Ordering?Terms and Conditions

Effective Date of Last Update: May 15, 2020

1. Terms.

These?Terms and?Conditions (these?Terms) apply to all purchases?(each, an “Order”)?of Knewton Online Courseware (the?Online Courseware) from John Wiley & Sons, Inc. (“Wiley”).?If you? have?entered into a separate??agreement with?Wiley?(for example, an Online Courseware Agreement or Distribution Agreement), then to the extent that agreement contradicts any terms set forth in these Terms, that agreement shall supersede these Terms with respect to such contradicting terms. The Order?and these Terms constitute an order to purchase Online Courseware by?you?on behalf of end users. Upon submitting an Order,?you?agree to be bound by both the Order and these Terms.?

2. Fees.

As consideration for access to the Online Courseware for the relevant?subscription?period?(as defined below),?you?will pay Wiley either (i) the applicable fees based on the pricing as stated on Wiley’s website at the time of?placing the?Order (available here http://www.cojuvo.com/where-to-purchase/) or (ii) the price as set forth in the separate agreement entered into between Wiley and?you.?When you place your order, Wiley shall assess and invoice?you?the Fees for the number of subscriptions requested in the applicable Order. Invoices shall be due within thirty (30) days?after?the date?of your?Order. Overdue amounts shall accrue interest at the lower of the rate of one and one-half percent (1.5%) per month or the highest legal interest rate. Wiley reserves the right (in addition to any other rights or remedies Wiley may have) to suspend?your access or your end users’ access to?the Online Courseware?in the event of nonpayment.?

3. Taxes.

You?shall be responsible for all applicable taxes, licenses duties, fees or other charges applicable to the delivery and sale of?the Online Courseware?to you?other than?taxes based on Wiley’s income.?If?you have?tax exempt status, please forward a copy of?your?exemption certificate with?your?payment.?

4. Return Policy.?

You?may return unused/un-activated access codes within thirty (30) days?after?your?Order?for a full refund by contacting customer service at?support@knewton.com or 212-KNEWTON?and providing the (i)?Order?information (order number, order date, account number, ISBN, purchase price)?and (ii) the access code information. Used/activated access codes may not be returned.?Wiley?will process?credits for?any valid returns within thirty (30) days?after?request.?

5. End Users.??

Each end user or prospective end user?of the Online Courseware is required to?accept the end user license agreement?available at?www.cojuvo.com/resources/terms/?in order to obtain access to the Online Courseware.????

6. Subscription Period.?

The subscription period for each?subscription?shall be 24 months from the activation of such?subscription?(via registration in?Wiley’s?system) by the relevant end user and shall further consist of (i) the applicable academic term during which the end user will have full access to the applicable Online Courseware and (ii) any remaining period following such academic term during which the end user will have access to certain non-adaptive content, historical recommendation data and profile data.?

7. Ownership.

The?Online Courseware?and all copyright, patent, trade secret and other intellectual and proprietary rights in the?Online Courseware, are and remain the valuable property of?Wiley?and/or its licensors.?You?acknowledge that?you?neither own?nor acquire any rights, title or interest in or to the?Online Courseware?not expressly granted these Terms.??

8. Product Warranty.?

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE?ONLINE COURSEWARE?PROVIDED HEREUNDER?IS?PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF?MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.?

9. Limitation of Liability. ?

WILEY’S LIABILITY SHALL BE LIMITED TO THE?FEES?PAID BY?YOU?FOR THE?ONLINE COURSEWARE?ON THE RELEVANT?ORDER, OR AS SET FORTH IN A SEPARATE AGREEMENT. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL?WILEY?BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, LOSS OF?DATA, OR FOR ANY OTHER CLAIM, EXPENSE, LIABILITY OR LOSS OTHERWISE ARISING FROM ANY SALE OF?ONLINE COURSEWARE?TO?YOU.?

10. Applicable Law.?

The?Order?(including these Terms) shall be subject to the laws of the State of New York, excluding its conflicts of laws provisions.??