Effective 2 December 2020
The business of GO1 includes an online marketplace for e-learning resources, which are made available through our Website and by and through a number of partners, including content sharing partners, distribution partners and implementation partners (Partners).
Most of our learning resources are obtained from third party providers. These terms and conditions (Provider Terms) govern your provision of all learning resources. Once accepted by you (when you sign GO1’s relevant registration form, paper-based agreement or by accepting the Provider Terms online at the Website), these Provider Terms become a formal agreement between you and GO1 (Agreement).
Capitalized terms used in these Provider Terms are defined at the end of the document.
1. Content License
1.1 You grant to GO1 for the Term, the Option Term and for the purpose of clause 1.3, a non-exclusive right and license to resell, reproduce, distribute, publicly perform, offer, market and otherwise use the Content, and to sublicense it to Users, Partners and other persons described in clause 1.2 for these purposes directly or through third parties (License).
1.2 For clarity, the License granted to GO1 in clause 1.1 may be used by:
(b) any entity to which GO1, in its discretion, grants a sub-license including, without limitation, GO1’s Partners listed on the GO1 Partner Page, as amended from time to time, available at https://www.go1.com/en-au/go1-partners-and-other-parties; and
(c) Affiliates of GO1 (which include GO1 USA LLC and GO1 UK Learning Limited).
1.3 You agree that, despite expiration or termination of the Agreement, you shall continue to provide access to the Courses to any Users to which GO1 has an ongoing obligation to provide the Courses (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 Platform or through Partners or by any other means).
1.4 You grant GO1, and the persons described in clause 1.2, permission to use your name, trade mark, business name, service name, likeness, image and voice in connection with offering, delivering, marketing, promoting, demonstrating and selling the Services, Courses and Content and waive any and all rights of privacy, publicity or any other rights of a similar nature in connection these activities, to the extent permissible under applicable law.
1.5 You agree that GO1 may record all or any part of any Course (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services.
2. Your obligations
2.1 You represent, warrant, covenant and agree that:
(a) you are responsible for all of the Content;
(b) you shall provide, upon reasonable written request by GO1, product and sales literature and marketing materials to GO1 for the promotion and sale of the Courses;
(c) you shall deliver the Courses to GO1 either through i) SCORM; ii) TinCan/xAPI; or iii) another form such as an API integration as agreed by GO1;
(d) you shall provide technical support to GO1, as reasonably requested and required, and use reasonable commercial endeavors to ensure a quality end-user client experience to ensure that Users can purchase Courses via the GO1 Platform and that Users’ completion records can be automatically tracked by Users on the GO1 Platform;
(e) you shall not for any reason or in any way disable access to any Content without the written permission of GO1;
(f) you shall allow GO1, if desired by GO1, to host the Content;
(g) you own or have the necessary licenses, rights, consents (including, as applicable, all moral rights and/or consents, or have obtained waivers in respect of all moral rights and similar rights) and permissions, and the authority to authorise GO1 to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any and all of the Content on and through the Services in the manner contemplated by the Agreement;
(h) the Content does not infringe or not will infringe or misappropriate any Intellectual Property of a third party;
(i) you have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge and skill sets to teach and offer the services you offer on the Courses and through the Services;
(j) all Content complies with all applicable laws (including current competition and consumer legislation), regulations, advertising standards and any applicable codes of practice;
(k) you shall not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, or defamatory content or information;
(l) you shall familiarize yourself with applicable labor, health and safety laws and regulations, including anti-slavery laws, environmental and employment laws, and laws prohibiting the use of child labor, and ensure at all times that the Content and your activities in supplying the Content do not in any way breach such laws and regulations;
(m) you shall not upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services or to any User;
(n) you shall not use the Services for any business other than for providing training, teaching and instructional services to Users, unless otherwise agreed in writing by GO1;
(o) you shall 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 or sound recordings;
(p) you shall not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack or interfere with the Services or operations of GO1, or the content on the GO1 Platform, except as expressly permitted in the Agreement;
(q) you shall not impersonate another person or gain unauthorised access to another person's Account;
(r) your use of the Services is subject to GO1’s approval, which GO1 may grant or deny in its sole discretion;
(s) you shall 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;
(t) you shall not scrape, spider, use a robot or other automated means of any kind to access the Services;
(u) you shall maintain accurate Account information;
(v) you shall respond promptly to Users and ensure a quality of service commensurate with the standards of the industry in which you operate and instruction services in general;
(w) if you are a natural person, you are 18 or older or, if not, you are between the ages of 13 and 18 and a third party parent or legal guardian has agreed to the Agreement and all of GO1’s terms and policies, as are posted on the Website from time to time, for you and on your behalf, and will assume all responsibility and liability for your performance and compliance with the Agreement;
(x) you shall promptly provide GO1 with all information it requires from time to time relating to Users and Content, including data relating to completion of, and User progress within the Courses;
(y) in circumstances where you provide training to GO1 Users other than through the GO1 Platform (including in person or face to face training to Users), you shall, within 7 days of delivering that training, provide to GO1 the outcome of the Users’ participation in that training, including copies of any associated completion certificates, accreditations or other awards granted to the User;
(z) the only information you receive, access, process or otherwise handle about Users is information provided to you through the Services (User Related Data); and
(aa) you shall not place advertisements (whether directly or indirectly) on behalf of third party advertiser(s) (whether as an agent or otherwise) in respect of the Content.
2.2 Subject to clause 12.3, you release and 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, and liabilities and expenses (including legal costs and expenses) arising, whether directly or indirectly, from or in connection with:
(a) breach of any of the above obligations;
(b) your provision of the License or the Content;
(c) breach of any third party’s Intellectual Property;
(d) your use of any User Related Data and/or any Personal Information;
(e) any breach or non-observance by you of any term of the Agreement; or
(f) any negligence, breach of statutory duty or willful, wrongful or unlawful act or omission by you.
3.1 GO1 acknowledges that all Intellectual Property in the Content and the marketing and promotional materials for the Content, supplied by you, vests in you and/or your licensors.
3.2 GO1 has the right to reject or remove any Content, whether displayed or not, for any reason whatsoever in its sole discretion, including without limitation, Content which, in the reasonable opinion of GO1, is misleading, deceptive, offensive, false, indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory or objectionable or if the Content may violate any law, regulation, advertising standard or code of conduct, or is otherwise in breach of the Agreement..
4. Service level agreement
4.1 If agreed in writing by GO1 that you will host the Courses, you will ensure that the Content is available 99.95% of the time over a rolling thirty-day period, unless agreed in writing by both parties, during the Term and Option Term (Service Availability).
4.2 If you are unable to comply with clause 4.1 then the Net Amount payable in respect of that thirty-day period to you will be reduced accordingly by GO1.
5. Data and privacy
5.2 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 the Agreement, you must:
(b) take all steps to ensure that the information is protected from misuse, loss, unauthorized access, modification, or disclosure;
(d) cooperate with any reasonable request or direction from GO1 that relates to (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; and
(e) enter into a separate data processing or other agreement governing the use of the Personal Information, if required by GO1.
6.1 By participating in Premium Subscription, you agree to make all of your Courses eligible for inclusion in GO1’s Premium Subscription offerings. GO1 may elect in its sole discretion which of the Courses to include in the specific Premium Subscription Program for an enterprise customer, and may change the selection of Courses in each Premium Subscription Program at any time, in response to the needs and requests of enterprise customers. The Course Price and Sale Price for Courses included in Premium Subscription are at GO1’s discretion.
6.2 By participating in Premium Subscription, you agree to participate our bundled offering, in which Courses selected by GO1 are offered in a bundled monthly subscription to Customers (Premium Subscription Program). In doing so, you agree:
(a) to make all of your Courses eligible for inclusion in the Premium Subscription Program;
(b) that GO1 may select, in is sole discretion, which of the Courses to include in the specific Premium Subscription Program for a Customer and may change that selection of Courses from time to time;
(c) Course Price and Sale Price for Courses included in the Premium Subscription Program are at GO1’s discretion and may involve a free trial for which you will not receive compensation;
(d) not to un-publish or make your Courses private during your participation and agree that GO1 may offer your Courses as a part of the Premium Subscription Program for a period of twelve (12) months following termination of your participation in the Premium Subscription Program.
(e) that GO1 may include your Courses in its Premium - Free Tier for which you may not receive any compensation.
6.3 You may select a recommended price for your Course (Course Price). Users will see the Course Price, unless otherwise adjusted pursuant to the terms of the Marketing Policy, or at GO1’s discretion in accordance with any Marketing Programs.
6.4 You agree to charge only for your own Content and not to charge separately for any Course add-ons such as downloadable PDFs or other content and services (such as providing a link to a third party service to sell downloadable PDFs).
6.5 You agree that, if you provide a Course (either directly or through any other third party) to any person for a fee which is lower than the corresponding Course Price, you will set the Course Price at that same lower fee, for the Course provided through the GO1 Platform.
6.6 GO1 will handle billing and other fee interaction with Users. When the Sale Currency is different to the currency of the Course Price, GO1 will determine the Sale Price in its sole discretion.
6.7 You grant GO1 permission to share your Course and information about you and the Course with GO1 employees and selected Partners, for demonstration purposes, for which you will not receive compensation.
6.8 GO1 offers certain programs that can help you market your Courses (Marketing Programs). The complete list and terms of the currently available Marketing Programs are available under GO1’s Marketing Policy. If you choose to participate, the fee you receive from GO1 will be in accordance with the terms of the particular Marketing Program that applies to the sale of your Course. You may opt out of any of these Marketing Programs at any time, provided that if you do opt-out of a Marketing Program, the Course will remain subject to any sales, campaigns or promotions under any Marketing Programs that apply to the Course that are active at the time you opt out until the completion of such sales, campaigns or promotions. In addition, you acknowledge and accept that certain sales, campaigns or promotions may be limited in applicability and not all sales, campaigns or promotions will apply to the Course.
6.9 You acknowledge that the amounts paid by Users for Courses sold through Marketing Programs are not fixed and GO1 has the sole discretion to determine those amounts and which Courses to offer as part of such Marketing Programs. Further, GO1 does not guarantee any minimum level of success in connection with the Marketing Programs. GO1’s selection of Courses to include is not an endorsement of those Courses or of you.
7. Revenue report and payments
7.1 Each month, GO1 will provide you with a report (Revenue Report) setting out the following details:
(a) Courses purchased by Users and the Sale Price paid by those Users; and
(b) the Standard Revenue Share to which you are entitled for the relevant month, as adjusted by GO1 for any participation by you in the Premium Subscription Program or another Marketing Program (Calculated Revenue Share).
7.2 If you do not opt into any of GO1’s optional Marketing Programs, as detailed further in the Marketing Policy, GO1 will pay you a percentage of the Net Amount (as set out in the GO1 Content Provider Cover Agreement or when a User signs up through the Website) received for the Course less any applicable deductions such as User refunds (Standard Revenue Share). If GO1 changes the Standard Revenue Share, it will provide you with thirty (30) days’ notice via email or prominent notice on the Services.
7.3 GO1 will remit the Standard Revenue Share, or as applicable, the Calculated Revenue Share to you as detailed in the Revenue Report, no later than 30 days after GO1 receives the Gross Amount from the User.
7.4 If you participate in the Premium Subscription Program, you will earn fees for consumption of its Course(s) offered through the Premium Subscription Program, which are calculated as follows:
(a) Each month, GO1 will calculate the total monthly subscription fees paid by active Users of Enterprise Customers currently subscribed to Premium Subscription less any costs of advertising, payment processing, and administration costs (Subscription Content Revenue).
(b) The Subscription Content Revenue will be allocated for the content providers participating in the Premium Subscription Program (Total Payment Pool), pro-rata, as further described below.
(c) Each month, GO1 will calculate the aggregate minutes consumed by all paying Users subscribed to Premium Subscription (Total Subscription Minutes Consumed).
(d) Each month, GO1 will also calculate how many minutes out of the Total Subscription Minutes Consumed are attributable to each of your individual Course(s) participating in Premium Subscription (Total Individual Course Minutes).
(e) Your revenue share each month will be calculated as follows: Total Payment Pool multiplied by (Total Individual Course Minutes divided by Total Subscription Minutes Consumed) multiplied by your Percentage Share* = your revenue share
*Your Percentage Share will be 30%, or as otherwise set out in a Cover Agreement, Subscription Agreement or otherwise when you sign up to the GO1 system online.
7.5 You agree that payments to you may be made by any Affiliate of GO1 in satisfaction of GO1’s payment obligations under the Agreement.
7.6 Where you refer potential customers or users to GO1, or otherwise resell GO1 Content to customer or users, you agree to be bound by the GO1 Partner Agreement (found at www.go1.com/terms/partner-agreement).
8.1 You acknowledge and agree that Users may have the right to receive a refund, as set forth in GO1’s Customer Terms, as amended from time to time, available at https://www.go1.com/en-au/terms/customer-terms (Customer Terms). Neither you nor GO1 will receive any payments, fees or commissions for any transactions for which a refund has been granted pursuant to the Customer Terms.
8.2 In the event that a User requests a refund for a Course after GO1 has sent you payment for that Course, GO1 may, at its discretion, either (i) deduct the amount of such refund from the next payment to be sent to you or (ii) require you to refund any amounts refunded to Users for your Course to the extent no additional payments are due from GO1 to you or such payments due to you are insufficient to cover the amounts refunded to Users.
9.1 GO1 or its Affiliates shall make all payments (i) to all Content Providers whose Applicable Jurisdiction is England and Wales, in GBP, (ii) to all Content Providers whose Applicable Jurisdiction is Delaware (USA), in USD, and (iii) to all Content Providers whose Applicable Jurisdiction is Queensland, Australia, in AUD regardless of the currency in which the User transacts, or the currency of the Sale Price. GO1 will assume all transaction processing fees, excluding foreign currency conversion. When the country from which the User purchases the Course requires GO1 to remit Value Added Tax (VAT) or Goods & Services Tax (GST), GO1 will deduct the VAT or GST (as applicable) from the Course Sale Price when calculating the Net Amount. Countries requiring VAT / GST currently include all European Union countries, the U.K., South Korea, Japan, New Zealand and Australia, and such other countries as GO1 determines from time to time.
9.2 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.
10. Protecting our marketplace
10.1 You acknowledge that our business model and our relationships with Customers, Users, Partners and other content providers are valuable to GO1. GO1 will acquire the right to license the Content from you on condition that you will not attempt to disintermediate GO1 by:
(a) supplying the Content directly to a current Customer or User (including by framing or embedding the Services in a manner to embed a free version of your Courses, or use or adopt other similar functionality to circumvent GO1); or
(b) directly or indirectly supply or offer to supply Content to any Partner or party (or any of their Affiliates),or end user or organization through that Partner or party, listed on the GO1 Partner Page, as amended from time to time, available at https://www.go1.com/en-au/go1-partners-and-other-parties.
10.2 You also acknowledge that monetary damages, alone, would not be adequate compensation for the harm suffered by GO1, if you were to breach any of the above obligations, and agree that GO1 may obtain an injunction from a court to stop or prevent you from doing so.
11. Restricted Persons
11.1 You warrant that you are not a Restricted Person. If you become a Restricted Person during the term of the Agreement, you agree to notify GO1 within twenty-four (24) hours and GO1 shall 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.
11.2 You agree that you shall 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. You must not remove or export from the United States or allow the export or re-export of the Services, or any product related to the Services, including technical data, in violation of any restrictions, laws or regulations of the United States or any other applicable country.
12.1 The law implies various conditions and warranties that might apply to the Agreement. All such conditions and warranties are excluded to the fullest extent permitted by law.
12.2 To the extent that GO1 breaches any condition or warranty implied into the Agreement and which cannot be excluded, or breaches any condition or warranty expressly included in the Agreement, GO1’s total liability, in addition to being subject to clause 12.3, is limited to the total amount paid by GO1 to you under the Agreement during the first six (6) months of the Agreement.
12.3 In no circumstances shall a Party 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.
12.4 Nothing in the 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. The provisions of this Agreement are separate and severable. The invalidity of any clause or provision of this Agreement shall not affect the validity of the remainder of the Agreement.
13. Term and Termination
13.1 The Agreement will remain in force for the Term and, if applicable, the Option Term, unless terminated in accordance with the terms of the Agreement.
13.2 The Agreement may be terminated by GO1 providing 5 days’ notice in writing to you where:
(a) you have committed a breach of a provision of the Agreement which can be remedied and fail to remedy the breach within 14 days of written notice being given by GO1 of the breach;
(b) you have committed a breach of the Agreement which cannot be remedied; or
(c) a controlling interest in your business passes or is likely to pass to any other company or person.
13.3 The Agreement may be terminated immediately by either Party where:
(a) 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
(b) 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.
13.4 Upon expiration or termination of the Agreement:
(a) clause 1.3 applies;
(b) clause 10 shall continue in full force and effect for a period of six months following expiration or termination of this Agreement;
(c) all rights and remedies accrued by either Party prior to the termination or expiration of the Agreement continue to apply; and
(d) the provisions of the following clauses continue in full force and effect following expiration or termination of the Agreement: clauses 1, (for the purposes set out in clause 1.3), 12, 13, 15 and 16, together with any other clauses that by their nature survive.
14. Modifications to These Content Provider Terms
14.1 From time to time, GO1 may, at its discretion, amend the Provider Terms. If GO1 makes any material amendments to the Provider Terms, including amendments that directly affect your compensation, GO1 will provide you with at least 14 days’ notice using prominent means such as by email notice sent to the email address specified in your Account or by posting a notice on GO1’s Services. Other amendments will become effective on the day they are posted unless stated otherwise.
14.2 If you continue to provide Content or use the Services, after the effective date of any amendment, 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. The amended Provider Terms supersede all previous Provider Terms.
15.1 GO1 may assign or otherwise transfer the Agreement or any of its rights or obligations under the Agreement. You may only assign, transfer or otherwise deal with your rights and obligations under the Agreement with the written consent of GO1 (which shall not be unreasonably withheld).
15.2 The Agreement and all information supplied by a Party (Discloser) to the other Party (Recipient) in relation to the Discloser’s finances and affairs, advertising space(s), contracts, pricing, methods of business and any other information which is designated confidential by the Discloser, or ought reasonably be regarded as confidential, is confidential and the Recipient will treat it as such and will not disclose it, or any part of it, to any third party without the prior written consent of the Discloser.
15.3 The 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, other than as set out in the ‘GO1 Content Provider Cover Agreement’ or similar order form that is agreed in writing by the Parties.
15.4 You agree to comply with all terms of the Agreement and with any additional directions, special conditions, content and/or product guidelines or specifications advised by GO1 from time to time.
15.5 The 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, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Applicable Jurisdiction.
15.6 You agree that no promise or representations made or given by GO1 or its Affiliates (or their employees, officers, agents or contractors) will be recognised unless contained in the Agreement.
15.7 The 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 the Agreement as part of the transfer.
15.8 Unless it expressly states otherwise, 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. This Section 15.8 applies solely to Content Providers whose Applicable Jurisdiction is England and Wales.
15.9 You agree that the Agreement is also binding on your Affiliates and their successors and permitted assigns.
15.10 Any Notice may be given by mail or email and sent to a mail address or email address reasonably believed by the sending Party to be that of the receiving Party. Where such contact details for the receiving Party are set out in the Agreement (or in your case, in your Account) such contact details must be used unless the receiving Party has previously informed the sending Party in writing of an alternative mail address or email address.
15.11 If any provision of these Provider Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
15.12 No relationship of agency, partnership, joint venture, or employment is created as a result of the Agreement and you do not have any authority of any kind to bind GO1 in any respect whatsoever.
15.13 Any version of these Provider Terms in a language other than English is provided for convenience only; the English language will control if there is any conflict.
16.1 Defined Terms
Account means your business account with GO1.
(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 to this Agreement;
(b) If the Applicable Jurisdiction is the State of Delaware in the US, 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 Agreement; and
(c) 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)).
Applicable Jurisdiction means:
(a) England and Wales if the Content Provider is located within the United Kingdom or Europe;
(b) The State of Delaware in the United States of America (US) if the Content Provider is located within the US; or
(c) The State of Queensland, Australia, if the Content Provider is located in any other country.
Content means all of the content submitted by you (including the Courses) to GO1 for inclusion on or hosting by GO1, including through the Website and learning management portal (GO1 Platform).
Content Provider (or you, your) means you, as the provider of any Content to GO1 pursuant to the Agreement.
Course means a course or other resource for instructing, educating, learning and/or tutoring, provided by you.
Course Price means the course price set in accordance with clause 6.
Current Exchange Rate means a system-wide rate used by GO1 for foreign currency conversion and does not include any fee or mark-up by GO1. The rate is established using one or more third parties and is fixed periodically. It may differ to currency exchange rates in the market at any given time.
GO1 (or our) means:
(a) GO1 USA, LLC, a Delaware limited liability company, if the Applicable Jurisdiction is the State of Delaware in the US;
(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 Content Provider Cover Agreement or otherwise as notified to you, if the Applicable Jurisdiction is England and Wales; or
(c) GO1 Pty Limited (ABN 91 134 998 020) of Units 4 & 5, 2908 Logan Road, Underwood, Queensland, Australia, 4119 if the Applicable Jurisdiction is the State of Queensland, Australia.
Gross Amount means the amount actually received by GO1 for purchases by Users of a Course. For the avoidance of doubt, any fees applied by mobile platforms for mobile application sales will reduce the amount actually received by GO1.
Intellectual Property means all intellectual property rights, including all copyright, patents, trade marks, 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.
Marketing Policy means the GO1 Marketing Policy, as amended from time to time, available at https://www.go1.com/terms/marketing-policy.
Marketing Program has the meaning given to it in clause 6.8.
Net Amount means Gross Amount, less (i) taxes (including pursuant to clause 9; (ii) a three percent (3%) payment processing, administrative and handling fee; and (iii) any amounts paid in connection with GO1’s Marketing Programs (as further set out in the Agreement).
Option means one or more periods, each of three years, immediately and consecutively succeeding expiry of the Term, which automatically apply(s) unless GO1 notifies you in writing, at least one month prior to the expiry of the Term (or expiry of the period extended by the Option) that the Agreement is to cease upon such expiry.
Option Term means the period of time following the Term during which one or more Options apply.
Party means a party to the Agreement.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, irrespective of:
(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.
Restricted Person means a person who is (i) a national of or an entity existing under the laws of 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; (ii) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (iii) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (iv) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (v) owned, controlled, or acting on behalf of a person falling within any of the categories of person in (i) to (iv) inclusive.
Sale Price means the actual sale price for the Course. When the Sale Currency is different from the currency of the Course Price, GO1 will determine the Sale Price based on the Current Exchange Rate.
Sale Currency means the currency of the sale. This may be determined by the country of origin of the User purchasing the Course.
Services means the services provided by GO1 via the GO1 Platform including, without limitation, the marketing, promoting, facilitating and hosting of Courses and supporting materials
Term means a period of three (3) years from the date you execute the Agreement or accept the Provider Terms.
Users means all business or organisational customers of GO1 and their employees, individual customers of GO1, Course purchasers, participants and students and all other users of the GO1 Platform.
Website means the GO1 website at www.go1.com.
16.2 Other definitions and interpretation
Where a capitalised term is not defined, it has the meaning given in the Customer Terms. Headings used in the Agreement are for convenience only and do not affect interpretation. Words denoting the singular include the plural and vice versa.