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Partner Agreement

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)These terms and conditions (“Partner Terms” or “Referral Partner Terms”) govern the referral service and distribution by you of Go1’s learning resources. Once accepted by you (at the earlier of when you sign Go1’s relevant registration form, paper-based agreement, or by accepting the Partner Terms online on the Website) (“Start Date”), these Referral Partner Terms, together with the Privacy Policy, all other policies and documents referred to in these Partner Terms and any registration form, Partner Cover Agreement or other written agreement, constitute a formal agreement between you and Go1 (“Partner Agreement").

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

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

2. Relationship of the parties

2.1 Role of Go1

Go1 agrees to:

(a) offer the Content Hub;

(b) work in cooperation with you to onboard customers of the Content Hub, and in some instances integrate into a third-party system;

(c) make the Content Hub available for end users to enrol in content in accordance with Go1 standard terms and policies; and

(d) provide you with copies of all relevant documentation and policies with which you will be required to comply under this Partner Agreement.

2.2 Your role

(a) You agree to:

(i) integrate Content Hub into your system(s) such that it is made available by default to Partners’ Users;

(ii) perform the Services diligently and to a professional standard and be open and honest about your relationship with Go1;

(iii) use your best endeavours to generate Referrals;

(iv) not misrepresent or embellish the relationship between you and Go1 or imply any relationship or affiliation between you and Go1 or any other person or entity except as expressly permitted by this Partner Agreement;

(v) not represent yourself as an agent or employee of Go1 or represent that you have the authority to bind Go1 to a contract;

(vi) comply with all applicable copyright and other laws that pertain to your website as Go1 will not be responsible if you use another person's copyrighted material in violation of the Law;

(vii) deliver the details of Referrals and Users to Go1 within three (3) days after the Referral or User makes an enquiry with you about a Course or any content, materials or services supplied by Go1;

(viii) be responsible for the delivery of the Services;

(ix) act in an honest, ethical, and responsible manner when performing the Services;

(x) not infer that you will be undertaking any training and/or assessment for or on behalf of Go1;

(xi) not make any guarantees, commitments or assurances regarding the Course(s) or the likely success of a User completing any of the Course(s) or the outcomes of the Course(s), including any particular employment outcome;

(xii) comply with Go1 policies given to you;

(xiii) not register or purchase domain names that include Go1’s company’s names or trade marks, or any misspellings or variations of them, including to run promotions as a partner of Go1;

(xiv) not include Go1’s company name or trade marks, variations of them, or the look and feel of Go1’s social media pages on any social media pages where you run promotions as a partner of Go1;

(xv) not promote Courses on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by Go1, in its sole discretion;

(xvi) not use marketing practices that are designed to attract fake customers being customers who are not legitimate customers or real entities (Go1, in its sole discretion, will make the determination whether someone is a fake customer);

(xvii) ensure that any of your Affiliates and sub-contractors, to the extent they are involved in the Services, follow the terms of this Partner Agreement;

(xviii) not place advertisements (whether directly or indirectly) on behalf of third-party advertiser(s) (whether as an agent or otherwise) in respect of the Courses;

(xix) to execute any additional documents as necessary to facilitate integrations with Go1 systems upon written request by Go1; and

(xx) Provide Go1 with sixty (60) days’ notice in writing if a User or Referral requests courses or content which Go1 does not currently offer, to allow Go1 the opportunity to source such courses or content, after which time you may provide such courses or content to the User or Referral from another content provider.

(b) You agree that acceptance of a Referral as a User of the Go1 services is at the sole discretion of Go1.

2.3 Relationship of the parties

Except to the extent expressly provided in this Partner Agreement, nothing in this Partner Agreement creates a relationship of employment, trust, agency, or partnership between the parties. Go1 is entitled to promote or publicise our agreement with You where it deems appropriate.

2.4 Non-disparagement

The parties must:

(a) not make or procure the making 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

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

3. Performance

3.1 General performance obligations

Each party must carry out its role and obligations set out in this Partner Agreement:

(a) to a professional standard;

(b) in a timely fashion, including to achieve any timing requirements for delivery of the Services and the provision of the Services;

(d) in accordance with all Applicable Laws; and

(e) in accordance with applicable Go1 Policies to the extent that such Go1 Policies are reasonable and do not breach any Applicable Law.

3.2 Compliance with directions

You must carry out your role and obligations in relation to the Services in accordance with all reasonable directions and instructions of Go1, including directions and instructions for the purpose of ensuring that the Services are delivered in accordance with all Applicable Laws and Go1 Policies, and that the delivery of the Services does not cause Go1 to breach any Applicable Laws or Go1 Policies.

4. Revenue Reports and Payments

4.1 Revenue Share

(a) In respect of revenue for which you are directly and exclusively responsible for generating from a Referral (“Partner Revenue"), Go1 will pay you, for the first year of the Initial Subscription Term of the customer contract, the percentage of the Net Amount or the Gross Amount, as set out in the Partner Cover Agreement, received by Go1 as a result of that Referral (“Revenue Share");

(b) If Go1 changes the Revenue Share, it will only do so with your written approval.

4.2 Reporting and payment

(a) Within fifteen (15) days after the end of each quarter, Go1 will provide you with a report setting out the Revenue Share to which you are entitled.

(b) The Revenue Share is payable to you within thirty (30) days of receipt by Go1 of a valid tax invoice from you in the form required by Go1.

(c) Subject to clause 4.2(d), Go1 must pay the amount of any correctly rendered invoice received from you, as set out in clause 4.2(b), except to the extent that the payment or amount of the payment is in dispute.

(d) Go1 is entitled to withhold all or part of the Revenue Share in respect of any Services that Go1 considers not to have been provided by you in accordance with this Partner Agreement.

(e) Payment of an invoice is not:

(i) evidence or an admission that you have performed your obligations in accordance with this Partner Agreement;

(ii) evidence of the value of the Services provided by you under this Partner Agreement;

(iii) an admission of liability; or

(iv) acceptance or approval of your performance, but must be taken only as payment on account.

(i) if the Applicable Jurisdiction is England and Wales, in GBP;

(ii) if the Applicable Jurisdiction is the State of Delaware, in USD;

(iii) if the Applicable Jurisdiction is Singapore, in SGD; and

(iv) if the Applicable Jurisdiction is Queensland, Australia, in AUD,

regardless of the currency in which the User or Referral, transacts, or the currency of the sale price of a Course.

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

4.3 Integration and Onboarding work

The parties shall agree in writing:

(a) the type and scope of integration or onboarding work Go1 will undertake as required under clause 2.1(b) (“Integration and Onboarding Work”);

(b) that, in consideration for undertaking the Integration and Onboarding Work, you must generate a minimum amount of Partner Revenue, to be mutually agreed at the time of execution of this Partner Agreement (“Integration Amount”) and that Go1 may set-off the Integration Amount from any amounts owed to you under clause 4.1;

(c) if Go1 does not charge any fees for the Integration and Onboarding Work, and Go1 has provided a scope of work and fee proposal for the Integration and Onboarding Work to you (“Scoping Amount"), Go1 may deduct the Scoping Amount from any revenue (including the Revenue Share) to which you are entitled under this Partner Agreement, in the event that you fail to meet your obligations under, or otherwise breach this Partner Agreement; and/or

(d) that the Referral Partner will meet all published integration guidelines available here.

4.4 Conditions of Integrations and Onboarding work

In the event that there is integration work, in accordance with clause 4.3, the Referral Partner agrees to comply with the guidelines set out here.

4.5 Set off

Go1 may deduct from amounts otherwise payable to you any amount due from you to Go1 or any claim to money which Go1 may have against you (whether for damages or otherwise) in connection with this Partner Agreement.

5. Taxes

(a) Subject to clause 5(e),when the country from which the User or Referral purchases a Course requires Go1 to remit any Taxes, Go1 will deduct the amount of the Taxes from the Course sale price when calculating the Net Amount or Gross Amount.

(b) Go1 may, at its own discretion, increase the sale price of a Course where Go1 is of the view that Taxes may be due on that sale.

(c) Countries requiring Taxes currently include all European Union countries, the United Kingdom, South Korea, Japan, New Zealand and Australia, and such other countries as Go1 determines from time to time.

(d) European Union: In the event that the sale or delivery of a Course or any content to any User in the European Union is subject to any Tax under Applicable Law, Go1 will collect and remit the Tax to the competent tax authorities for sales of such Courses or Content to Users in the European Union and Go1 will have a liability to account for such.

(e) When applicable, Go1 charges and pays European Union Taxes for website purchases. In the case of mobile in-app purchases, European Union Tax is collected and paid by Apple and Google respectively.

6. Records and audits

6.1 Records

You must maintain, throughout the Term and for a period of seven years after the Term, complete, accurate and up-to-date financial accounts and other records in respect of the performance of your obligations under this Partner Agreement (“Records”).

6.2 Audits

(a) You must:

(i) provide reasonable access to your premises, books, records, documents, reports, equipment and other property relevant to the performance of this Partner Agreement, including the Records; and

(ii) permit the taking of copies or extracts of such books, records, documents, or reports, including the Records,

(iii) to the extent necessary to enable Go1 and its officers, employees, and professional advisers to conduct appropriate audits of the fulfilment of all or any of your obligations under this Partner Agreement.

(b) When conducting an audit under this clause 6.2, Go1 must ensure that the audit is conducted:

(i) expeditiously, efficiently and during reasonable business hours; and

(ii) upon reasonable prior written notice.

6.3 Quality assurance review

(a) Go1 may conduct a quality assurance review of any of the Services delivered by you under this Partner Agreement.

(b) Go1 will undertake the quality assurance review in the same manner as a similar review would be undertaken by Go1 in respect of courses and services offered by Go1 itself.

(c) You must provide reasonable assistance to Go1 in respect of the quality assurance review, including by providing access to relevant documents and information, including the Records.

(d) If, after conducting the quality assurance review, Go1 determines that you are not delivering the Services to the standards required by this Partner Agreement, then Go1 may notify you in writing, detailing the basis for that determination.

(e) The representatives of the parties will meet to discuss a determination by Go1 under clause 6.3(d) and agree on the actions you must undertake in order to deliver the Services to the standards required by Go1 and this Partner Agreement, and the timeframes in which you must implement those actions.

(f) If you fail to implement the actions agreed under clause 6.3(e) within the agreed timeframes, and Go1 determines that you are not performing your obligations to the standards required by this Partner Agreement, Go1 may immediately terminate this Partner Agreement by notice in writing.

6.4 Other quality assurance requirements

You must ensure that appropriate staff are made available and attend any audits or quality assurance reviews or meetings as reasonably required by Go1 from time to time.

7. Data and Privacy

7.1 Data

(a) The only information you may receive from us about Users is what is provided to you through the Services (“User Related Data”).

(b) In the event that you are providing Go1 with any personal information, you agree to execute and comply with the applicable data processing agreement provided to you.

7.2 Privacy

(a) Each party must, at all times, comply with the Privacy Laws and the Privacy Policy.

(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 this Partner Agreement including, but not limited to, any Personal Information subsisting in the User Related Data and Referral details, you must:

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

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

(iii) use or disclose the Personal Information only for a purpose connected with this Partner Agreement or as permitted by the Privacy Laws and the Privacy Policy; execute and comply with the applicable data processing agreement provided to you; and

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

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

(iii) compliance with applicable Privacy Laws and regulations.

8. Intellectual Property (‘IP’) Rights

8.1 Licence to use Go1 Intellectual Property

(a) Go1 grants to you, for the duration of the Term, a non-exclusive, non-transferable licence to use, reproduce, publish, communicate to the public, and otherwise exercise Go1 IP solely for the purpose of performing the Services.

(b) You acknowledge and agree that you are not entitled to continue to use any of the Go1 IP after the expiration or termination of this Partner Agreement.

8.2 Licence of your IP

You grant to Go1 a non-exclusive, non-transferable licence to use, reproduce, publish, communicate to the public and otherwise exercise your Intellectual Property Rights in your Materials (“Partner IP”) for the purpose of complying with Go1's obligations under this Partner Agreement, including the right to grant sub-licences to Users and Affiliates of Go1 and other persons for that purpose (if required).

8.3 Third-party Intellectual Property Rights

If a party makes available to the other party any documents, information, or materials (including marketing materials) for use under this Partner Agreement and any of the Intellectual Property Rights in those documents, information or materials are owned by a third party, that party must:

(a) ensure that it has all necessary rights to grant the licence specified in clause 8.1 or clause 8.2 (as the case may be); and

(b) notify the other party prior to, or at the same time as, making available those documents, information or materials of any limitations on the other party's rights to use those documents, information or materials pursuant to clause 8.1 or clause 8.2 (as the case may be).

8.4 Infringement of Intellectual Property Rights

(a) You must promptly notify Go1 in writing of any:

(i) actual, suspected, or anticipated infringement by a third party of any Go1 IP; or

(ii) allegation or Claim (written or otherwise) that the use of any of Go1 IP by you or Go1 infringes any third-party rights (including Intellectual Property Rights).

(b) You must provide to Go1 (at Go1's reasonable cost) all assistance reasonably requested by Go1 relating to proceedings or any other action that Go1 may take against any third party for any actual, suspected, or anticipated infringement of Go1 IP.

(i) actual, suspected, or anticipated infringement by a third party of any Partner IP; or

(ii) allegation or Claim (written or otherwise) that the use of any Partner IP by you or Go1 infringes any third-party rights (including Intellectual Property Rights).

(d) Go1 must provide to you (at your reasonable cost) all assistance reasonably requested by you relating to proceedings that you may take against any third party for any actual, suspected, or anticipated infringement of Partner IP.

8.5 Ownership of Go1 IP

(a) The ownership of the Go1 IP (whether existing now or at any time in the future), remains vested in Go1 (or its licensors).

(b) Nothing in this clause 8 or otherwise constitutes an assignment of any of the Go1 IP.

9. Restricted Persons

(a) You hereby warrant that neither you nor any of your Affiliates is a Restricted Person.

(b) If you or any Affiliate of yours becomes 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.

(c) You must not utilise the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorised in advance in writing by the U.S. Government, or any other applicable country. Such authorisation must be provided to Go1 upon request.

(d) You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, Laws or regulations of the United States or any other applicable country.

10. Confidential Information

10.1 Use and disclosure

A Receiving Party:

(a) may use Confidential Information of the Disclosing Party only for the purposes of this Partner Agreement;

(b) must keep confidential all Confidential Information of the Disclosing Party, except:

(i) for disclosure permitted under clause 10.2; and

(ii) to the extent (if any) the Receiving Party is required by Law to disclose any Confidential Information; and

(c) without limiting its obligations under clause 10.1(a)and 10.1(b) must use commercially reasonable efforts to keep all Confidential Information of the Disclosing Party safe and secure, including all notes and other records prepared by the Receiving Party or its disclosures based on or incorporating any Confidential Information of the Disclosing Party and all copies of those notes and records.

10.2 Permitted disclosure

A Receiving Party may disclose Confidential Information of the Disclosing Party to persons who:

(a) have a need to know for the purposes of this Partner Agreement (and only to the extent that each has a need to know); and

(b) before disclosure:

(i) in the case of the Receiving Party's officers and employees, have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party; and

(ii) in the case of other persons approved in writing by the Disclosing Party, have agreed in writing with the Receiving Party to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as those imposed on the Receiving Party under this Partner Agreement (each a “Direction”).

10.3 Receiving Party’s obligations

A Receiving Party must:

(a) ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 10.2 complies with its Direction; and

(b) immediately notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction or any improper or unauthorised use of the Confidential Information of the Disclosing Party.

10.4 Disclosure required by Law

If a Receiving Party is required by Law to disclose any Confidential Information of the Disclosing Party to a third person (including government bodies and agencies), the Receiving Party must, to the extent permitted by Law:

(a) before doing so:

(i) notify the Disclosing Party; and

(ii) give the Disclosing Party a reasonable opportunity to take any steps that the Receiving Party considers necessary to protect the confidentiality of that information; and

(b) notify the third person that the information is confidential to the Disclosing Party.

10.5 Acknowledgments

Each Receiving Party acknowledges that:

(a) the Disclosing Party may suffer commercial or other Loss if the Confidential Information of the Disclosing Party is used by any third party, or disclosed or made available to any third party by the Receiving Party other than in accordance with this Partner Agreement;

(b) damages may be an inadequate remedy to protect the interests of the Disclosing Party if the Receiving Party or any of its permitted discloses breach the provisions of this clause 10; and

(c) the Disclosing Party is entitled to seek and obtain injunctive relief or any other remedy, in any court, against the Receiving Party for breach of this clause 10.

11. Indemnity and liability

11.1 Indemnity

(a) Each party indemnifies, and agrees to keep indemnified, the other party and its officers, employees, agents, and subcontractors, from and against any Loss arising from:

(i) any Claims by third parties that the use of Go1 Materials (where Go1 is the indemnifying party) or any of your own materials (where you are the indemnifying party) infringes a third person's rights (including any Intellectual Property Rights); and

(ii) any Claims with respect to damage to physical property or injury or death to persons where that Claim arises as a result of any negligent act or omission or wilful misconduct of the indemnifying party.

(b) A party will not be liable under the indemnity in clause 11.1(a) to the extent that the liability has been caused by the acts or omissions of any of the indemnified persons.

(c) Any person claiming under the indemnity in clause 11.1(a) must use all commercially reasonable efforts to mitigate any Loss which is the subject of the indemnity.

(d) Subject to clause 11.3(b), you release and shall 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) breach of any third party’s Intellectual Property;

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

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

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

11.2 Indemnification proceedings

In relation to any proceedings in respect of which a person is entitled to make any Claim for indemnity under clause 11.1:

(a) if the indemnifying party requests, the indemnified party must allow the indemnifying party to conduct the proceedings in its own name (including by seeking leave to withdraw from the proceedings and withdrawing from the proceedings if such leave is granted, if the indemnifying party requests);

(b) if the relevant indemnified party conducts the proceedings, it must keep the indemnifying party reasonably informed as to the progress of the proceedings and consult with the indemnifying party before lodging any pleadings or agreeing to any settlement; and

(c) if the indemnifying party conducts the proceedings, each indemnified party must provide the indemnifying party with any assistance and information that the indemnifying party reasonably requests.

11.3 Limitation of liability

(a) SUBJECT TO CLAUSE 11.3(B), GO1’S AGGREGATE LIABILITY FOR ANY LOSS SUFFERED BY, OR CLAIM BY YOU IN CONNECTION WITH THIS PARTNER AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY GO1 TO YOU UNDER THIS PARTNER AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE LOSS OR CLAIM.

(b) IN NO CIRCUMSTANCES SHALL 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 THIS PARTNER AGREEMENT BY THAT PARTY.

(c) Except for any breaches of clause 12 of this Agreement, in no circumstances will You 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) Notwithstanding the foregoing, nothing in this Partner Agreement is intended to exclude any liability, rights or remedies available under any Law in the Applicable Jurisdiction which cannot be contractually excluded or restricted.

12. Protecting our integrations

(a) You acknowledge Go1’s investment and effort in our business model and our relationships with among Go1 Users, Content Providers, and other partners. Go1 is entering into this Referral Partner Agreement, sharing revenue, and provision of onboarding and integration services as set out in this Referral Partner Agreement, on condition that:

(i) You will not actively market, target, sell or supply courses from any Content Provider (or any of their Affiliates) listed on the Go1 Content Provider Page, as amended from time to time, available at https://www.Go1.com/en-au/Go1-content-partners (Content Provider Page), to any Go1 User or 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; and

(ii) You will not actively market, target, sell or supply any courses from any Content Provider listed on the Go1 Content Provider Page to Your Users and potential Users except through this Partner Agreement.

(b) Nothing in this clause 12 will prohibit passive sales where one of your Users or potential Users approaches You to sell or supply any courses from any Content Provider on the Go1 Content Provider Page.

(c) Nothing in this clause 12 will prevent Your Users from buying directly from a third-party content provider that may be listed on the Go1 Content Provider Page (outside of the listed restrictions).

13. Term and Termination

13.1 Term

(a) This Partner Agreement commences on the Start Date and will automatically renew for up to two (2) additional successive one (1) year terms (each, a Renewal Term), unless either party gives the other party written notice of termination at least thirty (30) days prior to the expiration of the then current term.

13.2 Termination

(a) In addition to any other express rights of termination set out in this Partner Agreement, either party may terminate this Partner Agreement by providing five (5) days’ notice in writing to the other party where:

(i) the other party has committed a breach of a provision of this Partner Agreement which can be rectified and fail to rectify the breach within ten (10) days of written notice being given by the other party;

(ii) the other party has committed a breach of this Partner Agreement which cannot be rectified; or

(iii) a controlling interest in the other party’s business passes or is likely to pass to any other company or person.

(b) This Partner Agreement may be terminated by either party immediately where:

(i) any fact, matter or circumstance represented or warranted by the other party which is, or later proves 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.

(i) all rights and remedies accrued by either party prior to the termination or expiration of this Partner Agreement continue to apply;

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

(iii) the provisions of the following clauses continue in full force and effect following expiration or termination of this Partner Agreement: clauses 7, 8, 10, 11, 14, 15, 17 and 18, together with any other clauses that by their nature survive.

14. Refunds

(a) You acknowledge and agree that neither you nor Go1 shall receive any payments, fees, or commissions for any transactions for which a refund has been granted.

(b) In the event that a User or Referral requests a refund or overpayment for an amount for which you have received Revenue Share or Adjusted Revenue Share, Go1 reserves the right to either:

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

(ii) require you to repay the Revenue Share or Adjusted Revenue Share in respect of any refund or overpayment to the extent no additional payments are due from Go1 to you or such payments due to you are insufficient to cover the amount of the refund or overpayment.

15. Exclusion of implied terms

(a) The Law implies various conditions and warranties that might apply to this Partner Agreement. The parties exclude all of those conditions and warranties to the fullest extent permitted by Law.

(b) Go1's liability for breach of any implied warranty or conditions that cannot be excluded is restricted, at Go1's option, to:

(i) the re-supply of the relevant goods or services;

(ii) the cost of the re-supply of the relevant goods or services; or

(iii) any amount paid by the User to Go1 in respect of the relevant goods or services.

(c) Nothing in this Partner 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.

(d) The provisions of this Partner Agreement are separate and severable. The invalidity of any clause or provision of this Partner Agreement shall not affect the validity of the reminder of the Partner Agreement.

16. Modifications to this Partner Agreement

(a) From time to time, Go1 may update this Partner Agreement, and Go1 reserves the right to modify and/or make changes to this Partner Agreement at any time.

(b) If Go1 makes any material change to this Partner Agreement that materially reduces your rights, Go1 will notify you using prominent means such as by:

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

(ii) posting a notice on the Website.

(d) If you continue to provide the Services after the effective date of any change, then such provision will be deemed an acceptance of and an agreement to follow and be bound by this Partner Agreement as changed.

(e) The revised Partner Agreement supersedes all previous Partner Agreements.

17. General

17.1 Assignment

(a) Go1 may assign, novate, or otherwise transfer this Partner Agreement or any of its rights or obligations under this Partner Agreement.

(b) You may not assign, transfer, novate or otherwise deal with your rights and obligations under this Partner Agreement without the written consent of Go1, which will not be unreasonably withheld.

(c) This Partner Agreement inures 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. 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 this Partner Agreement as part of the transfer.

17.2 Entire agreement

This Partner Agreement, including the Background, 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.

17.3 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.

17.4 Directions

You must comply with all terms of this Partner Agreement and with any reasonable directions, special conditions, content and/or product guidelines or specifications advised by Go1 from time to time.

17.5 Translations

Any version of these Referral 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.

17.6 Governing law and jurisdiction

(a) This Partner 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 shall 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.

17.7 Representations

The parties agree that no promise or representation made or given by Go1, its employees, officers, agents, or contractors will be recognised unless contained in this Partner Agreement.

17.8 Effect of signature

This Partner Agreement shall not be binding on Go1 until it has been accepted by signature by its duly authorised officer.

17.9 Affiliates, successors, and assigns

This Partner Agreement is binding on you and your Affiliates (and any successors and permitted assigns).

17.10 Rights of third parties

If the Applicable Jurisdiction is England and Wales, unless expressly stated otherwise, this Partner Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Partner Agreement. Each of Go1’s Related Bodies Corporate may enforce any provision of the Agreement as if it were Go1.

17.11 Federal acquisition legislation

The following provisions apply solely to Partners whose Applicable Jurisdiction is the State of Delaware in the United States of America:

(a) The Courses are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Courses.

(b) If Partner is using the Courses on behalf of the US Government and these terms fail to meet the US Government’s needs or are inconsistent in any respect with federal law, Partner will immediately discontinue its use of and access to the Courses.

(c) The terms “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data” have the meaning given in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

17.12 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.

17.13 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

17.14 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 Law.

18. Definitions

18.1 Defined terms

In this Partner Agreement:

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;

(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(a).

Applicable Jurisdiction means:

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

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

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

Applicable Law means:

(a) any applicable local, state, federal, or international law, statute, regulation, rule or ordinance; and

(b) any Approval, including any condition or requirement attaching to an Approval.

Approval means certificate, licence, consent, permit, approval, or other requirement of any Authority having jurisdiction in connection with the activities contemplated by this Partner Agreement.

Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority or tribunal.

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

Claim means any claim, proceeding, cause of action, action, demand, or suit (including by way of contribution or indemnity).

Confidential Information of a Disclosing Party means the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Partner Agreement:

(a) information that is by its nature confidential;

(b) information that is designated by the Disclosing Party as confidential; and

but excludes information that:

(d) the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or

(e) is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees).

For the avoidance of doubt, this Partner Agreement and all information supplied by Go1 to you in relation to Go1’s finances and affairs, advertising space(s), contracts, pricing, and methods of business is confidential.

Content means any of the content that Go1 offers (including the Courses), including through the Website and Go1 Platform.

Content Partner (or Content Provider) means the provider or the author of the Course(s) listed at www.Go1.com/en-au/Go1-content-partners (and their Affiliates).

Content Hub means the web-based platform that contains Courses from Go1 Content Partners.

Course means the training, resources, courses, and/or programs of study offered through the Content Hub.

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 the Courses, Content Hub or any other materials, software, products, or services provided by Go1.

Disclosing Party means a party who discloses or makes available Confidential Information to the Receiving Party or whose Confidential Information otherwise becomes known to the Receiving Party.

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 Partner Cover Agreement or otherwise as notified to you, 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 IP means the Intellectual Property:

(a) in Go1 Materials;

(b) in the Go1 Marks;

(c) existing prior to the Commencement Date (including the Content Hub) and all modifications, enhancements, derivations or updates to it; and

(d) in all programming modules, code methodologies, computer programmes, material, tools, data, know-how, deliverables, content, sales and marketing collateral and anything else generated or created in the course of performing (directly or indirectly) the obligations in the Agreement, or otherwise contained in or collected as a result of the Content Hub.

Go1 Marks means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of Go1.

Go1 Materials means documents, information, and materials, including marketing materials, produced by Go1 and provided to you for the purposes of this Partner Agreement or used by Go1 in performing its obligations under this Partner Agreement.

Go1 Policies means any documentation and policies provided to you by Go1, as amended or varied from time to time.

Gross Amount means the amount of revenue actually received by Go1 from a Referral during the Initial Subscription Term, excluding any amounts obtained via Go1 through upsells without Referral Partner involvement.

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

Initial Subscription Term means the initial subscription period, as specified in the applicable Order Form, Subscription Partner Agreement, or other ordering document entered into between Go1 and the Referral Partner.

Initial Term means a period of three years from the Start Date.

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 (a); and

(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including the Applicable Jurisdiction),

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

Law means:

(a) any applicable local, state, federal, or international law, statute, regulation, rule or ordinance; and

(b) any Approval, including any condition or requirement attaching to an Approval.

Loss means any cost (including legal costs on a solicitor and own third party basis, whether incurred by or awarded against the relevant party), expense, loss, damage, charge or liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained, unascertained, actual, prospective or contingent, and including any such cost, expense, loss, damage, charge or liability that is incurred in connection with a Claim, including the defence or settlement of that Claim.

Materials means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the Referral Partners.

Mediation Method  means:

(a) if the Applicable Jurisdiction is 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) if the Applicable Jurisdiction is the State of Delaware in the United States of America: through the American Arbitration Association.

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

(d) if the Applicable Jurisdiction is Singapore - through the Singapore International Mediation Centre in accordance with the Singapore Mediation Act.

Net Amount means Gross Amount, less:

(a) Taxes (including pursuant to clause 6;any other amount set out in an applicable partner marketing program;

(b) any amounts which Go1 is required to pay to a Content Provider;

up to a maximum of 15% of the Gross Amount.

Option means three (3) x one (1) year periods, immediately and consecutively succeeding expiry of the Initial Term, (together, the “Options”), exercisable by Go1.

Partner (or ‘you’ or ‘your’) means you, as the provider of referral services to Go1 pursuant to this Partner Agreement.

Partner IP means any artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the referral Partner.

Partner Cover Agreement means a document that sets out details and terms regarding the provision of Services by the Referrer to Go1.

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

(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.

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.

Receiving Party means a party who obtains or otherwise becomes aware of Confidential Information of the other party.

Referral means a paying User that you refer to Go1 who has no record in connection with Go1 or who is not, at the time referred to Go1 by Partner, in any contractual relations or ongoing negotiations with Go1 in connection with its Courses.

Restricted Person means a person who is:

(a) a national of or an entity existing under the laws of Russia, Belarus, Cuba, Iran, 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;

(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) any national or entity sanctioned in Europe, Australia, and the UK.

Services means the marketing to, and referral of, Customers by you in accordance with the terms of this Partner Agreement.

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

Tax means:

(a) all taxes, including but not limited to any GST, levied, imposed, or assessed under any statute, ordinance, decree, regulation, order, or Law in the Applicable Jurisdiction or elsewhere; and

(b) any additional tax, interest, penalty, charge, fee, or other amount of any kind assessed, charged, or imposed in relation to the late or short payment of any tax or the failure to file any return.

Term means the Initial Term plus any Option(s) as exercised by Go1 in accordance with the terms of this Partner Agreement.

User means a user of the Courses, Content Hub, or any other materials, software, products, or services provided by Go1.

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

18.2 Other definitions and interpretation

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

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

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