Content Partner Agreement

1. Introduction

(a) Go1 is a content aggregator providing our customers with a single access point to Content through the Go1 Services, and through our various partners, including content sharing partners, distribution partners, and implementation partners (“Partners”).

(b) These terms and conditions (“Content Partner Terms”) govern your provision of Content to Go1. The Agreement between the parties is comprised of these Content Partner Terms, together with the Content Partner Cover Agreement, and any other policies and documents referenced in these Content Partner Terms (together the “Agreement”).

(c) This Agreement is by and between Go1 (“Go1”, “We”, “we”, “Us”, “us”, “Our” or “our”) and you. The terms “You”, “you”, “Your” and “your” refer to the Content Partner.

(d) Where there is any inconsistency between these Content Partner Terms and a Content Partner Cover Agreement, the terms and conditions of the Content Partner Cover Agreement (“Content Partner Cover Agreement” or “Cover Agreement”) shall prevail over these Content Partner Terms to the extent of the inconsistency.

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

2. Content License

(a) For the duration of the Term, and for the purpose of clause 2.c., you grant to Go1 and its Affiliates a worldwide, non-exclusive right and license to resell, distribute, use, copy, transmit, index, store, modify, package, promote, model, reproduce, productize, create transcripts of, market, and otherwise use the Content via the Go1 Services, third party platforms, product skus, or other means, including for the purpose of enhancing, improving and operating the Services; and to sublicense the Content to our Users, Partners, and other persons and entities for these purposes directly or through third parties (“License”).

(b) You grant Go1, and its Affiliates and those to whom Go1 and its Affiliates sublicense your Content, permission to use your name, trademark, business name, service name, likeness, image, and voice in connection with the offering, delivering, marketing, promotion, demonstration, operation, and selling of the Services and Content, and waive any and all rights of privacy, publicity, and any other rights of a similar nature in connection with these activities to the extent permissible under applicable law.

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

3. Your Responsibilities and Obligations

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

i. You are responsible for all Content provided to Go1;

ii. You will provide to Go1, upon our reasonable written request, product and sales literature and marketing materials for the promotion and sale of the Content;

iii. Content will be delivered to Go1 in a portable format in accordance with the Integration Guidelines;

iv. Where applicable and as reasonably requested and required to do so, you will provide support to Go1 and will assist Go1 with meeting or exceeding our service level commitments to our Users under the Go1 Service Level Terms;

v. Where we notify you that Content does not comply with the obligations under this clause 3 (“Content Issue”) you will:

A. Respond to Go1 within three days of being notified of the Content Issue;

B. Take all reasonable steps to resolve the Content Issue within seven days of notification and

C. Authorize Go1 to take reasonable measures for Go1 to comply with contractual obligations.

vi. You will use best efforts to continually ensure a quality User experience by ensuring that:

A. The Content is the most current version you have produced;

B. Content will be playable in the Go1 Player and third-party Learning Management Systems;

C. Content will not display pop-ups or launch to new windows;

D. Content will not require a separate/third party login to be playable in the Go1 Player or third-party Learning Management Systems;

E. Content will not contain any direct or indirect advertisements, marketing, or sales related information or requests;

F. All Content will meet our metadata minimum requirements available in our Integration Guidelines; and

G. Unless required by law, Content is not removed, degraded, or made inaccessible, without prior written agreement from Go1.

vii. You own or have the necessary licenses, rights, consents (including, as applicable, all moral rights and/or consents, or have obtained waivers or consents in respect of all moral rights and similar rights) and permissions, and the authority to grant Go1 the License contemplated in clause 2 of these Content Partner Terms;

viii. The Content does not and will not infringe or misappropriate any Intellectual Property rights of a third party;

ix. You have the required qualifications, credentials, and expertise, including without limitation, education, training, knowledge, and skill sets to teach and offer the services you provide through the Content;

x. All Content is compliant with applicable laws (including applicable competition and consumer legislation), regulations, advertising standards, and any applicable codes of practice;

xi. You will comply with any reasonable directions or guidelines, notified by Go1 from time to time, in respect of the Content;

xii. To the best of your knowledge, all Content is true, accurate, and sufficiently complete in all material respects to give Users true and accurate knowledge of the subject matter contemplated in the Content;

xiii. You will comply with our Acceptable Use Policy;

xiv. As a Content Partner, you agree to comply with the Go1 Code of Conduct;

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

xvi. You agree to use commercially prudent measures to prevent harm to Go1 and Customer systems including, but not limited to:

A. notifying Go1 immediately if your systems have been compromised by a data breach or malware;

B. ensuring that your Content does not have, and that you will not introduce, any virus, worm, spyware, or any other computer code, file, or program that may, or is intended to, damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Services or operation of Go1; and

C. ensuring that you do not scrape, spider, use a robot, artificial intelligence, or any other automated means of any kind to access the Services.

xvii. If applicable, upon an end user requesting attestation of completion, you will respond promptly and provide a high-quality response commensurate with industry standards;

xviii. You will promptly provide Go1 with all information it reasonably requires relating to Users and Content, including data relating to completion of, and User progress within, the Content; and

xix. The only information you will collect, receive, access, process or otherwise handle about Users is information provided by Go1, to you, through the Services (“User Related Data”).

4. Content

4.1 Intellectual Property

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

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

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

ii. any software, applications, inventions, or other technology developed in connection with this Agreement, including without limitation, any support services.

(c) You are not authorised to use any of our Intellectual Property except as is expressly permitted under the license granted herein, or otherwise authorised in writing by Go1.

(d) This Agreement does not grant the Content Partner any right, title, or interest in any of Go1’s Intellectual Property.

4.2 Removal of Content

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

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

ii. at risk of violating any law, regulation, advertising standard or code of conduct, or is otherwise in breach of the Agreement.

b. Where Go1 has rejected or removed any Content, you are able to contest such removal or request that a corrected version of the Content be made available via the Go1 Services. However, the decision to reinstate the Content or upload the corrected version will be in the sole discretion of Go1.

5. Permitted Use

Go1 may publish, display, and distribute any anonymous information derived from Content (such as, but not limited to, web browser, screen resolution, mobile device-type information, image resolution and number of pages in a document).

6. Data and Privacy

(a) User Related Data may be considered Personal Data (as defined in the Data Processing Agreement). Go1 may provide anonymized and aggregated reporting back to Content Partner derived from this User Related Data, Content Partner will not otherwise collect or receive any User Related Data.

(b) The parties agree to comply with the Data Processing Agreement and all Applicable Data Protection Laws as clarified by the roles, responsibilities and obligations set forth therein which is incorporated by reference into this Agreement.

7. User Related Data

You acknowledge and agree that we or our licensors (as applicable) own any User Related Data (and any Intellectual Property contained within it). Nothing in this Agreement shall be construed as to grant you any license, right, title, or interest, including any implied licenses, in or to the User Related Data provided hereunder, except for the limited purpose of performing under this Agreement. You acknowledge that you have no right, title, or interest in or to the User Related Data beyond the specific and limited use authorized by this Agreement. We reserve all rights not expressly granted.

8. Disclaimers

a. The Go1 Services and anything else provided by Go1 in connection with this Agreement are provided “as-is” and “as available”, without warranty of any kind.

b. Go1 hereby disclaims (for itself and its licensors) all representations and warranties, whether express or implied, oral, or written, including without limitation, all implied warranties of title, non-infringement, quiet enjoyment, accuracy, integration, merchantability, or fitness for any particular purpose.

9. Finance

9.1 Revenue Share

9.1.1 Revenue Share Calculations

(a) Revenue Share Pool refers to the aggregated amount set aside for revenue sharing with content partners and is calculated as a percentage of the Net Revenue, as provided in the Cover Agreement.

(b) Partner’s Share of the Pool refers to the portion of the Revenue Share Pool allocated to a specific content partner based on content consumption metrics. Content Partner will receive a portion of the Revenue Share Pool based on the percentage of total minutes their Content is consumed on the Go1 Premium Library. For example, if Content Partner’s courses are watched for 100 minutes out of a total of 1,000 minutes of all content consumed on the Go1 platform, Content Partner will receive 10% of the Revenue Share Pool.

9.2 Compensation Generally

You understand and agree that:

(a) You will not receive compensation where your Content and information about you and the Content is shared with Go1 employees for training or selected partners for demonstration purposes;

(b) Go1 will handle billing and other fee interaction with Users in respect of the Go1 subscriptions; and

(c) The prices for Content included in Go1 licenses are at Go1’s discretion and may involve a reasonable free trial for which you will not receive compensation.

9.3 Calculation Method Changes

(a) Modification Rights: Go1 reserves the right to modify the method used to calculate the Partner’s Share of the Pool.

(b) Notification of Changes: Any such changes will be communicated to the Content Partner in writing, with a six-week notice period before the change takes effect.

(c) Termination Rights: The Content Partner may provide notice of intent to terminate within six weeks of receiving written notification of changes to the calculation method; such termination to take effect no earlier than 6 months after providing Go1 such notice as outlined in this subclause.

(d) Reporting Control: Go1’s reporting will control over any conflicting reporting provided by the Content Partner concerning the Revenue Share calculation.

9.4 Payment and Reporting

(a) Payment Terms: Payments to the Content Partner will be made within 30 days of Go1’s receipt of Content Partner’s invoice.

(b) Reporting Access: Content Partner will have access to a detailed dashboard displaying the total Net Revenue earned in the given period, alongside the minutes of consumption for the same period. This information will enable Content Partner to generate accurate invoices.

10. Protecting our business model

(a) You acknowledge Go1’s investment and effort in our business model and the value of our relationships with Users, Partners, and other Content Partners.

(b) Go1 will acquire the right to license the Content from you on condition that you will not directly or indirectly supply, or offer to supply, Content to any Partner (or any of their Affiliates) listed on the Go1 Partner Page, as amended from time to time.

(c) Subject to the restriction in clause 10.b., nothing in this clause 10 will prevent you from selling directly to your end customers through your own channels including where your end customer uses a third-party platform that may be provided or created by a Go1 partner.

11. Partner warranties

The Content Partner shall:

(a) Not make or procure the making or publishing of any remark, statement, or announcement (whether publicly or otherwise) that disparages Go1 or any of its Affiliates or personnel in relation to any matter connected with this Agreement;

(b) Not disparage or speak negatively about Go1 or Go1 Services;

(d) Not knowingly entice or encourage any Go1 partner to breach an agreement it has with Go1.

12. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS.

(b) BOTH PARTYS’ AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE PARTNER TERMS IS LIMITED TO THE TOTAL AMOUNT PAID BY GO1 TO YOU UNDER THE AGREEMENT DURING THE FIRST 6 MONTHS OF THE AGREEMENT

(c) CLAUSE 12.a.-b. DOES NOT APPLY TO ANY BREACH OF CLAUSE 3, INDEMNITY OBLIGATIONS, OR LIABILITY FOR BREACH OF CLAUSE 10.

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

13. Indemnity

(a) You agree to defend, at your expense, any third-party claim against 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 reasonable legal costs and expenses) to the extent the Claim arises from:

i. Your unauthorized representation, warranty, or other commitment made to a third party;

ii. User Related Data, including, but not limited to, any Claim of infringement or misappropriation of intellectual property rights or other proprietary rights; and

iii. Any breach of clause 3.a.vii or any other alleged misappropriation or infringement of any third party’s intellectual property rights, privacy rights, or any other rights of a third party.

14. Term and Termination

14.1 Term

This Agreement commences on the Start Date and will continue for the Initial Term and each Renewal Term unless either party terminates this Agreement by giving at least sixty days’ written notice to the other party prior to the end of the Initial Term or then-current Renewal Term, in which case this Agreement will terminate on expiration of the Initial Term or the then-current Renewal Term, plus any phase out period as contemplated in clause 2.c.

14.2 Termination

(a) This Agreement may be terminated by Go1 providing you with five days’ notice in writing where:

i. you have committed a breach of the Agreement which can be remedied, and you failed to remedy the breach within fourteen days of written notice;

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

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

(b) The Agreement may be terminated by you by providing Go1 with thirty days’ notice in writing where Go1 have committed a material breach of the Agreement, and the breach has not been rectified in fourteen days.

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

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

(d) Upon expiration or termination of the Agreement:

i. Clause 2.c. applies;

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

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

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

15. Modifications to these Content Partner Terms

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

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

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

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

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

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

16. Miscellaneous

16.1 Entire Agreement

Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.

16.2 Survival

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Content Partner responsibilities, obligations, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, partner representations and warranties, warranty disclaimers and limitations of liability.

16.3 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force, in effect, and enforceable.

16.4 Assignment, assigns and successors

(a) The Agreement is not assignable, transferable, or able to be sub-licensed by you except with our prior written consent, which shall not be unreasonably withheld. If you transfer all or any part of your business you will do so on the basis that, subject to the permission of Go1, the transferee will be obliged to accept the terms and conditions of the Agreement as part of the transfer.

(b) Subject to clause 16.4.a., this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.5 Relationship of the Parties

No agency, partnership, joint venture, or employment is created because of this Agreement and Content Partner does not have any authority of any kind to bind Go1 in any respect whatsoever.

16.6 Confidentiality

a. The receiving party will treat Confidential Information with reasonable care and disclose only on a need to-know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving party may disclose Confidential Information:

i. if approved by the other party in writing;

ii. required by law or regulation;

iii. in the event of dispute between the parties,

iv. as necessary to establish the rights of either party; or

v. as necessary to provide the Go1 Services.

b. In the case of (ii) and (iv), the disclosing party will provide reasonable advance notice to the other party to provide reasonable assistance to limit the scope of the disclosure unless prohibited by law or regulation.

c. Nothing in this Agreement will prevent the receiving party from disclosing any Confidential Information to professional advisers engaged to provide legal, taxation, or accounting advice, and to the extent necessary, provided that any such disclosure is subject to terms no less favorable than the terms of this Agreement.

16.7 Notices

Any notice given under this Agreement must be in writing, in English, by email to the following addresses (or addresses provided to the other party, in writing): (A) to Go1 at [email protected] and (B) to you at your email address stated on the Cover Agreement.

16.8 Governing law and jurisdiction

This Agreement is governed by the laws of the Applicable Jurisdiction and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Applicable Jurisdiction.

16.9 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, who will negotiate in good faith to reach a resolution. If such designated representatives are not able to agree on a resolution within fourteen days of 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, breach of clause 2, or Confidential Information.

16.10 Export Control

The Services may be subject to export and/or re-export control laws and regulations of the European Union (“EU”), the United States of America (“US”), or to similar laws applicable in other jurisdictions. You warrant that: (a) You are not located in any country to which the EU and/or the US have embargoed goods or have otherwise applied any economic sanctions; and (b) You are not (i) a denied party as specified in any applicable export and/or re-export laws and regulations of the EU, the US, or in similar laws applicable in other jurisdictions; or (ii) otherwise listed on any EU and/or US government list of prohibited or restricted parties. You shall not and shall not allow any licensed User or any other entity to export or re-export, directly or indirectly, any Services or technical data or any copy, portions, or direct product thereof in breach of any applicable laws and regulations or this Agreement.

16.11 Waiver

All waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein.

16.12 Force Majeure

Neither party is liable for failure to perform its obligations under this Agreement (except for any payment obligations, to the extent the performance is delayed, prevented, restricted or interfered with as a result of any events, circumstances, or causes beyond reasonable control including without limitation fire, flood, acts of God, interruption or failure of utility or telecommunications service, denial of service attacks or other malicious conduct, government actions, acts of terrorism, labor disputes or other similar events).

16.13 Feedback

During this Agreement, we may solicit you for feedback regarding the Services or Go1 Content, including without limitation comments or suggestions regarding the possible creation, modification correction, improvement or enhancement of the Services, software, or content (collectively “Feedback”). You agree that any information disclosed by us during the discussion related to Feedback shall be considered our Confidential Information. Feedback incorporated into any Services, Go1 Content, and Go1 materials are hereby irrevocably assigned to Go1, where applicable, as well as any of the modifications, or extensions of the above, whenever or wherever developed.

16.14 Use of Logos; Publicity

You consent for Go1 to make media releases, public announcements and public disclosures relating to your Content and or relationship with Go1, including using your name or trademarks, service marks or logos, including promotional or marketing material. Go1 will ensure that publicity materials referring to you remain current and accurate, and you reserve the right to provide written notice to Go1 to update or remove any such publicity. Go1 will promptly comply with such notice.

17. Definitions and Interpretations

17.1 Definitions

Acceptable Use Policy means Go1’s acceptable use policy at www.go1.com/terms/acceptable-use-policy.

Affiliate means any entity, individual, firm or corporation, directly or indirectly through one or more intermediaries, controlled by or under common control by Go1. For purposes of this definition, “control” means the direct or indirect power to direct the affairs of the other entity through at least 50% of the shares, voting rights, participation, or economic interest in this entity.

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

Applicable Data Protection Laws means all applicable laws, regulations, regulatory guidance, or requirements in any jurisdiction relating to data protection, privacy, or confidentiality of Personal Data including but not limited to (a) the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”) together with any transposing, implementing or supplemental legislation, and (b) the California Consumer Privacy Act (“CCPA”).

Applicable Jurisdiction means:

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

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

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

Claim means a claim, action, complaint, or legal regulatory body, administrative or judicial proceeding filed against or made to a Party.

Confidential Information means all information of a confidential or commercially sensitive nature, including intellectual property and financial, sales, customer, employee or supplier information, processes, statements, trade secrets and marketing plans data.

Consequential Loss means whether incurred directly or indirectly, any: indirect loss, incidental loss, loss of revenue, loss of goodwill, loss of reputation, loss of data, consequential loss, punitive damages, loss of profits, loss of bargain, special loss, loss of actual or anticipated savings and lost opportunities, including opportunities to enter into arrangements with third parties, or other intangible loss.

Content means a course or other resource for instructing, educating, learning and/or tutoring, submitted by you to Go1 for inclusion or hosting by Go1 through the Go1 Services including all materials and metadata.

Customer means any entity or 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 Services

(b) the Website;

(d) any Content; or

(e) the Software.

Data Processing Agreement or DPA means the applicable data processing agreement [or data processing terms] available at: https://www.go1.com/terms/dpa or as otherwise agreed to by the Parties.

Go1 Code of Conduct means Go1’s Code of Conduct available here: https://www.go1.com/terms/code-of-conduct.

Go1 Partner Page means the list of names of Go1 distribution partners and content partners, available at go1.com/terms/content-providers-entity.

Go1 Premium Library means the library of Content accessed by Go1 Customers, in whole or in part, through the payment of a recurring fee under the Go1 Premium subscription model where the recurring fee is counted towards Go1 Premium Revenue.

Go1 Premium Revenue means the total monthly subscription fees paid by Go1 Customers who are currently subscribed to the Go1 Premium Library or any part thereof.

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

Integration Guidelines means the guidelines, as amended from time to time available at: https://www.go1.com/developers/partners/concepts/integration-guidelines-cp.

Initial Term means the initial term of a period of 3 years from the Effective Date, plus any phase out period as contemplated in clause 2.c., unless otherwise noted in the Cover Agreement.

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

Net Revenue means the Go1 Premium Revenue less:

(a) applicable taxes;

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

(d) deductions such as User refunds and those set out in the Agreement, and any other deductions agreed between the parties and memorialized in the Cover Agreement or a written amendment to this Agreement.

Renewal Term has the meaning given to it in the Cover Agreement and if not defined therein means the 36-month period commencing on expiration of the Initial Term, and each subsequent 36-month period thereafter.

Services or Go1 Services means the proprietary services provided by Go1 via the Website, the App, other means to allow end users to access the Content, including, without limitation, the marketing, promoting, facilitating, and hosting of Content.

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 means the earlier of the duration of the Initial Term and any Renewal Term(s) or any shorter term arising from a termination or expiration of this Agreement, including any phase out course period as contemplated in clause 2(c).

User means all business or organisational Customers of Go1 and their employees, individual Customers of Go1, Content purchasers, participants and students and all other users of the Go1 Website or Go1 Services.

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

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