General Terms and Conditions of Business

Date: 13 June 2014

1 Introduction

Welcome to Babbel! Babbel is an online learning system ("Babbel") operated by Lesson Nine GmbH, ( “Lesson Nine”) with headquarters at Bergmannstr. 5, 10961 Berlin, Tyskland, under the internet domain www.babbel.com which you can use to improve your knowledge of languages in an easy and efficient manner. Babbel is available over your internet browser, but also through mobile applications and PC software.

With your registration with Babbel you (the "User") agree to these general terms and conditions of business ("T&C"). By completing the registration you enter into a valid contract with Lesson Nine. Please read these T&C carefully, as they make up the legal framework applying to the use of Babbel.

Babbel offers some free content and features, but it is not completely cost-free. Services that are only offered for payment are clearly detailed and marked on the www.babbel.com. The content is professionally produced and ad-free. To allow for a high standard of technology and learning material, fees are necessary. However they are not charged without explicit warning to the User. The User will not be charged for limited, trial use, nor through registration. Babbel exclusively addresses private individuals or final consumers, so that only they may be registered.

Please take a look at the details on data protection.

2 Scope, Definitions

The T&C apply to all non-commercial Users of Babbel. Any deviating or supplementary provisions agreed upon the conclusion of the contract shall only apply if agreed between the parties and drawn up in writing. The T&C apply both to free services and services against payment provided by Babbel.

3 Registration and Conclusion of the Contract

3.1 Each User may only register once. The User is obligated to provide complete and truthful information in the sections provided on the registration form. The User agrees to the publication of its User name, its profile information including but not limited to language combinations, Babbel-Score, online status and date of registration as well as additional information voluntarily provided, including the profile image. The email address will not be published.

3.2 The contract between the User and Lesson Nine regarding the use of Babbel is concluded when the User completes and sends the registration form by clicking the respective order button and the User will also be asked to accept the T&C.

3.3 After registration, Lesson Nine will send the User an automatic confirmation by email. The email contains a hyperlink via which the User can verify that the email address stated is correct. The User undertakes to provide that verification. Until verification is not provided, Lesson Nine may restrict or prevent access to Babbel at any time.

3.4 If prices are quoted at Babbel, they are including the valid statutory turnover tax.

4 Free Use of the Basic Functions of Babbel (Basic Contract)

4.1 Application and registration are free of charge to the User. The use of indicated trial functions at Babbel is free.

4.2 The contract for using the basic functions (basic contract) of Babbel is concluded for an unlimited period and may be terminated without notice by either party to it at any time. To terminate the contract, the User has to remove registration data at the "Profile/settings" menu item by clicking on the "Delete User account" button. After that, the User is sent an email with a link which it must click on to effect cancellation of its registration.

4.3 The User account will be deleted upon termination of the basic contract. After termination of the agreement, the User cannot claim the release or return of contents that it has posted.

4.4 Fees will be charged for full access to content and functions such as language courses if this is indicated and the User orders or books them.

5 Services and Products Subject to Fees (Premium Contracts)

Lesson Nine offers services and products for a charge at Babbel ("Premium Contracts").

6 Billing types, Cancellation, Renewal

6.1 Premium Contracts are available according to current offers as subscription or one-off purchases. Billing type, prices and term are defined in each offer and are summarized prior to the end of the order process. The contract for ordering Premium products becomes binding by pressing the “Purchase” button.

6.2 Premium Contracts with subscriptions are concluded for the time specified in the individual order. The remuneration or the invoice amount for the subscription term is payable on conclusion of the contract. After each subscription term, the contract renews itself automatically according to the term agreed upon (e.g. 3, 6 or 12 months), unless the User cancels the service before the term runs out. The full invoice amount of each renewal term will be charged on the first day of the renewal.

6.3 Premium Contracts with "one-off purchase" can be signalled limited or unlimited. As long as they are indicated to be limited, these are for a given period and terminate without needing to be cancelled.

6.4 Premium Contracts with a subscription term can be terminated by the User by email to info@se.babbel.com. Termination will be confirmed in an email sent by Lesson Nine. If the User terminates its basic contract as described in 4.2 above, then the User's Premium Contracts are terminated upon the termination of the basic contract becoming effective, because it is technically not possible to use the Premium Contracts without the basic contract’s functions. The User is not entitled to any refund of usage fees.

6.5 The right to termination due to cause remains intact.

6.6 Lesson Nine has the right to cancel Premium Contracts at any time without giving reasons with the termination taking effect at the end of the respective term. Basic functions may be terminated at any time.

7 "Money-back Guarantee" for Premium Contracts

7.1 The User is entitled to terminate a premium contract at any time with immediate effect. If the User terminates a premium contract within the first 20 days after concluding the contract, the usage fee paid will be repaid completely. This does not apply for renewals of Premium Services.

7.2 The “Money-back Guarantee” applies in addition to the mandatory cancellation right in accordance with Section 9.

8 Payment Methods

8.1 Usage fees for premium services are payable in advance.

8.2 The user may effect payment by using one of the payment methods specified such as credit card or SEPA direct debit etc.

8.3 When the User achieves access using a voucher code or a course pass, they will have access to the relevant premium service for a limited time. There therefore is no further charge and no corresponding bill. The length of this time depends upon what is specified by the code or pass.

8.4 Billing takes place digitally, a paper billing will not occur. The invoices will be accessible on the website and can be found at http://se.babbel.com/go/account and can be viewed at any time.

8.5 It is deemed to be agreed that a shortened advance notice period of 2 days in Germany, Austria and Spain, and 5 days in other countries, applies to payments by SEPA direct debit.

9 Right of withdrawal for consumers

A consumer is any natural person who concludes a legal transaction for purposes that are not attributable to either their commercial or their independent professional occupation. The following right of withdrawal is only applicable to consumers.

Instructions on withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us (Lesson Nine GmbH, Bergmannstr. 5, 10961 Berlin, Tyskland, Phone: +49 30 779079 516 (Business hours: Monday to Friday from 10.00 a.m. to 2.00 p.m. CET), e-mail: info@se.babbel.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

Model withdrawal form

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

10 Content and Accessibility of the Language Portal and Liability

10.1 Lesson Nine strives to ensure that the language portal functions properly at all times. However, Lesson Nine does not guarantee uninterrupted access.

10.2 For providing its service, Lesson Nine uses the technologies currently and commonly used in the field. To be able to make full use of the services offered by Lesson Nine, the User must likewise use these technologies (e.g. up-to-date browser technologies, Adobe Flash) or enable their use on its computer (e.g. activate Java Script, enable cookies and pop-ups). If older or not commonly used technologies are used, the User might only be able to make limited use of the services provided by Lesson Nine.

10.3 Claims for damage on the part of the User are excluded unless stated otherwise below. The exclusion does not extend to damage claims asserted by the User arising from death or injury to body or health or infringement of essential contractual obligations (cardinal obligations) as well as the liability for other loss or damage caused by a premeditated or grossly negligent contractual infringement on the part of Lesson Nine, its legal representatives or vicarious agents. Essential contractual obligations are those which must be met to achieve the goal intended by the contract. A "cardinal obligation" or "essential contractual obligations" are obligations the discharge of which enables the contract to be properly performed in the first place and the contracting party usually relies on and may rely on.

10.4 In the event of infringement of essential contractual obligations, Lesson Nine shall only be liable for contractually typical, foreseeable loss or damage if the infringement was due to ordinary negligence unless it is a case of damage claims asserted by the User arising from death or injury to body or health.

10.5 The restrictions as set forth under Sections 10.3 and 10.4 shall also apply to the benefit of Lesson Nine's legal representatives and vicarious agents if claims are asserted against them directly.

11 Copyrights, Trademark Rights, Property Rights and Rights to the Use of Names

Unless content is expressly labelled as creative commons all texts, images and other works created by Lesson Nine and distributed within the context of the language portal are protected by copyright and any use outside of the language portal requires Lesson Nine’s prior approval.

12 User Generated Content

12.1 Through the interactive use of Babbel, Lesson Nine offers each User the opportunity to transfer self-generated contents (such as images, translations or texts) to Lesson Nine and to post them at Babbel so that they may be accessible to the public.

12.2 The User hereby grants Lesson Nine a perpetual, worldwide, non-exclusive, free and transferable right to make such content available to the public and to modify it in and to all content, like vocabulary listings, manuals, advises transferred to and published on Babbel.

12.3 Lesson Nine may at anytime remove or delete any content published by the User in its own discretion.

12.4 Being of age and proper registration via a User account is a prerequisite for posting contents. All contents transferred and, if applicable, posted by Users can be traced back to the self-chosen User name.

12.5 The User accepts that the opportunity to post contents is only granted for personal, non- commercial use. Therefore, the User is not entitled to post such content with which it intends to pursue commercial interests, in particular advertising.

12.6 The User itself shall ensure that its registration information cannot be misused by third parties. In this context the User is particularly obligated to block all third-party access to its registration information. At the consequence of being held personally liable, the User is also responsible for ensuring that the contents it has posted at Lesson Nine are free from viruses, worms, Trojans or other programs that could jeopardise or impair the operability or the existence of the language portal or the websites of other Users.

12.7 The User warrants that the content transferred by the User does not infringe on any third party’s intellectual property rights and that the content can be used in accordance with Section 12.2. This includes any moral rights of any people pictured, mentioned or else referred to in the content.

12.8 Lesson Nine reserves the right to exclude the User from its offer or to limit the User option to publish content if this agreement is breached. Furthermore, the User warrants and represents and shall ensure at the consequence of being held personally liable that the contents posted by it violate neither pertinent statutory or administrative regulations nor - in addition - are harmful to young persons, are pornographic, racist or insulting or in any other similar manner violate morals.

12.9 The rights granted to Lesson Nine by the User and the preceding warranties and releases shall not expire upon termination of the User relationship.

13 Final Provisions

13.1 Agreements between Lesson Nine and the User shall be subject to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2 The Parties agree to exclude those provisions of the German international civil law, that may cause the exclusive application of any other jurisdiction.

13.3 The Parties agree on the exclusive jurisdiction of the courts at the place of business of Lesson Nine, if the User does not have a residence in Germany.

13.4 Should individual points of these T&C be legally invalid, the remaining portions hereof shall be unaffected and remain binding.

13.5 Lesson Nine reserves the right to modify these T&C at any time and without indicating the reason for such modification, as far as those modifications are based upon changes in the services provided by Lesson Nine, changes of Babbel or upon legal changes or changes due to technical requirements. This includes Lesson Nine offering new services. The modified T&C shall be sent to the User in advance by email. If the User does not object to the modified T&C within a period of six weeks, they are deemed to be accepted. If the User objects, Lesson Nine may close the User’s account and receive a refund for any the rest of the respective term. Lesson Nine shall separately point out these legal consequences in the email with the modified T&C.

14 Additional Provisions Applicable for Residents of the United States of America

14.1 If the User is a resident of the United States of America the provisions of this Section 14 shall be applicable in addition to the provisions above or where in conflict with the provisions above, the User may choose which provisions shall be applicable.

14.2 Registration and Conclusion of the Contract

The following addition provisions shall apply:

3.5 The User agrees and acknowledges that the User will never access or use another person’s account without permission.

3.6 The User agrees and acknowledges that the User will not transfer their account to another person or entity without Lesson Nine’s prior written approval.

3.7 [Reserved]

3.8 If the User selects a Username or similar identifier for their account, Lesson Nine reserves the right to remove or reclaim it if Lesson Nine, in its sole discretion, believes it is inappropriate or violates the rights of a third party (including, but not limited to any applicable trademarks).

14.3 Content and Accessibility of the Language Portal and Liability

The following shall replace and supersede Section 10 of the T&C:

10.1 [Reserved]

10.2 [Reserved]

10.3 For providing its service, Lesson Nine uses the technologies currently and commonly used in the field. To be able to make full use of the services offered by Lesson Nine, the User must likewise use these technologies (e.g. up-to-date browser technologies, Adobe Flash) or enable their use on its computer (e.g. activate Java Script, enable cookies and pop-ups). If older or not commonly used technologies are used, the User might only be able to make limited use of the services provided by Lesson Nine. The User is solely liable for any loss or damage incurred by the User, Lesson Nine or any third party caused by the User’s failure to use up-to-date technologies when accessing Babbel.

10.4 [Reserved]

10.5 The content on Babbel (excluding User Generated Content as defined below) and the trademarks, service marks and logos on Babbel are owned or licensed to Lesson Nine, subject to copyright and other intellectual property rights under the law.

10.6 The User agrees (a) not to modify any part of Babbel, except with the express and prior written consent of Lesson Nine; (b) not to download or copy any account information for the benefit of any other party; (c) not to collect or make any use of any product listings, descriptions or prices; not to resell or make any commercial use of Babbel or its contents; not to reproduce, duplicate, copy, sell, resell or otherwise exploit Babbel for any commercial purpose without express written consent of Lesson Nine; not to use any meta tags or any other “hidden tag” utilizing the Babbel name or any Lesson Nine trademarks without the express written consent of Lesson Nine.

10.7 The User agrees not to circumvent, disable or otherwise interfere with security-related features of Babbel or any associated websites and/or tablet and/or mobile applications or features that prevent or restrict use or copying of any content or enforce limitations on Babbel’s use.

10.8 The User agrees not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses Babbel in a manner that sends more request messages to the Babbel and/or Lesson Nine servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Lesson Nine grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Lesson Nine reserves the right to revoke these exceptions either generally or in specific cases. The User agrees not to collect or harvest any personally identifiable information, including account names, from Babbel, nor to use the communication systems provided by Babbel (e.g., comments, email) for any commercial solicitation purposes. The User agrees not to solicit, for commercial purposes, any Babbel Users with respect to their content. In all use of Babbel and all associated services, website and mobile and/or tablet applications, the User agrees to comply with all applicable laws and regulations.

14.4 Copyrights, Trademark Rights, Property Rights and Rights to the Use of Names

The following additional provisions shall apply:

If the User is a copyright owner or an agent thereof, is located within the United States and its territories, and believes that any content on Babbel infringes upon the User’s copyrights, the User may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Lesson Nine’s Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit Lesson Nine to contact the User, such as an address, telephone number, and, if available, an electronic mail address;
  • A statement that the User has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the User is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Lesson Nine‘s designated Copyright Agent to receive notifications of claimed infringement is mentioned in the imprint. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Lesson Nine customer service at: info@se.babbel.com.

14.5 User Generated Content

The following Section shall replace Section 12.8 of the T&C in its entirety:

12.8 Lesson Nine reserves the right, in its sole discretion, to exclude the User from its offer or to limit the User’s option to publish content if these T&C are breached. Furthermore, the User warrants and represents and shall ensure at the consequence of being held personally liable that any still photograph, text, music, audio, video, audio-visual work and sound recordings, computer graphics or visual effects (collectively, “User Generated Content”) posted by the User does not violate any applicable law, statute or administrative regulation and is not threatening, defamatory, indecent, harmful to young persons, pornographic, obscene, offensive to persons of any race, religion or national origin, descriptive or depictive of any graphic violence and/or offensive visual content, liable to incite violence or hatred, in breach or privacy (including uploading any private, financial or sensitive or personally-identifying information) or insulting or in any other similar manner in violation of morals.

14.6 Final Provisions

The following shall replace and supersede Section 13 of the T&C and any contradictory provisions elsewhere in the T&C:

13.1 Agreements between Lesson Nine and the User shall be subject to the laws of the Federal Republic of Germany, except with respect to subject matter that is governed by the federal copyright laws of the United States in which case United State copyright law will apply to the extent of such matters. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2 The Parties agree to exclude those provisions of the German international civil law, that may cause the exclusive application of any other jurisdiction.

13.3 Any failure of Lesson Nine to exercise or enforce any right or provision of the T&C or the Privacy Statement shall not constitute a waiver of such right or provision. Should individual points of these T&C or the Privacy Statement be legally invalid, the remaining portions hereof shall be unaffected and remain binding.

13.4 The User and Lesson Nine acknowledge and agree that these T&C, and the Privacy Statement and any other legal notices published by Lesson Nine and incorporated herein shall constitute the entire agreement between the User and Lesson Nine.

13.5 The Parties agree on the exclusive jurisdiction of the courts at the place of business of Lesson Nine, if the User does not have a residence in Germany.

13.6 These T&C and the Privacy Statement, and any rights and licenses granted hereunder, may not be transferred or assigned by the User, but may be assigned by Lesson Nine without restriction.

13.7 The User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the T&C or the Privacy Statement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13.8 Lesson Nine may, in its sole discretion, modify or revise the T&C at any time, and the User agrees to be bound by all such modifications or revisions. The modified T&C will be posted at this address and so we encourage Users to periodically check these T&C. If the User does not agree to any of these terms or the Privacy Statement, the User should immediately stop accessing and/or using this website or any of the other Babbel services or mobile and/or tablet applications. If the User has paid for Premium Services and objects to the T&C and/or the Privacy Statement, please notify Lesson Nine immediately and we will close the applicable account and issue the applicable User a full refund for the remainder of the applicable term.

15 Additional Provisions Applicable for Residents of Brazil

15.1 If the User is a resident of Brazil the provisions of this Section 15 shall be applicable in addition to the provisions above or where in conflict with the provisions above, the User may choose which provisions shall be applicable.

15.2 In addition to Section 6 and 9 the following information applies:

Renewal: After each term, the contract renews itself automatically according to the term agreed upon (e.g., 3, 6 or 12 months), unless the User cancels the service before the term runs out. The full invoice amount of each renewal term will be charged on the first day of the renewal.

Cancellation: All Premium Contracts can be cancelled, at any time for any party, without reasons, before the respective term runs out. In case the Premium Contracts are cancelled by Lesson Nine without reasons, Lesson Nine shall return to the User the price of the services/products proportionally to the remaining period of the Contract. On the other hand, if the Premium Contract is cancelled by User without reasons, then User will lose the price on its entirety that has already been paid. In addition, the User may regret and opt to give up on the contract within a period of seven days, counted as of the contract’s signature or the receipt of the service. In such case, Lesson Nine shall return to User the amount, duly adjusted, that has been already paid by User. The Premium Contracts may also be cancelled with just cause (fortuitous event or force majeure) by the parties. In this case any price or compensation shall not be due by the parties, it being understood Lesson Nine shall return to User the price of the services/products proportionally to the remaining period of the Contract. The payments and refunds mentioned in this section shall be paid within 30 (thirty) days as of the request for cancellation. The Premium Contracts may be cancelled by User upon the request for termination, which shall be made using the web interface on babble.com or by e-mail sent to the following email: info@se.babbel.com, it being understood that Lesson Nine will send the User an automatic confirmation by email as soon as such email or cancellation request is received, proving that the cancellation of the Premium Contract has occurred.

16 Additional Provisions Applicable for Residents of Spain

16.1 If the User is a resident of Spain the provisions of this Section 16 shall be applicable in addition to the provisions above or where in conflict with the provisions above, the User may choose which provisions shall be applicable.

16.2 These shall be applicable for all services or products offered by Lesson Nine and will be made available to the User prior to entering any agreement, easily accessible and clearly understandable.

16.3 In addition to free content and features provided by Lesson Nine, Lesson Nine may offer services and/or products to the Users through the website on a cost basis. Before using, acquiring or contracting said products or services offered by Lesson Nine, the User must carefully read and accept the T&C governing such products or services as provided in the version currently published and enforced by Lesson Nine at the time of the use, acquisition and/or contracting.

16.4 In addition to Section 3 the following provisions shall be applicable:

3.5.1 Access and browsing through the website does not require registration.

3.5.2 Access to the website by persons under 14 is prohibited, except where they have prior expressed consent from their parents, guardians or legal representatives, who shall be considered as responsible for the actions performed by the minor under their custody, in application of the rules in force. In the event a person under 14 access the website, it shall be presumed that the person has express authorization by its parents, guardians or legal representatives.

3.5.3 In order to purchase any of Babbel’s products and/or services a minimum age of 18 years is required. Upon registration as a User for Babbel’s products and/or services the User will receive a login code/username and password for access.

3.5.4 Each User may only register once. The User is obligated to provide complete and truthful information. Registration is possible in different ways:

  • Registration with your email address and chosen password or;
  • Connection to third party systems such as Facebook Connect, in which case Lesson Nine recommends you to review the terms of use and privacy policy of such systems, not being responsible Lesson Nine for damages caused by third parties to Users.

3.5.5 The password is personal and non-transferable. In the event of request to change the password, the User must change the password pursuant to the rules concerning security and complexity established from time to time by Lesson Nine.

3.5.6 The publication of User personal data on the website shall require the previous acceptance of the privacy policy by the User.

16.5 Activation and use of external social networks which the User is a member, through the website of Lesson Nine, involves the identification and authentication of User, in the external network from which the data will be extracted. User is encouraged to review the terms of use and privacy policy networks where data is imported. In these cases, the User should be aware that when he access these networks, he is leaving the website of Lesson Nine and Lesson Nine has no influence on anything that happens on such social network. Consequently, Lesson Nine assumes no liability for any breaches of security by or within such social networks. Once the data has been imported and incorporated into the Lesson Nine’s system, Lesson Nine guarantees the User the application of the technical and organisational data security measures in accordance with applicable laws.

16.6 In addition to Section 5 the following provisions shall apply:

Premium Services can be purchased by electronic means via the website or application provided by Lesson Nine subject to the User completing all forms and information requested by Lesson Nine during such order process. In any case, the purchase of Premium Services is considered executed when Lesson Nine has received the purchase request, and accepted the form of payment that the User has chosen, after appropriate validation processes.

16.7 In addition to Section 11 the following provisions shall apply:

Lesson Nine owns or has obtained the relevant license over the exploitation rights of the intellectual property of the website, as well as over the intellectual property covering the contents, services and products available through the website. The access to or use of the website or the purchase of the services of Lesson Nine offered through the website will never be deemed a waiver, transfer, license or total or partial assignment of said rights by Lesson Nine except as detailed herein. Deletion or manipulation of the legal copyright credits and any other identification data of the rights of Lesson Nine or its respective owners included within the contents and products is expressly prohibited. Deletion or manipulation of any credits or identification information contained in any software, texts, watermarks and products provided by Lesson Nine is also prohibited. All intellectual property rights are reserved. In particular, it is expressly prohibited to modify, copy, reuse, exploit, reproduce, transform, publicly communicate, make second or subsequent publications, send by mail, transfer, use, treat or distribute by any means all or part of the contents and products included in the website for private or commercial purposes, except with the prior express written approval by Lesson Nine or, should it be the case, owner of the relevant rights.

16.8 In the event that the User may find links in the website to other sites such other sites will be managed by third parties. Lesson Nine has no authority or possibility to review, control or approve all the information, contents, products or services provided by other websites linked from the Lesson Nine websites.

16.9 As a consequence, Lesson Nine assumes no liability for any cause whatsoever in relation to any site linked from the website, in particular, without limitation, about their operation, access, data, information, files, quality and trustworthiness of their products and services, their own links and/or any of their contents, on a general basis.

16.10 In this respect, if the Users have actual knowledge about illegal activities performed through these third party sites, they must immediately communicate this information to Lesson Nine in order to cancel access to the links to such sites.

16.11 Establishment of any type of links from the website to other sites shall not be interpreted as any kind of cooperation or dependence between Lesson Nine and the third party operator of the linked website.

16.12 Lesson Nine reserves the right to modify these T&C as far as those modifications are based upon improvements in the services provided by Lesson Nine, changes of Babbel or upon legal changes or changes due to technical requirements. This includes Lesson Nine offering new services. The modified T&C shall be sent to the User in advance by email. If the User does not object to the modified T&C within a period of four weeks, they are deemed to be accepted. If the User objects, Lesson Nine may close the User’s account and grant a refund for any remaining credit or remaining term in case of subscriptions. Lesson Nine shall separately point out these legal consequences in the email with the modified T&C.

16.13 Language. In the event of discrepancies between the different language versions of these Terms & Conditions, the Spanish version shall prevail for Spanish residents who are consumers. In any other situation, the English version shall prevail.

17 Additional Provisions Applicable for Residents of France

17.1 If the User is a resident of France the provisions of this Section 17 shall be applicable in addition to the provisions above or where in conflict with the provisions above, the User may choose which provisions shall be applicable.

17.2 The following provisions shall replace Section 12:

12.1 Through the interactive use of Babbel, Lesson Nine offers each User the opportunity to transfer self-generated contents (such as, inter alia, images, translations or texts) (hereinafter, collectively the “Content”) to Lesson Nine and to post them at Babbel so that they may be accessible to the public.

12.2 The User hereby grants Lesson Nine a worldwide, non-exclusive, free and transferable right to use the Content on Babble, for the duration of intellectual property rights relating to said Content. This includes, without limitation:

a) The right to reproduce, broadcast, publish, duplicate, print or record all or part of the Content, on any media known now or in the future, in any format;

b) The right to make any version, in any language, of all or part of the Content and, more generally, the right to translate, arrange, modify, adapt and transform all of part of the Content in any format, for any type of use or purpose;

c) The right to use and exploit all of part of the Content in their original version or in such other version as previously defined, by any means;

d) The right to, sell, license or transfer the rights to use, rent or loan copies of the Content in their original version or in such other version as previously defined, with or without a consideration;

e) The right to integrate all or part of the Content, with or without modifications or interfaces;

12.3 Lesson Nine may at anytime remove or delete any Content published by the User in its own discretion.

12.4 Being of age and proper registration via a User account is a prerequisite for posting Contents. All Contents transferred and, if applicable, posted by Users can be traced back to the self-chosen User name.

12.5 The User accepts that the opportunity to post Contents is only granted for personal, non- commercial use. Therefore, the User is not entitled to post such Content with which it intends to pursue commercial interests, in particular advertising.

12.6 The User itself shall ensure that its registration information cannot be misused by third parties. In this context the User is particularly obligated to block all third-party access to its registration information. At the consequence of being held personally liable, the User is also responsible for ensuring that the Contents it has posted at Lesson Nine are free from viruses, worms, Trojans or other programs that could jeopardise or impair the operability or the existence of the language portal or the websites of other Users.

12.7 The User warrants that the Content transferred by the User does not infringe on any third party’s intellectual property rights and that the Content can be used in accordance with Section 12.2. This includes any moral rights of any people pictured, mentioned or else referred to in the Content.

12.8 Lesson Nine reserves the right to exclude the User from its offer or to limit the Users option to publish Content if this agreement is breached. Furthermore, the User warrants and represents and shall ensure at the consequence of being held personally liable that the Contents posted by it violate neither pertinent statutory or administrative regulations nor - in addition - are harmful to young persons, are pornographic, racist or insulting or in any other similar manner violate morals.

12.9 The rights granted to Lesson Nine by the User and the preceding warranties and releases shall not expire upon termination of the User relationship.

17.3 The following shall replace and supersede Section 13 of the T&C and any contradictory provisions elsewhere in the T&C:

13.1 Subject to any mandatory French rules, agreements between Lesson Nine and the User shall be subject to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2 Subject to any mandatory French procedural rules, German courts at Lesson Nine’s place of business shall have exclusive jurisdiction.

13.3 Should individual points of these T&C be legally invalid, the remaining portions hereof shall be unaffected and remain binding.

13.4 Lesson Nine reserves the right to modify these T&C at any time and without indicating the reason for such modification, as far as those modifications are based upon changes in the services provided by Lesson Nine, changes of Babbel or upon legal changes or changes due to technical requirements. This includes Lesson Nine offering new services. The modified T&C shall be sent to the User in advance by email. If the User does not object to the modified T&C within a period of six weeks, they are deemed to be accepted. If the User objects, Lesson Nine may close the User’s account and receive a refund for any the rest of the respective term. Lesson Nine shall separately point out these legal consequences in the email with the modified T&C.

18 Additional Provisions Applicable for Residents of Italy

18.1 If the User is a resident of Italy the provisions of this Section 18 shall be applicable in addition to the provisions above or, where in conflict with the provisions above, the User may choose which provisions shall be applicable.

18.2 In addition to Section 3 the following provisions shall be applicable:

3.5 The User may always correct any errors in data he/she has entered. After an order has been submitted, the User will receive shortly an email confirming receipt of the order.

3.6 The language used to enter any contract through this website is Italian.

3.7 The User is required to carefully read the T&C, which have been made available on the website to enable the User to acknowledge, store and reproduce them pursuant to Article 12, paragraph 3, of the Ecommerce Decree. A copy of the T&C will in any case be sent to the User by email. Contracts with the User will be archived by Lesson Nine with access for the User via this website through his/her account.

18.3 The following provisions shall replace and supersede Section 12:

12.1 Through the interactive use of Babbel, Lesson Nine offers each User the opportunity to transfer self-generated contents (such as, inter alia, images, translations or texts) (hereinafter, collectively the “Content”) to Lesson Nine and to post them at Babbel so that they may be accessible to the public.

12.2 The User hereby grants Lesson Nine a worldwide, non-exclusive, free and transferable right to use the Content on Babble, for the duration of intellectual property rights relating to said Content. This includes, without limitation:

a) the right to reproduce, broadcast, publish, duplicate, print or record all or part of the Content, on any media known now or in the future, in any format;

b) the right to make any version, in any language, of all or part of the Content and, more generally, the right to translate, arrange, modify, adapt and transform all of part of the Content in any format, for any type of use or purpose;

c) the right to use and exploit all of part of the Content in their original version or in such other version as previously defined, by any means;

d) the right to, sell, license or transfer the rights to use, rent or loan copies of the Content in their original version or in such other version as previously defined, with or without a consideration;

e) the right to integrate all or part of the Content, with or without modifications or interfaces.

12.3 Lesson Nine may at any time remove or delete any Content published by the User in its own discretion.

12.4 Being of age and proper registration via a User account is a prerequisite for posting Content. All Content transferred and, if applicable, posted by Users can be traced back to the self-chosen User name.

12.5 The User accepts that the opportunity to post Content is only granted for personal, non- commercial use. Therefore, the User is not entitled to post such Content with which it intends to pursue commercial interests, in particular advertising.

12.6 The User itself shall ensure that its registration information cannot be misused by third parties. In this context the User is particularly obligated to block all third-party access to its registration information. At the consequence of being held personally liable, the User is also responsible for ensuring that the Content it has posted at Lesson Nine are free from viruses, worms, Trojans or other programs that could jeopardise or impair the operability or the existence of the language portal or the websites of other Users.

12.7 The User warrants that the Content transferred by the User does not infringe on any third party’s intellectual property rights and that the Content can be used in accordance with Section 12.2. This includes any moral rights of any people pictured, mentioned or else referred to in the Content.

12.8 Lesson Nine reserves the right to exclude the User from its offer or to limit the User’s option to publish Content if this agreement is breached. Furthermore, the User warrants and represents and shall ensure at the consequence of being held personally liable that the Content posted by it violate neither pertinent statutory or administrative regulations nor - in addition - are harmful to young persons, are pornographic, racist or insulting or in any other similar manner violate morals.

12.9 The rights granted to Lesson Nine by the User and the preceding warranties and releases shall not expire upon termination of the User relationship.

18.4 The following shall replace and supersede Section 13 of the T&C:

13.1 Subject to any mandatory Italian law provision, agreements between Lesson Nine and the User shall be subject to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2 Subject to any mandatory Italian law provision, German courts at Lesson Nine’s place of business shall have exclusive jurisdiction.

13.3 Should individual points of these T&C be legally invalid, the remaining portions hereof shall be unaffected and remain binding.

13.4 Lesson Nine reserves the right to modify these T&C at any time and without indicating the reason for such modification, as far as those modifications are based upon changes in the services provided by Lesson Nine, changes of Babbel or upon legal changes or changes due to technical requirements. This includes Lesson Nine offering new services. The modified T&C shall be sent to the User in advance by email. If the User does not object to the modified T&C within a period of six weeks, they are deemed to be accepted. If the User objects, the User should immediately stop accessing and/or using this website or any of the other Babbel services. If the User has paid for Premium Services and objects to the T&C, the User shall notify Lesson Nine without undue delay and Lesson Nine will close the User’s account and issue the applicable User a full refund for the remainder of the applicable term. Lesson Nine shall separately point out these legal consequences in the email with the modified T&C.

Lesson Nine GmbH: Headquarter at Bergmannstr. 5, 10961 Berlin, Tyskland