Babbel GmbH | Babbel End User Terms
September 2024
1. General | Scope
1.1 These Babbel End User Terms (“Terms”) govern (i) 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”) and (ii) all contracts concerning the use of Babbel Services concluded by you through third-party providers (in particular app store providers or sales platforms) and are subject to Clause 1.2. Depending on your country of habitual residence at the time of placing an Order with Babbel, these Terms may be superseded and modified by country specific provisions as stipulated in the "COUNTRY SPECIFIC PROVISIONS" section at the end of these Terms.
1.2 If and to the extent you are entitled to use Services of Babbel under a separate agreement concluded between Babbel and a business partner (e.g. your employer) or concluded between you and a third-party provider (in particular an app store provider or sales platform), these Terms apply except for Clauses 3.3 (Ordering Process), 9 (Fees and Payment Terms), 11.1 through 11.3 (Term and Termination), and 19 (Right of Withdrawal). In such cases, the ordering process, the fees and payment terms, the specified term and termination clauses, and the right of withdrawal are exclusively governed by the main agreement between Babbel and the business partner. Clause 11.4 will only apply in relation to the direct relationship between you and Babbel.
1.3 These Terms govern each order for Services, whether placed online, via email,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.
1.4 These Terms shall also apply to all future Orders between you and Babbel even if Babbel does not refer to them each time. By using or accessing the Services, you are considered to have agreed to these Terms.
1.5 These Terms apply to the exclusion of all others. Different, conflicting or supplementary terms will only become part of an Order if and to the extent that Babbel has consented to such terms in writing.
1.6 Where these Terms use the expressions ‘in writing’, ‘in written form’ or variations thereof, this refers to handwritten signatures. The electronic exchange of documents signed by hand, as well as documents signed with a simple electronic signature (e.g. DocuSign or Adobe Sign), will suffice. Simple emails will suffice if and to the extent expressly stated in these Terms.
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.
2. Free Services and Paid Services | Updates | Trial Use | Beta Features | AI Functions
2.1 Subject to the terms and conditions of each Order, Babbel grants you access to its language learning software, offered as a software-as-a-service, and/or other language learning services, and/or any other websites, spaces, services, applications, content, and features as specified in the Order (“Services”). Babbel may provide Services for a Service Feewith certain agreed functionality (“Paid Services”) or free of charge, which may be limited in scope and/or functionalities (e.g., in the case of a free trial version of a Paid Service) (“Free Services”), as specified in the Order. Babbel may, at its discretion and for valid reasons (including but not limited to reasons of usability, technical operability or changes in user needs and behavior), amend the scope of Services offered and/or cease to provide you with access to certain Services in which case Babbel will inform you within a reasonable time period in advance of such changes taking effect and inform you about any available remedies, including options for early termination of any corresponding Order.
2.2 Babbel may, in its sole discretion, implement new versions, modifications 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. These changes may be made at any time in accordance with applicable law, particularly when necessary to maintain compliance with the law or to ensure and/or improve usability or operation of the Services or for other technical, business, or legal reasons.
2.3 Babbel may downgrade, limit or otherwise modify Free Services at any time without notice. Subject to Clause 18, Babbel has no obligations concerning any warranty, guarantee, indemnity, maintenance or support pertaining to Free Services, nor does Babbel guarantee any availability or uptime. Features offered as part of 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 at 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 18, Babbel has no obligations concerning any warranty, guarantee, indemnity, or related to Trial Use, nor does Babbel guarantee any availability or uptime. Babbel may revoke or terminate any Trial Use at any time without prior notice. Features offered as or as part of 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 will automatically convert to Paid Services upon the expiration of the Trial Use period.
2.5 Babbel may, at its sole discretion, for all users or selectively, introduce and make available new versions of the Services or additional functions and features before their general release, designated by Babbel as "beta" ("Beta Feature"). By its nature, the Beta Feature may be incomplete and could contain errors or inaccuracies that might affect its performance and quality, and potentially impact the underlying Services. Your access to and use of any Beta Feature is at your own risk. Babbel may suspend or terminate your access to any Beta Feature at any time. You acknowledge that Babbel is not obligated, expressly or impliedly, to continue or permanently offer any Beta Feature or similar feature, and that, should a Beta Feature be commercially released, its functionality and features may differ.
2.6 Babbel may, in its sole discretion, engage subcontractors, including third-party software suppliers, for the fulfillment of any of its obligations under any Order at any time.
2.7 Babbel may, at its sole discretion, implement or make available features that include, utilize, operate with, or are based on artificial intelligence, and are identified and designated as such by Babbel ("AI Function"). Your access to and the performance of AI Function may, as an essential precondition or part of the Services, require certain types of data to be processed by and/or transmitted to third-party providers, as specified by Babbel. Additional terms and conditions may apply, which you may need to accept before using the AI Function.
2.8 Although Babbel continuously strives to ensure the quality and reliability of any output generated by AI Functions ("Output"), content created by artificial intelligence can inherently vary in quality and accuracy. Babbel explicitly excludes and disclaims any representations and warranties regarding the accuracy, truthfulness, completeness or practicability of any Output produced by the AI Functions, and that the Output does not infringe upon any third-party rights. You should not rely solely on Output from the AI Functions as a source of truth or factual information, or as a substitute for professional advice. You must evaluate Output for accuracy and appropriateness for your use case, including conducting a human review, before using or sharing the Output from the AI Functions. AI Functions may produce incomplete, incorrect, or offensive Output that does not represent Babbel’s views. If the Output references any third-party products or services, it does not imply endorsement or affiliation with Babbel. Any Output should be independently verified before being acted upon and should not replace professional or individual advice. Additional terms may apply.
2.9 Babbel may include in its Services and make available to you certain third-party content which requires you to open or maintain an independent account and/or subscription with the service provider (such as a music or other content streaming service). This content is optional for you, and will only be provided if, and for as long as, you maintain an active account and/or subscription with such third-party provider, are entitled to receive the content under the separate agreement with the content provider, and enter your login data for such account within the Babbel Services. Additional terms and conditions may apply. Your account and subscription may be subject to additional fees as determined and charged by the third-party service provider.
3. User Account | Conclusion of an Order
3.1 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 on a registration form provided by Babbel online or, if offered by Babbel in its sole discretion, using an existing account with a third-party service provider (e.g., Google, or Apple). After registering, you will receive a confirmation email from Babbel, which allows you to activate your User Account. By creating a User Account, you enter into a binding Order with Babbel, which entitles 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, unless expressly specified otherwise in these Terms or in the respective Order.
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 typically includes the following steps: choosing an option, verifying and/or correcting your choice, entering relevant data, selecting a payment method, 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 about 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 may 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 you, during the Free Term, the Initial Service Term, the Lifetime License Term, and any Renewal Service Term, as applicable, a non-exclusive, non-transferable, non-sublicensable worldwide right and license to use the Services solely for personal and non-commercial purposes (“License”). Babbel will provide the Services as described on Babbel’s website, including the user onboarding process (if any), information provided during the Order process, and the frequently asked questions section, each of which may be 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, the United Kingdom or similar laws applicable in other jurisdictions. You warrant that (a) you are not located in any country to which the European Union, the United States of America and/or the United Kingdom 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, the United Kingdom 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 related to them in breach of any applicable laws and regulations. Specifically you must adhere to any sanctions imposed by the European Union, the United States of America and/or the United Kingdom, provided that this compliance does not result in a violation of or a conflict with mandatory laws, particularly with respect to any anti-boycott statutes that may apply to you. You are responsible for obtaining, at your own expense, 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 explicitly permitted by sharing options integrated within 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 are responsible for obtaining and maintaining, at your own expense, any equipment and related ancillary services required to connect to, access, or otherwise use the Services in accordance with the requirements specified by Babbel for the respective Service (“System Requirements”). This includes, without limitation, hardware, software (collectively, a “System”), and networks and internet connections. Babbel’s current System Requirements, which may be amended from time to time, can be accessed on Babbel’s website.
5.2 You must keep the information in your User Account up to date and accurate. You are responsible for ensuring that user identities, passwords and similar credentials used for accessing the Services are used and stored securely, 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 are solely responsible for the content of all data and any other material that you display, post, upload, store, exchange, or transmit through the Services (“Content”). Babbel does not control the information you submit when using the Services and cannot guarantee the accuracy of any information that you provide.
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. Babbel may take any action it deems 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 18, you will be liable for any losses or damage incurred by Babbel if you intentionally or negligently disclose your user identification/password to a third party, or if your user identification and password become known to an unauthorized party.
6. Virtual Classroom
6.1 If specified in an Order, Babbel will provide Paid Services that allow you to participate in language training sessions with language teachers via an online live stream, either through one-on-one sessions (“One-On-One Sessions”) or in group sessions (“Group Sessions,”). Collectively, these Services are referred to as “Virtual Classroom”, subject to the provisions of this Clause 6.
6.2 Subject to Clause 3.2, you must be at least sixteen (16) years old in order to participate in Group Sessions.
6.3 To book a Virtual Classroom session, you must log into your User Account and submit a booking request by clicking the booking button. Each booking request is subject to availability of the requested language teacher at the requested time, and the availability of a free seat in the desired session. Upon Babbel’s confirmation of the booking request, the Virtual Classroom session becomes binding on both you and Babbel.
6.4 The booking of Virtual Classroom sessions is limited to the specific user and may not be shared with another person. Virtual Classroom Services may be limited to a maximum number of sessions per user per calendar month, as described in the Documentation.
6.5 Virtual Classroom Services are typically provided via web browser, third-party video conferencing software, or the Babbel app. You are responsible for fulfilling the System Requirements necessary for accessing Virtual Classroom Services.
6.6 If third-party video conferencing software is required to participate in a Virtual Classroom session, you are solely responsible for obtaining this software, including any usage rights, at your own expense. 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 will use commercially reasonable efforts to make the desired language teacher and language level available to you at the requested time for the Virtual Classroom Services. However, availability may be limited, and changes may be necessary on short notice on important grounds. Specifically, Babbel may, in its sole discretion, replace any designated language teacher with an equally qualified language teacher at any time before the start of a Virtual Classroom session.
6.8 The content, scope, time, and duration of a Virtual Classroom session are detailed on Babbel’s website or in the Babbel app. Subject to Clause 2.2, Babbel may appropriately adjust 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 best interest.
6.9 Babbel and the language teacher, at their own discretion, are free to determine the specific contents and/or design of any Virtual Classroom session. For One-On-One Sessions, Babbel will 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 conduct of users in Virtual Classroom sessions (“Babbel Live Code of Conduct”), form an integral part of these Terms and any Order for Virtual Classroom Services. By booking and attending a Virtual Classroom session you agree to adhere to and be bound by the applicable Babbel Live Code of Conduct which may be updated by Babbel from time to time and can be accessed in its current form here. You must comply with the Babbel Live Code of Conduct at all times. Babbel is not 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, especially if you violate applicable laws and/or the Babbel Live Code of Conduct. To ensure a high-quality learning experience, Babbel and/or the language teacher may exclude you from a Virtual Classroom session if you repeatedly behave in a way that is jeopardizing the progress of a Virtual Classroom session and a constructive learning environment (e.g., by a lack of responsiveness during a session or participating in a non-constructive manner).
6.12 To prevent a disturbance of Virtual Classroom sessions, your access to a Virtual Classroom session may be denied by Babbel and/or the language teacher if you join a Virtual Classroom session with a delay of more than ten (10) minutes after the scheduled starting time.
6.13 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 18.7, 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 from its obligation to provide the respective Virtual Classroom Services.
6.14 To effectively cancel a Virtual Classroom session, you must do so via your User Account.
6.15 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, Babbel reserves the right to charge a monetary fee to your User Account ("Cancellation Fee") or you may forfeit any Credits used for the Virtual Classroom session in question. The applicable Cancellation Fee is specified in the "Cancellation Policy" which may be updated by Babbel from time to time and can be accessed in its current form here. In either case, you are free to dispute whether Babbel has incurred any loss or whether the compensation you owe is reasonable in relation to such loss. Babbel reserves the right to claim further damages.
6.16 You may use any training material provided by Babbel and/or a language teacher in connection with Virtual Classroom Services solely for personal training, preparation and follow-up, and for personal informational purposes. You may not duplicate, process, distribute, or publicly reproduce any training material without Babbel’s prior written consent. 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 as specified in the Order. “Support” refers to Babbel’s obligation to use commercially reasonable efforts to respond to your reasonable support requests regarding Paid Services by troubleshooting issues and providing assistance within a reasonable time. “Maintenance” refers to 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 support@babbel.com or any other email address that Babbel may designate from time to time, via the live chat on Babbel’s website, and/or via the telephone numbers as indicated on Babbel’s website. Support is available from Monday through Friday during regular business hours in the locations where Babbel operates service centers.
7.3 Babbel will 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 support@babbel.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 will use commercially reasonable efforts to timely correct any errors reported, provided that (a) you supply a detailed description of the error and its reproducibility, and (b) the priority of the error is reasonably determined by Babbel at its sole discretion.
8. Availability of Paid Services
8.1 Subject to your payment of the Service Fees, Babbel will make Paid Services available to you in accordance with this Clause 8.
8.2 Babbel will use reasonable efforts to ensure that the Paid Services are available to you via the internet no less than ninety-nine-point five percent (99.5%) of the time in each calendar year, based on a twenty-four (24) hours a day and seven (7) days a week availability schedule. This excludes (a) any temporary unavailability due to scheduled or unscheduled Maintenance, and (b) unavailability caused by factors beyond Babbel’s reasonable control. Babbel will aim to provide reasonable advance notice of any scheduled service disruption.
8.3 You are aware and acknowledge that access to Paid Services on your end depends on third-party products and services (e.g. internet access), which Babbel cannot guarantee. Babbel will 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”). In accordance with the Order, Babbel may provide Paid Services either: (a) on a subscription basis (“Subscription-based Paid Services”); or (b) based on credits (“Credits”) which are either included in an Order for Services or purchased in a separate Order (“Credit-based Paid Services”); or (c) on a different fee structure.
9.2 For Credit-based Paid Services, any unused Credits will expire either: (a) twelve (12) months after the Credits were purchased; or (b) upon termination or expiry of the relevant Order, whichever occurs first. Credits are non-refundable, non-transferable, and no interest will accrue on them.
9.3 During the Renewal Service Term, the billing cycle applicable for the Initial Service Term will continue to apply and Babbel may change the Service Fees for upcoming billing cycles of the Renewal Service Term with at least thirty (30) days’ notice prior to the end of the Initial Service Term or before those changes take effect. During the notice period, you have the right to terminate the agreement with immediate effect.
9.4 You must make payment of the Service Fees using the payment methods offered on Babbel’s website, or in case of any Order through third-party provider (e.g. Apple App Stores, Google Play Store), the payment methods offered by such third-party providers.
9.5 Babbel may bill you through electronically transmitted invoices. Full payment for invoices is due within thirty (30) days from the mailing or transmittal date of the invoice.
9.6 Following written notice to you (simple email will 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.
9.7 You may only set-off your claims against Babbel’s claims if and 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 will be delivered via email to the email address you provide.
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”). Upon conclusion of the Initial Service Term the contractual term of the Order shall automatically and continuously renew for an indefinite period (“Renewal Service Term”), unless terminated by Babbel or by you at any time (a) no later than seven (7) days prior to the end of the Initial Service Term for Virtual Classroom Services or (b) by no later than forty-eight (48) hours prior to the end of the Initial Service Term for Paid Services other than Virtual Classroom Services, which in each case shall be effective as of the end of the Initial Service Term. During the Renewal Service Term any Order may be terminated by Babbel or by you at any time with a one-month notice period. In case of a termination before the end of a billing cycle, Babbel will provide you with a pro rata refund of Service Fees for the remainder of the applicable billing.
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). Good cause for Babbel also includes situations where (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 experience a significant deterioration in your financial situation. Good cause also includes material modification of Paid Services as set out in clause 2.1.
12. Lifetime License
12.1 A “Lifetime License” means a license for the use of Paid Services granted to you by Babbel for your lifetime. In accordance with this Clause 12, it will 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 with it shall not pass to your heirs and may not be otherwise transferred or assigned. Babbel may request proof of identification from you 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 only applies to the Services defined in the applicable Order at the time of purchase and does not extend to any future services.
12.4 Clause 2.2 applies to updates and modifications of Services under a Lifetime License. However, Babbel may only modify the Services under a Lifetime License to the extent reasonable for you, taking into account both your and Babbel’s legitimate interests.
12.5 Neither Babbel nor you may terminate any Order for a Lifetime License for convenience. You and Babbel’s right to immediately terminate any Order for a Lifetime License for good cause, as defined in Clause 11.4 shall remain unaffected.
13. Multi-User-Plans
13.1 Babbel may offer Services as multi-user-plans under which the specific Service subject to an Order will be provided not only to you, but also to one or more persons designated by you (“Multi-User-Plan”). The additional person(s) designated by you under a Multi-User-Plan qualifies as a third-party beneficiary in relation to such Services but is not the contractual partner of Babbel and shall not be entitled to assert contractual rights and remedies against Babbel, in relation to such services. Both you and the third-party beneficiary or beneficiaries must have their own User Accounts with Babbel to receive the Services under a Multi-User-Plan.
13.2 When you place an Order for a Multi-User-Plan that is confirmed by Babbel, you are the user holding the contractual relationship with Babbel in relation to the specific Service (“Primary User”). Upon confirmation of the Order, you will receive an electronic voucher code, sent to the email address associated with your Babbel account. You may pass this electronic voucher code to one or more persons designated by you. This person or persons, upon registering the electronic voucher code with their own User Account, is entitled to use the specific Service subject to the Multi-User-Plan to the same extent as the Primary User (“Secondary User”), unless otherwise stipulated in the Order. Once activated by the Secondary User(s), the use of the Services is linked to that Secondary User’s Account and cannot be transferred. It is the Primary User’s sole responsibility to keep the electronic voucher code confidential and to only pass it on to the designated additional user(s). Babbel has no obligation to verify whether the redeeming user(s) is/are the person(s) designated by the Primary User.
13.3 Service Fees as specified in the applicable Order for the Multi-User-Plan will be billed to the Primary User. No separate charges for the use of the Services under the respective Multi-User-Plan will apply to the Secondary User(s).
13.4 The Multi-User-Plan may be terminated in accordance with these Terms by the Primary User only. Upon termination of the Multi-User-Plan by the Primary User, the Secondary User(s) will no longer be able to use the respective Services. The Secondary User(s) may purchase an individual subscription to continue using the respective Services. Payment obligations for such a subscription will be established according to the new Order placed.
14. Limited Warranty for Paid Services
14.1 You represent and warrant that you have verified 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 scope, nature, and quality of the Services are governed by these Terms, the Order, and the Documentation. Any other requirements will only form part of the Order if mutually agreed upon in writing by you and Babbel. Product descriptions, illustrations, test programs, etc. do not constitute guarantees or agreements on certain specifications. For any such agreement to be valid, it must be expressly agreed to in writing by a director of Babbel.
14.2 Babbel will provide the Services in accordance with the Documentation. Any claims for damages due to a breach of this warranty are subject to the limitations set forth in Clause 18.
14.3 You are not permitted to obtain or access the source code of the Services for any reason.
15. Proprietary Rights | User Data
15.1 Babbel and its vendors and licensors own and shall retain all proprietary rights, including all copyrights, database rights, patents, trade secrets, trademarks, and all other intellectual property rights and technical solutions, in and to the Services. This includes but is not limited to, any learning contents and didactic methods. You acknowledge that the rights granted under any Order do not confer to you any title to or ownership of the Services.
15.2 You shall retain all rights, titles, and interests 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. If necessary for performance of Services, Babbel may transfer your data to third-party service providers in accordance with Babbel's privacy policy. Babbel shall have no liability arising from your data and any Content.
16. Data Privacy
The processing and use of personal data by Babbel is described in Babbel’s privacy policy, which can be accessed here.
17. Indemnity
17.1 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” is defined as any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with Babbel, or is a wholly-owned subsidiary of Babbel, where ‘control’ means owning, directly or indirectly, at least fifty-one percent (51%) of the equity securities or equity interests of an entity.
17.2 In connection with any claim for indemnity under this Clause 17, Babbel will promptly provide you with notice of any claim that Babbel believes falls within the scope of your indemnity obligations. However, the failure to provide such notice shall not relieve you of your obligations under this Clause 17, 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 shall not be unreasonably withheld, conditioned, or delayed.
17.3 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. Babbel shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim. If the use of the Services is, or in Babbel’s sole opinion is likely to become, subject to such a claim, Babbel may, at its option and expense, (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 necessary, 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, starting from the date of termination.
17.4 Clause 17.3 does not apply if (a) the Services are modified by you or by any third party for which you are responsible, (b) 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) the Services are used in an unauthorized manner.
17.5 Your rights under this Clause 17 represent your sole remedy with respect to any claim of infringement of third-party intellectual property rights and trade secrets.
18. Limitation of Liability
18.1 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. Babbel's liability for simple negligence is limited to (i) breaches of material obligations (fundamental duties which form the essence of the Order and of the performance on which you may rely) which are essential to enable the ordinary implementation of the Order, (ii) whose breach would jeopardize the achievement of the purpose of the Order, and (iii) on which you may rely under regular circumstances.
18.2 In the event of a breach of such a material obligation, Babbel shall be only liable for the foreseeable, typical contractual damage. This limitation also applies to breaches of duty by Babbel’s legal representatives or vicarious agents. The personal liability of Babbel’s legal representatives, vicarious agents and employees for damages caused by them due to slight negligence (i.e., negligence that is not gross negligence) is excluded.
18.3 Subject to Clauses 18.1 and 18.2, the total 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 one hundred and fifty percent (150%) of the total Service Fees paid or payable by you under the relevant Order.
18.4 The limitations set forth in Clauses 18.1 to 18.3 do not apply in case of (i) a contractual guarantee given by Babbel, (ii) injury or damage to life, body and health, (iii) any liability due to willful concealment of defects; or (iv) in case of liability in accordance with the German Product Liability Act (ProdHaftG).
18.5 Babbel shall be liable for loss of data only up to the amount of typical recovery costs that would have been incurred had proper and regular data backup measures been taken by you.
18.6 Babbel does not guarantee, represent, or warrant any specific language learning progress or success will be achieved by you through your use of the Services.
18.7 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.
19. Notice of Right of Withdrawal | Declaration on Immediate Performance
19.1 Pursuant to statutory law, you 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 this contract is entered into. 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: support@babbel.com) 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, Babbel 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 Babbel), 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. Babbel 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
19.2 Your right of withdrawal as set out in Clause 19.1 expires prematurely in the case of a contract for the delivery of digital content that is not contained in a tangible medium (i) in case of Free Services: if Babbel have commenced performance of the contract; or (ii) in case of Paid Services: if Babbel has commenced performance of the contract after you have expressly consented that Babbel will commence performance of the contract prior to the expiry of the withdrawal period, you have acknowledged that by consenting you will lose your right of withdrawal from the contract upon performance of the contract having commenced, and Babbel has provided you with a contract confirmation containing a reproduction of the contract content, the legally required information as well as your consent and confirmation of acknowledgement on a durable medium (e.g. via email) prior to delivery. The aforementioned consent and confirmation are usually provided as part of the process of placing an Order.
19.3 Your right of withdrawal as set out in Clause 19.1 expires prematurely in the case of a contract for services (within the meaning of the right of withdrawal under applicable statutory law) (i) in case of Free Services: upon full performance of the services; or (ii) in case of Paid Services: upon full performance of the services if you have expressly provided your consent on a durable medium that Babbel will start performance of the contract prior to the expiry of the withdrawal period and you have acknowledged that by consenting you will lose your right of withdrawal from the contract upon full performance of the contract.. If you withdraw from an Order involving services (e.g., Virtual Classroom Services) before your right of withdrawal has expired, you may be obliged to compensate Babbel for the value of such services provided until the withdrawal is effective.
19.4 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.
20. Assignment | Novation
20.1 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.
20.2 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 20.1.
20.3 You must not assign any of your rights or obligations under any Order and these Terms without the prior written consent of Babbel, except for any payment claims.
21. Entire Agreement | Severability | Changes
21.1 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, whether written or oral.
21.2 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. Any ineffective or invalid provision shall be replaced by a provision that, as closely as legally possible, achieves the intent and purpose of the original provision. If the ineffectiveness or invalidity of a provision is due to 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. This also applies to any unintended omission or error in an Order or these Terms.
21.3 Without prejudice to Clause 22, any valid amendments or supplements to any Order must be mutually agreed upon 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 21.3.
22. Revision of these Terms
22.1 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 as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email 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.
22.2 Babbel may amend and/or update these Terms from time to time for future Orders at any time for any reason without notice.
23. Governing Law | Consumer Dispute Resolution
23.1 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 laws of the Federal Republic of Germany, excluding its conflict of laws provisions. 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) shall remain unaffected.
23.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
23.3 Babbel is not obligated to participate in European Commission dispute resolution proceedings or in dispute resolution proceedings before any other consumer arbitration board.
COUNTRY-SPECIFIC PROVISIONS
The following country-specific provisions shall apply and shall supersede the corresponding provision(s) stated in the Terms above in case your habitual residence, at the time of placing an order with Babbel, is/has been in one of the countries mentioned below:
A) BRAZIL
If your habitual residence is/has been in Brazil at the time of placing an order with Babbel, the following shall apply:
Clause 11.3 shall be amended to read as follows:
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 an indefinite period (“Renewal Service Term”), unless terminated by Babbel or by you at any time (a) by no later than seven (7) days prior to the end of the Initial Service Term for Virtual Classroom Services or (b) by no later than forty-eight (48) hours prior to the end of the Initial Service Term for Paid Services other than Virtual Classroom Services, which in each case shall be effective as of the end of the Initial Service Term. Any termination of Paid Services during the Initial Service Period may be subject to a penalty as laid out in the below Clause 11.5. During the Renewal Service Term any Order may be terminated by Babbel or by you at any time with one-month' prior notice.
Clause 11.5 shall be added and read as follows:
If you decide to cancel an Order for Paid Services before the end of the Initial Service Period, you may be asked to pay a penalty of 10% of the remaining value of the Order.
B) UNITED KINGDOM
If your habitual residence is/has been in the United Kingdom at the time of placing an order with Babbel, the following shall apply:
Clause 11.3 shall be amended to read as follows:
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 an indefinite period (“Renewal Service Term”), unless terminated by Babbel or by you at any time (a) by no later than seven (7) days prior to the end of the Initial Service Term for Virtual Classroom Services or (b) by no later than forty-eight (48) hours prior to the end of the Initial Service Term for Paid Services other than Virtual Classroom Services, which in each case shall be effective as of the end of the Initial Service Term. Babbel will provide a reminder to you in a reasonable time period before the renewal takes effect, which will be accompanied by any appropriate information regarding the renewal and steps to be taken if you do not wish for the Initial Service Term to be renewed. During the Renewal Service Term any Order may be terminated by Babbel or by you at any time with one-month's prior notice. Save as provided for in clause 19.1, you may not terminate any Order for Paid Services for convenience with effect prior to the end of the Initial Service Term.
C) UNITED STATES OF AMERICA
If your habitual residence is/has been in the United States of America at the time of placing an order with Babbel, the following shall apply:
Clause 11.3 shall be amended to read as follows:
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. You shall be responsible for the charges through the end of the then-current service term and Babbel is not obligated to provide you with a pro-rata refund of your payment for the applicable service term upon cancellation.
Clause 18 shall be amended to read as follows:
18.1 IN NO EVENT WILL BABBEL BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES RESULTING YOUR USE OF THE SERVICES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BABBEL’S LIABILITY FOR DIRECT DAMAGES EXCEED THE FEES YOU HAVE PAID TO BABBEL DURING THE PRIOR TWELVE (12) MONTH PERIOD FOR THE SERVICES.
18.2 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.
18.3 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.
Clause 19 shall not apply.
Clause 23 shall be amended to read as follows:
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 laws of the state of New York, excluding its conflict of laws provisions, and each party consents to the exclusive jurisdiction and venue of the courts located in New York County, New York for all matters under these Terms. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Babbel GmbH
District Court of Berlin Charlottenburg, Germany, HRB 110215
September 2024