THIS IS A LEGAL AGREEMENT BETWEEN YOU AND JOHN WILEY & SONS, INC. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS OPERATING AGREEMENT, YOU AGREE THAT (a) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENTS AND (b) YOU WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Enrollment in the Network
To begin in the enrollment process, you must submit a complete Affiliate Network Application via our Web site, Wiley.com. We will evaluate your application and will notify you of your acceptance or rejection. Acceptance will be denoted by our supplying you with a password that will allow you to access our password-protected site, Wiley.Reporting.net. If we reject your application, you are welcome to reapply to the Affiliate Network at any time.

IMPORTANT NOTICE: IT IS UNDERSTOOD AND AGREED THAT YOUR OFFER TO ENTER INTO THIS AGREEMENT MAY BE REJECTED BY JOHN WILEY & SONS, INC. FOR ANY OR NO REASON AT ALL AND THAT, UPON ACCEPTANCE OF YOUR OFFER BY JOHN WILEY & SONS, INC., YOUR CONTINUED ENJOYMENT OF THE RIGHTS AND BENEFITS HEREUNDER IS CONDITIONED ON YOUR CONTINUED COMPLIANCE WITH THESE CONDITIONS.

Without limiting the foregoing, it is our policy to reject an application if we determine, in our sole discretion, that the applicant’s site is unsuitable for the Affiliate Network for any reason, including, but not limited to the following circumstances: (1) the applicant’s site incorporates images or content that are in any way unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable such as sites that depict sexually explicit images, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or promote illegal activities; (2) the applicant’s site incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; (3) the applicant has or has had a history of being in breach of any contracts or other commitments with John Wiley & Sons, Inc. or its customers; (4) applicant’s membership in the Affiliate Network would, due to conduct or reputation, be detrimental to John Wiley & Sons, Inc.’s goodwill and/or the value of its trademarks and tradenames; (5) applicant’s access to our technology would, in our judgment, place at risk that technology or our intellectual property rights therein; or (6) applicant’s access to our technology or web site or products is restricted or prohibited by applicable law or regulation.

2. Promotion of Our Relationship
As an Affiliate, we will make available to you (via Wiley.Reporting.net) a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours. The Links may connect to specific books, journals, and electronic products, product category pages, and the entire Wiley online book catalog.

3. Utilizing Our Links on Your Site
In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. Graphic images that we provide should be prominently displayed throughout your site. You will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. You shall not alter, modify or expand the Links in any way; however, a Link may be modified and/or expanded with our written consent. You warrant that each Link connecting users of your site to our sites will in no way alter the look, feel, or functionality of our sites. In addition, we have the right, in our sole discretion, to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

4. Our Responsibilities
We will be responsible for providing all information necessary to allow you to create appropriate Links from your site to our sites; however, all Links must be approved by us. We will be solely responsible for processing every order placed on our sites by a customer following a special Link from your site. We will be responsible for tracking orders placed by customers that follow a special Link from your site to ours that occur within a defined time period after the initial referral, which may change from time to time at our discretion. We will pass a cookie to these visitors that will contain your unique site identifier that will allow us to compensate you accordingly. We will refer to these returning customer, cookie identified sales as Return Day Sales. We reserve the right to reject orders that do not comply with certain requirements, which we periodically may establish or amend. We reserve the right to reject orders that are placed outside our distribution area of the United States, all United States Protectorates, Canada, the Caribbean, Mexico, Central America and South America. We will be responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns, and related customer service. We will track the volume and amount of sales generated by your site and will make available to you un-audited reports summarizing this sales activity. The form, content, access or delivery, and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our sites are properly formatted.

5. Commission Determination
Subject to the terms and conditions of this Agreement, we will pay you a commission based on net sales and net return day sales for all Products purchased by a customer following a Link from your web site to ours. For a Product sale to generate a commission, the customer must follow a Link from your web site to any domestic United States site operated by John Wiley & Sons, Inc. or return to any domestic United States site operated by John Wiley & Sons, Inc. within the defined time period, purchase a Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. Commission on returned Products and refunds will be deducted from your next monthly payment. Payment of any commission is expressly conditioned on your supplying to us sufficient information to complete a 1099 Miscellaneous Income tax form for all payments to you.

6. Commission Rates
Commission rates will be based on the amount actually paid to us for purchases within our distribution area, excluding amounts collected by us for taxes, shipping and handling costs, fees and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). We currently have three commission tiers. These tiers are determined by cumulative Net Sales that offer you different commission rates. The following descriptions and commission rates are for information purposes only, and are subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change or changes in the applicable commission rate(s) in a timely manner. Our current commission rates are as follows:

1. Commission rates on books:

i. Monthly Net Sales up to $1,600
On monthly Net Sales up to and including $1,600, the commission rate on books will be equal to seven and a half percent (7.5%) of Net Sales for Qualifying Purchases of books.

ii. Monthly Net Sales Between $1,601 and $3,300
On monthly Net Sales from $1,601 up to and including $3,300, the commission rate on books will be equal to nine percent (9%) of Net Sales for Qualifying Purchases of books.

iii. Monthly Net Sales Greater than $3,300
On monthly Net Sales greater than $3,300, the commission rate on books will be equal to ten percent (10%) of Net Sales for Qualifying Purchases of books.

2. Commission rates on journals:

iv. Monthly Net Sales up to $1,600
On monthly Net Sales up to and including $1,600, the commission rate on journals will be equal to seven and a half percent (7.5%) of Net Sales for Qualifying Purchases of journals.

v. Monthly Net Sales Between $1,601 and $3,300
On monthly Net Sales from $1,601 up to and including $3,300, the commission rate on journals will be equal to nine percent (9%) of Net Sales for Qualifying Purchases of books.

vi. Monthly Net Sales Greater than $3,300
On monthly Net Sales greater than $3,300, the commission rate on journals will be equal to ten percent (10%) of Net Sales for Qualifying Purchases of journals.

3. Commission rates on electronic products:

vii. Monthly Net Sales up to $1,600
On monthly Net Sales up to and including $1,600, the commission rate on electronic products will be equal to seven and a half percent (7.5%) of Net Sales for Qualifying Purchases of electronic products.

viii. Monthly Net Sales Between $1,601 and $3,300
On monthly Net Sales from $1,601 up to and including $3,300, the commission rate on electronic products will be equal to nine percent (9%) of Net Sales for Qualifying Purchases of electronic products.

ix. Monthly Net Sales Greater than $3,301
On monthly Net Sales greater than $3,300, the commission rate on electronic products will be equal to ten percent (10%) of Net Sales for Qualifying Purchases of electronic products.

7. Affiliate Bonuses From time to time or at any time, we reserve the right to compensate you for your performance. Affiliate bonuses may be granted based on number of shipped orders, but are not limited to this reason. We reserve the right to conclude or change any bonus programs that we issue.

8. Commission Payment
We will pay your commissions on a monthly basis. Approximately 30 days following the end of each calendar year month, we will send you a check for the commissions earned on Net Sales of Product that we shipped during that month, less any taxes that we are required by law to withhold. Bonuses, if you are eligible to receive any, will be included in monthly compensation checks. However, if the commissions payable to you for any month are less than $25.00, we will hold these commissions until the total amount due is at least equal to $25.00.

9. Reports on Sales
Upon becoming an Affiliate, you will be given a password that will allow you to access our password-protected site, Wiley.Reporting.net. This site will allow you to receive your sales statistics and online reporting on a daily basis.

10. Policies and Pricing
Customers who buy Wiley Products through the Affiliate Network will be deemed to be customers of John Wiley & Sons, Inc. Accordingly, all John Wiley & Sons, Inc.’s rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Products sold under the Affiliate Network in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee either the availability or price of any particular Product.

To ensure protection of information collected from Users on our Sites, John Wiley & Sons, Inc. maintains a Privacy Policy that may change from time to time. Click here to view our Privacy Policy.

100445 11. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent. You also agree to use your best efforts to participate in our publicity initiatives, press releases, and marketing programs relating to your participation in the Affiliate Network, upon our request.

12. Licenses and Use of John Wiley & Sons, Inc. Logos and Trademarks
We grant you a non-exclusive, non-transferable, revocable right to access our sites through Links solely in accordance with the terms of this Agreement, and solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Material") solely for the purpose of selling Products on your site for John Wiley & Sons, Inc. You may not alter, modify or change the Licensed Material in any way. You are only entitled to use the Licensed Material to the extent you are a member, in good standing, of the Affiliate Network.

You shall not make any specific use of any Licensed Material for purposes other than selling Products for John Wiley & Sons, Inc., without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any way that suggests sponsorship of your site or any products or services other than our Products. You agree not to file for any trademark, domain name or other application that incorporates all or part of any of the Licensed Materials. You agree not to use the Licensed Material in any manner that is disparaging or that otherwise portrays John Wiley & Sons, Inc. in a negative light. We reserve all of our rights in the Licensed Materials and all of our other proprietary rights. We may revoke the rights granted to you pursuant to this section at any time by giving you notice, either in writing or electronically. You shall obtain no rights in and to the Licensed Material, through use or otherwise. The rights granted to you pursuant to this section shall terminate automatically upon the expiration or termination of this Agreement.

13. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks
You grant to us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote, and publicize in any manner our rights hereunder; provided that, we shall not be required to so advertise, market, promote, or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use same in the manner contemplated herein, and such grant does not and will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate automatically upon the expiration or termination of this Agreement.

14. Obligations Regarding Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting Product reviews, descriptions and references on your site and linking those descriptions to our catalog; the accuracy and proprietary of materials posted on your site (including, but not limited to, all John Wiley & Sons, Inc. Product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; do not violate any applicable law or regulation, including but not limited to the Children’s Online Privacy Protection Act of 1998. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, and maintenance of your site.

You hereby agree that your site will not, in any way, copy or resemble the look and feel of our sites nor will you create the impression that your site is one of our sites or is a part of our sites, nor will you frame any page on the sites operated by John Wiley & Sons, Inc. being viewed by a user of your site who links to our sites through a Link.

15. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Network application (by provision of a password) and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. You are only eligible to earn commission on sales occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or the Product(s) refused or returned and the amount payable is greater than $50.00. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

16. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Notice of any change by email, to your address on our records, or the posting on our site(s) of a change notice or a new agreement, is considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Network rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site(s) or email to you will constitute binding acceptance of this change. Except for any such modifications this Agreement constitutes the sole and entire agreement of the parties.

17. Relationship of Parties
You and John Wiley & Sons, Inc. are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Use of the term "Affiliate" does not connote or denote any legal relationship between us except a contractual relationship according to the terms of this Agreement. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

18. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Network or any Product or other item sold through the Affiliate Network (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our sites will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

19. Representations and Warranties
You hereby represent and warrant to us as follows:

a. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. The execution, delivery, and performance by you of this Agreement, and the consummation by you of the transactions completed hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to which you are subject; any order, judgment or decree applicable to you or binding upon your assets or properties; any provision of your by-laws or certificate of incorporation, operating agreement or any other agreement or other instrument applicable to you or binding upon your assets or properties.

c. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.

d. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trade name, trade or service marks, and, to the best of your knowledge, no basis exists for any such claim, action, or proceeding.

20. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. These confidentiality provisions shall survive the termination of this Agreement.

21. Limitations of Liability
WE WIILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. SOME COUNTRIES, TERRITORIES, STATES, PROVINCES OR SOVEREIGNTIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL DAMAGES SO THE ABOVE LIMIATION OR EXCLUSION MAY NOT APPLY.

22. Indemnification
You hereby agree to indemnify and hold harmless John Wiley & Sons, Inc. and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation or breach of warranty or a covenant or agreement made by you herein, or (c) any claim related to your site, including, without limitation, content therein not attributable to us.

23. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

24. General Provisions
(a) This Agreement will be governed by and interpreted under the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the state and county of New York, and you irrevocably consent to the personal jurisdiction of such courts, and waive any objection to improper venue.

(b) You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective heirs, successors and assigns.

(c) If any part of this Agreement is invalid or unenforceable, that part will be construed, limited or severed so as to eliminate its invalidity or unenforceability. If any provision(s) of this Agreement is held, for any reason, to be illegal, invalid or unenforceable in any circumstance or jurisdiction, the remaining provisions will nonetheless be legal, valid and enforceable provisions, and the affected provision(s) will remain legal, valid and enforceable in other circumstances or jurisdiction.

(d) Headings and divisions in this Agreement are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

(e) The terms of this Agreement that expressly or by implication are intended to continue beyond its termination will survive such termination.

(f) Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.