The parties acknowledge that the software or services provided to you are or contain software or services in which the Intellectual Property Rights are owned by a third party, Go1 Pty Ltd (“Go1”), which you are granted access to in accordance with the terms of our agreement with you (the “Agreement”) and the additional terms set out below (“these terms”). To the extent of any inconsistency, these terms shall take precedence as they relate to the Go1 software or services.
Subject to clauses 2 and 3 below, during the Term, and subject to your payment of all fees and charges, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Go1 Services and/or Go1 Content (as applicable) in accordance with the applicable Product Description (I.e. limited to the number of users and functionality that you have purchased or have been granted) and solely for the purpose of the education or training of you or End Users. You must only access and use the Go1 Content in accordance with our (i) our Agreement with you; (ii) these terms; and (iii) any restrictions associated with Courses. Go1 reserves all other rights not expressly granted herein.
You are not authorized and will not cause third parties to reproduce, redistribute, republish, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, reverse engineer, decompile, edit, create derivative works of, license, or otherwise transfer or use any Go1 Services or Go1 Content, in whole or in part, other than as expressly authorized by us in writing. You will not use the Go1 Services or Go1 Content to build a new product, service, or platform that competes with any part of the Go1 Services or Go1 Content, and you acknowledge that this is a usual covenant within Go1’s field of activities and is reasonably necessary to protect Go1’s legitimate business interests.
At all times during Term, at your cost, you must: (i) obtain and maintain all hardware, software and communications equipment necessary for you to access and use the Go1 Services or Go1 Content and ensure that your Users comply with applicable specifications and guidelines; (ii) comply with all Applicable Laws, Applicable Data Protection Laws; (iii) comply with your privacy policy, the Product Description, the Acceptable Use Policy; and (iv) ensure End Users comply with the User Terms. You are responsible for actions and omissions of End Users and their breach of the User Terms.
Go1 and/or its suppliers retain all right, title and interest in and to (i) the Go1 Services, Go1 Content, Software Website and App (including all improvements, enhancements, or modifications to the Go1 Services, Go1 Content and Software, the Website and the App); (ii) any software, applications, inventions or other technology developed in connection with Implementation services or the provision of support; (iii) the Courses, materials, and Go1 Content; (iv) content or materials created while providing the Go1 Services or Go1 Content; and (v) all intellectual property rights in or related to anything referred to in paragraphs (i) to (iv) above. Content (including Customer 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.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO OTHER WARRANTY, REPRESENTATION OR GUARANTEE, WHETHER EXPRESS OR IMPLIED: a. AS TO THE USEFULNESS OF THE SERVICES OR MATERIALS, NOR ANY OF THE PRODUCTS AND SERVICES PROMOTED ON THE WEBSITE OR APP OR VIA LINKED WEBSITES OR COMMUNICATED TO YOU BY US; b. AS TO THE APPROPRIATENESS OF THE COURSES OR MATERIALS PROVIDED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES; c. AS TO THE QUALITY, ACCURACY, RELIABILITY, CURRENCY, PERFORMANCE, COMPLETENESS OR FITNESS FOR PURPOSE OF ANY PART OF THE SERVICES, THE WEBSITE, THE APP, THE COURSES, THE MATERIALS AND OTHER INFORMATION COMMUNICATED TO YOU BY US OR OUR EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES; d. e. f. THAT USE OF THE WEBSITE, THE APP, OR THE SERVICES WILL BE UNINTERRUPTED; AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES; OR THAT THE WEBSITE, THE APP, THE MATERIALS OR THE FACILITIES THAT MAKE THE WEBSITE, THE APP AND THE MATERIALS AVAILABLE, WILL NOT CAUSE DAMAGE, OR ARE FREE FROM ANY MALICIOUS CODE OR ANY OTHER DEFECTS OR ERRORS. g. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITIONS THAT CANNOT BE EXCLUDED IS RESTRICTED, AT OUR OPTION, TO:
ii. THE RE-SUPPLY OF THE RELEVANT SERVICES; iii. THE COST OF THE RE-SUPPLY OF THE RELEVANT SERVICES; OR iv. THE PROPORTIONAL AMOUNT PAID BY YOU IN RESPECT OF THE RELEVANT GOODS OR SERVICES.
(a) This license grant herein shall remain for the duration of the Agreement, unless terminated earlier in accordance with this clause. In addition to any termination rights set out in the Agreement, we may immediately terminate any licenses and services provided hereunder if you fail to comply with any terms of the licence grant herein. (b) On termination or expiry of the Agreement or these terms: (i) the licence granted herein will automatically terminate; (ii) your right to use and access the Go1 Services and Go1 Content will cease immediately: (iii) you must cease all use of the Go1 Services, Go1 Content, Courses, and any related materials; (iv) you are required to delete the Go1 Services and any related materials made available to you under our Agreement with you or these terms, including any Go1 Confidential Information from your systems as applicable (including any third-party systems operated on your behalf) and, if requested by us, provide written certification to us that you have done so at our request; and (v) you undertake not to attempt to access the Go1 Services, or any data stored in the Go1 Services (except in accordance with Go1’s Privacy Policy), any related materials, any Courses, the Website, or the App after the date of termination.
DEFINITIONS. All terms not defined in these terms shall have the meaning given to them in the Go1 Customer Terms available at https://www.go1.com/terms/customer-terms. “Term” means the duration of your Agreement with us.