Babbel GmbH | Babbel End User Terms
1. General | Scope
1.1 These Babbel End User Terms (“Terms”) apply to all contracts between Babbel GmbH, Andreasstraße 72, 10243 Berlin, Germany (“Babbel”) and its customers to whom Babbel provides Services for personal, family or household use, and not for business or commercial purposes (“you”).
1.2 These Terms shall govern each order for Services, whether placed online, via email or by in-app ordering process or otherwise, agreed between you and Babbel (each an “Order”). The terms and conditions of each agreed Order shall incorporate these Terms.
1.3 These Terms shall also apply to all future Orders between you and Babbel even if Babbel does not refer to them in each individual case. By using or accessing the Services, you are deemed to have agreed to these Terms.
1.4 These Terms apply to the exclusion of all others. Different, conflicting or supplementary terms shall only become part of an Order if and to the extent that Babbel has consented to such terms in writing.
1.5 Individual agreements between you and Babbel shall take priority over these Terms if mutually agreed to in writing.
1.6 Where these Terms use the expressions ‘in writing’, ‘in written form’ or variations thereof, this shall mean ‘in writing’ within the meaning of the German Civil Code. The electronic exchange of copies of documents signed by hand as well as documents signed with a simple electronic signature (e.g. DocuSign or Adobe Sign) shall suffice therefor. Unless expressly stated otherwise in these Terms, simple emails shall not suffice.
1.7 Unless stated otherwise in these Terms, any notices and declarations given or made by you to Babbel, must be made at least via email or via other electronic methods in text form, as permitted by the German Civil Code.
2. Free Services and Paid Services | Updates | Trial Use
2.1 Subject to the terms and conditions of each Order, Babbel grants you access to its language learning software, which is offered as a software-as-a-service, and any related websites, spaces, services, applications content and features as specified in the Order (“Services”). Babbel may offer free of charge with limited functionality (“Free Services”) or against payment of a Service Fee, with certain agreed functionality (“Paid Services”), each as specified in the Order.
2.2 Babbel may, in its sole discretion, implement new versions and upgrades of the Paid Services including, but not limited to, changes that affect the design, operation, specifications, content, features and other functions of the Paid Services, at any time in accordance with applicable law, in particular to the extent that such changes that are necessary to maintain the compliance of the Paid Services with applicable law or changes that are necessary for technical, business or legal purposes.
2.3 Babbel may downgrade, limit or otherwise modify the Free Services at any time without notice. Subject to Clause 17, Babbel shall have no obligations with regard to any warranty, guarantee, indemnity, Maintenance or Support pertaining to Free Services, nor does Babbel make any guarantee of availability or uptime. Features offered as part of the Free Services are not guaranteed to be implemented in the Paid Services.
2.4 Babbel may grant you access to the Paid Services free of charge or at a reduced Service Fee as part of a trial evaluation for a period determined by Babbel in its sole discretion (“Trial Use”). Babbel may downgrade, limit or otherwise modify the Services provided for Trial Use at any time without notice. Subject to Clause 17, Babbel shall have no obligations with regard to any warranty, guarantee, indemnity, Maintenance or Support pertaining to Trial Use, nor does Babbel make any guarantee of availability or uptime. Babbel may revoke or terminate any Trial Use at any time without giving prior notice to you. Features offered in connection with Trial Use are not guaranteed to be implemented in the Paid Services. Subject to the terms and conditions of the Order, Trial Use of Services shall automatically convert to Paid Services upon the expiration of the Trial Use period.
2.5 Babbel may, in its sole discretion, retain subcontractors, including third-party software suppliers, for the performance of any of its obligations under any Order at any time.
3. User Account | Conclusion of an Order
3.1 In order to use the Services, you must create a user account (“User Account”), which requires accepting these Terms, providing certain personal details, and either setting a password of your choice in a registration form provided by Babbel online or, if offered by Babbel in its sole discretion, by using an existing account with a third-party service provider (such as e.g., Google, Facebook or Apple). After registering, you will receive a confirmation email from Babbel allowing you to activate your User Account. By creating a User Account, you enter into a binding Order with Babbel entitling you to use the Free Services.
3.2 If you are under the age of thirteen (13) you may not create a User Account, place an Order, or otherwise use the Services.
3.3 If you wish to access the Paid Services, you may place an Order with Babbel through your User Account. Offers made by Babbel for Paid Services are not binding. By placing an Order, you make a binding offer to conclude an Order. The order process usually includes the following steps: choosing an option, verifying the choice and/or correcting it, inserting relevant data, selecting the method of payment, reading and accepting any additional applicable terms and conditions, agreeing to these Terms, and submitting a binding Order by clicking an order button and/or checking the box to proceed. Your offer shall not be binding on Babbel until Babbel confirms acceptance of your offer via email (“Order Confirmation”). The Order Confirmation will also include detailed information regarding your Order and an order number.
3.4 You should save a copy of these Terms and any other terms and conditions applicable to the Order. Babbel may not retain copies of these Terms or any other terms and conditions, and they will not be accessible to you after concluding the Order process.
4. Rights of Use | Use Restrictions
4.1 Subject to the terms and conditions of the applicable Order, Babbel hereby grants to you, during the Free Term, the Initial Service Term, the Lifetime License Term and any Renewal Service Term, each as applicable, a non-exclusive, non-transferable, non-sublicensable world-wide right and license to use the Services solely for personal and non-commercial purposes (“License”). Babbel will offer the Services as described on Babbel’s website, including the user on-boarding process (if any) and the frequently asked questions section, in each case as updated from time to time (“Documentation”).
4.2 You must not (and must not permit any third party to), directly or indirectly: (a) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any business or commercial use of, outsource, or otherwise generate income from the Services; (b) copy the Services onto any public or distributed network; (c) decompile, reverse engineer or disassemble any portion of the Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless expressly permitted by mandatory law; (d) modify, adapt, translate or create derivative works based on all or any part of the Services (except to the extent expressly permitted by Babbel in writing or authorized within the Services); (e) modify any proprietary rights notices that appear in the Services or components thereof; (f) use any Services in violation of any applicable laws and regulations or outside of the scope of the rights granted under this Clause 4; or (g) use the Services to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; or (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third-party systems, or the services or data contained therein; (iv) gain unauthorized access to the Services or Babbel’s systems or networks; or (v) perform, or engage any third party to perform, penetration testing, vulnerability assessments or other security assessments.
4.3 The Services may be subject to export and/or re-export control laws and regulations of the European Union, the United States of America, or similar laws applicable in other jurisdictions. You warrant that (a) you are not located in any country to which the European Union and/or the United States of America have embargoed goods or have otherwise applied any economic sanctions, and (b) you are (i) not a denied party under any applicable export and/or re-export laws and regulations of the European Union, the United States of America, or similar laws applicable in other jurisdictions, or (ii) otherwise listed on any European Union and/or United States of America government list of prohibited or restricted parties.
4.4 You must not export or re-export, directly or indirectly, any Services or data relating thereto in breach of any applicable laws and regulations. In particular, you must comply with any sanctions imposed by the European Union and the United States of America, in each case, insofar as this does not result in a violation of or a conflict with mandatory laws, in particular with respect to anti-boycott statutes that may be applicable to you. You must, at your own expense, obtain all necessary customs, import, or other governmental authorizations and approvals.
4.5 You must not duplicate, process, distribute, share, or publicly reproduce any content of the Services without Babbel’s prior written consent, unless expressly permitted by sharing options that may be integrated in the Services.
4.6 You may only use the Services as described in the Documentation.
4.7 Babbel may monitor your use of the Services and may prohibit and/or suspend any use of the Services that Babbel believes may be in violation of this Clause 4.
5. User’s Responsibilities
5.1 You shall be responsible for obtaining and maintaining any equipment and related ancillary services required to connect to, access or otherwise use the Services, including, without limitation, hardware, software (collectively, a “System”), and networks and internet connections, at your own cost. Babbel’s current System requirements (as amended from time to time) may be accessed on Babbel’s website (“System Requirements”).
5.2 You must keep the information in your User Account up to date and correct. You must ensure that user identities, passwords and similar credentials used for accessing the Services are used and stored in a secure manner, cannot be accessed or used by unauthorized third parties and are immediately changed in the event of unauthorized disclosure. You must notify Babbel promptly of any unauthorized use of any password or User Account or any other known or suspected breach of security or misuse of the Services.
5.3 You shall be solely responsible for the content of all data and any other material displayed, posted, uploaded, stored, exchanged or transmitted by you by or through the Services (“Content”). Babbel cannot control the information submitted by you when using the Services and cannot guarantee the accuracy of any information that you submit.
5.4 Babbel may, without notice or liability, investigate any complaints or suspected violations of the Order or these Terms that come to its attention and may take any action that it believes is appropriate, including, but not limited to, rejecting, refusing to post, or removing any Content or other data, or restricting, suspending, or terminating your access to the Services.
5.5 Subject to Clause 17, you shall be liable for losses or damage incurred by Babbel if you intentionally or negligently revealed your user identification/password to a third party, or if your user identification and password has otherwise become known to an unauthorized party.
6. Virtual Classroom
6.1 If specified in an Order, Babbel shall provide Paid Services to you allowing you to participate in language training sessions with language teachers in an online live stream, either in one-on-one sessions (“Babbel Intensive”) or in group sessions (“Babbel Live”, and together with Babbel Intensive, “Virtual Classroom”), subject to the provisions of this Clause 6. Virtual Classroom Services are services within the meaning of the German Civil Code.
6.2 Subject to Clause 3.2, you must be at least sixteen (16) years old in order to participate in Virtual Classroom Services.
6.3 In order to book a Virtual Classroom session, you must log into your User Account and place a booking request by clicking a booking button. Each booking request is subject to availability of the requested language teacher at the requested time as well as the availability of a free seat in the desired session. Upon Babbel’s confirmation of the booking request, the Virtual Classroom session shall become binding on you and Babbel.
6.4 The booking of Virtual Classroom sessions is limited to the specific user. Virtual Classroom Services are limited to a maximum number of sessions per user per calendar month as described in the Documentation.
6.5 Virtual Classroom Services are usually provided via web browser, third-party video conferencing software or the Babbel app. You shall be responsible for fulfilling the System Requirements for Virtual Classroom Services.
6.6 If third-party video conferencing software is required to participate in a Virtual Classroom session, you shall be solely responsible for obtaining such video conferencing software, including any usage rights thereto, at your own cost, and Babbel does not make any representations or warranties with regard to the availability and/or functionality of such third-party video conferencing software.
6.7 Babbel shall use commercially reasonable efforts to make the desired language teacher and language level available to you at the desired time under Virtual Classroom Services. However, availability may be limited and changes may be required at short notice on important grounds. In particular, Babbel may replace any designated language teacher with an equally qualified language teacher at any time before the start of a Virtual Classroom session, in its sole discretion.
6.8 The content and scope as well as the time and duration of a Virtual Classroom session are set out on Babbel’s website or in the Babbel app. Subject to Clause 2.2, Babbel may adapt and/or supplement the content and scope of a Virtual Classroom session at any time in an adequate manner in accordance with applicable law and in your interest.
6.9 Babbel and the language teacher shall be free to determine the specific contents and/or design of any Virtual Classroom session at their own discretion. With regard to Babbel Intensive Services, Babbel shall use commercially reasonable efforts to accommodate your requests regarding the specific contents and/or design of a session. Each Virtual Classroom session may include up to five (5) minutes of administrative activities (e.g. designation of homework, preparation of notes).
6.10 Babbel’s community guidelines for the good conduct of language teachers and users in Virtual Classroom sessions (“Babbel Live Code of Conduct”) can be viewed here, and form an integral part of these Terms and any Order for Virtual Classroom Services. You must comply with the Babbel Live Code of Conduct at all times. Babbel shall not be responsible for the conduct of other users taking part in Virtual Classroom Services
6.11 Babbel and/or the language teacher may exclude you from a Virtual Classroom session at any time if you behave inappropriately, in particular if you violate applicable laws and/or the Babbel Live Code of Conduct.
6.12 Babbel may cancel any Virtual Classroom session without cause up to twenty-four (24) hours before its scheduled starting time. In the event of illness of the designated language teacher or situations under Clause 17.7, Babbel may cancel any Virtual Classroom session less than twenty-four (24) hours before its scheduled starting time. In this case, Babbel shall be released of its obligation to provide the respective Virtual Classroom Services.
6.13 In order to be effective, any cancellation of a Virtual Classroom session must be made by you via your User Account.
6.14 If (a) you cancel a booked Virtual Classroom session less than twenty-four (24) hours before its scheduled starting time, or (b) you do not attend a Virtual Classroom session in whole or in part, you shall pay to Babbel as the fees specified in the Babbel Live Code of Conduct. In either case, you are free to dispute that Babbel has suffered any loss or that the compensation you owe is reasonable in relation to such loss. Babbel reserves the right to claim further damages.
6.15 You may use any training material provided by Babbel and/or a language teacher in connection with Virtual Classroom Services solely for the purpose of personal training, preparation and follow-up as well as for personal informational purposes. You may not duplicate, process, distribute or publicly reproduce any training material without the prior written consent of Babbel. You must not (and must not permit any third party to) make any video and/or audio recordings of Virtual Classroom sessions.
7. Maintenance and Support for Paid Services
7.1 Subject to your payment of the Service Fees, Babbel shall provide Maintenance and Support for Paid Services to the extent specified in the Order. “Support” shall mean Babbel’s obligation to use commercially reasonable efforts to respond to your reasonable support requests with regard to Paid Services by troubleshooting issues and providing assistance within a reasonable time. “Maintenance” shall mean Babbel’s obligations with regard to Paid Services related to error resolution, bug fixes and the provision of updates and upgrades made generally available by Babbel in its sole discretion.
7.2 Babbel will provide Support to you via email through firstname.lastname@example.org or any other email address that Babbel may choose from time to time, via the live chat on Babbel’s website and/or via the telephone numbers as indicated on Babbel’s website, in each case, at least from Monday to Friday during regular business hours in the locations where Babbel operates service centers.
7.3 Babbel shall use reasonable efforts consistent with prevailing industry standards to provide Maintenance for Paid Services in a manner which minimizes errors and interruptions in the Services. You may notify Babbel of any errors via email@example.com or any other email address that Babbel may provide from time to time and/or via the live chat on Babbel’s website. Babbel shall use commercially reasonable efforts to timely correct any errors of which Babbel is notified, subject to (a) you providing a detailed description of the error and its reproducibility to Babbel, and (b) the priority of the error, to be reasonably determined by Babbel in its sole discretion.
8. Availability of Paid Services
8.1 Subject to your payment of the Service Fees, Babbel shall make Paid Services available to you in accordance with this Clause 8.
8.2 Babbel shall use reasonable efforts to ensure that the Paid Services are available to you via internet no less than ninety-nine point five percent (99.5%) of the time in each calendar year (based on twenty-four (24) hours a day and seven (7) days a week), excluding (a) any temporary unavailability for scheduled or unscheduled Maintenance, and (b) unavailability for causes beyond Babbel’s reasonable control. Babbel shall use reasonable efforts to provide advance notice of any scheduled service disruption.
8.3 You are aware and acknowledge that the user-side access to Paid Services depends on third party products and services such as internet access, which cannot be guaranteed by Babbel. Babbel shall not be liable for any deficiencies in your internet connections or System.
9. Fees | Payment Terms | Limitation of Right to Set-off
9.1 You must pay the fees for the Paid Services as specified in the applicable Order, in accordance with the terms therein (the “Service Fees”).
9.2 Babbel may change the Service Fees for each Renewal Service Term by at least sixty (60) days’ notice prior to the end of the Initial Service Term or prior to the end of the then-current Renewal Service Term.
9.3 You must make payment of the Service Fees using the payment methods offered on Babbel’s website.
9.4 Babbel may bill you through electronically transmitted invoices. Full payment for invoices must be received by Babbel thirty (30) days after the mailing or transmittal date of the invoice.
9.5 Following notice to you in writing (simple email shall suffice), Babbel may suspend your access to Paid Services in accordance with applicable law if payments are not received by Babbel within fourteen (14) days of the due date.
9.6 You may only set-off your claims against Babbel’s claims to the extent that your claims have been (a) finally established by a court of law; (b) are uncontested; or (c) have been agreed to by Babbel.
10. Babbel as a Gift
10.1 To the extent offered by Babbel, you may purchase gift vouchers for the Services under an Order (“Gift Vouchers”). Gift Vouchers may only be redeemed for the purchase of Services and not for the purchase of other Gift Vouchers.
10.2 Unless otherwise agreed, a Gift Voucher consists of an electronic voucher code, which shall be delivered to you by email to the email address provided by you.
10.3 Unless otherwise agreed, Gift Vouchers are transferable. Subject to these Terms, you may use a Gift Voucher to pay for Paid Services under a corresponding Order by entering the voucher code upon completion of the Order. In order to redeem a Gift Voucher, you must enter the voucher code before completing the Order process.
10.4 Babbel will not pay out the credit balance of any Gift Voucher in cash, and Gift Vouchers will not accrue interest.
11. Term | Termination
11.1 The term of each Order shall begin on the date specified therein.
11.2 Any Order for Free Services shall remain in effect for an indefinite period of time, unless terminated in accordance with the Order or these Terms (“Free Term”). You or Babbel may terminate any Order for Free Services for convenience at any time with immediate effect.
11.3 Unless otherwise agreed, any Order for Paid Services shall remain in effect for an initial term as specified in the Order (“Initial Service Term”). The Initial Service Term shall automatically and continuously renew for additional periods as specified in the Order (“Renewal Service Term”), unless terminated by Babbel or by you at any time (a) with seven (7) days’ prior written notice for Virtual Classroom Services or (b) with forty-eight (48) hours’ prior written notice for Paid Services other than Virtual Classroom Services, and in each case such termination shall be effective as of the end of the then-current term. You may not terminate any Order for Paid Services for convenience with effect prior to the end of the Initial Service Term or any Renewal Service Term.
11.4 You or Babbel may immediately terminate any Order for good cause. Good cause for termination shall exist if the other party commits a material breach of the Order or these Terms, and such breach has not been cured within thirty (30) days after receipt of written notice thereof (simple email shall suffice). Such good cause shall also exist for Babbel if (a) you are in breach of your payment obligations for more than forty-five (45) days; (b) you breach the use restrictions under Clause 4; (c) you violate the Babbel Live Code of Conduct; or (d) you cease payment or suffer a significant deterioration in your financial situation.
12. Lifetime License
12.1 A “Lifetime License” shall mean a License for the use of Paid Services granted to you by Babbel for your lifetime and shall, in accordance with this Clause 12, only terminate (a) upon the end of your life, (b) if Babbel ceases to provide the Services in their entirety, or (c) if Babbel ceases its business operations. A Lifetime License is granted to you personally and the rights and obligations associated therewith shall not pass to your heirs and may not be otherwise transferred or assigned. Babbel may ask you to present proof of identification at any time.
12.2 Under any Order for a Lifetime License, you are entitled to access the Services described in such Order for as long as the respective language(s) is/are offered and supported by Babbel as part of the Services (“Lifetime License Term”).
12.3 A Lifetime License shall only apply to the Services defined in the applicable Order and shall not extend to any future services.
12.4 With regard to updates and modifications of Services under a Lifetime License, Clause 2.2 applies. However, Babbel may only modify the Services under a Lifetime License to the extent reasonable for you, taking into account your and Babbel’s legitimate interests.
12.5 Neither Babbel nor you may terminate any Order for a Lifetime License for convenience. Your and Babbel’s right to immediately terminate any Order for a Lifetime License for good cause in accordance with Clause 11.4 shall remain unaffected.
13. Limited Warranty for Paid Services
13.1 You represent and warrant that you have checked that the specifications of the Services as described in the Documentation meet your needs. You are aware of the functionality and features of the Services. The extent, nature and quality of the Services are subject to these Terms, the Order, and the Documentation. Any other requirements only form part of the Order if you and Babbel mutually agree in writing. Product descriptions, illustrations, test programs, etc. shall not constitute guarantees or agreements on certain specifications. In order to be valid, any such agreement must be agreed to by a director of Babbel in writing.
13.2 Babbel warrants that the Paid Services will, in all material respects, conform to the functionality described in the then-current Documentation for the applicable Paid Services. In the event of a breach of this warranty, Babbel shall use commercially reasonable efforts to modify the Paid Services to conform in all material respects to the Documentation, and if Babbel is unable to materially restore such functionality within thirty (30) days from the date of written notice of said breach, you may terminate the Order by written notice and receive a pro-rata refund of the unused Service Fees which have been paid in advance (if any) for unused access to Paid Services. In order to claim the foregoing remedy, you must notify Babbel in writing of any such breach of warranty and you must use the Services in accordance with the Documentation. Any strict liability of Babbel for the existence of initial errors under applicable law shall not apply. Any claim for damages for a breach of this warranty is subject to the limitations set forth in Clause 17. Your statutory warranty rights shall remain unaffected by this Clause 13.2.
13.3 You may not obtain or access the source code of the Services for any reason.
14. Proprietary Rights | User Data
14.1 database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions, in and to the Services, including but not limited to any learning contents and didactic methods. You acknowledge that the rights granted under any Order do not provide you with title to or ownership in the Services.
14.2 You shall retain all right, title and interest in and to your data and any content, as well as any data that is based on or derived from your data and any content. You grant to Babbel a non-exclusive, non-transferable, sublicensable, worldwide and unlimited right and license to use your data and any content solely in connection with providing the Services. Babbel shall have no liability arising out of your data and any Content.
15. Data Privacy
16.1 Without prejudice to any other liability of you under contract or statutory law, you shall defend, indemnify and hold harmless, at your expense, Babbel and its Affiliates, and their employees, subcontractors, suppliers, licensors and resellers from and against any third-party claim arising out of or in connection with your breach of Clause 4, your violation of the Babbel Live Code of Conduct or otherwise from your use of Services, and you shall pay all costs and damages finally awarded against Babbel by a court of competent jurisdiction as a result of any such claim. “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with Babbel, or which is a wholly owned subsidiary of Babbel, whereby ‘control’ shall mean owning, directly or indirectly, at least fifty-one percent (51%) of the equity securities or equity interests of an entity.
16.2 In connection with any claim for indemnity under this Clause 16, Babbel must promptly provide you with notice of any claim that Babbel believes is within the scope of your indemnity obligations, provided, however, that the failure to provide such notice shall not relieve you of your obligations under this Clause 16, except to the extent that such failure materially prejudices your defense of such claim. Babbel may, at its own expense and at its sole discretion assist in the defense of such claim, but you shall control the defense and all negotiations related to the settlement of any such claim. You may not enter into any settlement intended to bind Babbel without Babbel’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
16.3 Babbel shall, at its expense defend you from (or, at Babbel’s option, settle) any third-party claim to the extent such claim alleges that the Services infringe or misappropriate any patent, copyright, trademark or trade secret of a third party, and Babbel shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim. In the event that the use of the Services is, or in Babbel’s sole opinion is likely to become, subject to such a claim, Babbel, at its option and expense, may (a) replace the applicable Services with functionally equivalent non-infringing technology; (b) obtain a license for your continued use of the applicable Service; or (c) if applicable, immediately terminate the Order in whole or in part and provide a pro-rata refund of the Service Fees that have been paid in advance for the applicable Services (beginning on the date of termination).
16.4 Clause 16.3 shall not apply (a) if the Services are modified by you or by any third party for which you are responsible, (b) if the Services are combined with other non-Babbel products, applications, or processes, but solely to the extent that the alleged infringement is caused by such combination or (c) in the event of any unauthorized use of the Services.
16.5 Your rights under this Clause 16 shall be your sole remedy with respect to any claim of infringement of third-party intellectual property rights and trade secrets.
17. Limitation of Liability
17.1 Babbel shall be unrestrictedly liable for (a) injury to life, body or health caused by Babbel, its legal representatives or vicarious agents; (b) damage caused intentionally or with gross negligence by Babbel, its legal representatives or vicarious agents; (c) damage resulting from the absence of any guaranteed characteristics; and (d) claims under the German Product Liability Act.
17.2 Babbel shall be liable for damages resulting from the breach of its material obligations hereunder by Babbel, its legal representatives, or vicarious agents. Material obligations are fundamental duties which form the essence of the Order and of the performance on which you may rely. If the breach of such material obligations was caused through simple negligence by Babbel, its legal representatives or vicarious agents, Babbel’s ensuing liability shall be limited to the amount which was foreseeable by Babbel at the time the respective Service was performed.
17.3 Subject to Clauses 17.1 and 17.2, Babbel shall not be liable for damages resulting from the breach of non-material obligations through simple negligence of Babbel, its legal representatives or vicarious agents.
17.4 Babbel shall be liable for loss of data only up to the amount of typical recovery costs which would been incurred if proper and regular data backup measures had been taken by you.
17.5 Subject to Clause 17.1, the aggregate liability of Babbel arising out of or in connection with these Terms or any Order, whether in contract or tort or otherwise, shall in no circumstances exceed a sum equal to one hundred and fifty percent (150%) of the total Service Fees paid or payable by you under the relevant Order.
17.6 Babbel does not guarantee, represent or warrant any specific language learning progress or language learning success to be achieved by you through your use of the Services.
17.7 Neither Babbel nor you shall be liable for any failure or delay in performance under the Order or these Terms to the extent that such failure or delay is proximately caused by force majeure, i.e., causes beyond a party’s reasonable control and occurring without such party’s fault or negligence.
17.8 Babbel shall have no liability to you except as set forth in this Clause 17.
18. Notice of Right of Withdrawal | Declaration on Immediate Performance
18.1 You shall have the following right of withdrawal:
Notice of your Right of Withdrawal
Right of Withdrawal
You may withdraw from this contract within fourteen (14) days without giving any reasons.
The withdrawal period will expire after fourteen (14) days from the day on which the contract is concluded. To exercise your right of withdrawal, you must inform Babbel GmbH (registered office: Andreasstraße 72, 10243 Berlin, Germany, Phone: +49 30 568 373836 (Germany), email: firstname.lastname@example.org) of your decision to withdraw from this contract by a clear statement (e.g. a letter sent by post or email). You may use this model withdrawal form but this is not required.
To meet the withdrawal deadline, it is sufficient for you to send your communication stating your exercise the right of withdrawal before the withdrawal period has expired.
Effects of Withdrawal
If you withdraw from this contract, we shall refund 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 no later than fourteen (14) days from the day on which we are notified of 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.
End of the Notice of your Right of Withdrawal
18.2 You hereby agree that Babbel shall commence performance of the Order before the end of the withdrawal period set forth in Clause 18.1. You acknowledge that by giving this consent you will lose the right to withdraw from the Order once Babbel has commenced performance of the Order. If you nonetheless withdraw from an Order involving Virtual Classroom Services, you shall compensate Babbel for the value of such Services provided until the withdrawal is effective.
18.3 Babbel shall not be liable for any costs or expenses that you may incur from third parties engaged by you (e.g. banks and payment service providers) or for any non-refundable taxes as part of the withdrawal process.
19. Assignment | Novation
19.1 The User shall ensure that their passwords are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The User shall be liable for any unauthorized use of the Services.
18.2 Where it is suspected that any unauthorized person has become aware of the User’s identity and/or password, the User shall immediately inform Babbel thereof and also change their user identity and/or password.
18.3 The User shall be liable for losses or damage incurred by Babbel where the User intentionally or negligently reveals their identity/password to a third party or where their identity and password otherwise become known to an unauthorized party, unless the User notifies Babbel immediately upon suspicion that such event has occurred.
18.4 Babbel shall adopt reasonable measures to ensure that the security of the Services meets relevant industry standards.
19. Assignment | Novation
19.1 Babbel may assign these Terms and any Order and/or any associated rights in whole or in part to a third party, provided that such assignment shall not impair your rights under such Order.
19.2 At Babbel’s request, you shall enter into a novation agreement with a third party for any Order without undue delay in order to enable Babbel to exercise its rights pursuant to Clause 19.1.
19.3 You must not assign any of your rights or obligations under any Order and these Terms without the prior written consent of Babbel. This shall not apply to any payment claims.
20. Entire Agreement | Severability | Changes
20.1 The Order and these Terms represents the entire agreement between you and Babbel with respect to their subject matter and supersedes all prior negotiations and agreements made between you and Babbel, whether written or oral.
20.2 Should any provision of the Order including these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what you and Babbel would have agreed to, with regard to the meaning and purpose of the original provision and of the Order if they had recognized the ineffectiveness or invalidity of the original provision. If the ineffectiveness or invalidity of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), such ineffective or invalid level or time shall be replaced by the level or time which comes as close as legally possible to the original level or time. The foregoing shall also apply to any omission or error in an Order or these Terms that was not intended by you and Babbel.
20.3 Without prejudice to Clause 21, valid amendments or supplements to any Order must be mutually agreed and made in writing (exchange of simple emails to suffice). The same shall apply to any agreement to deviate from or cancel the requirements of this Clause 20.3.
21. Revision of these Terms
21.1 Babbel may amend and/or update these Terms for existing Orders from time to time with future effect and as necessary for technical, economic or legal reasons. Babbel will notify you of any changes to these Terms in text form (simple email shall suffice) no later than six (6) weeks before the proposed effective date. You may either approve or object to such changes before their proposed effective date. All changes shall be deemed approved by you, unless you object to the revision before the proposed effective date. Babbel shall expressly inform you of the proposed effective date in the announcement of such changes.
21.2 Babbel may amend and/or update these Terms from time to time for future Orders at any time for any reason without notice.
22. Governing Law | Consumer Dispute Resolution
22.1 Any disputes or claims (whether contractual or non-contractual) arising out of or in connection with the Order, these Terms or their subject matter or formation shall be governed by and construed in accordance with the mandatory laws of the country of your habitual residence (i.e. the provisions of the law of that country which cannot be derogated from by agreement). The laws of the country of your habitual residence shall apply to Clause 11 of these Terms. In all other respects, the laws of the Federal Republic of Germany shall apply, excluding its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
22.2 Babbel is not obligated to participate in European Commission dispute resolution proceedings or in dispute resolution proceedings before any other consumer arbitration board.
District Court of Berlin Charlottenburg, Germany, HRB 110215