General Terms and Conditions of Business

Date: November 1, 2009

Welcome to Babbel! Babbel is an online platform (hereinafter referred to as "Babbel") operated by Lesson Nine GmbH under the internet domain www.babbel.com which you can use to improve your knowledge of languages in an easy and efficient manner. With your registration with Babbel you (hereinafter referred to as "user") agree to these general terms and conditions of business (hereinafter referred to as "T&C"). The registration is a valid contract between the user and Lesson Nine GmbH, Großbeerenstrasse 81, 10963 (hereinafter referred to as "Lesson Nine"). Please read these T&C carefully, as they make up the legal framework applying to the use of Babbel. Babbel is not cost-free. The content is professionally produced and ad-free. To allow for a high standard of technology and learning material, fees are necessary. In particular cases the user has the opportunity to test Babbel free and without obligation. The user will not be charged for this type of limited, trial use, nor through registration. Automatic transition from a free membership to a membership subject to charge is ruled out. Babbel exclusively addresses private individuals or final consumers, so that only they may be registered.

1 Scope, Definitions

1.1 The T&C apply to all users of Babbel. Any deviating or supplementary regulations shall only apply if drawn up in writing and signed by the user and Babbel. The T&C apply both to free services and services against payment provided by Babbel.

1.2 Lesson Nine reserves the right to modify these T&C at any time and without indicating the reason for such modification. 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. Lesson Nine shall separately point out these legal consequences in the email with the modified T&C.

2 Registration and Conclusion of the Contract

2.1 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 shall be liable without restriction for loss or damage resulting from an incomplete or untruthful registration. Lesson Nine is entitled to verify the user's details on a random basis. The user agrees to the publication of its user name, its profile information as well as its profile image. The email address will not be published.

2.2 The contract between the user and Lesson Nine regarding the use of Babbel is concluded when the user completes and sends the registration form. The form can only be sent if the option "I consent to the T&C" is selected and thus the provisions of the contract are accepted.

2.3 On receipt of the application, 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. If verification is not provided, then Lesson Nine may restrict or prevent access to Babbel at any time.

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

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

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

3.2 The registration 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.

3.3 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.

3.4 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.

4 Services and Products Subject to Fees (Premium Contracts)

5.1 Lesson Nine offers services and products for a charge at Babbel ("premium services").

5.2 Premium contracts are concluded after successful payment and sending of the invoice to the email address stated. As a rule, the minimum usage period of premium contracts is three months from the day the contract is concluded.

5 Billing types, Cancellation, Renewal

5.1 Premium products are available according to current offers as subscription or one-off purchases. Billing type, prices and term are defined in each offer.

5.2 Premium contracts with subscriptions are concluded for an indefinite time with a specified minimum term. If the minimum term is given in months, it begins and ends on the same day of the month. With contracts that are agreed upon on the 30th or 31st of the month, for shorter months the term is shifted to the first of the month. The remuneration or the invoice amount for the entire minimum term is payable on conclusion of the contract. After the minimum 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 minimum term or respective renewal time runs out. The full invoice amount of each renewal term will be charged on the first day of the renewal. All contracts can be cancelled before the respective term runs out.

5.3 Premium contracts with “one-off purchase” are limited. These are for a given period and terminate without needing to be cancelled.

5.4 Premium contracts are terminated by email to sales@babbel.com. Termination will be confirmed in an email sent by Lesson Nine. If the user terminates its basic contract as described in 3.2 above, then the user's premium contracts are terminated upon the termination of the basic contract becoming effective. The user is not entitled to any refund of usage fees.

5.5 The right to cancellation in extraordinary circumstances remains intact. The user has an extraordinary cancellation right in particular in the case that Lesson Nine raises the fees for contracted services or adjusts the performance of its services significantly.

5.6 Lesson Nine has the right to cancel at any time without giving reasons. The cancellation will be effective at the end of the contract term.

6 "Money-back Guarantee" for Premium Services

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.

7 Payment Methods

7.1 Usage fees for premium services are payable in advance.

7.2 The user may effect payment by using one of the payment methods specified such as credit card, PayPal, electronic direct debit etc. Payments are handled by the service provider adyen AV (www.adyen.com).

7.3 Billing takes place digitally, a paper billing will not occur. Either the bill will be delivered via email, or will be accessible on the website and can be found at http://www.babbel.com/go/account and can be viewed at any time. If the bill is delivered online, an email will
be sent only with the conclusion of the contract and not in subsequent bills.

8 User's (Consumer's) Right of Withdrawal

8.1 The user is entitled to withdraw its expression of will to conclude the contract within a time limit of two weeks without giving reasons. The time limit starts on the day after the contract is concluded, i.e. on the day after receipt of the acceptance statement by Lesson Nine and after receipt of this right of withdrawal instruction in written form. Withdrawal must be declared in written form (e.g. letter, fax, email) to Lesson Nine. To observe the time limit, it is sufficient to dispatch the declaration of withdrawal in time.

8.2 The right of withdrawal ceases to exist at the time Lesson Nine starts providing the service before the end of the time limit for withdrawal with the user's express consent or if the user itself has initiated the start of the service.

8.3 In the event of a valid withdrawal, Lesson Nine will repay any usage fees already paid by the user.

8.4 The "money-back guarantee" (Section 5) is valid irrespective of the above right of withdrawal.

9 Content and Accessibility of the Language Portal and Liability

9.1 Lesson Nine does not warrant or represent that the information provided, in particular such provided by other users, is up-to-date, correct, complete or of quality.

9.2 Lesson Nine strives to ensure that the language portal functions properly at all times. However, Lesson Nine does not guarantee uninterrupted access and shall not be liable for transmission downtimes due to technical reasons.

9.3 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.

9.4 Claims for damage on the part of the user are excluded. 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.

9.5 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.

9.6 The restrictions as set forth under paragraphs 3 and 4 shall also apply to the benefit of Lesson Nine’s legal representatives and vicarious agents if claims are asserted against them directly.

10 Notes on Data Processing

10.1 In the course of managing agreements and implementing the use, Lesson Nine collects personal data of users. In doing so, Lesson Nine shall comply with the statutory provisions pursuant to, in particular, the Bundesdatenschutzgesetz and the Telemediengesetz (German Federal Data Protection Act and the German Act for Telemedia Services). Without the consent of the consumer, Lesson Nine shall only collect, process and utilise the user’s basic and use information insofar as this is required for administering and processing the contractual relationship and for the use of and invoicing for teleservices as well as for providing services to optimise personal availability.

10.2 Without the user’s consent, Lesson Nine will not exploit the user’s information for the purposes of advertising, market research or opinion polls.

10.3 At any time will the user have the possibility to call up, change or delete data it has stored by clicking the button "My data" in its profile. Furthermore, with regard to the user’s consent and additional information for data collection, processing and utilisation, reference is made to the printable version of the data protection declaration that can be called up at any time on Lesson Nine's website by clicking on the "Data protection" button.

10.4 In addition, the user is advised of the entitlement to disclosure, correction and deletion or disabling of personal data in accordance with the provisions of the data protection laws.

10.5 Lesson Nine uses "cookies" to individually design and optimise the user's online experience and online time. A cookie is a text file which is stored either temporarily in the computer's main memory ("session cookie") or on the hard disk ("permanent cookie"). Cookies are not used to execute programs or load viruses to the user's computer. Rather, the principle purpose of cookies is to provide an offer that is especially tailored to the user and to make using the service as comfortable as possible. Lesson Nine mainly uses session cookies that are not stored on the user's hard disk and are deleted when the browser is exited. These session cookies are used for login authentication and system load balancing.

10.6 Lesson Nine may perform or have performed analyses of the behaviour of its users in the context of the use of Babbel and to this end create anonymised usage profiles. This is done solely for the purpose of continuously improving the service provided by Lesson Nine. The evaluations and usage profiles are not related to persons but performed/drawn up in an anonymised manner.

11 References and Links

Where direct or indirect reference is made to links outside the area of responsibility of Lesson Nine, i.e. links to third party internet pages, Lesson Nine will be liable only if Lesson Nine knows the contents and it is technically possible and reasonable for it to prevent use in the case of illegal contents. For any content beyond this and in particular for damage resulting from the use or non-use of the information provided in this way, the operator of the pages alone is liable and not the party that solely makes reference to the relevant publication through links. Lesson Nine also does not adopt the contents of third party websites.

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

12.1 Unless it explicitly is a matter of works under a creative commons license, all texts, images and other works created by Lesson Nine and distributed within the context of the language portal are protected by copyright. These contents are intended for personal, non-commercial use only within the framework of Babbel. Printouts and offline use are not permitted, unless where expressly offered by Lesson Nine. Lesson Nine reserves the right to prosecute or subject to civil proceedings any unauthorised use by way of complete or partial piracy, publication as well as reproduction or presentation of these contents or portions thereof.

12.2 The Babbel logo and the company name Lesson Nine are legally protected. Their use and the use of other company names and trademarks appearing at Babbel requires the written consent of Lesson Nine.

13 User Generated Content

13.1 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.

13.2 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.

13.3 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.

13.4 The user has no entitlement vis-à-vis Lesson Nine to actually post or publicly disclose self-generated content. Lesson Nine is entitled and reserves the right, at any time and at its own discretion and without indicating the reasons,

1. to prohibit or reject contents from being posted;
2. to remove posted contents and completely delete the files on which they are based without giving rise to damage claims or other claims on the part of the user; or
3. to disable access by the user and in this way definitively or temporarily block the user from posting self-generated contents. Lesson Nine reserves the right to assert claims in any form, in particular to cease and desist as well as for damages, against users who do not comply with the exclusion from use as notified.

13.5 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.

13.6 As far as the user transfers materials of whatever kind (summarised hereinafter as "contents") to Lesson Nine within the context of the interactive use of Babbel as described in the aforementioned paragraphs, the user grants Lesson Nine non-exclusive rights, unlimited with regard to time, place and contents, to the comprehensive exploitation of the contents in all media and processes. This in particular includes the right to broadcast, to make publicly accessible, to reproduce and to disseminate, to present publicly, to integrate into collections, to label goods and services of any kind or to use the contents in any form in part or in their entirety in any other manner commercially or non-commercially. The user also grants Lesson Nine the right to process the contents, in particularly to adapt to the formatting specifications required for use or to improve the quality of the presentation as well as to combine them with other works at Lesson Nine’s discretion (also for use in other media including non-audiovisual media), to enhance or to rework in any other form without limitation. Lesson Nine is entitled without restriction to transfer the aforementioned rights to third parties. In particular the user also agrees that Lesson Nine allows other users to use the contents posted by the former for their own purposes in any form. The following guarantee and release regulations shall also apply in this case.

13.7 The user guarantees Lesson Nine the following:

1. that it has created the transmitted contents itself and at its own expense and/or has purchased or satisfied all necessary proprietary rights to use, ancillary copyrights and other rights;
2. that it is thus the sole proprietor of the usage and copyrights to the contents it has transmitted;
3. that it is entitled to dispose of the necessary rights, above all copyrights, title and trademark rights; and
4. that the contents may be used in any form whatsoever and are unencumbered by third-party rights. This also encompasses any personality rights of any third party depicted, mentioned or included in any other manner in the contents.

Lesson Nine reserves the right to exclude the user from its offer 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.

13.8 At the first request, the user shall release Lesson Nine from all claims asserted by third parties vis-à-vis Lesson Nine with the allegation that the contents posted by the user on the website infringe on their rights or are in violation of statutory regulations. This includes the reasonable costs of legal defence.

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

13.10 Those that use the language portal may have the opportunity to comment on and evaluate the contents etc. In this context the user is entitled and obligated to refer Lesson Nine forthwith to the contents of other users that clearly violate the provisions of these T&C and/or statutory requirements and/or are harmful to young persons, are pornographic, racist or insulting or in any other similar manner violate morals.

14 Final Provisions

14.1 Agreements between Lesson Nine and the user shall be written and construed in accordance with the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

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