Updated: August 7, 2022
When we refer to “You” or “User”, we mean the entity you represent in accepting these Terms, or, if that does not apply, you individually. If you are accepting on behalf of your employer, your company, or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party you represent.
By using our Platform in any manner, You are expressly agreeing to, and give Your consent to be governed by, these Terms. If You do not agree with these Terms or You do not wish to be bound by these Terms, You must not use or access the Platform in any manner.
1.1. The Teaching Matrix Platform and Teaching Matrix Services
Teaching Matrix provides an open online content creation platform designed to allow content creators we call Teachers (“Teachers”) to build, design, publish, and sell courses, coaching offerings (“Coaching”) and other services to their end users (“Students”). Teaching Matrix provides each Teacher with a dedicated Teaching Matrix environment (“school”) to host and offer their services. Teaching Matrix offers this content creation platform along with a number of additional services and tools (e.g. payment gateways, author and affiliate payouts) and the entire selection of tools and services offered via the Platform will be referred to in these Terms as "Teaching Matrix Services".
1.2. Relationship between Teaching Matrix and Users
Teaching Matrix is neither a content provider nor an educational institution. Teachers and Students are not employees of Teaching Matrix.
Teaching Matrix is not responsible for interactions between Teachers and Students, except providing the technological means through which Teachers may broadcast and otherwise make their courses and other content (“Teacher Content”) available and, at each Teacher's election, for processing payments through Teaching Matrix's payment gateway(s). Teaching Matrix is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Teacher/Student relationship, including but not limited to, any Student's reliance upon any information provided by a Teacher or Teacher Content at any time.
1.3. The Marketplace Platform
The Teaching Matrix Platform encompasses the Teaching Matrix Marketplace platform, a marketplace that allows Users to search, find, and sign up for select Teacher offerings. The marketplace is an overall part of the Teaching Matrix Platform, and these Terms apply in full force to the use of the marketplace. However, to the extent that You are a Teacher being featured on the marketplace, the terms of the Teaching Matrix Marketplace Platform Agreement shall govern and take precedence in the event of any conflicts with these Terms.
2.1 Age of Access
You must be at least 18 years old to use the Platform, or, if You are between the ages of 13 and 18, You must have your parent or guardian's permission to use the Platform. By using our Platform, You are telling us by your actions that You have obtained that permission (You are 'representing' and 'warranting' that You have obtained the appropriate permissions to use our Platform). IF YOU ARE UNDER THE AGE OF 13 YOU MAY NOT USE OUR PLATFORM IN ANY MANNER NOR MAY YOU REGISTER FOR AN ACCOUNT.
2.2 OFAC Restrictions
As an express condition of being permitted to access and use the Platform, You represent and warrant that You (i) are not on a list of persons that bars You from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Syria, Venezuela or Crimea.
2.3 User Accounts
To access or use certain features of the Platform, You may be required to register for an account (“Account”). For example, to enroll in a Teacher’s course or other service, You will be required to create a Student Account associated with the Teacher’s school. When You register for an account, You agree to provide true, accurate, current and complete information and to keep Your account up to date.
2.4 Teacher Accounts
To sign up for the Platform as a Teacher, you will need to open a Teacher account. Teachers are deemed the contracting party (“Primary Owner”) for the purposes of our Terms.
If you are signing up as a Teacher on behalf of your employer, your employer shall be the Primary Owner of the account and any associated school(s). If you are signing up on behalf of your employer, then you must use your employer-issued email address, and you represent and warrant that you have the authority to bind your employer to our Terms.
2.5 Admin User Accounts
Depending on the Teaching Matrix subscription plan, a Teacher may allow one or more persons (“Non-Primary Owner”) to establish an administrative account associated with a Primary Owner’s school. The Primary Owner is responsible for setting the level of access and permissions for Non-Primary Owners.
A Primary Owner is responsible and liable for the acts, omissions and defaults arising from the use of Non-Primary Owner accounts associated with their schools as if they were the Primary Owner’s own acts, omissions, or default.
2.6. Account Ownership Disputes
In the unlikely event that there is a dispute over the ownership of an account, Teaching Matrix has the right to request additional information from You to determine ownership and settle the dispute. The information that We may request to assist in resolving ownership disputes includes, but is not limited to, the following:
Should a dispute arise, Teaching Matrix reserves the right to determine the account ownership in its sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law.
We have to set up some ground rules. Honestly, most of what we cover here should go without saying. However, it's better to be upfront about things, rather than just assume everyone knows how they are expected to conduct themselves on our Platform. If You violate this Code of Conduct, we reserve the right to remove You and any of Your User Content from the Teaching Matrix Platform. Whether conduct violates our Code of Conduct will be determined in Teaching Matrix's sole discretion.
3.1 No Illegal Activity:
This is about as simple as it gets. Do not use the Teaching Matrix Platform for any illegal activity. Period. You are not allowed to use our Platform to engage in any kind of conduct that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
3.2 No Fraud:
Yes, this is probably covered in the No Illegal Activity section above, but we want to make this very clear. Fraud will not be tolerated in any capacity.
3.3 No Bad Conduct:
Do not use the Teaching Matrix Platform to transmit, distribute, send, or otherwise expose the Platform or its Users to viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner.
3.4 No Spamming:
Seriously. No one likes spam. We don't like spam. We're pretty sure that You don't like your inbox cluttered with spam. You may not use the Teaching Matrix Platform to engage in any activities that will result in sending spam to anyone on the Teaching Matrix Platform, including Teaching Matrix (and its employees), Teachers, and Students.
3.5 Be Civil:
We mean this. We're an open platform, allowing myriad subject matters to be taught. Not all Teacher Content is for everyone. But the one thing we can all agree on is that when we use the Teaching Matrix Platform, we are going to be civil and respectful at all times.
3.6 No Exploitation:
You will not use the Teaching Matrix Platform to try to gather personal information on anyone outside of the limited permissible uses for offering or accessing User Content.
3.7 No Impersonation:
Imitation is the sincerest form of flattery, but not when it comes to representing that You are a part of Teaching Matrix. You will not impersonate anyone on the Teaching Matrix Platform, including Teaching Matrix (and its employees), Teachers, and Students.
3.8 No Data Mining or Bots:
You may not use any data mining, robots, or similar data gathering or extraction methods.
3.9 No Use Other Than Intended:
You may not use the Platform or any User Content contained on the Platform for any purposes other than intended.
3.10 No Prohibited Content:
You may not use the Platform if Your User Content contains material that is libelous, slanderous, pornographic, obscene, unlawful, threatening, hateful, violent, predatory, defamatory, or otherwise objectionable, all of which shall be determined in Our sole discretion.
In operating our Platform, it's important for us to make it clear who owns what and who's responsible for what. You are trusting us with Your content and consistent with Teaching Matrix's genuine belief in transparency, we want to make it simple for You to know exactly what You are getting into when You join the Teaching Matrix community.
4.1 What Teaching Matrix Owns
All right, title and interest in and to the Platform, including our information, software, technology, data, applications, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as "Teaching Matrix Content”, and is and will remain the exclusive property of Teaching Matrix and its licensors. Teaching Matrix Content is protected by intellectual property rights both in the United States and internationally.
Your use of the platform under these Terms does not give you additional rights in the Platform or ownership of any intellectual property rights associated with the Platform, including, but not limited to, any rights to use Teaching Matrix’s trademarks, logos, domain names, and other distinctive brand features. Subject to Your compliance with and the limitations set forth in these Terms, Teaching Matrix grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform and/or Teaching Matrix Services to fulfill your personal and commercial purposes.
You agree not to do any of the following while accessing or using the Platform and/or Teaching Matrix Services:
All rights not expressly granted by Teaching Matrix are reserved.
4.2 What You Own
Any data, information or material originated by you that you upload or otherwise transmit through the Platform, including Teacher Content, (“User Content”) is and remains Yours. Teaching Matrix does not claim any intellectual property rights over User Content by virtue of Your use of the Platform and/or Teaching Matrix Services.
By uploading User Content to the Teaching Matrix Platform, You agree that:
4.3 Your Posts
The Teaching Matrix Platform may include features that permit You to post, upload or transmit content that is intended to be viewed by other users (“Posts”). For the avoidance of doubt, Posts exclude User Content (including Teacher Content).
By submitting Posts to the Teaching Matrix Platform, you grant Teaching Matrix a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute Your Posts for any purpose. Teaching Matrix may exercise all copyright, publicity and moral rights, in any media, with respect to Your Posts.
4.4 Content Free of Infringement of Any Third-Party Rights
You may choose, or we may invite You to submit suggestions, recommendations, enhancement requests or other feedback about Teaching Matrix Services or the Platform (“Feedback”). By submitting any Feedback, You agree that such Feedback is gratuitous, unsolicited, and without restriction, and You grant us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate any Feedback into Teaching Matrix Services and/or the Platform. We actively review Feedback for new ideas. If You wish to preserve any interest You might have in your Feedback, You should not post them to the Platform or send them to us.
4.6 Processing of Data by Teachers
5.1 Teaching Matrix may modify, terminate, or refuse to provide Teaching Matrix Services at any time for any reason, without notice.
5.2 Teaching Matrix may remove anyone from the Teaching Matrix Platform at any time for any reason, solely in Teaching Matrix's discretion. This right is not modified by any other section of these Terms.
5.3 Teaching Matrix reserves the right to access Your account, school, and User Content in order to respond to requests for technical support, to maintain the safety and security of the Teaching Matrix Platform, and for other legitimate business purposes, as necessary, in Teaching Matrix's discretion.
5.4 Teaching Matrix may, but has no obligation to, monitor any User Content that appears on the Teaching Matrix Platform or review any conduct occurring through the Platform, including any interactions between Teachers and Students and Teaching Matrix employees.
5.5 Teaching Matrix reserves the right to modify, suspend, or alter its refund policy, at its sole discretion.
5.6. If You close Your account or terminate Your school, Teaching Matrix may keep a copy of Your User Content after termination. You grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for compliance with any relevant laws and regulations and for our internal business purposes, subject to applicable law.
5.7 Teaching Matrix reserves the right to remove You and Your User Content without warning if You violate any of the provisions of these Terms.
5.8 Teaching Matrix has, in its sole discretion, an absolute right to modify, change, alter, suspend, or terminate any provision of these Terms without warning at any time.
If Teaching Matrix has a good faith belief that any content (including Teacher Content) appearing on its Platform violates any copyrights or has been illegally copyrighted, Teaching Matrix reserves the right to remove, block, or otherwise 'take down' the content. Teaching Matrix also reserves the right to remove from the Platform any Teachers, Students, or other parties, who are repeat offenders of the Teaching Matrix repeat offender policy.
1. Reporting Copyright Infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"):
a) Teaching Matrix provides an online form for submitting copyright infringement notices under the DMCA. If you believe that content on the Teaching Matrix Platform is infringing on your copyrights, please complete Teaching Matrix's copyright infringement notice form to forward your notice to Teaching Matrix's designated agent for review.
b) If your submission contains all the information required by the form and complies with the DMCA, Teaching Matrix will expeditiously remove or disable access to the content alleged to be infringing.
c) Please note that when Teaching Matrix removes content in response to a DMCA notice, Teaching Matrix will attempt to contact the party who posted the content You report as infringing and provide information about the notice and removal, including information about how to submit a counter notice. Teaching Matrix may also send a copy of any notices received to the affected party.
2. DMCA Counter Notice Procedure
a) If Your content is removed due to the receipt of a DMCA notice, and you believe that your content was wrongly removed, you may send Teaching Matrix what is known as a Counter Notice.
b) Your Counter Notice must contain:
c) Your Counter Notice must be sent to Teaching Matrix's designated agent.
d) Please note that a copy of any Counter Notice received will be sent to the party who reported the content as infringing.
3. Repeat Infringement Policy:
As we stated above, Teaching Matrix really doesn't look favorably on anyone who is using someone else's intellectual property without permission. Should Teaching Matrix receive two or more DMCA complaints regarding any Teacher, Teaching Matrix may simply remove that Teacher from the Teaching Matrix Platform without further warning. Note: as we state in our Teaching Matrix Rights section, we still reserve the right to remove any school at any time for any reason. This Repeat Infringement section does not change that right in any way.
Teaching Matrix reserves the right to remove access to content that it knows, or has reason to know, violates the rights of trademark owners. Please note that Teaching Matrix will send a copy of any trademark infringement claim received to the user who posted the content you report as infringing.
1. Reporting Trademark Infringement
a) Teaching Matrix provides trademark owners an online form for submitting information to enable Teaching Matrix to evaluate trademark infringement claims. If you believe that a user of the Teaching Matrix Platform is infringing your registered trademark, please complete Teaching Matrix's trademark complaint form to forward your claim to Teaching Matrix's team for review. (For copyright infringement claims, refer to Section V(A) above).
b) If your submission contains all of the information required by the form and demonstrates that a user of the Teaching Matrix Platform is infringing your registered trademark by using your trademark in connection with the goods or services covered by your registration, Teaching Matrix will take appropriate action, which may include removing access to the infringing content and/or terminating the user.
c) Do note, Teaching Matrix is not a court of law and there may be times that we cannot take action based on the information that you submit in our online form. In such cases, we may refuse to take action, and if warranted, you may resubmit the online form with additional information and materials requested by the form that were not previously submitted.
2. Counter Notice Procedure
a) If Your content is removed due to the receipt of a Trademark notice, you may send Teaching Matrix a counter notice if you believe that your content was wrongly removed.
b) If Teaching Matrix receives a counter notice that denies the infringement claim and asserts that it has a good faith basis for doing so, Teaching Matrix may choose not to remove the allegedly infringing content but will put you in contact with the user so that you and the user can address the matter directly.
By using Teaching Matrix's Platform, You may receive communications from third parties (e.g. a Teacher may communicate with a Student). Teaching Matrix is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any such third-party communications. Teaching Matrix assumes no responsibility for verifying, and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications.
Through the Teaching Matrix Platform, You will have the ability to access content, links to websites, products and services provided by Teachers, Students, and other third parties ("Third Party Offerings"). Your use of any Third Party Offerings provided on this Platform or a third party website is at Your own risk. Teaching Matrix does not monitor or have any control over, and makes no claim or representation regarding Third Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.
9.1 The Teaching Matrix Platform encompasses Teaching Matrix APIs (“API” or “APIs”), a powerful solution that provides flexibility for Teachers to access and interact with data about their business on Teaching Matrix.
9.2 Definitions for this Section Only.
The following definitions only apply to this section of the Terms and its subsections (Section 9).
(a) "API" means the TEACHING MATRIX API application programming interface and any API Documentation or other API materials made available by Company on the Platform
(b) "API Documentation" means the API documentation described from time to time.
(c) "API Key" means the security key Company makes available for you to access the API.
(d) "Company Marks" means Company's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Section of the Terms.
(e) "Company Offering" means Company's operating system and application software made available by Company on a hosted basis.
(f) "Your Applications" means any applications developed by you to interact with the API.
9.3. License Grant.
Subject to and conditioned on your compliance with all terms and conditions set forth in the Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications. You acknowledge that there are no implied licenses granted under this Section of the Terms. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
9.4 Additional Use Restrictions for API Services.
Except as expressly authorized under the Terms, you may not: (a) remove any proprietary notices from the API; (b) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (c) combine or integrate the API with any software, technology, services, or materials not authorized by Teaching Matrix; (d) design or permit Your Applications to disable, override, or otherwise interfere with any Teaching Matrix-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (e) use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or; (f) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.
9.5 No Support; Updates.
The Terms do not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Company Offering. You are required to make any changes to the Applications that are required for integration as a result of such update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.
9.6 No Additional Fees for APIs.
You acknowledge and agree that no additional license fees or other payments will be due for API in exchange for the rights granted under the Terms. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in the Terms, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.
9.7 Collection and Use of Your Information.
9.8 Return of Your Data.
Upon request by You made within thirty (30) days after the effective date of termination of Your use of TEACHING MATRIX API, we will make available to You for download a file of Your Data in comma separated value (.csv). After such 30-day period, we shall have no obligation to maintain or provide any of Your Data and may thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
9.9 API Rate Limits.
The number of API requests Teaching Matrix will permit You to make during any given time period may be limited. Teaching Matrix may determine Your rate limits based on various factors at Teaching Matrix’s sole discretion. Teaching Matrix reserves the right and may, in its sole discretion, charge You for API requests that exceed Teaching Matrix’s rate limits or terminate or resort to other measures including suspending access to Teaching Matrix APIs as necessary subject to applicable law. Teaching Matrix will not provide a credit to You to the next month or year for any unused requests.
Teaching Matrix operates two different types of payment options for Teachers who use our Platform: Teaching Matrix Native Gateways (coming soon) and Custom Payment Gateways. Your use of either type of gateway is covered by the terms of this section.
10.1. Teaching Matrix Native Gateways
For the avoidance of doubt, the term Teaching Matrix Native Gateways is a reference to both Teaching Matrix Payments and the Monthly Payments Gateway.
1. Appointment of Teaching Matrix as a Limited Payment Collection Agent for Teaching Matrix Native Gateways: Each Teacher collecting payment for services provided on the Teaching Matrix platform via Teaching Matrix Native Gateways hereby appoints Teaching Matrix as the Teacher's payment collection agent solely for the limited purpose of accepting funds from Students purchasing such services.
2. Teaching Matrix Payments: The Teaching Matrix Payments gateway allows Teachers to process credit or debit card transactions and facilitates faster payout processes. Teaching Matrix Payments is available to some Teachers, based on location. For a list of eligible locations, please see the Teaching Matrix website.
3. Monthly Payment Gateway: Teaching Matrix Teachers may also have an opportunity to utilize the Monthly Payments Gateway (MPG) to facilitate credit card or debit card transactions or to utilize PayPal as a payment option. MPG is offered wherever PayPal accounts are available, and the availability of MPG is subject to any limitations by PayPal. Teaching Matrix Payments users will only be able to utilize MPG for PayPal transactions and will not be able to utilize MPG for credit card processing.
10.2. Custom Payments Gateway:
Teachers may choose to set up a Custom Payment Gateway (CPG) to process Student transactions. These transactions, which are made through a third-party payment gateway, are outside the scope of your relationship with Teaching Matrix. You agree that Your CPG service is a third-party payment service and is not a part of the Teaching Matrix Services. Payouts are distributed according to the third-party payment service's policies and procedures, and are not subject to any of Teaching Matrix’s policies and procedures related to payments, including the 30-day refund policy or payment hold. Furthermore, You acknowledge that:
Teachers may be charged a fee for any chargeback on credit card, debit card, or PayPal transaction that is processed through the Teaching Matrix Native Gateways. This fee is deducted from Your school's payout, but is returned to You if You win the dispute. Current fees may be found on the Teaching Matrix Knowledge Base. Fees are subject to change.
Laws governing the collection, reporting and remittance of sales and use taxes, value-added taxes and other similar state, local and foreign taxes are complex. This section of the Terms summarizes Teaching Matrix’s practices regarding these tax requirements. Please be advised that Teaching Matrix’s position on these tax matters is subject to change, without notice, and possibly with retroactive effect.
Depending on the laws of the relevant jurisdictions, Teacher Content sold by Teachers to Students through the Teaching Matrix platform for purchases of courses and other services and transmitted to locations inside and outside the United States may be subject to tax.
The rate and amount of tax imposed depends on a number of factors which Teaching Matrix considers, including (without limitation):
Teaching Matrix may request additional information from its customers, which will require You to provide certain information, such as Your legal name, tax identification number, address, phone number, e-mail address, and account information for Your bank account, as necessary to fulfill its tax obligations.
11.1 General Application of Sales Taxes in the United States
Teaching Matrix will determine whether a transaction on the Teaching Matrix Platform is subject to tax based on the applicable laws in each state. Teaching Matrix will calculate, collect, report and remit any sales taxes collected directly to the state on whose behalf the tax is imposed. Certain states may also require the Teacher to submit their own tax filings or information returns.
The tax rate applied to Your transaction will be equal to the combined applicable state and local tax rate, which shall be determined by Teaching Matrix based on the information provided by the Teacher and/or Student, as applicable.
1. Fees from Teaching Matrix Subscription Plans
2. Fees from the sale of Teacher Content
Teaching Matrix will not collect sales taxes in the following circumstances:
4. Additional Sales Tax Considerations
Teaching Matrix’s failure to collect, report and remit taxes to any governmental authority, may not relieve the Teacher or Student from its sales tax obligations or liabilities within a state where applicable products and services are taxable. In certain states, a marketplace seller is still responsible for collecting and remitting sales and use taxes on sales not made on the marketplace facilitator platform. Additionally, the marketplace seller may remain liable for the sales tax if the marketplace facilitator can demonstrate that: (i) it has made a reasonable effort to obtain accurate and complete information from an unrelated marketplace seller about a retail sale, and (ii) the failure to remit the correct amount of tax was due to incorrect or incomplete information provided to the marketplace facilitator by the unrelated marketplace seller. WE ADVISE EACH TEACHER AND/OR STUDENT TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING THE APPLICABILITY OF THESE RULES TO THEIR INDIVIDUAL CIRCUMSTANCES.
11.2 General Application of Taxes Outside the United States
Teacher and Student expressly acknowledge that an agreement is formed directly between Teacher and Student for the sale of Teacher Content by the Teacher to the Student. Teaching Matrix is not a party to that agreement, nor sets any of the terms for Teacher Content sold by the Teacher to the Student.
The Teacher is the supplier of the Teacher Content, Teaching Matrix is not responsible for interactions between Teachers and Students and only provides technical means through which Teachers may make their Teacher Content available to Students.
As the Teacher sells its Teacher Content directly to the Student under its agreement with the Student, except as expressly provided in these Terms, the Teacher will be solely and fully responsible to collect, report and remit the correct amount of tax (if any) to tax authorities for charges to the Students for the purchase of Teacher Content. Teaching Matrix recommends Teachers consult a tax advisor to assist with determining the tax requirements relating to the sale of their Teacher Content.
Some countries provide for special tax laws making Teaching Matrix instead of the Teacher responsible for the tax obligations pertaining to Teacher Content sold by Teachers while using the Teaching Matrix Native Gateways (Teaching Matrix Payments and Monthly Payment Gateway). In this regard, please note that the tax laws of the countries where Students reside generally dictate whether such a special tax law applies, making Teaching Matrix instead of the Teacher responsible for tax.
Therefore, in the event a Teacher sells Teacher Content to Students in multiple countries, different tax obligations may apply for the Teacher, depending on the countries where the individual Students reside.
Please note that where a Teacher is using the Custom Payment Gateway (CPG), the Teacher is always solely responsible for tax, regardless of the country of residence of the Student.
The Country-Specific Guidance section contains an overview of jurisdictions where tax laws apply that shift the tax obligations for Teacher Content from the Teacher to Teaching Matrix in the Teaching Matrix Native Gateways model due to a deemed (by way of legal fiction) resale of Teacher Content by Teaching Matrix that applies for tax purposes only.
Teaching Matrix determines the country where a Student resides for tax purposes on the basis of information the Student enters at checkout. Where needed, Teaching Matrix makes such data available to the Teacher to enable the Teacher to determine the amount of tax on the sale of Teacher Content to a Student for which the Teacher is responsible.
1. Country Specific Guidance
a) European Union Value Added Tax (EU VAT)
b) AUSTRALIA, CANADA, CHILE, KENYA, MOLDOVA, NEW ZEALAND, RUSSIA, SAUDI ARABIA, and TAIWAN
For Teacher Content sold by Teachers to Students residing in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Russia, Saudi Arabia, and Taiwan, Teaching Matrix is responsible for collecting, reporting and remitting tax to tax authorities if:
For Teacher Content sold by Teachers to Students residing in Mexico, Teaching Matrix collects, reports and remits the full general VAT rate to tax authorities in Mexico unless:
d) INDIA, SINGAPORE, AND MALAYSIA
For Teacher Content sold by Teachers to Students residing in India, Singapore and Malaysia, Teaching Matrix is responsible for collecting, reporting and remitting tax to tax authorities if:
Teacher Content is an ESS unless the Teacher has expressly confirmed, by turning on the Comment Box functionality when creating its course on the Teaching Matrix platform, that the Teacher Content requires live interaction between Teacher and Student.
Please note that in cases where Teacher Content is NOT ESS, Teaching Matrix will NEVER be responsible for tax for Teacher Content sold by Teachers. This means that the Teachers will in those cases be responsible for tax on the Teacher Content.
Students located in India and Singapore with a valid tax ID will not be charged tax at checkout.
11.3 Tax Indemnification
Notwithstanding any provision in these Terms to the contrary, You shall indemnify, defend and hold Teaching Matrix and our affiliates and their respective officers, directors, agents and employees harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys’ fees) brought by any third party or governmental claim or demand that involves, relates to or concerns federal, state, county, city, foreign or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and You grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by You hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.
1. Teaching Matrix Plans are billed on a subscription basis. Users who sign up for a paid Teaching Matrix Plan will be billed in advance on either a monthly or annual cycle, depending on what Teaching Matrix Plan was selected at time of purchase. Payment will be charged to the User’s chosen payment method at confirmation of purchase and at the beginning of each new billing cycle. Teaching Matrix Plans will automatically renew at the end of each billing cycle unless You submit a cancellation request to us in writing via email (support@Teaching Matrix.com) or directly through Your account prior to the end of the billing cycle. Upon cancellation, your access to the select Teaching Matrix Plan will terminate, and you will not be charged for the next billing cycle.
2. Pricing for the purchase of a Teaching Matrix Plan is described on our pricing page. Teaching Matrix may change the price of a Teaching Matrix Plan from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes for Teaching Matrix Plan subscriptions will take effect at the start of the next subscription period following the date of the price change. If You do not agree with the price changes, You have the right to reject the change by cancelling Your subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.
3. Depending on the processing method, Teaching Matrix may charge transaction fees. You agree to pay all fees and charges that are made to Your account, and that You are solely responsible for payment of these fees and charges.
4. Should You not authorize payment or are otherwise not current on Your payments for Teaching Matrix Services, Teaching Matrix may restrict Your Platform access until Your account becomes current and paid in full. Teaching Matrix reserves the right to pursue fees owed using collection methods, which may include charging other payment methods on file with Teaching Matrix and/or retaining collection agencies or legal counsel.
5. Teaching Matrix reserves the right to offer custom Teaching Matrix plans and pricing in addition to what is offered on the pricing page. Custom Teaching Matrix plans may also include custom billing and payment terms, including billing periods and renewals, that are different from our standard terms.
Teaching Matrix is not responsible for setting the pricing on Teacher Content. Prices for Teacher Content are set by the Teacher.
We want You to be happy with Teaching Matrix's Platform. If You're not feeling excited about joining the Teaching Matrix community, we have some options for You regarding Your plan.
14.1 Refund Policy for Teaching Matrix Plans
1. Monthly Plans
Teachers on monthly paid Teaching Matrix subscription plans are entitled to a full no-questions-asked refund within thirty (30) days of first signing up for a paid plan, or upgrading to a higher priced plan. Simply let us know in writing that You're canceling the plan within thirty (30) days of Your sign-up.
2. Annual Plans
Teachers on annual paid Teaching Matrix subscription plans are entitled to a full no-questions-asked refund within thirty (30) days of first signing up for an annual plan. Simply let us know in writing that You're canceling the plan within thirty (30) days of Your sign-up.
3. Abuse of the Refund Policy
Teaching Matrix reserves the right to refuse refunds to Teachers who abuse this Refund Policy. Examples of abuse include, but are not limited to, requesting refunds for multiple schools or requesting refunds in consecutive months.
14.2 Refund Policy for Sales of Teacher Content to Students
3. Bundled Products
4. General Provisions
If You cancel a paid Teaching Matrix subscription plan, the cancellation will become effective at the end of the then-current billing cycle. When You cancel a paid plan, Your account will revert to a free account and Teaching Matrix may disable access to features available only to paid plan users.
15.15 Free account cancellation
If you operate a free account, you must stay on Teaching Matrix's general announcements mailing list. If we determine that you are not on this list or do not monitor it, we have the right to cancel your account. We will give you a warning if we do via this list. Basically, open a newsletter from time to time and read it, then you can keep your free account. You may not own more than one free account. If you are found to run more than one free account on Teaching Matrix, we have the right to terminate all accounts that you are running without warning.
15.3 Effect of Cancelation/Deletion
Should a school, course, or account be canceled or deleted, the user may no longer have access to Teaching Matrix Content and/or User Content (including Teacher Content). Further, User Content (including Teacher Content) may be irretrievable.
Teaching Matrix shall not be liable to any party in any way for the inability to access Teaching Matrix Content or User Content (including Teacher Content) arising from any cancelation or deletion, including any claims of interference with business or contractual relations.
Teaching Matrix does not guarantee that the Platform or any services offered through the Platform will be error-free or otherwise reliable, nor does Teaching Matrix guarantee that defects will be corrected or that any offerings through the Platform will always be accessible. Teaching Matrix may make improvements and/or changes to the Platform and their features and functionality at any time, and will use commercially reasonable efforts to avoid disrupting peak hours, though some downtime may occur. Errors in Content are the responsibility of the Teacher who owns the Content.
We reserve the right to amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Platform to Teachers and Students.
In running the Platform, we require that You understand and agree that Teaching Matrix is not liable for a number of things, including Your breach of these Terms and losses that may result from Your use of the Platform. We also require that You understand and agree that the Platform is offered As Is and may not always be 100% perfect or reliable, and that Teaching Matrix doesn't warrant or guarantee that it will always be free of errors or defects. Any claims for damages against Teaching Matrix will be limited to a portion of the fees You have paid us.
Our limitations of liability are as follows:
Teaching Matrix reserves the right to seek all remedies available at law and in equity for violations of these Terms, including but not limited to removing Teachers and Students from the Platform, the right to block access to the Platform from a particular IP address or other user identifier, or to refer the violation to the appropriate law enforcement authorities.
Teaching Matrix may notify You of relevant information regarding the Platform and Teaching Matrix Services in any of the following ways: (a) by emailing You at the contact information You provide in Your account registration, (b) by posting a notice in dashboard areas of the Platform, and (c) by posting the notice elsewhere on the Platform in an area suitable to the notice. It is Your responsibility to periodically review the Platform for such notices.
20.1 These Terms shall be governed in accordance with the laws of the State of Florida without regard to its conflicts of laws principles. Any action arising out of or relating to these Terms shall be filed only in the state or federal courts located in the County of Hernando in the State of Florida. You consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.
20.2 Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Terms, shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.
20.3 The arbitration will be conducted in Hernando County, Florida, unless You and Teaching Matrix agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Teaching Matrix from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
20.4 You and Teaching Matrix agree to waive the right to trial by jury. You further agree that any proceedings to resolve any disputes shall be done solely on an individual basis and that You will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which You act or propose to act in a representative capacity.
20.5 You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Teaching Matrix and all parties to any such proceeding.
22.2 If any provision of these Terms is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.
22.3 No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
The headings and titles of sections to these Terms have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of these Terms. Neither You nor Teaching Matrix shall rely on, or interpret substantively, the headings when construing the meaning of each section or these Terms as a whole.
Whenever such wording may appear in these Terms, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.
If You have questions or concerns regarding these Terms, the Platform, Teaching Matrix Services, or User Content, You may contact Us via physical or electronic mail at the address below. Note: the Teaching Matrix office is not open to the public:
Teaching Matrix 16150 Aviation Loop #15502, Brooksville, FL 34604 Email: support@TeachingMatrix.com