Effective from 15 July 2022
(a) These terms and conditions (“User Terms”) govern your access and use of our Services.
(b) These User Terms will apply (including to all Services) from the beginning of our relationship with you as the User, which occurs as soon as you access any of the Services.
(c) Please read these User Terms carefully as they are legally binding upon you.
(d) When reference is made to “we”, “us”, or “our” in these User Terms, it means Go1. When reference is made to “you” or “your” in these User Terms, it means the User.
(e) Any version of these User 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.
As a User, you may be:
(a) a Customer (as defined at the end of these User Terms), in which case you must read and accept the Customer Terms (e.g. because you are joining us through one of your associations or on your own) and, if so, you are both the Customer and the User; or
(b) using our Services through a Customer, who has already accepted our Customer Terms. If this is the case, you agree to follow all lawful and reasonable directions given by that Customer with respect to your use of the Services, in accordance with that Customer’s obligations to us.
(a) Headings are used for convenience only and do not affect the interpretation of these User Terms.
(b) The capitalised terms used are defined at the end of these User Terms or may otherwise be found in the Customer Terms of Service.
(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 notified from time to time.
(b) As part of the registration process, you will identify an administrative username and password for your Go1 account. We reserve the right to cancel or refuse registration of any username or password we deem inappropriate.
(c) Subject to these User Terms, we will provide reasonable technical support services in accordance with our standard practice.
(d) The Services may also extend to any related items quoted and billed by us.
We may modify the Courses, Materials, or Services or discontinue their availability at any time.
(a) A Customer (which may be you or a third party) has agreed to our Customer Terms of Service or entered into another written agreement with us (in either case, the “Contract”) that permitted the Customer to create and configure a platform or make our App available on their app marketplace, so that you and others may register an account with us and use the Services. For the avoidance of doubt, each invitee granted access to the Services, including you, is a User.
(b) The Contract contains our commitment to deliver the Services to Customer, who may then invite Users to join its or our platform(s).
(c) When a User (including you) submits Customer Data (including content or information to the Services, such as messages or files), you acknowledge and agree that the Customer Data is owned by the Customer.
(d) The Contract provides the Customer with many choices and control over that Customer Data. For example, the Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign platform instance, share channels or consolidate your instance or channels with other instances or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain parts or all of your Customer Data.
(a) You represent, warrant and covenant that you are:
(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 User Terms on your behalf and you will only use the Services with their involvement, supervision, and approval.
(b) 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 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 Partners or Course availability);
(iii) you assume any and all risks from any meetings or contact you have with any Content Partners, Customers, or other Users; and
(iv) 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.
You agree to take reasonable precautions to protect our non-public information regarding features, functionality, and performance of the Services and Go1’s Intellectual Property (“Go1 Proprietary Information”) and to comply with all lawful and reasonable directions given to you by the Customer or Go1 with respect to Go1 Proprietary Information.
(a) We, or our licensors, own and retain all right, title, and interest in and to:
(i) the Services, Website, App, and Software (including all improvements, enhancements, or modifications to any of the Services or this technology);
(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) Unless otherwise expressly provided in these User Terms, 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.
Go1 has not agreed to and does not agree to treat as confidential any suggestion or idea provided by you (“Feedback”) and nothing in these User Terms or in the parties’ dealings arising out of or related to these User Terms will restrict Go1’s right to use, profit from, disclose, publish, or otherwise exploit any Feedback without compensation to you.
(a) You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services.
(b) If you choose to offer Feedback to Go1 you:
(i) 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; and
(ii) 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.
(a) We grant you a limited, non-exclusive, non-transferable licence for you to access and use the Customer Content and the Go1 Content during the Term (subject to all required fees, which in part are in consideration for your use of the Service, being paid by the Customer in accordance with the Contract), solely for the purpose of your education or training through the Services, in accordance with these User Terms and the Customer Terms of Service if applicable 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 5.3(b), you must not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Customer Content or Go1 Content, in whole or in part, other than as expressly authorised under these User Terms or as separately authorised by us in writing.
(d) 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 User Terms.
(e) Notwithstanding clause 5.3(d), we reserve the right to revoke the licence to access and use the Go1 Content and Customer Content granted by us.
(a) Go1 does not screen the Customer Content or Go1 Content and all use of the Customer Content by you is at your own risk.
(b) We have no responsibility or liability for such use.
(c) In particular, no review, posting, or appearance of the Customer Content on or through the Services is intended to act as an endorsement or representation that any Customer Content is free of violation of any copyright, privacy, or other laws or will suit a particular purpose or be accurate or useful.
(d) If you believe that any Customer Content, originating from a third party, or any Go1 Content violates any laws, including any copyright laws, you may report such belief to us.
(f) We use data collected through tracking technologies to record your interactions with content on the Service to monitor and report on usage to our Content Partners.
(g) We also use, or may use, the data collected through tracking technologies to secure the Services, improve the Services, to save you time, to provide better technical support, and to track usage of our Services. For example, tracking technologies help us to: (a) remember information so that a user will not have to re-enter it during subsequent visits; (b) provide custom, personalized content and information; (c) identify you across multiple devices; (d) provide and monitor the effectiveness of our Services; (e) monitor aggregate metrics such as total number of visitors, traffic, and usage on our Services; (f) diagnose or fix technology problems; (g) help users efficiently access information after signing in; and (h) otherwise plan for and enhance our Services.
The agreement between the User and Go1 (as governed by these User Terms) commences on the date you access the Services and continues until the Contract under which the User is permitted to access and use the Services is terminated in accordance with the Contract, or your access and use of the Services under the Contract is discontinued, whichever is earlier, unless terminated earlier in accordance with these User Terms (“Term”).
(a) In addition to any other remedies a party may have, we may suspend or terminate your access immediately without notice if you materially breach any of these User Terms.
(b) We may terminate the Contract immediately and without notice in the case of non-payment by the Customer.
(c) Except where an exclusive remedy may be specified in these User Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these User Terms, by law or otherwise.
(d) Once the Contract terminates:
(i) the rights and licenses granted by Go1 to you will cease immediately:
(ii) you must cease all use of the Services, Go1 Content, Courses, and any Materials;
(iii) 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; and
(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 of accuracy or completeness. In addition, all such material is not intended as professional advice and must not be relied upon as such.
(b) Prior to taking any particular course of action in connection with the Services, Website or the App, 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 Users 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 Users, including any Customer's or User’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 the Services and any other goods or services supplied by us to you or used by you are not of a kind ordinarily acquired for personal, domestic, or household use or consumption and you do not intend such use or consumption. If this changes at any time, you must promptly notify us.
(g) You are welcome to discuss and raise any issues of concern you have with these User Terms.
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, the App, 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.
(a) We are not liable (whether in contract, negligence, or otherwise) for any loss or damage arising from the use of the Services, the Website, the App, or the Materials.
(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 goods or services;
(ii) the cost of the re-supply of the relevant goods or services; or
(iii) any amount paid by you to Go1 in respect of the relevant goods or services.
(c) You agree that, in no circumstances, will we be liable, whether in contract or tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these User Terms, your use of, or reliance on, the Services, the Website, the App, or the Materials, including losses or damages arising out of, or attributable to, an act or omission by us, 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 use or corruption of software, data or information;
(vi) loss of or damage to goodwill; or
(vii) 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 User Terms, or the Contract exceed the amount that has been 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 User Terms limits or excludes our liability for death or personal injury caused by negligence, or the negligence of our employees, agents, or contractors (as applicable), fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (UK), or any matter in respect of which it would be unlawful for us to exclude or restrict liability.
You agree to indemnify Go1 and its Personnel in respect of any claim, action, damage, loss, liability, cost, charge, expense, 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 or alleged breach of these User Terms; or
(c) your breach of any Applicable Law.
(a) We shall not be in breach of these User Terms or liable for delay in performing, or failure to perform, any of our obligations under these User Terms if such delay or failure results from events, circumstances, or causes beyond our reasonable control (including fire, flood, acts of God, interruption or failure of utility or telecommunications service, government actions, 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) weeks, either we or you may terminate the Contract by giving seven (7) days’ written notice.
(a) The Website or the App may contain links and pointers to other websites operated by third parties 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, or the content available on or for download from those third-party sites.
(c) You agree that, by accessing any third-party linked website, you do so at entirely your own risk.
(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.
(a) From time to time, we may update these User Terms to clarify our practices or to reflect new or different practices, such as when we add new features, or for other reasons. We reserve the right in our sole discretion to modify and/or make changes to these User Terms at any time.
(b) If we make any material change to these User Terms that meaningfully reduces your rights, we will use reasonable endeavours to 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 our Services, the Website, or the App.
(c) Modifications will become effective on the day they are posted or otherwise published, unless stated otherwise.
(d) Your continued use of our Services after changes become effective will mean that you accept those changes.
(e) You must visit the Services, the Website, and the App regularly to ensure that you are aware of the latest version of the User Terms, as any revised User Terms will supersede all previous User Terms.
These User Terms are the complete and exclusive statement of the mutual understanding between you and us and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this page/document.
(a) Before commencing court or tribunal proceedings (except for interlocutory or interim relief), the parties must refer any dispute under or relating to the Agreement to a nominated representative of each party to endeavour to resolve the dispute within 30 days.
(b) If the dispute is not resolved within this period, either party may initiate court or tribunal proceedings.
(c) Each party must continue to perform its obligations under the Agreement during the dispute.
All waivers must be in writing signed by both parties. A waiver cannot be implied by conduct, delay, or failure to act.
(a) These User Terms are not assignable, transferable, or able to be sub-licensed 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-license any of its rights or obligations under the Contract.
If any provision of these User Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the User Terms will otherwise remain in full force and effect and enforceable.
No relationship of agency, partnership, joint venture, or employment is created as a result of these User Terms and you do not have any authority of any kind to bind us in any respect whatsoever.
In any action or proceeding to enforce rights under these User Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
(a) Any notice, consent, agreement, approval, request, or direction given by a party under these Terms 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.
These User Terms 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.
The following definitions apply:
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;
(c) Singapore, if the Services are supplied in any country within Southeast Asia; and
(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.
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;
(c) costs incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or
(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.
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 the 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;
(c) the Website;
(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 of Service means Go1’s Customer Terms as amended from time to time, and available at https://www.Go1.com/en-au/terms/customer-terms.
Equipment includes modems, hardware, servers, software, operating systems, networking, telecommunications and web servers
(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.
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.
Intellectual Property 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 Australia),
regardless of the form and whether or not such rights are registered or capable of being registered.
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.
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
(c) providing access to, or licensing of, specific Courses and includes the Implementation Services,
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.
Term has the meaning given to it in clause 7.1.
User means a person, who may be a Customer, who, in any way, uses:
(a) the Website;
(b) the App;
(c) any Course;
(d) the Materials;
(e) the Software; or
(f) any of the Services.
Website means Go1’s website at www.Go1.com.
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 User 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
(g) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these User Terms.