Partner Agreement | Go1

Partner Agreement | Go1Meet Morgan - Go1’s intelligent agent that brings learning into everyday work ProductSolutionsPlansResourcesCompanyLog inContact salesEnglishEnglishFrançaisDeutschPoliciesAcceptable Use PolicyCode of ConductCookies PolicyGo1 Privacy Policy and NoticeModern Slavery PolicyTermsContent Partner AgreementCustomer TermsData Processing AgreementsDigital Millennium Copyright Act (DMCA) Notice and Counter Notice GuidelinesGo1 Product DescriptionGo1 SLA/ Service Level TermsPartner AgreementPartnersUser TermsPartner AgreementEffective from February 19, 2026Legacy versions of the Go1 Partner Terms are available here.

1.      Introduction(a)      Go1 is a content aggregator providing a single access point to content for corporate education learning and development resources. These resources are made available through our Website, the Go1 platform, and partners like you. These terms and conditions (“Partner Terms”) govern the referral of and distribution by you of Go1’s learning resources.

(b)      These Partner Terms, applicable Partner Cover Agreement(s), together with all other policies and documents referred to in these Partner Terms constitute a formal agreement between you and Go1 (the “Partner Agreement” or, “Agreement”).

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

(d)      In the event of any conflict between the Cover Agreement and these Partner Terms, the Cover Agreement will prevail to the extent of the conflict.

 

2.       Proprietary Rights and License Grants2.1.     Intellectual Property Rights

(a)      Except as expressly set forth in this Partner Agreement, Go1 (and its licensors, where applicable) will own and retain all intellectual property rights relating to the Go1 Services and Go1 Marks, as well as any suggestions, ideas, enhancement requests, Feedback, recommendations, or other information provided by Partner or any third party relating to the Go1 Services, which are hereby assigned to Go1. Unless otherwise expressly provided in this Agreement, content (including User Related Data) remains the proprietary property of the person or entity supplying it (or their affiliated and/or third-party providers and suppliers, as is relevant) and is protected, without limitation, pursuant to applicable copyright and intellectual property laws.

(b)      The Go1 Services are subject to modification from time to time at Go1’s sole discretion, for any purpose deemed appropriate by Go1. Go1 will use commercially reasonable efforts to give Partner prior written notice of any such modification.

2.2.    License Grant

(a)      Subject to the terms and conditions of this Partner Agreement and the limitations detailed in the Cover Agreement, for the duration of the Term, Go1 hereby grants to Partner:

(i)      a limited, non-exclusive, non-sublicensable, non-transferable right and license to promote, market, demonstrate; and where Partner, as indicated in the Cover Agreement, signs the agreement with End User Client, resell or co-sell (as determined in the Cover Agreement) licenses for the Go1 Services to End User Clients located in the Territory;

(iii)    a limited, non-exclusive, non-transferrable, revocable license to use the Go1 Marks solely in connection with the marketing, advertising, and promotion of the Go1 Services in accordance with the terms of this Partner Agreement and all reasonable instructions given by Go1 in regard to use of Go1 Marks from time to time; and

(iv)    if applicable, a non-exclusive, non-transferable, revocable right to use the data provided by Go1 for its and End User Clients’ internal analysis purposes only.

(b)      Go1 agrees to provide to Partner a reasonable quantity of promotional, marketing, and training materials, which may not be substantively altered without Go1’s written consent, to assist in the promotion and sale of the Go1 Services.

2.3.    License Conditions

Partner agrees as a condition of the licenses granted herein that it must not use or distribute the Go1 Services: (i) in violation of applicable laws and regulations (including, without limitation, laws and regulations related to the collection, processing, accessing, retention, transfer, distribution, and use of data); or (ii) in a manner that would cause a material risk to the security or operations of Go1 or its customers, or the continued normal operation of other Go1 customers.  Go1 reserves all other rights not expressly granted in this Partner Agreement.

2.4.    Partner Responsibilities

(a)      Where Partner contracts directly with the End User Client, Partner will only make the Go1 Services available to End User Clients after Partner has entered into a written agreement with the End User Client for the provision of Go1 Services (“Distributor Customer Contract).

(b)      The Distributor Customer Contract must contain:

(i)      terms necessary to enable the Partner to comply with its obligations under this Agreement; and

(ii)     the Minimum Customer Pass Through Terms.

(c)      Partner is not permitted to use any Go1 Services provided under this Partner Agreement for its own benefit. Partner is permitted to use the Go1 Services for the limited purpose of providing demos to prospective clients.

(d)        Partner will comply with any guidelines for the Go1 Marks and branding and Go1’s Code of Conduct or any equivalent conduct guidelines.

(e)      Partner agrees to provide the first line of support to End User Clients to determine the root cause and triage any issues. If it is identified that the issue is related to Courses not loading, playing, or completing, then the Partner will raise a ticket with the Go1 support function for remediation. Go1's Support Services Agreement describes Go1's support for current offerings and Go1 Services.

(f)   API/Integrations

a. If Partner utilizes Go1’s Application Programming Interface (API) then Partner will keep the integration up to date and compliant with the API documentation available at https://developers.go1.com/docs/overview/. Partner shall implement updates to the API within 30 days of release by Go1 to ensure compliance and functionality.

b. If Partner builds an integration, Partner will adhere to the guidelines for integrating and maintaining Go1 Services into Partner software, which can be found here: (https://developers.go1.com/docs/guidelines/). Partner further commits to ongoing improvements and maintenance of integrations to maintain quality customer experience and make itself available to meet with the Go1 team to plan improvements on a biannual basis.  

c. Go1 will notify Partner in writing if Go1 has reason to believe Partner has failed to comply with this clause. Partner will have 30 days from the receipt of notice to cure the non-compliance.

d. If Partner fails to remedy the non-compliance within the specified period, Go1 reserves the right to:

i. Suspend Partner’s access to the API or integration capabilities until compliance is achieved;

ii. Impose penalties or late fees; and/or

iii. Terminate this Agreement for material breach if non-compliance persists.

(g) Upon request of Go1, Partner agrees to activate the integration for customers of Go1’s products and services.

(h) Partner will not directly or indirectly market, target, or sell courses from any Content Provider (or any of their Affiliates) listed on the Go1 Content Provider Page, available at  http://go1.zhutiblog.com/com/terms/content-providers-entity (“Content Provider Page”), to any End User Client except through this Agreement. This clause does not prohibit (i) End User Clients from directly procuring content from Content Providers or (ii) Partner from complying with pre-existing agreements with Content Providers.

(i) During the Term, Partner agrees that it will not knowingly solicit, induce, influence, nor encourage Content Provider(s) to alter or otherwise terminate or breach their contractual relationship with Go1. Further, Partner agrees it will not directly attempt to replicate the Go1 business model by aggregating off-the-shelf e-learning courses from multiple e-learning content providers to End User Clients.

(j) Partner shall conduct such due diligence in relation to all End User Clients as would be expected of a responsible business and, as a minimum, as is required to comply with Applicable Law.

 

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

(iv)    as necessary to provide the Go1 Services licensed by you (where applicable).

(v)     In the case of (ii) and (iii), 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.

(b)      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.

 

4.      Reporting and Payment4.1.    Where Partner is executing Distributor Customer Contracts: 

(a)      No later than 2 business days of Distributor Customer Contract execution, Partner will provide to the Go1 sales representative assigned to the opportunity, via email, a redacted cover page of the Distributor Customer Contract specifying the purchase(s) made for the Go1 Services.

(b)      Partner will provide a monthly performance report which includes the Distributor Customer Contract(s) that were executed, renewed, or terminated/expired for the applicable month, as outlined in Exhibit B, to Go1 within 5 business days following the close of the prior month (the “Monthly Performance Report”) to [email protected]. The Monthly Performance Report shall specify details of End User Clients including End User Client name, Go1 product(s), total contract value, annual contract value, currency, billing frequency, contract effective date, contract length (in months), and revenue share owed by Go1 as agreed in the applicable Cover Agreement.

(c)       Go1 will provide a single consolidated invoice to Partner within fifteen (15) business days from receipt of the Monthly Performance Report. The gross amount that the Partner owes to Go1 and the revenue share that Go1 owes to the Partner will be presented separately in the invoice, with the revenue share payable to Go1 irrespective of the Partner's receipt of funds. The invoice will be issued in the currency agreed to in the Partner Cover Agreement and Partner shall be responsible for any currency conversion fees for its client agreements, if applicable. Where required, the month-end rate as published by OANDA shall be used as the reference rate for currency conversions. Fees are due Net 30 days from the date of the Go1 invoice. Payment obligations of Partner are non-cancellable, and the fees paid are non-refundable.

(d)      If during the term of this Agreement, Partner’s deployment of Licensed Users exceeds the Total Licensed Users purchased (“Annual Minimum Commitment”) as outlined in the Cover Agreement, Partner will document such overage in the Monthly Performance Report. Upon receipt of the report, Go1 will invoice Partner for the additional annual fees corresponding to the excess deployment. These fees will be calculated based on the then-current annual Wholesale Price Overage Cost.

(e)      Go1 charges interest at a monthly rate equal to the lesser of 1.5% per month or the maximum rate permitted by Applicable Law on any overdue fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full.

(f)      Prices do not include applicable taxes. Partner shall be responsible for all applicable local taxes, currency conversion fees, and levies and assessments pertaining to the distribution and licensing of the Go1 Services.

(g)      Notwithstanding anything to the contrary, in addition to any other remedy available, Go1 may restrict or suspend Partner’s or End User Client’s access to the Go1 Services after providing 30 days’ written notice if reporting or payment is not provided when due.

4.2.    Where Go1 is executing agreements with End User Clients:

(a)      Go1 will provide you with a report setting out the Revenue Share or Referral Fee, as applicable, to which you are entitled within 30 days after the end of each calendar month.

(b)      The Revenue Share or Referral Fee, as applicable, is payable to you within 30 days of receipt by Go1 of a valid invoice from you in the form required by Go1.

(c)       Go1 will pay undisputed amounts of any correctly rendered invoice received from you. Go1 is entitled to withhold all or part of the Revenue Share or Referral Fee, as applicable, where Go1, acting in good faith, believes you have not complied with the terms of this Agreement. Go1 will assume transaction processing fees, excluding foreign currency conversion.

 

5.      Term and Termination5.1.    Term

(a)      This Agreement commences on the Effective Date and continues for the Initial Term and each Renewal Term unless terminated earlier in accordance with clause 5.1(b).

(b)      Each party may terminate this Agreement by giving no less than 30 days’ notice 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 then current Renewal Term.

5.2.    Termination

(a)      In the event of a material breach of this Partner Agreement, the non-breaching party may give written notice describing the nature and basis of the breach to the breaching party. If the breach is not cured within 30 days’ of the notice date, the non-breaching party may immediately terminate this Agreement in whole or in part.

(b)      Either party may terminate this Partner Agreement immediately by giving written notice if the other party files for bankruptcy or is insolvent under any Applicable Law, or if required by Applicable Law, or for breach of the Partner Responsibilities outlined herein (including in clause 2.4).

(c)       Upon termination or expiration of this Agreement, Partner may continue to provide End User Clients with the Go1 Services under orders that were existing prior to the date of the expiry or termination for the period remaining under an existing Distributor Customer Contract, not to exceed three (3) years (“Wind Down Period”), provided however that Partner:

(i) has paid and continues to pay Go1 all applicable fees;

(ii) has not materially breached any term or condition of this Agreement; and

(iii) remains bound by the terms and conditions of the Agreement during such Wind Down Period.

(d)      During the Wind Down Period, the parties agree to co-operate to ensure an orderly wind down of the relationship as set out in this Agreement with minimum disruption to service users. Partner will maintain applicable integrations.

(e)      Upon termination or expiry of this Agreement, subject to the Wind Down Period:

(i)            all licences granted under this Agreement terminate;

(ii)         Partner must, at Go1’s request either return the Go1 materials (whether in its possession or in the End User Client’s possession or otherwise) to Go1 or destroy such materials and, if destroyed, provide a certificate stating that such materials have been destroyed;

(iii)         Partner must cease describing itself as a reseller, co-seller, or referral partner (as applicable) of the Go1 Services and remove references to Go1 from its websites and other materials; and

(iv)          Any rights granted to an End User Client from Partner (if any) in relation to the Go1 Services will cease.

(f)        Upon termination or expiration, the parties will work together to ensure a smooth transition of accounts and as applicable, Partner will provide Go1 with (i) lists of the names and locations of all End User Clients, (ii) all pending transactions, (iii) all pending professional services or training projects, and (iv) all amounts due to Go1.

(g)      If Go1 reasonably believes the Go1 Services have been used in material breach of this Agreement by the Partner or there has been a material breach of the Minimum Customer Pass Through Terms by the End User Client:

(i)        Go1 may suspend provision of the Go1 Services where the breach relates to this Agreement;

(ii)       Partner shall suspend provision of the Go1 Services to the relevant End User Client where there is a breach of the Minimum Customer Pass Through Terms.

(iii)      Partner shall co-operate fully with Go1’s investigations into such use; and

(iv)      Go1 and Partner shall use all reasonable endeavors to remedy the breach and recommence provision of the Go1 Services.

 

6.      Data Privacy(a)      All data provided to Go1 by Partner relating to Licensed Users may be considered Personal Data (as defined in the Data Processing Agreement) (“User Related Data”). Go1 may provide aggregated reporting back to Partner derived from this User Related Data.

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

(c)       Partner must conspicuously display a privacy policy that discloses the Partner’s privacy practices, identifies the collection, use and sharing of information gathered in connection with the Go1 Services. Such privacy policy shall permit Go1 to provide the Go1 Services hereunder, including to the End User Client.

 

7.      Representations and WarrantiesGo1 and Partner individually represent and warrant that:

(a)      it has the full corporate right, power, and authority to enter into this Agreement and perform its respective obligations hereunder; and

(b)      the execution of this Agreement and performance of its duties and obligations hereunder do not and will not violate any law, rule, regulation, or agreement to which it is a party or by which it is otherwise bound.

 

8.      Partner WarrantiesPartner shall:

(a)      act diligently and in good faith in all its dealings with End User Clients and prospective End User Clients;

(b)      not do anything to harm Go1’s reputation;

(c)       not modify the Go1 Services except as expressly permitted by Go1 for incorporation in the Partner’s products (as applicable);

(d)      not make any representations about the Go1 Services except as outlined herein or with the prior written consent of Go1; and

(e)      not knowingly cause any other Go1 Partner to be in breach of their agreement with Go1.

 

9.      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.

(c)       Go1 does not warrant that the Go1 Services will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Go1 Services.

(d)       Go1 hereby disclaims and Partner must disclaim to End User Clients all representations about the quality, capabilities, legality, or reliability or availability of the Courses provided in the Go1 library.

(e)      End User Clients’ and Licensed Users’ sole and exclusive remedies shall be against the Partner. Go1 shall have no liability to End User Clients or Licensed Users except as set out in the Minimum Customer Pass Through Terms. 

 

10.   Limitation of Liability10.1. Limitation of liability

(a)      TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. BOTH PARTYS’ AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE PARTNER TERMS IS LIMITED TO THE AMOUNT EQUAL TO THE AGGREGATE OF FEES PAYABLE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

(b)      UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL GO1 OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY AFFILIATE RESULTING FROM: (1) END USER CLIENTS’ ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE GO1 SERVICES; (2) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN GO1, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; (3) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF  INFORMATION; OR (4) YOUR FAILURE TO COMPLY WITH THIS AGREEMENT.

(c)       CLAUSE 10.1(a) DOES NOT APPLY TO ANY BREACH OF CLAUSE 3 (CONFIDENTIALITY), LIABILITY FOR BREACH OF CLAUSE 2.4 (PARTNER RESPONSIBLITY), LIABILITY FOR BREACH OF CLAUSE 8 (PARTNER WARRANTIES), OR FAILURE OF PARTNER TO PAY ANY AMOUNTS DUE UNDER THIS AGREEMENT. 

(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.

11.   Indemnity11.1. Partner Indemnity

(a)      Subject to clause 11.3, during the term including any Window Down Period, Partner agrees to defend, at its expense, any third-party claim against Go1 and Affiliates to the extent the claim arises from:

(i)        Partner’s resell or co-sell, as applicable, of the Go1 Services or Go1 products in violation of this Agreement;

(ii)       Partner’s unauthorized representation, warranty, or other commitment made to a third party;

(iii)      End User Clients’ use or attempted use of the Go1 Services or Go1 products in violation of the Distributor Customer Contract;

(iv)      User Related Data, including, but not limited to, any claim of infringement or misappropriation of intellectual property rights or other proprietary rights; and

(v)       End User Clients’ breach of any Applicable Law or Applicable Data Protection Laws.

11.2. Go1’s Indemnity

(a)      Subject to clause 11.3, during the term we agree to defend, at our expense, any third-party claim against you to the extent the claim:

(i)        alleges that your resell, as applicable, of the Go1 Services directly infringes the third-party’s patent, copyright, or trademark; or that we have misappropriated the third-party’s trade secret (“Infringement Claim”);

(ii)       alleges our breach of Applicable Law or Applicable Data Protection Law.

(b)      In the defense or settlement of any Infringement Claim, Go1 may, at its sole option and expense:

(i)        procure a license for you to continue using the licenses granted under the terms of this Agreement;

(ii)       replace or modify the alleged infringement to avoid the infringement; or

(iii)      where (i) or (ii) are not reasonable or commercially feasible, terminate your license to the potentially infringing IP and refund any prepaid unused fees as of the date of termination.

(c)       Go1 shall have no obligation under clause 11.2 to the extent an infringement allegation is based upon:

(i)        resell, co-sell, or use of the Go1 Services in violation of this Agreement;

(ii)       modifications to the Go1 Services, or Go1’s modification when directed by you, or any third party acting on your behalf;

(iii)      your failure to update or upgrade including corrections and enhancements, delivered to you by Go1, if such upgrade or correction would have prevented the infringement; or

(iv)      third party products, services, hardware, software, opensource, or other materials, or combination of these with the Go1 Services, if the Go1 Services would not be infringing without the combination.

11.3. Conditions

(a)      The indemnified party must, if it becomes aware of or receives a notice of a third-party claim referred to in clauses 11.1 or 11.2 above:

(i)        Immediately notify the other party and provide the other party with all information available to the indemnified party;

(ii)       permit the other party to conduct the defense or settle the claim;

(iii)      take all reasonable steps to mitigate loss or damage related to the claim;

(iv)      not make any statement or admission in relation to the claim without the other party’s written consent.

(b)      The indemnifying party, as applicable, will have no liability for any claim under clause 11.1 or 11.2that arises from any failure of indemnified party to:

(i)        notify indemnifying party in writing of the claim promptly upon the earlier of learning of or receiving a notice of it, to the extent that the indemnifying party is prejudiced by this failure; and

(ii)       provide indemnifying party with reasonable assistance requested by indemnifying party for the defense or settlement (as applicable) of the claim.

11.4. Sole and Exclusive Remedy

The remedies in this clause 11 (Indemnities) are, in addition to any termination or suspension remedies expressly set forth in this Agreement, the indemnified party’s sole and exclusive remedies and indemnifying party’s sole liability regarding the subject matter giving rise to any claim, including any claims regarding confidentiality obligations involving User Related Data.

 

12.   Partner Records and Audit(a)      Where the Partner contracts directly with End User Client (as expressly permitted under this Agreement), Partner must maintain accurate records relating to its distribution of, and licences sold for, the Go1 products and Go1 Services as are necessary to determine whether applicable fees have been paid in accordance with this Agreement and otherwise relating to Partner’s performance of its obligations under this Agreement (“Business Records”).

(b)      Go1 may inspect and audit all Business Records to ensure compliance with the terms of this Agreement. The Partner must make the Business Records available at their place of keeping for audit upon fifteen (15) days’ advance written notice to Partner, no more than twice each year during the term of this Agreement.

(c)       Any such audit shall be conducted by Go1 at its cost, either remotely or, if on site, during normal business hours at Partner’s offices and in such a manner as not to interfere with Partner’s normal business activities.

(d)      In the event the parties dispute the findings of such audit, the disputed findings will be submitted for review by a Certified Practising Accountant, or another third party agreed by the parties. The party disputing the findings of the audit will bear the cost of the review.

(e)      In the event any such audit discloses any breach of this Agreement by Partner, in addition to such other rights and remedies as may be available to Go1 as the result of such breach, Partner must immediately pay to Go1 all amounts shown to be due by such audit, plus interest on such amounts, charged in accordance with clause 12(c), and the full cost of such audit and copying.

 

13.   Miscellaneous13.1. Survival

All sections of this Partner Agreement which by their nature should survive termination will survive termination, including, without limitation, Partner responsibilities and restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, partner representations and warranties, warranty disclaimers and limitations of liability.  Clause 2.4(h)-(i) continues in full force and effect for a period of twelve months following the expiration or termination of this Partner Agreement.

13.2. 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 Partner Agreement will otherwise remain in full force, in effect, and enforceable.

13.3. Assignment

The Agreement is not assignable, transferable, or able to be sub-licenced by you except with our prior written consent, which shall not be unreasonably withheld.

13.4. 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.

13.5. Waiver

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

13.6. Relationship of the parties

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

13.7. Export Control

The Go1 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 to export or re-export, directly or indirectly, any Go1 Services or technical data or any copy, portions, or direct product thereof in breach of any applicable laws and regulations or this Agreement.

13.8. 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, pandemic, interruption or failure of utility or telecommunications service or Content Providers, denial of service attacks or other malicious conduct, government actions, acts of terrorism, labor disputes or other similar events.

13.9. Feedback

During this Agreement, we may solicit you or End User Clients for feedback regarding the Go1 Services or Go1 Content, including without limitation comments or suggestions regarding the possible creation, modification correction, improvement or enhancement of the Go1 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 Go1 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.

13.10.                Use of Logos; Publicity

You consent for Go1 to make media releases, public announcements and public disclosures relating to your resell or co-sell of the Go1 Services including Go1 Content, 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.

13.11.                Notices

Any notice given under this Agreement must be in writing, in English, by email to the following addresses (or addresses notified in writing by either Party): (A) to Go1 at [email protected]  and (B) to you at your email address stated on the Cover Agreement or any primary contact email address notified to us from time to time, or at Partner’s registered address.

13.12.                Governing law

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.

13.13.                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 (14) 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.

13.14.                Updates to the Terms

Go1 may amend this Agreement only to the extent strictly necessary to comply with applicable law, regulation, or binding regulatory guidance. Any such amendment will be limited to the minimum changes required for compliance and will not alter the commercial terms or agreed risk allocation under this Agreement. Go1 will notify Customer of any such amendment by publishing the updated terms on its website, and the amendment will take effect from the date of publication. All other amendments to this Agreement require the prior written agreement of both parties.

 

14.   DefinitionsAffiliate means: any entity, individual, firm or corporation, directly or indirectly through one or more intermediaries, controlled by or under common control by Go1.

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”).

App means any application or interface in which the Go1 Services are accessible.

Applicable Jurisdiction means:

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

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

(c)       Singapore, if Partner is located within Southeast Asia; or

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

Applicable Law means any law, regulation, mandatory guideline, code or standard, ordinance, court ruling or requirement or direction of a government agency, or similar, including relevant privacy, copyright, and other relevant laws and regulations, in any jurisdiction in which any part of the Agreement is performed or governing a party to this Agreement at anytime, anywhere in the world. 

Code of Conduct means the Go1 conduct and responsibilities policy available at http://go1.zhutiblog.com/com/terms/code-of-conduct.

Co-sell Partner means a Partner who, as indicated in the applicable Cover Agreement, is permitted by this Agreement to Co-sell with Go1.

Course means a training course or other resource for instructing, educating, training, learning and tutoring, including mobile applications and related and supporting materials developed for purposes of being accessed through the Go1 Services.

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.

Content Partner means the author, designer, creator, or provider of a Course. Current list of Content Partners is listed here: http://go1.zhutiblog.com/com/terms/content-providers-entity.

CPI means the percentage change in the Consumer Price Index for the 12-month period most recently published by the applicable government body in the Applicable Jurisdiction prior to the relevant anniversary date.

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

End User Client means a person or entity, procured by the Partner, who purchases (or who may purchase) Go1 Services without rights to resell.

Go1 Content means content, licensed by Go1, and published, or otherwise provided by or through Go1, including through the Website or the App developed by a Content Partner.

Go1 Course Bundle means the entitlements and limitations are described in the Go1 Product Description.

Go1 Marks means all trademarks, service marks, trade names, logos or other words or symbols identifying the Go1 Services or Go1 business.

Go1 Partner Certification Program means a course or training program designed to empower our Partners to sell and support Go1’s services.

Go1 Premium Essentials means the entitlements and limitations are described in the Go1 Product Description available at http://go1.zhutiblog.com/com/terms/product-description.

Go1 Product Description means the description of the applicable Go1 Services including licensing metrics, entitlements, and limitations available at http://go1.zhutiblog.com/com/terms/product-description.

Go1 Services means all services provided by Go1 via the Website, the App, or other means in order to allow such customers and End User Clients to access the Courses.

Initial End User Client Term means the initial length of an End User Client contract for Go1 Services.

Initial Term has the meaning given to it in the Cover Agreement.

Licensed User means a single identified user on a named user basis, who is authorized by you to access Go1 e-learning content.  The number of individual users accessing Go1 e-learning content under your Agreement may not exceed the number of Licensed Users set out in the Partner Cover Agreement.

Minimum Customer Pass Through Terms means the terms available here http://go1.zhutiblog.com/com/terms/customer-terms that Partner is responsible for ensuring End User Clients agree to prior to providing access to Go1 Services.

Partner Academy means the Go1-provided tool which supports lead routing and lead management for the Go1 Product Sales Process.

Renewal End User Client Term means the term, of at least 12 months, after the Initial End User Client Term.

Renewal Term has the meaning given to it in the Cover Agreement.

Referral Partner means a Partner who, as indicated in the applicable Cover Agreement, is permitted by this Agreement to refer End User Clients.

Resell Partner means a Partner who, as indicated in the applicable Cover Agreement, is permitted by this Agreement to resell to End User Clients.

Website means Go1’s website at www.go1.com and www.blinkist.com.

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