These Content Provider Terms & Conditions (Agreement) contain the terms and conditions of the Content Provider’s provision of Content to GO1 for its Services. This is a binding agreement between the Content Provider and GO1 and is incorporated by reference into GO1’s General Terms and Conditions (General Terms).
Any version of this Agreement in a language other than English is provided for convenience and the Content Provider understands and agrees that the English language will control if there is any conflict.
1. Definitions and Interpretation
1.1 Defined Terms
Account means a Content Provider’s business account with GO1.
Affiliate means “associated entity” (as that phrase is defined in section 50AAA of the Corporations Act 2001 (Cth)) of the Content Provider.
Content means all of the content submitted by the Content Provider (including the Courses) to GO1 for inclusion on GO1’s website and learning management portal.
Content Provider means you, as the provider of Content to GO1 pursuant to this Agreement. You agree to be the Content Provider when you sign GO1’s relevant registration form, paper-based Agreement, or by accepting the terms of this Agreement online at GO1’s website.
Content Provider Revenue shall mean the Net Amount less any refunds paid or as otherwise adjusted in accordance with this Agreement.
Course means a course or other resource for instructing, educating, learning and/or tutoring, provided by the Content Provider.
Course Price means the course price set by GO1 in accordance with clause 11
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 means GO1 Pty Ltd (ABN 91 134 998 020).
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.
Marketing Policy means the GO1 Marketing Policy available on the GO1 website, as amended from time to time.
Marketing Program has the meaning given to it in clause 11.
Net Amount means Gross Amount, less (1) taxes (including pursuant to clause 16; (2) a three percent (3%) payment processing, administrative and handling fee; and (3) any amounts paid in connection with GO1’s Marketing Programs if the Content Provider chooses to opt-in (as further set out in this Agreement).
Option means three x 1 year periods, immediately and consecutively succeeding expiry of the Term, (together, the Options), exercisable by GO1.
Party means a party to this Agreement.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable:
Privacy Laws means all applicable statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time relating to the protection of Personal Information, privacy or data protection, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles in that Act, and The General Data Protection Regulation (GDPR) (EU) 2016/679.
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 its website and learning management portal including without limitation, the marketing, promoting, facilitating and hosting of Courses and supporting materials.
Term means a period of three years from the date the Content Provider executes or accepts this Agreement.
Users means all business customers, students, end customers, and other users of GO1’s platform.
All other capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in GO1’s General Terms
2.1 This Agreement is between GO1 and the Content Provider. However the parties agree that payments may be made by any GO1 group company in satisfaction of GO1’s payment obligations under this Agreement.
3. Data and Privacy
3.1 Content Providers may not have a direct contractual relationship with GO1’s Users. The only information a Content Provider will receive about Users is what is provided to the Content Provider through the Services (User Related Data). The Content Provider understands and agrees that it will indemnify GO1 for any loss, claims, expenses and damages arising out of the Content Provider’s use of any User Related Data.
3.4 If the Content Provider becomes aware of any Personal Information collected or held by the Content Provider as a result of the parties' activities under this Agreement, the Content Provider must:
4.1 The Content Provider represents, warrants, and covenants that:
5.1 GO1 reserves 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 is in the reasonable opinion of GO1 misleading, deceptive, offensive, false, indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, libellous or objectionable or if the Content may violate any law, regulation, advertising standard or code of conduct, or is otherwise in breach of this Agreement.
6. Content Licence to GO1
6.1 The Content Provider hereby grants to GO1 for the Term, and for the Options, if GO1 chooses in its sole discretion to exercise one or more Options, a non-exclusive right and licence to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Content through the Services, and sublicense it to Users and Students for these purposes directly or through third parties.
6.2 For clarity, the licence granted to GO1 in clause 6.1 may be used pursuant to this Agreement by:
6.3 The Content Provider agrees that despite expiration or termination of this Agreement, it agrees to continue to provide access to the Courses to any Users, customers or clients to which GO1 has an ongoing obligation 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 its customers or partners).
6.4 The Content Provider grants GO1 permission to use the Content Provider’s name, trademark, likeness, image or 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 therewith, to the extent permissible under applicable law.
6.5 The Content Provider agrees 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.
7. Service Level Agreement
7.1 If the Courses are hosted by the Content Provider, the Content Provider will ensure that the Content is available 99.95% of the time over a rolling thirty-day period during the Term (Service Availability).
7.2 If Content Provider is unable to comply with Clause 7.1 then the Net Amount payable in respect of that thirty-day period will be reduced as follows:
7.3 The occurrence of any one of the following events will constitute an exception to the Content Provider’s obligation to meet the Service Availability and will be considered permitted downtime:
8. Restricted Persons
8.1 The Content Provider hereby warrants that it is not a Restricted Person (Restricted Person). For purposes of this Agreement, the Content Provider is a Restricted Person if the Content Provider or any officer, director, or controlling shareholder of the entity on behalf of which the Content Provider is using the Services is (1) 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; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If the Content Provider become a Restricted Person during the term of this Agreement, the Content Provider shall notify GO1 within twenty-four (24) hours, and GO1 shall have the right to terminate any further obligations to the Content Provider, effective immediately and with no further liability to the Content Provider, but without prejudice to the Content Provider’s outstanding obligations to GO1.
8.2 The Content Provider agrees that it 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. The Content Provider may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
9. Warranties and Indemnities
9.1 The Content Provider warrants that all Content provided pursuant to this Agreement complies with all relevant international, State and Commonwealth laws (including current competition and consumer legislation), regulations, advertising standards and any applicable codes of practice. Without limitation, the Content Provider warrants that no part of the Content is misleading, deceptive, offensive, false, indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, libellous or objectionable.
9.2 The Content Provider releases GO1, and its employees, officers, agents and representatives against any claim or liability arising from or in connection with a breach of the above warranty or otherwise in connection with this Agreement, including without limitation, from and against all claims and demands, arising from or out of any losses suffered or expenses incurred (including indirect and consequential) or from any damage or injury to property or persons caused or contributed to by the Content Provider’s provision of the Licence or the Content.
9.3 The Content Provider indemnifies GO1 and its Related Bodies Corporate against any liability whatsoever arising out of or relating to the Content, including any liability for third party intellectual property infringement and all claims or prosecutions made on or against GO1 in respect of the Content provided to GO1 by the Content Provider. Such indemnity includes legal and other professional costs of infringement and defence of claims. The Content Provider (Indemnifying Party) agrees at all times to indemnify (and keep indemnified) GO1 (Indemnified Party) and the directors, officers, and employees of the Indemnified Party and each of them for any loss, claim, liability, injury, damage, cost and expense (including reasonable legal costs and expenses) in connection with any action, suit, claim, demand or proceeding made by any person, against any of those indemnified under this clause in consequence of any breach or non-observation of any term of this Agreement on the part of the Indemnifying Party or arising from any negligence, breach of statutory duty or wilful, wrongful or unlawful act or omission of the Indemnifying Party.
9.4 Subject to Clause 9.5, GO1’s aggregate liability for loss or damage suffered or incurred by the Content Provider in connection with this Agreement during any twelve (12) month period commencing on the date of this Agreement or any twelve (12) month anniversary of that date is limited to the amounts paid by GO1 to the Content Provider under this Agreement during the relevant twelve (12) month period.
9.5 In no circumstances is a party liable for any indirect or consequential loss or damage suffered by the other or any other person arising out of, in connection with or relating to the performance, breach or non-observance of this Agreement by that party. Each party agrees that loss of profits or loss of business opportunities, however occurring, will constitute indirect or consequential loss or damage.
10. Intellectual Property Rights
10.1 GO1 acknowledges that:
11.1 A Content Provider may select a recommended price for its 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.
11.2 The Content Provider agrees to charge only for its own Content and must not 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).
11.3 The Content Provider agrees that if it provides a Course (either itself directly or through any other third party) to users, students or customers for a fee which is lower than the corresponding Course Price, the Content Provider will set the Course Price at that same lower fee, for the Course provided through the GO1 marketplace.
11.4 GO1 will handle billing and other fee interaction with Users. When the Sale Currency is different than the currency of the Course Price, GO1 will determine the Sale Price in its sole discretion.
11.5 The Content Provider grants GO1 permission to share its Course, and information about the Content Provider and the Course with GO1 employees and selected partners, for which the Content Provider will not receive compensation.
11.6 GO1 offers certain programs that can help the Content Provider market its Courses (Marketing Programs). The complete list and terms of the currently available Marketing Programs are available under GO1’s Marketing Policy, as amended from time to time. If the Content Provider chooses to participate, the fee the Content Provider receives from GO1 will be in accordance with the terms of the particular Marketing Program that applies to the sale of the Content Provider’s Course. The Content Provider may opt out of any Marketing Programs at any time, provided however, if it does 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 the Content Provider opts-out until the completion of such sales, campaigns, or promotions. In addition, the Content Provider acknowledges and accepts that certain sales, campaigns or promotions may be limited in applicability and not all sales, campaigns, or promotions will apply to the Course.
11.7 The Content provider acknowledges 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 the Content Provider. If the Content Provider does not wish to participate in certain Marketing Programs, the Content Provider must log into its Account and opt out of them.
11.8 In the case of Courses offered on GO1’s iOS application, GO1 will select the Apple App Store price that is closest to the Course Price set by the Content Provider.
12. Revenue Report and Payments
12.1 Each month, GO1 will provide the Content Provider with a report (Revenue Report) setting out the following details:
12.2 If the Content Provider does not opt into any of GO1’s optional Marketing Programs, as detailed further in the Marketing Policy, GO1 will pay the Content Provider a percentage of the Net Amount (as set out in the GO1 Content Provider Cover Agreement or when a User signs up through the GO1 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 the Content Provider with thirty (30) days’ notice via email or prominent notice on the Services.
12.3 GO1 will remit the Standard Revenue Share, or as applicable, the Calculated Revenue Share to the Content Provider as detailed in the Revenue Report, no later than 30 days after GO1 receives the Gross Amount from the User.
13.1 The Content Provider acknowledges and agrees that that Users may have the right to receive a refund, as set forth in GO1’s General Terms and Conditions (available at www.go1.com/tos). Neither Content Providers nor GO1 shall receive any payments, fees or commissions for any transactions for which a refund has been granted pursuant to GO1’s General Terms. In the event that a User requests a refund for a Course after GO1 has sent the Content Provider payment for that Course, GO1 reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Content Provider, or (2) require that Content Provider to refund any amounts refunded to Users for Content Provider's Course to the extent no additional payments are due from GO1 to Content Provider or such payments due to the Content Provider are insufficient to cover the amounts refunded to Users.
14. Exclusion of implied terms
14.1 The law implies various conditions and warranties that might apply to this Agreement. Each party excludes all of those conditions and warranties to the fullest extent permitted by law.GO1's liability for breach of any implied warranty or conditions that cannot be excluded is restricted, at GO1's option, to: (a) the re-supply of the relevant goods or services; (b) the cost of the re-supply of the relevant goods or services; or (c) any amount paid by the Customer to GO1 in respect of the relevant goods or services.
14.2 GO1 does not exclude any rights or remedies available to the Content Provider under the Australian Consumer Law that cannot be excluded or restricted.
15. Distribution Partners
15.1 To the extent permitted by law, during this Agreement, and for the period specified in clause 15.1(a) and in the area specified in clause 15.1(b), the Content Provider agrees to (and agrees to procure that each of its Affiliates and the shareholders, directors and officers of the Content Provider and Affiliates, not directly approach, work with, or enter into agreements either directly or indirectly with GO1’s other Content Providers and Distribution Partners and their Affiliates as listed on GO1’s website as updated from time to time, as publicly known and/or as otherwise communicated directly to the Content Provider, without the written permission of GO1.
15.2 If any part of the Restraint goes beyond what is reasonable in the circumstances and necessary to protect the goodwill of GO1’s business as at the Expiration Date but would be reasonable and necessary if any activity were deleted or a period or area were reduced, then the Restraint applies with that activity deleted or period or area reduced by the minimum amount necessary to make the Restraint reasonable in the circumstances.
15.3 Clause 15.1 (“Restraint”) has effect as if it were the number of separate clauses which result from combining the commencement of clause 15.1 (a) with each sub-paragraph of clause 15.1(a) and combining each such combination with each sub-paragraph of clause 15.1(b), each resulting clause being severable from each other resulting clause.
16.1 GO1 makes all payments to Content Providers 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 VAT (Value Added Tax) or GST (Goods & Services Tax), GO1 will deduct the VAT or GST (as applicable) from the Course Sale Price when calculating the Net Amount (in accordance with the definition of “Net Amount” in clause 1 of this Agreement). Countries requiring VAT / GST currently include all European Union (EU) countries, the U.K., South Korea, Japan, New Zealand and Australia, and such other countries as GO1 determines from time to time.
16.2 In the event that the sale or delivery of a Course or any Content to any User in the European Union is subject to any VAT, under applicable Law, GO1 will collect and remit the VAT to the competent tax authorities for sales of such Courses or Content to Users in the European Union. GO1 may at its own discretion increase the Sale Price where GO1 is of the view that VAT may be due and GO1 will have a liability to account for such.
16.3 For sales of any Courses or Content in countries other than the European Union, the Content Provider is responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in the location of the Content Provider).
16.4 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.
17. Term and Termination
17.1 This Agreement will remain in force for the Term (plus any and all Options), unless terminated under the terms of this Agreement.
17.2 GO1 may choose to exercise the Option(s) by written notice to the Content Provider 14 days prior to the expiration of the Term, or the immediately preceding Option, as applicable.
17.3 This Agreement may be terminated by GO1 providing 5 days’ notice in writing to the Content Provider where:
17.4 This Agreement may be terminated immediately by either party where:
18. Modifications to These Content Provider Terms
18.1 From time to time, GO1 may update this Agreement to clarify its practices or to reflect new or different practices, such as when GO1 adds new features, and GO1 reserves the right to modify and/or make changes to this Agreement at any time. If GO1 makes any material change GO1 will notify the Content Provider using prominent means such as by email notice sent to the email address specified in the Content Provider’s Account or by posting a notice on GO1’s Services. Other modifications will become effective on the day they are posted unless stated otherwise. If the Content Provider continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by this Agreement as changed. The revised Content Provider Terms supersedes all previous Content Provider Terms.
19.1 GO1 may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement.
19.2 The Content Provider may not assign, transfer or otherwise deal with its rights and obligations under this Agreement without the written consent of GO1.
19.3 This Agreement and all information supplied by GO1 to the Content Provider in relation to GO1’s finances and affairs, advertising space(s), contracts, pricing, methods of business and any other information which is designated confidential by GO1 or ought reasonably be regarded as confidential is confidential and the Content Provider will treat it as such and will not disclose it, or any part of it, to any third party without the prior written consent GO1.
19.4 This Agreement 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.
19.5 The Content Provider must comply with all terms of this Agreement and with any additional directions, special conditions, content and/or product guidelines or specifications advised by GO1 from time to time.
19.6 The parties agree that this Agreement will be governed by the law of Queensland, and agree to submit to the jurisdiction of Queensland, Australia.
19.7 The parties agree that no promise or representation made or given by GO1, its employees, officers, agents or contractors will be recognised unless contained in this Agreement.
19.8 This Agreement shall not be binding on GO1 until it has been accepted by signature by its duly authorised officer.
19.9 This 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 the Content Provider transfers all or any part of its business, the Content Provider will do so on the basis that, subject to the agreement of GO1 at the time, the Content Provider will oblige the transferee to accept the terms and conditions of this Agreement as part of the transfer.
19.10 I This Agreement is binding on the Content Provider, its Affiliates and their successors and permitted assigns.
19.11Any 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 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.
Last updated: 15 November 2018