Terms & Conditions
1. Purpose of these Terms
3. Connection and Access
3.1 You are responsible for all access to the Site using your Internet connection, even if the access is by another person.
3.3 We will use reasonable efforts to ensure that the Site is available at all times.However, we cannot guarantee that the Site or any individual function or feature of the Site will always be available and/or error free. For example, the Site may be unavailable during periods when we are implementing upgrades to or carrying out essential maintenance on the Site.
4. Mathematainment’s Services and Liability
4.1 We provide the Site on an ‘as is’ basis and make no representations as to the quality, completeness or accuracy of any content made available on the Site. To the maximum extent permitted by law, we expressly exclude:
5. General Use of the Site
a. use the Site for any fraudulent or unlawful purpose;
b. use the Site to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ intellectual property rights, privacy rights or rights of publicity;
c. use the Site in any way contrary to the terms relating specifically to Intellectual Property Rights set out in the following section;
d. impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site; or express or imply that we endorse any statement you make use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content or communications;
e. interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures,policies or regulations of such networks;
f. transmit or otherwise make available in connection with the Site any virus,worm, Trojan horse, malware or other computer code that is harmful or invasive or may or is intended to damage the operation of, to monitor the use of any hardware, software, or equipment;
g. reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site save as provided expressly in relation to any purchased Materials;
h. modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site. If you wish to reverse engineer any part of the Site to create an interoperable program you must contact us and we may provide interface data subject to verification of your identity and other information;
i. remove any copyright, trade mark or other proprietary rights notice from the Site or materials originating from the Site;
j. frame or mirror any part of the Site without our express prior written consent;
k. create a database by systematically downloading and storing Site content;
l. use any manual or automatic device in any way to gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without our express prior written consent. Notwithstanding the foregoing, we grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator’s public online search service.
We reserve the right to revoke these exceptions either generally or in specific instances.
5.2 The Site may provide links to other websites and online resources. We are not responsible for and do not endorse such external sites or resources. Your use of third party websites and resources is at your own risk. You may create a link to this Site, provided that you retain the legal right and technical ability to immediately remove the link at any time, following a request by us to do so; that the link will not result in the Site or any content from it being embedded or ‘framed’ within any other web site; and the link is fair and legal and is not presented in a way that is:
a. misleading or could suggest any type of association, approval or endorsement by us that does not exist, or
b. harmful to our reputation or the reputation of any of our affiliates;
We reserve the right to require you to immediately remove any link to the Site at any time and you shall immediately comply with any request by us to remove any such link.
6. Intellectual Property Rights
6.1 The intellectual property rights in the Site and all of the text, pictures, videos and other content made available on it are owned by us and our licensors. You may not print or otherwise make copies of any such content without our express prior permission.
6.2 You may not and agree not to upload to the Site, or use the Site to host any data that includes any material (including but not limited to software, media based on text, video, audio or otherwise and whether or not interactive) being the subject of intellectual property rights owned by others anywhere in the world, save where you have the express written permission to offer the same for sale as a retail product and to offer sub-licences to them in digital form.
7. Reporting Procedure
If you believe that content on the Site, uploaded to the Site, or otherwise viewable or purchasable via Mathematainment’s services is an infringement of your intellectual property rights (such as copyright, trademark or image rights), or is defamatory please follow this Intellectual Property Reporting Procedure.
7.1 In the first instance, please send an email to firstname.lastname@example.org providing the following details:
a. Your name;
b. Your contact details including email, postal address, location, country and telephone number;
c. If you are not the rights holder, an explanation of your professional capacity as their agent or representative;
d. Identification of the exact content you consider infringes your intellectual property rights including the type material and any specific parts in particular that you consider to infringe;
e. A link to the Site page on which the content you are reporting is hosted;
f. Details and evidence of the existence of any intellectual property rights you rely on; and
g. An explanation of why you think the content infringes your intellectual property rights or, or in the case of a report of defamatory content, an explanation as to why the content is defamatory and untrue.
7.2 Once we receive your email Report we will respond within 48 hours acknowledging receipt and will notify the responsible account holder. We will then investigate your Report.
a. If we determine that the reported content is an infringement of the rights reported to us, we will remove the content, notify you, and notify the account holder responsible for uploading the content of that determination.
b. If we determine that the report does not show that the content infringes your rights, we will notify you and the account holder responsible for the content, explaining that determination. The subject content will not be removed at that time.
c. If the report provided does not include sufficient detail for us to make a determination, our investigation will be determined “inconclusive”. In such a case we will respond to you explaining why the investigation is inconclusive and inviting you to provide further information to assist our investigation. The subject content will not be removed at that time.
7.3 Determinations will be made in our sole discretion. In any of the cases a - c above, at the time of notifying you and / or the responsible seller we will explain what further steps may be taken if you disagree with our decision.
7.4 We will aim to determine our investigations into any Intellectual Property Report within 7 working days from receipt of that report, but it may take longer in some cases.
8. Content and communications
8.1 Content may be posted on the Site including reviews, comments, suggestions and other content, so long as the content is not illegal, defamatory, infringing of intellectual property rights, obscene, or otherwise objectionable.
8.2 You agree not to use the Site to post or host any spam, software viruses, publicity materials, commercial solicitation, chain letters, religious or political campaigning.
8.3 By posting any content on the Site you grant us a non-exclusive, royalty-free and transferable licence to use, modify, adapt, publish, distribute and display the same howsoever, including the name that you associate with such content, together with the right to sub-licence at our discretion.
9. Applicable Law
"Content"includes but shall not be limited to any and all content in whatever form or format and shall include but not be limited to videos, presentations, articles, reviews, lesson plans, books, oral materials, white papers, images, music, publications, instant messages, web chats or otherwise;
“Dashboard” means the page in the Site entitled “MY DASHBOARD” under the “MY ACCOUNT” tab;
“Exclusive Creator” means a Content Uploader who is vetted and approved by Mathematainment to be an “exclusive creator” with regard to specified Content. “Exclusive Creators” and “Exclusive Creator Content” shall be construed accordingly;
“Incentive” means the incentive you shall receive when your Content is Purchased by Users. For the express avoidance of doubt, if you have set the Price of any Content to be zero then the Commission you shall receive when your Content is Purchased shall also be zero;
“Intellectual Property Rights” or “IP” means all intellectual property rights including but not limited to copyrights and any moral or other similar rights attaching thereto, trade marks, patents and design rights;
“Market Place” means the Site’s market place, wherein Content may be Purchased or Uploaded by Users;
“Mathematainment” means Mathematainment Limited, (also referred to as “us”, “our”, “we”) a company registered in England with company number 09319773, whose registered office is at Eighth Floor, 6 New Street Square, New Fetter Lane, London, United Kingdom, EC4A 3AQ. Mathematainment operates an online market place for educational content and services;
“Order Confirmation” means the Site page which summarises your Purchase request, following receipt by PayPal of the Price;
“Non-Subscription Content” means Purchased Content that is not Subscription Content;
“Payments” means payments made by us to you including, with limitation, Referral Fees and/or Commission as the context shall dictate;
“Price” means either the course cost as specified by you prior to Uploading Content, or the price stated by us on the Site with respect to any Content to be Purchased including Subscription Content, as the context shall dictate;
“Purchasing” means purchasing from the Site, as permitted by these T&Cs, and shall expressly include viewing at no charge where the Price is specified to be zero. “Purchased”, “Purchase”, “Purchases” and “Purchaser” shall be construed accordingly;
“Referree” means a User who is Referred Non-Subscription Content by another User and who then Purchases the said Non-Subscription Content through the Referral URL;
“Referral Fee” means the fee a Referrer shall receive when other Users Purchase Non-Subscription Content Referred to them through the Referral URL. The Referral Fee shall be constructed according to Mathematainment policies.
“Regulations” means the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;
“Reporting Procedure” means the reporting procedure set out in our general terms and conditions wherein suspected breaches or infringements of third party Intellectual Property Rights may be reported to us by you;
“Services” means the services offered by the Site including but not limited to those in the Market Place;
“Site” means the website www.mathematainment.com owned and operated by Mathematainment;
“Subscription” means the payment of a regularly repeating subscription, for example on an annual or monthly basis or a premium subscription;
“Subscription Content” means Content that is made available following payment of a Subscription;
“Uploading” means uploading for publication on the Site, whether directly or via Mathematainment, as permitted by these T&Cs, and “Uploaded”, “Upload” and “Uploader” shall be construed accordingly;
"User" means any person who uses the Site. “Users” shall be construed accordingly;
“you” means you and “your” and “yourself” shall be construed accordingly.
2. Age & Capacity:
You must be eighteen (18) years old or over to Purchase and Upload Content. You warrant that you have the right, authority and capacity to enter into and be bound by these T&Cs. You further warrant that you shall not provide your logon details to anyone-else nor shall you aide or abet anyone-else to use the Site under any pseudonym.
3. Risk & Veto:
You are solely responsible for any Content that you Upload and shall Upload Content at your own risk. Mathematainment shall have the unilateral right to refuse or remove any of your Content for any reason at any time. In the event that any of your Content is refused or removed by us, we may contact you to explain the reasons for this, but shall be under no obligation to do so. In the event that your Content is removed, it shall be solely at our discretion how we effect said removal. For example, we may prevent further Purchases and/or Referrals of the Content but permit ongoing viewing by past Purchasers, or we may choose to wholescale remove the Content from the Site, depending on the specific facts and circumstances.
All Users represent and warrant that s/he shall not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content and shall not upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam or any other form of solicitation (commercial or otherwise). Content Uploaders shall not engage in any activity that shall require Mathematainment to obtain any licenses from or pay any royalties to any third party, including, by way of example and without limitation, to the payment of royalties for the public performance of any musical works or sound recordings.
5. Content IP:
It is extremely important that before you Upload Content to the Site that you ensure that you have the appropriate rights and permissions to do so. You must either own the Intellectual Property Rights in the Content (for example, you must have created the Content yourself using your own independent creative effort and not as part of your regular employment duties) or you must have an appropriate licence from the relevant Intellectual Property Rights owner(s) to Upload Content and allow Mathematainment and Users to use it on the terms set out in these T&Cs.
6. IP Infringement:
MATHEMATAINMENT ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT PROVIDED BY YOU THAT INFRINGES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO INDEMNIFY AND KEEP INDEMNIFIED MATHEMATAINMENT FOR ALL CLAIMS BROUGHT BY A THIRD PARTY AGAINST MATHEMATAINMENT ARISING OUT OF OR IN CONNECTION WITH THE CONTENT YOU UPLOAD EXCEPT TO THE EXTENT THAT ANY LIABILITY ARISES FROM OUR FAILURE TO PROPERLY REMOVE THE CONTENT WHEN WE HAVE BEEN NOTIFIED OF THE ILLEGAL NATURE OF THE CONTENT IN ACCORDANCE WITH OUR REPORTING PROCEDURE. YOU FURTHER AGREE TO COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENCE OF ANY CLAIM AND TO ALLOW MATHEMATAINMENT TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF THE MATTER.
7. When you Upload Content you grant us a licence:
When you Upload Content to the Site by clicking “UPLOAD” you shall remain the owner of the Intellectual Property Rights in such Content but you shall hereby and automatically grant, and you represent and warrant that you have the right to grant, to Mathematainment an irrevocable, perpetual, non-exclusive, fully-paid-up, royalty-free, worldwide, transferable, assignable, sub-licensable licence to commercially use, host, transfer, copy, perform, reproduce, display, distribute, compress or convert for distribution and otherwise commercially exploit and/or refer such Content and to prepare derivative works of, or incorporate into other works, such Content, in any media formats and through any media channels or technology now known or hereafter developed. In respect of any such dealings with Mathematainment and its sub-licensees (as applicable), you hereby unconditionally and irrevocably waive and shall procure the unconditional and irrevocable waiver of any moral rights which you may have in the Content under Part 1, Chapter IV of the Copyright Designs and Patents Act 1988 and any similar or corresponding foreign rights.
8. When you Purchase Content we grant you a limited “view-only” licence that we may terminate:
in respect of Content that you Purchase from the Site, we grant you a non-exclusive, personal, revocable at will, non-transferable, non-assignable, non-sublicensable licence to view the Content and to Refer Non-Subscription Content for your own private purposes and for no other purposes. In relation to Subscription Content you shall only be able to view such Content during the Subscription period. In relation to other Content, we reserve the right to terminate your licence at any time and for any reason. Under such circumstances all payments made by you to us shall be non-refundable.
Content Uploaders shall be paid Commission, and Referrers shall be paid the Referral Fee. All Payments shall be conditional on your full and ongoing compliance with these T&Cs and any other terms imposed by us, whether by communication through the Site, by email or otherwise. All Payments shall be made direct to your PayPal account, unless notified otherwise in writing by us.
10. Upload Contract:
When your Content is Uploaded to the Site and/or is available for Purchase from the Site, this is an offer by you for your Content to be Purchased and Referred by other Users for the Price (“Upload offer”). You may withdraw your Upload offer at any time, by removing the Content using the “EDIT and DELETE” functionality In the “MY UPLOADS” tab in your Dashboard. We shall be deemed to have accepted your Upload offer, in consideration for the Commission, when you receive a notification by email that a User has Purchased your Content (“Purchase Notification”), whereupon the legal contract between us shall be concluded in respect of that specific Purchase. Any Commission due and payable to you for that Purchase shall appear in your Dashboard and shall be paid as soon as reasonably practicable and in any event within one (1) month thereof.
11. Purchase Contract:
When you Purchase Content from the Site, the order summary on the checkout page detailing said Content shall constitute your offer to us to view the Content for the Price on the terms herein (“Purchase offer”). We shall be deemed to have accepted your Purchase offer when you receive the Order Confirmation, whereupon the legal contract between us shall be concluded. Shortly thereafter, said Purchased Content shall be available to be viewed in the “STORE” section of your Dashboard, or as otherwise directly by us. For the express avoidance of doubt, where the Purchased Content is Subscription Content it shall only be available to be viewed during the period of the Subscription.
12. Referral Contract:
when you Refer Non-Subscription Content to a User, this shall constitute an offer by us to pay you the Referral Fee in the event that the User becomes a Referree (“Referral offer”). You shall be deemed to have accepted our Referral offer when the Referree receives a Purchase Notification, whereupon the legal contract between us shall be concluded. Any Referral Fee due and payable to you for that Referral shall appear in your Dashboard and shall be paid as soon as reasonably practicable from the date of the Purchase Notification and in any event within one (1) month thereof.
13. Exclusive Creators:
Exclusive Creators shall enter into separate written terms with Mathematainment and the terms therein shall apply and take precedence with regard to the provision of Exclusive Creator Content.
14. Right to cancel:
It is an express term of us providing the Services to you that we can commence the supply of the Services to you before the end of the cancellation period prescribed by regulation 30(b) of the Regulations and you hereby:-
(a) expressly give your consent for this; and
(b) acknowledge that the right to cancel either the Upload, Purchase or Referral contract with us under the regulation 29(1) of the Regulations shall be lost.
15. Our liability:
Mathematainment and its affiliates shall not be responsible for (i) losses that were not caused by any breach on our part, or (ii) any loss (including loss of profits, revenue, income, contracts, anticipated savings, expectation, data, information, goodwill, reputation or opportunity) or wasted expenditure, or (iii) any loss arising out of or in connection with wasted management or personal time, or (iv) any indirect or consequential losses that were not foreseeable to both you and us when the contract for the Services was entered into. Nothing in these T&Cs, limits or excludes Mathematainment’s responsibility for fraudulent representations made by us or for death or personal injury caused by our negligence, wilful misconduct or fraudulent misrepresentation. Subject to the aforementioned, Mathematainment’s maximum aggregate liability to you under, or arising from or in connection with these T&Cs, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the total sum you have paid to us in aggregate over the twelve (12) month period preceding the date that any claim is first brought against us.
16. In the unlikely event that you have a claim or right of action against any other User arising from that User's use of the Services, you agree to pursue such claim or action independently of and without any demands from Mathematainment, and you release Mathematainment from all claims, liabilities and damages arising from or in any way connected to such claim or action.
Mathematainment cannot guarantee and do not promise any specific results from use of the Services. To the maximum extent permitted by law, and save as set out above, Mathematainment expressly excludes all conditions, warranties and other terms whether express or otherwise implied by statute or common law, including but not limited to warranties of quality, merchantability, non-infringement of Intellectual Property Rights, accuracy, completeness, fitness for a particular purpose, or otherwise.
18. Suspension or termination of your account:
We may suspend or terminate your account at any time immediately without notice and for any reason. Following suspension or termination of your account, you must not attempt to re-register with the Site or to use our Services unless we notify you that any suspension has been lifted. Alternatively, you are free to terminate your account with us at any time. Please email us with your request to email@example.com and we will make the appropriate arrangements.
you shall comply with all United Kingdom, United States, foreign and local laws and regulations which apply to your use of the Services and the Site including without limitation, consumer law, defamatory laws and export control laws.
20. You are solely responsible for your interactions with other Users, and Mathematainment reserves the right, but has no obligation, to monitor any dispute between you and another User.
21. We may change these T&Cs at any time by posting a revised version on the Site and you shall be bound by the revised T&Cs if you continue to use the Services following the date on which the revised T&Cs are published.
22. These T&Cs do not create any rights under the Contracts (Rights of Third Parties) Act 1999 ("Act") which are enforceable by any person who is either not a party to them or who is not a provider of the Services.
23. You may print and keep a copy of these T&Cs, which form the entire agreement between you and Mathematainment and supersede any other communications or advertising with respect to the Services.
24. Failure by Mathematainment to enforce these T&Cs does not constitute a waiver of such right.
25. If any part of these T&Cs is deemed invalid, void or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
26. Mathematainment shall not incur any liability to any User on account of any loss or damage resulting from any delay or failure to perform all or any part of these T&Cs if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mathematainment. Such events, occurrences or causes shall include, without limitation, acts of God, strikes, lockouts, and riots, acts of war, earthquakes, fire and explosion.
27. These T&Cs shall be governed by and construed in accordance with the laws of England, and you shall irrevocably submit to the non-exclusive jurisdiction of the courts of England to settle any dispute which may arise out of or in connection with these T&Cs.
Purchase And Upload T&Cs
THESE TERMS AND CONDITIONS ("T&Cs") govern the purchasing from and uploading of Content to www.mathematainment.com ("the Site"), and shall apply in addition to the general terms and conditions . In the event of any conflict between terms, these T&Cs shall apply.
Please read these T&Cs and ensure that you have understood them. If you do not agree to these T&Cs, please do not to proceed to purchase or view Content from, or upload Content to, the Site.