATERIALS OR THE SERVICES.

(b) OUR LIABILITY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITIONS THAT CANNOT BE EXCLUDED IS RESTRICTED, AT GO1'S OPTION, TO:

(i) THE RE-SUPPLY OF THE RELEVANT SERVICES;

(ii) THE COST OF THE RE-SUPPLY OF THE RELEVANT SERVICES; OR

(iii) ANY AMOUNT PAID BY YOU TO GO1 IN RESPECT OF THE RELEVANT GOODS OR SERVICES.

(c) EACH PARTY AGREES THAT, UNDER NO CIRCUMSTANCES WILL THE OTHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS CONTRACT FOR:

(i) LOSS OF PROFITS;

(ii) LOSS OF SALES OR BUSINESS;

(iii) LOSS OF AGREEMENTS OR CONTRACTS;

(iv) LOSS OF ANTICIPATED SAVINGS;

(v) LOSS OF OR DAMAGE TO GOODWILL; AND

(vi) ANY INDIRECT OR CONSEQUENTIAL LOSS.

(d) NOTWITHSTANDING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE CUSTOMER TERMS OR THE CONTRACT EXCEED THE AMOUNT THAT YOU PAID, IF ANY, TO US FOR ACCESS OR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

(e) WE DO NOT EXCLUDE ANY RIGHTS OR REMEDIES AVAILABLE TO YOU UNDER ANY APPLICABLE CONSUMER LAWS IN THE APPLICABLE JURISDICTION, WHICH CANNOT BE CONTRACTUALLY EXCLUDED OR RESTRICTED.

(f) NOTHING IN THESE CUSTOMER TERMS LIMITS OR EXCLUDES THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR THE NEGLIGENCE OF A PARTY’S EMPLOYEES, AGENTS OR CONTRACTORS (AS APPLICABLE), FRAUD OR FRAUDULENT MISREPRESENTATION.

12. Indemnity

You agree to defend, indemnify, and hold harmless Go1 and its affiliates, officers, agents, and employees in respect of any claim, action, damage, loss, liability, cost, charge, expense, alleged breaches, outgoing, or payment (including legal expenses on a full indemnity basis), arising from or relating to:

(a) your use of the Services or any Materials;

(b) a breach of these Customer Terms or the Contract by you; and

13. Force majeure

(a) We will not be in breach of this Contract or liable for delay in performing, or failure to perform, any of our obligations under this Contract if such delay or failure results from events, circumstances, or causes beyond our reasonable control (including without limitation fire, flood, acts of God, interruption or failure of utility or telecommunications service, government actions, acts of terrorism, labour disputes or other similar events). In such circumstances, we are entitled to a reasonable extension of time for performing such obligations.

(b) If the period of delay or non-performance continues for four (4) consecutive weeks, either we or you may terminate the Contract by giving seven (7) days’ written notice.

14. Links to other websites

(a) The Website or the App may contain links and pointers to other websites operated by third parties or third-party goods or services, which are included solely for your convenience.

(b) Links to third party websites do not constitute endorsement, sponsorship, or approval by us of the content, policies, or practices of those third parties, nor the content available on or for download from those third-party sites.

(d) We are not responsible or liable, directly, or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with, use or reliance on any goods or services available on or through any third-party website.

15. 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 and who will negotiate in good faith in an effort to reach a resolution.

(b) 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.

(c) 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. Updates to these Customer Terms

(a) From time to time, we may update these Customer Terms to clarify our practices or to reflect new or different practices, such as when we add new features, or for other reasons.

(b) We reserve the right in our sole discretion to modify and/or make changes to these Customer Terms at any time. If we make any material change to these Customer Terms which meaningfully reduces your rights, we will notify you using prominent means, such as by:

(i) email notice sent to the latest email address that we have on record for you; or

(ii) posting a notice through the Services, the Website or App.

(d) Your continued use of our Services after changes become effective will mean that you accept those updated Customer Terms. If you object to the updated Customer Terms, you must notify Go1 in writing within fourteen (14) days of the Customer Terms being updated in order to reach an agreement; after this 14 day period you will be deemed to have accepted those updated Customer Terms.

(e) You must visit the Services and the Website or the App regularly to ensure that you are aware of the latest version of the Customer Terms, as any revised Customer Terms will supersede all previous Customer Terms.

17. General

17.1 Entire agreement

The Contract 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 Contract.

17.2 Waiver

All waivers must be in a writing signed by both parties. A waiver cannot be implied by conduct, delay, or failure to act.

17.3 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

17.4 Assignment

(a) The Contract is not assignable, transferable or able to be sub-licenced by you except with our prior written consent.

(b) We may transfer and assign any of our rights and obligations under the Contract and may novate and sub-licence any of its rights or obligations under the Contract.

17.5 Relationship of the parties

No relationship of agency, partnership, joint venture, or employment is created as a result of the Contract or these Customer Terms and you do not have any authority of any kind to bind us in any respect whatsoever.

17.6 Costs

In any action or proceeding to enforce rights under these Customer Terms or the Contract, the prevailing party will be entitled to recover costs and attorneys’ fees.

17.7 Governing law and jurisdiction

These Customer Terms and the Contract 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.

17.8 Notices

(a) Any notice, consent, agreement, approval, request or direction given by a party under these Customer Terms or the Contract must be:

(i) in writing and in English;

(ii) signed by or on behalf of, or sent by email from a person authorised by, the party giving it; and

(iii) sent to the receiving party’s registered office or principal place of business, or by email to the email address notified by a party to the other.

(b) Notices are deemed received:

(i) if delivered by hand, when left at the delivery address;

(ii) if sent by pre-paid first-class post or next working day delivery service, at 9.00 am on the second Business Day after posting;

(iii) if delivered by email, at the time of transmission; or

(iv) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

(d) The provisions of this clause 17.8 do not apply to notices given in legal proceedings.

17.9 Rights of third parties

(a) Each of Go1’s Affiliates may enforce any provision of the Contract as if it were Go1.

(b) Subject to clause 17.9(a), these Customer Terms and the Contract do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (UK) for any third party to enforce any term of the Contract.

18. Definitions and interpretation

18.1 Definitions

The following definitions apply:

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 Jurisdiction means:

(a) England and Wales, if the Services are supplied in any country within the United Kingdom or Europe;

(b) the State of Delaware in the United States of America, if the Services are supplied in the United States of America;

(d) the State of Queensland, Australia, if the Services are supplied in any other country.

Applicable Law means any law, regulation, mandatory guideline, code or standard, ordinance, court ruling or requirement or direction of a Government Agency, or similar, in any jurisdiction in which any part of the Agreement is performed or governing a party to this Agreement at any time, anywhere in the world.

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in the Applicable Jurisdiction are open for business.

Consequential Loss means any of the following:

(a) incidental, special, remote or unforeseeable loss or damage;

(b) loss of revenue, profit, income, bargain, opportunity, use, production, sales, business, contract, goodwill, or anticipated savings, loss, damage or corruption of data, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing;

(d) loss or damage set out above in paragraphs (a) and (b) that is incurred or suffered by or to a third party.

Confidential Information means all information of a confidential, commercially sensitive or valuable nature of the Disclosing Party, including: 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 all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including its selection and arrangements.

Content Partner means the author, designer, creator or provider of a Course.

Content Provider Agreement means the terms and conditions, between Go1 and a Content Provider, governing the provision of Courses for the Services, which are available at www.Go1.com/content-partners.

Contract means the agreement between the Customer and Go1 for the supply of the Services, or any other goods or services, such supply being on these Customer Terms.

Course means a training course or other resource for instructing, educating, training, learning and tutoring, including mobile applications and related and supporting materials.

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;

(d) the App;

(e) any Course;

(f) the Materials;

(g) the Software; or

(h) any of the Services,

and includes any representative authorised by such person (whether actual, implied or ostensible) to do any of the foregoing or to accept these Customer Terms.

Customer Content means Content uploaded, transmitted or posted via the Services by a Customer and includes any Customer Data so provided.

Customer Data means non-public data provided by the Customer to Go1 to enable the provision of the Services.

Customer Terms means these terms and conditions.

Equipment includes modems, hardware, servers, software, operating systems, networking, telecommunications and web servers

Fees means the Implementation Fees and the Licence Fees.

GDPR means the General Data Protection Regulation 2016/679.

Go1 means:

(a) Go1 USA LLC, 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 out in the Subscription Agreement or otherwise as notified to you as part of the Services, if the Applicable Jurisdiction is England and Wales;

(c) Go1 Pty Limited (ACN 134 998 020) of Units 4 & 5, 2908 Logan Road, Underwood, Queensland, Australia, 4119, if the Applicable Jurisdiction is the State of Queensland, Australia; or

(d) Go1 Singapore PTE. LTD, if the Applicable Jurisdiction is Singapore.

Go1 Content means Content published or otherwise provided by or through Go1, including through the Website or the App.

Go1 Data Protection Agreement means the document available https://www.Go1.com/en-au/terms/dpa.

Government Agency means any governmental, judicial or statutory body with authority or jurisdiction over the Agreement or a party, and any relevant stock exchange.

GST means goods and services tax or value added tax or other equivalent indirect tax.

GST Law means the law in relation to GST existent in the Applicable Jurisdiction.

Implementation Fees has the meaning given to it in clause 8.1.

Implementation Services means that part of the Services, including any training that Go1 may offer at its discretion, provided by Go1 to enable the Customer to commence using the Courses.

Initial Service Term means the initial term during which the Services are provided, being the greater of:

(a) twelve (12) months from the commencement of the Contract; or

(b) another term agreed between Go1 and the Customer.

Insolvency Event means in relation to a party, any of the following events or circumstances:

(a) it is declared bankrupt;

(b) a step is taken to enter into an arrangement between the party and its creditors;

(c) a step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of that party's assets, operations or business;

(d) the party cannot pay its debts as they become due; or

(e) it ceases to carry on business or indicates it is likely to cease carrying on a business or a material part of its business.

Intellectual Property means:

(a) financial, sales, customer, employee or supplier information, processes, statements, trade secrets and marketing plans data; and

(b) in the case of Go1, information regarding features, functionality and performance of the Services,

but does not include information:

(d) previously disclosed to the Receiving Party on a non-confidential basis; or

(e) developed independently by the Receiving Party.

Intellectual Property Rights means all intellectual property rights, including the following rights:

(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have Confidential Information kept confidential;

(b) any application or right to apply for registration of any of the rights referred to in paragraph (ii); and

(c) all rights of a similar nature to any of the rights in paragraphs (ii) and (jj) that may subsist anywhere in the world (including Australia),

regardless of the form and whether or not such rights are registered or capable of being registered.

Licence Fees has the meaning given to it in clause 8.1.

Loss means any liability, loss, injury, illness, damage, cost, or expense, including legal costs on a full indemnity basis.

Materials means documents, information, materials (including marketing materials) and communications, provided or made available by or through Go1, including through the Website, the App, and learning management portal, and includes Go1 Content.

Malicious Code means any virus, trojan or other malicious software or code that is designed to cause damage, corrupt, infect, manipulate, adversely affect, or gain unauthorised access to the network, computer system, software or electronic data.

Privacy Laws means all privacy, data protection and anti-spam laws and regulations relating to privacy, data security, cybersecurity and the collection, storage, use and disclosure of personal information in any applicable jurisdiction, including:

(a) Privacy Act 1988 (Cth);

(b) GDPR;

(d) California Consumer Privacy Act 2018 (CCPA).

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

Renewal Term has the meaning given to it in clause 10.1(b).

Reseller Partner means a third party that resells Go1 Services under a Reseller Partner or Co-seller Agreement with Go1.

Service Capacity means the limit of the Services available to the Customer, including the number of paid User licences that will form part of your organisation.

Services means all services supplied by Go1 to the Customer and/or the User via the Website, the App or other means, including:

(a) marketing, promoting, facilitating, offering, hosting and providing Courses;

(b) providing access to the Software; and/or

as may be detailed, more specifically at the discretion of Go1, in a Subscription Agreement or Order Form or service and/or support level agreement.

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.

Subscription Agreement (also referred to as Order Form) means a document or subscription or order form that particularises details of the Services, which may include details of the Course(s), Fees, Term, Software, and other related matters and which may be in the form of a written document or available online, including on or through the Website or the App.

Support 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.

Taxes has the meaning given to it in clause 9(a).

Term means the aggregate of the Initial Service Term plus any Renewal Term.

User means a person, who may be a Customer, who, in any way, uses:

(a) the Website;

(b) the App;

(d) the Materials;

(e) the Software; or

(f) any of the Services.

User Terms means Go1’s User Terms as amended from time to time, and available at https://www.Go1.com/en-au/terms/user-terms.

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

18.2 Interpretation

The following rules of interpretation apply unless the contrary intention appears:

(a) the singular includes the plural and vice versa;

(b) words that are gender neutral or gender specific include each gender;

(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(d) the words 'such as', 'including', 'particularly' and similar expressions are not used as nor are intended to be interpreted as words of limitation;

(e) a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) a thing (including a chose in action or other right) includes a part of that thing;

(iii) a party includes its successors and permitted assigns;

(iv) a document (which may be in electronic form) includes all amendments or supplements to that document;

(v) a clause, term or party is a reference to a clause or term of, or party to these Customer Terms or the Contract;

(vi) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable financial market and is a reference to that law as amended, consolidated or replaced.

(f) an agreement on the part of 2 or more persons binds them jointly and severally; and

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