Terms of Use and Privacy Statement

Marketing Affiliate Program Terms and Conditions

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT
CAREFULLY.

This document sets out the terms and conditions applying to
you (the “Affiliate Marketer”) and us (“Trinity College London Press”). It sets
out terms and conditions that apply to the Affiliate Marketer and governs our
business relationship. It is a legal document so please read the contents
carefully to make sure you understand everything.

The Teacher Marketing Affiliate Program Agreement applies to
your participation in our Teacher Marketing Affiliate Program (the “Affiliate
Program”).  You must agree to these terms and conditions if you wish to be
part of our Affiliate Program, we update these terms and conditions from time
to time. If we do so, we shall inform you electronically either by e mail or by
some other means such as via an in-app notification. If you decide you do not
agree with the updated or any new terms and conditions, you may terminate your
participation in the Affiliate Program.

We periodically update these terms. We might also choose to
replace these terms in their entirety if, for example, the Affiliate Program
changes, ends, or becomes part of an existing program, including our partner
programs. If we update or replace the terms, we or the Affiliate Software Provider
will let you know via electronic means, which may include an in-app
notification or by email. If you don’t agree to the update or replacement, you
can choose to terminate as we describe below.

Definitions

“Trinity College London Press” means a company owned,
operated or controlled by Trinity College London Press or Trinity College
London.

“Teacher Marketing Affiliate Program” means our marketing
affiliate program as set out in this Agreement.

“Affiliate Lead” means a potential customer who clicks on
your Affiliate Link that we have made available to you via the Affiliate
Software.  

“Affiliate Link” means the unique tracking link given to you
that you place on your site or promote through other media channels.

“Affiliate Policies” means the policies applicable to
affiliates which we may make available to you from time to time.

“Affiliate Software” means the software that we make
available to you via Affiliatly.com when you are accepted into the Affiliate
Program and for you to use to participate in the Affiliate Program.

"Agreement" means this Marketing Affiliate Program
Agreement and all other documents, materials referred to or linked to in this
agreement.

“Commission” means an amount described in the Affiliate
Software (or if applicable, in the Program Policies) for each Customer
Transaction made because of your Affiliate Link.

“Customer” means the authorized actual user of the Trinity
College London Press Products who has purchased or signed up for the Trinity
College London Press products from an Affiliate Lead.

“Customer Transactions” means those transactions by
Affiliate Leads that are eligible for Commission pursuant to the ‘Customer
Transactions’ section of this Agreement. Customer Transactions include customer
purchases, as described in the Affiliate Software.

"Customer Data" means all information that
Customer submits or collects via the Trinity College London Press Products and
all materials that Customer provides or posts, uploads, inputs, or submits for
public display through the Trinity College London Press Products.

"Trinity College London Press Content" means all
information, data, text, messages, software, sound, music, video, photographs,
graphics, images, and tags that we incorporate into our services.

“Trinity College London Press Products” means all products
made available by us through the Affiliate Program.

“Program Policies Page” means the landing page: https://www.trinitycollegelondonpress/affiliates/policies
where we will provide all the up-to-date guidelines and policies for the
Affiliate Program.

"We", "us", “our”, and “Trinity College
London Press” means Trinity College London Press,

“You” and “Affiliate Marketer” means the party, other than
Trinity College London Press, entering into this Agreement and taking part in
the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement
between you and us. Both parties shall have the right to recommend other
products and services of third parties and to work with other parties in
connection with products and services offered by third parties.

Affiliate Acceptance

Once you accept these terms and conditions and complete an
application to become an Affiliate Marketer, we will review your application
and notify you whether you have been accepted to participate in the Affiliate
Program, or not. 

If you are accepted to participate in the Affiliate Program,
then upon notification of acceptance, the terms and conditions of this
Agreement shall be in full force and effect, unless or until terminated,
pursuant to the terms set forth below.  Further, you may be required to
complete other enrolment criteria that we may inform you of on our website to
be part of our Affiliate Program, if applicable. If you fail to complete any further
enrolment requirements within thirty (30) days of your acceptance, we may
immediately terminate this Agreement and you will no longer be able to
participate in the Affiliate Program.

You will always comply with the terms and conditions of this
Agreement, including any other applicable policies.

Customer Transactions 

Affiliate
Program Limits. Each accepted Affiliate Lead will expire according to
the information provided in the Affiliate Software from the date the
Affiliate Lead clicked on the Affiliate Link that was made available by
you. We will pay you Commission as described in the Affiliate Software for
each new Customer who completes an applicable Customer Transaction after
clicking on an Affiliate Lead made available by you, subject always to you
still being eligible to receive Commission pursuant to the terms of this
Agreement. 

Eligibility.
To be eligible for Commission (i) an Affiliate Lead must be accepted and
valid in accordance with these terms and conditions and those of
Affiliatly.com (ii) a Customer Transaction must have occurred,
(iii) a Customer must remain a customer during the locking period in
the Affiliate Software. You are not eligible to receive Commission or any
other payment if: (i) such compensation is not allowed or limited by laws
of England and Wales or your local jurisdiction; (ii) the Commission
payment has been obtained by fraudulent means including but not limited to
misuse of the Affiliate Link, in violation of any of our Affiliate Program
Policies , misuse of the Affiliate Software or by any other means that we
deem to breach  of our Marketing
Affiliate Program.

Acceptance
and Validity. You will only be eligible for a Commission payment for
any Customer Transactions that derived from Affiliate Leads generated by
the Affiliate Link that we make available to you and are accepted by
Trinity College London Press. An Affiliate Lead will be considered valid
and accepted if, in our reasonable determination: (i) it is a new
potential customer, and (ii) is not, at the time of submission or ninety (90)
days prior, a pre-existing customer of Trinity College London Press, or
involved in our active sales process. You will only be eligible for
commission if a purchase is made and not refunded. You will not be
eligible for commission if the Affiliate Lead decides to purchase but does
so after the expiry, removal or termination of the cookie.  An
Affiliate Lead is not considered valid if the click on the Affiliate Link
is after this Agreement has expired or terminated.  

Commission
and Payment. In order to receive payment under this Agreement, you
must have: (i) agreed to the terms of this Agreement ; (ii) completed all
steps necessary to create your account in the Affiliate Software in
accordance with the instructions, (iii) have a valid and up-to-date
payment method in the  Affiliate Software with such account (iv)
completed any and all required tax documentation in order for the
Affiliate Software to process any payments that may be owed to you.

Requirements
for Payment; Forfeiture. Notwithstanding the foregoing or anything to
the contrary in this Agreement, if any of the requirements set forth in
section 4(a)(i-iv) remain outstanding for six (6) months immediately
following the close of a Customer Transaction, then your right to receive
Commission arising from all Customer Transactions with the associated
Customer will be forever forfeited (each, a “Forfeited Transaction”). We
will have no obligation to pay you Commission associated with a Forfeited
Transaction. Once you comply with all the requirements in section
5(a)(i-iv), then you will be eligible to receive Commission on Customer
Transactions, as long as these Customer Transactions do not involve the
same Customer associated with a Forfeited Transaction.

Commission
Payment. We or the Affiliate Software will determine the currency in
which we pay the Commission, as well as the applicable conversion rate. You
will only be entitled to receive one Commission payment on any given
Customer Transaction). You are responsible for payment of all taxes and
fees (including bank fees) applicable to the Commission. We reserve the
right to alter or change the Commission amount as per the Affiliate
Software. 

Trademarks and Brand

Nothing in these terms and conditions grants you the right
to use Trinity College London Press or Trinity College London trademarks.  

You shall not:

a)      
hold yourself out as representing or as being
endorsed by us or any of our group companies; or

b)     
engage in conduct which is prejudicial to our
interests, inconsistent with our brand values, or which may bring us into
disrepute,

and you agree that a breach of this provision will
constitute a material breach of the Agreement.

Proprietary Rights 

Trinity
College London Press’s Proprietary Rights.  No license to any
software is granted by this Agreement. The Trinity College London Press
Products are protected by intellectual property laws. The Trinity College
London Press Products belong to and are the property of us or our
licensors (if any). We retain all ownership rights in the Trinity College
London Press Products. You agree not to copy, rent, lease, sell,
distribute, or create derivative works based on the Trinity College London
Press Content, or the Trinity College London Press Products in whole or in
part, by any means, except as expressly authorized in writing by us. If
you wish to use Trinity College London Press Content, you must comply with
our Content Usage Guidelines here or communicated to you. Trinity College
London Press, the Trinity College London Press logos, and other marks that
we use from time to time are our trademarks and you may not use them
without our prior written permission. As between you and Customer,
Customer retains the right to access and use the Customer portal
associated with the Trinity College London Press Products.

Confidentiality  

As used herein, “Confidential Information” means all
confidential information disclosed by a party ("Disclosing Party") to
the other party (“Receiving Party”), (i) whether orally or in writing, that is
designated as confidential, and (ii) Trinity College London Press customer and
prospect information, even it if has not been designated as confidential.
Confidential Information does not include any information that (i) is or
becomes generally known to the public or (ii) was known to the Receiving Party
prior to its disclosure by the Disclosing Party.  The Receiving Party
shall: (i) protect the confidentiality of the Confidential Information of the
Disclosing Party using the same degree of care that it uses with its own
confidential information, but always using reasonable care, (ii) not use any
Confidential Information of the Disclosing Party for any purpose outside the
scope of this Agreement, (iii) not disclose Confidential Information of the
Disclosing Party to any third party, and (iv) limit access to Confidential
Information of the Disclosing Party to its employees, contractors and agents.
The Receiving Party may disclose Confidential Information of the Disclosing
Party if required to do so under any law, regulation or as part of legal
proceedings.

Term and Termination

Term.
This Agreement will apply for as long as you participate in the Affiliate
Program, until terminated.

Termination
Without Breach.  Both you and we may terminate this Agreement on fourteen
(14) days written notice to the other party.

Termination
for Agreement Changes. If we update or replace the terms of this
Agreement, you may terminate this Agreement on five (5) days written
notice to us, save that notice may not be served after seven (7) days from
our notice of the change.

Termination
for Breach.  We may terminate this Agreement: (i) upon seven (7)
days’ notice to you of a material breach if such breach remains uncured at
the expiration of such period, (ii) immediately, if you become the subject
of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of
creditors, (iii) immediately, if we determine that you are acting, or have
acted, in a way that has or may 
have an adverse effect on us, our prospects, or our customers.

Effects
of Expiration/Termination.  Expiration of this Agreement, and
termination of this Agreement: (i) without breach by us,(ii) by you as a
result of breach, (iii) by you according to the ‘Termination for Agreement
Changes’ section, shall not affect our obligation to pay you a Commission,
so long as the related payment by the Customer Transaction is recognized
by us within thirty (30) days after the date of such termination or
expiration  of the Agreement. We
will not pay you fees on Customer Transactions recognized by us after
thirty (30) days after the date of such termination or expiration set out
above.  Provided however, in the event of termination without cause
by you, or for cause by us, our obligation to pay and your right to
receive any Commission will terminate upon the date of such termination,
regardless of whether you would have otherwise been eligible to receive
Commission prior to the date of termination. Except as expressly set forth
in this section, you are not eligible to receive a Commission payment
after expiration or termination of this Agreement. Upon termination or
expiration, you will discontinue all use of and delete the Affiliate
Software. Upon termination or expiration, we may choose to maintain any
Affiliate Lead in our database and engage with such prospect.

Upon termination or expiration, you will immediately remove all references
related to this Affiliate Program from your website(s) and other materials
made available or supplied to you.

Affiliate Marketer Representations and Warranties

You represent and warrant that: (i) you have all sufficient
rights and permissions to participate in the Affiliate Program and to provide
Trinity College London Press with Affiliate Lead’s for our use in sales and
marketing efforts as set out in this Agreement, (ii) your participation in this
Affiliate Program will not conflict with any of your existing agreements or
arrangements.

You further represent and warrant that: (i) you will ensure
that you are compliant with any trade or regulatory requirements that may apply
to your participation in the Affiliate Program ; (ii) you will accurately
provide in the Affiliate Software all websites and domains you own where you
intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not
purchase ads that direct to your site(s) or through an Affiliate Link that
could be considered as competing with Trinity College London Press’s own
advertising, including, but not limited to, our branded keywords; (iv) you will
not use  or take part in cookie stuffing
or pop-ups and false or misleading links must never be used; (v) you will not
attempt to mask the referring URL information; (vi) you will not use any
mechanisms to deliver leads other than through an intended consumer which
includes but is not limited to, sourcing leads through compilations of personal
data such as phonebooks, using fake redirects or other tools or automation
devices to generate leads such as by way of artificial intelligence robots,
lframes, or hidden frames), or offering incentives to encourage purchases or
signups unless approved by us.  

Indemnification

You will indemnify, defend and hold us harmless, at your
expense, against any third-party claim, suit, action, or proceeding (each, an
"Action") brought against us (and our officers, directors, employees,
agents, service providers, licensors, and group companies by a third party not
affiliated with us to the extent that such Action is based upon or arises out
of your participation in the Affiliate Program and/or our use of the prospect
data provided by you or your noncompliance with or breach of this Agreement,  your use of the Affiliate Software. You shall
not make or accept any settlement that imposes an obligation on Trinity College
London Press or requires us to make an admission or imposes any liability on us
that has not been approved in writing by us.

Disclaimers; Limitations of Liability

Disclaimer
of Warranties. WE AND OUR GROUP COMPANIES AND AGENTS MAKE NO
REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY,
SECURITY OR ACCURACY OF THE TRINITY COLLEGE LONDON PRESS PRODUCTS, TRINITY
COLLEGE LONDON PRESS CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE
SOFTWARE FOR ANY PURPOSE. THE SOFTWARE MAY NOT BE AVAILABLE AT ALL TIMES.
TO THE EXTENT PERMITTED BY LAW, THE TRINITY COLLEGE LONDON PRESS PRODUCTS
AND AFFILIATE SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OR
CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY
KIND WITH REGARD TO THE TRINITY COLLEGE LONDON PRESS PRODUCTS AND THE
AFFILIATE SOFTWARE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHERWISE.

No
Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL
DAMAGES, WHICH SHALL INCLUDE LOSS OF PROFITS OR ANY BUSINESS
OPPORTUNITIES.

Limitation
of Liability. IN THE EVENT THAT A COURT DETERMINES WE HAVE A LIABILITY
TO YOU OR ANY THIRD PARTY, IT IS HEREBY AGREED THAT OUR AGGREGATE
LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE
ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH
PERIOD PRECEDING THE DETERMINATION OF A CLAIM.

Affiliate
Software. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE
SOFTWARE THAT YOU USE.  WE MAKE NO PROMISE TO MAKE THE AFFILIATE
SOFTWARE AVAILABLE TO YOU.

Cookie
Duration. COOKIES USED AS PART OF THE AFFILIATE SOFTWARE HAVE A SET
DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD,
TRINITY COLLEGE LONDON PRESS SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT
MAY HAVE BEEN OWED TO YOU.

General

Amendment;
No Waiver. We may update and change any part or all of this Agreement,
including by replacing it completely. If we update or change this
Agreement, we shall make the new or amended agreement to you by e mail,
through our website or app or through the Affiliate Software. The updated
Agreement will become effective and binding on the next business day after
we have notified you. The most recent version of the Agreement will be
made available at https://legal.Trinity College London
Press.com/marketing-affiliate-program-agreement. You should review this
Agreement periodically.  If you do not agree to the amended or new
Agreement you may terminate the Agreement. No delay in exercising any
right or remedy or failure to object will be a waiver of such right or
remedy or any other right or remedy.

Applicable
Law. This Agreement shall be governed by the laws of England whose
courts in London shall have exclusive jurisdiction.

Force
Majeure. Neither party will be responsible for failure or delay of
performance if caused by an act of war, hostility, or sabotage; act of
God; electrical, internet, or telecommunication outage that is not caused
by the obligated party; government restrictions; or other event outside
the reasonable control of the obligated party.

Permitted
Actions. Except for actions for non-payment or breach of a party’s specific
rights, no action arising out of or relating to this Agreement may be
brought by either party more than one (1) year after the cause of action
has accrued.

Relationship
of the Parties. Both you and we agree that no joint venture,
partnership, employment, or agency relationship exists between you and us because
of this Agreement.

Compliance
with Applicable Laws.  You shall comply and will ensure that any
third parties operating through you will comply with all applicable
foreign and domestic laws, governmental regulations, ordinances, and
judicial administrative orders. You shall not engage in any deceptive,
misleading, illegal, or unethical marketing activities, or activities that
may be detrimental to us, our customers, or to the public. You will not
directly or indirectly export, re-export, or transfer the Trinity College
London Press Products to prohibited countries or individuals or permit use
of the Trinity College London Press Products by prohibited countries or
individuals.

Severability.
If any part of this Agreement is determined to be invalid or unenforceable
by applicable law, then the invalid or unenforceable provision will be
deemed superseded by a valid, enforceable provision as determined by us and
the remainder of this Agreement will continue in effect.

Notices.
Notice will be sent to the contact address set forth herein (as such may
be changed by notice given to the other party), and will be deemed
delivered as of the date of actual receipt.

To Trinity College London Press, Blue Fin Building, 110 Southwark Street,
London, SE1 0SU . Attention: General Counsel

To you: your address as provided in our Affiliate Marketer account
information for you.

We may give electronic notices specific to you by email to your e-mail
address(es) given to us by you in our account information for you. We may
give notice to you by telephone calls to the telephone numbers on record
in our account information given to us by you.

Entire
Agreement. This Agreement is the entire agreement between us for the
Affiliate Program and supersedes all other proposals and agreements,
whether electronic, oral or written, between us. We may make versions of
this Agreement available in languages other than English for convenience
only and we do not have any obligation to do so. The English version of
this agreement shall always take precedence and govern our relationship.

Assignment.
You will not assign or transfer this Agreement, which shall include any
assignment or transfer by reason of merger, reorganization, sale of all or
substantially all of its assets, change of control or operation of law,
without our prior written consent. We may assign this Agreement to any
group company or in the event of merger, reorganization, sale of all or
substantially all of our assets, change of control or operation of law.

No
Third Party Beneficiaries.  Nothing in this Agreement, express or
implied, is intended to or shall confer upon any person or entity except
the parties hereto any benefit, right, or remedy of any kind under or pursuant
to this Agreement.

Program
Policies Page. We may change the Program Policies from time to time
and your participation is subject to the Program Policies which may change
from time to time.

No
Licenses. We grant to you only the rights and licenses expressly
stated in this Agreement. All other rights in our products, trademarks or
otherwise are expressly reserved to Trinity College London Press

Sales
by Trinity College London Press. This Agreement shall in no way limit
our right to sell the Trinity College London Press Products in any manner
we deem fit to existing or new customers.

Authority.
Each party represents and warrants to the other that it has full power and
authority to enter into this Agreement and abide by the terms herein which
are fully enforceable at law.

Survival.
The following sections shall survive the expiration or termination of this
Agreement: Confidentiality, ‘Commission and Payment’, Termination and
Expiration”, ‘Proprietary Rights’, ‘Indemnification’, “Limitation of
Liability”, ‘Disclaimers; ‘Non-Solicitation’.

Data
Processing and Protection. The parties acknowledge that in connection
with the Marketing Affiliate Program, each party may provide or make
available to the other party Personal Data. To the extent that any
Personal Data is processed in connection with the terms set forth in the
Trinity College London Press Business Partner Data Processing Agreement (posted
at: https://trinitycollegelondonpress.com/dataprotection), which are
hereby incorporated by reference, shall apply. Each party shall process
the copy of the Personal Data in its possession or control: (i) in
accordance with the Trinity College London Press Business Partner DPA (ii)
as an independent controller (not as a joint controller with the other
party) (iii) for the purposes described in this Agreement; and/or (iv) as
may otherwise be permitted under Applicable Data Protection Law. Trinity
College London Press shall be an independent controller of any Personal
Data that it receives or shares with Affiliate Marketer.