Palabea General Terms of Use (GTU)

As of: 15th February 2012

Preamble

Under the Internet domain palabea.com and other top-level domains (inter alia, asia, de, es, net, me, org, tv, us), various services of (henceforth referred to as "Palabea") are offered/operated for our Users. Palabea is a project that is promoted by Matthias Spanic and Fabian Hübner and all employees of Palabea for all Users worldwide. Palabea regards itself as a marketplace where people can simply connect with one another, speak, learn, teach and interact, regardless of their location worldwide, at any time. The focus is on the particular interests and motivation of people to communicate with one another. On Palabea, you can get to know people who are not, or not yet, within the current professional or social network (Social Graph) and interact with them online (video, audio and/or text chat). Furthermore, it is possible to post offers and requests (Palabea Offers and Requests) on Palabea to monetize your knowledge.

You can use Palabea with your Internet browser and prospectively, in the future, also with your Smartphone (e.g. iPhone, HTC, Samsung, Nokia etc.) or a Tablet PC (iPad etc.).

When registering with Palabea, you (also henceforth referred to as "User") consent to the General Terms of Use (henceforth also referred to as "GTU").

The registration is valid as a contract between you, the User, and , , . Further contact details, the commercial register data and the name of an authorized representative of can be found in our Legal Notice.

1. Scope, contract subject matter

1.1 Palabea operates an international marketplace platform on the stationary and mobile Internet (the “Palabea Platform”), which contains profiles, information and offers of the Users. Participating Users can offer text, audio and video chats in many represented languages and on diverse topics — so-called Palabeas — (see further details in Clause 4 of these GTU). Users of the platform can be learning, consuming people (students) or qualified, producing or teaching people (teachers). Palabeas can be offered free of charge or for a fee. Palabea arranges the conclusion of contracts between participating Users, meaning students with Palabea and teachers with Palabea. Palabea sells class units to students and provides a virtual classroom. On the other side Palabea buys teaching power by its teachers. Palabea is on principle obligated to undertake efforts constantly to arrange contracts for the offering Users by operating the Palabea Platform.

1.2 Palabea performs the services described in these General Terms of Use for the User exclusively on the basis of these General Terms of Use (referred to below as “GTU”). The User shall accept these GTU when registering with Palabea. Furthermore, additional, specific services can be offered on the Palabea Platform, for which specific terms of use shall apply. Palabea will refer to such specific services and specific terms of use separately. In order to utilize such specific services, you must consent to the specific terms of use.

1.3 Conflicting terms and conditions of the Users shall not become part of the contract even if they have not been explicitly objected to by Palabea. Any terms and conditions of the Users shall only apply if Palabea has explicitly consented to them in writing.

1.4 The GTU shall apply to all functions, tools, the arrangement of contracts between Users and other services (jointly referred to as "Services") that Palabea provides. The Data Protection Policy shall apply supplementally to the GTU. Palabea therefore urgently requests all Users and any parents authorized to represent to attentively read through the "Code of Conduct of " and act accordingly.

2. Registration and contract conclusion

2.1 Registration on the Palabea Platform is open to natural persons and legal entities, pursuant to this Clause 2 and is free of charge. Offers by other Users on the Palabea Platform may be subject to a fee. However, by registering, you do not enter into any obligation to use such offers.

2.2 The precondition for registration by a natural person at Palabea is that the User is either of full age or has reached the age of 14 and a parent or legal guardian has consented. By registering, you either guarantee that you are of full age or that you have reached the age of 14 and the consent of your parent or legal guardian is available.

2.3 The registration of a legal entity may only be carried out by a natural person who is an authorized representative and who must provide a name. For registration, only individuals may be specified as a holder of the User Account (i.e. no married couples or families).

2.4 The User Account is password-protected and non-transferable. Within the context of registration, the User must select a username and a secure password (at least 6 characters, comprised of letters, numbers and symbols). The User undertakes to keep his or her password a secret and not disclose it to third parties. In this context, Palabea points out our employees will never ask a User for his or her password at any time, either within the context of discussions/telephone conversations or by e mail.

2.5 During registration, the User shall also have the option to provide additional data as well as upload a profile picture. The User shall consent to the publication of his or her username, profile data and profile picture. At any time, the User shall have the option to change or delete the profile data and the profile picture and to change the visibility of profile data and the profile picture in the personal settings of the User Account. Clause 5 of these GTU shall also apply to the username, profile picture and other data provided during registration. In particular, the username, profile picture and other data provided during registration must not infringe any third-party rights (e.g. trademark rights and copyrights) or legal regulations.

2.6 Before the registration can finally be submitted, a summary of the entered data is displayed. The User can correct entry errors by navigating backwards in the browser or cancelling the registration process and starting again.

2.7 Each User requires a valid e mail address for opening the User Account. By virtue of the fact that the User has fully, truthfully and correctly filled out all data fields of the registration form, which are marked as being necessary, has accepted the validity of the GTU and consents to data storage and use, which is described in the Data Protection Policy, he or she requests Palabea to issue a binding offer to conclude a utilization contract.

2.8 For security reasons, Palabea shall send the User an e mail with a hyperlink after receiving the registration, through which the User can verify the correctness of the specified e mail address. This e mail simultaneously contains the binding offer from Palabea to conclude a utilization contract. The contract is concluded with Palabea by clicking on the link to confirm the e mail address.

2.9 It is possible to conclude the contract in the English and German language (additional languages will be made available in the future). The GTU can be accessed at any time using the Palabea Platform. The contract text will not be stored beyond this. The German version of these General Terms of Use is authoritative. The additional versions are only for information purposes.

2.10 Legal declarations (e.g. changes to the GTU, cancellation or other notices) can be sent to the User as e mails, to the e mail address specified during registration.

2.11 Palabea reserves the right to change these GTU. Palabea shall send the User the changed GTU by e mail at least four weeks prior to their entry into force and point out the intended validity of these new GTU, as well as the User's right to object to the validity of these GTU. If the User does not object to the validity of the new GTU within the time limit, the new GTU shall be deemed as accepted. Palabea shall point out the significance of the four-week time limit, the right to object and the legal consequences of silence to the User in the notification e mail.

3. Use of the Palabea Platform

3.1 As a registered User, you can set up your own profile on the Palabea Platform, view profiles of other Users, post your own offers, search through offers of other Users and connect, as well as use the additional community functions on the basis of the provisions of Clause 5 of these GTU. The structure of community functions is at the discretion of Palabea and can be changed at any time. Community functions can be comprised of sent private messages and commenting and evaluating profiles and offers of other Users. The use of these functions is free of charge.

3.2 Furthermore, Palabea arranges the conclusion of contracts between Users, as described in Clause 4 of these GTU. These contracts can be subject to a fee. In this case, Palabea shall receive a commission pursuant to Clause 7 of these GTU from the User. Palabea therefore arranges the contracts by means of each both contracting parties students (selling class units) and teachers (buying teaching power) with Palabea. Palabea undertakes to present the profiles and offers of the Users on the Palabea Platform during the term of the contract, within the context of technical availability.

3.3 Palabea cannot guarantee any successful arrangement of contracts between the Users. Palabea shall therefore not be responsible if contact/language arrangement with other Users does not take place during the term of the contract. Third-party vendors, i.e. other Users, shall provide the offers and content, which are accessible on Palabea.

3.4 In order to be able to use Palabea, you require an Internet-enabled computer, an Internet connection and browser software (Internet Explorer, Mozilla Firefox, Chrome, Safari, Opera, etc.). For using and playing back the content, your computer must be equipped with the necessary output devices (sound card, loudspeaker, or similar), as well as the appropriate software. The User shall be exclusively responsible for creating the technical preconditions. Palabea points out that when using the Internet, additional costs and fees can be incurred, which are charged by third parties (e.g. provision of the Internet connection, connection fees).

3.5 The responsibility for all information, data, texts, photos, videos, podcasts, messages or other material ("Content"), which are published generally or privately sent, shall lie exclusively with the User from whom such Content originates. This means that the User, not Palabea, shall bear the entire responsibility for any Content that he or she posts on the Palabea Platform or forwards using the chat functions on the Palabea Platform or in another manner, within the context of the services. Palabea fundamentally does not monitor the Users' Content and does not assume ownership of the Content. Palabea therefore assumes no guarantee for the correctness, adequacy and quality of such Content. Under no circumstances shall Palabea be held liable for Content, particularly not for errors, inaccuracies or incompleteness in relation to Content.

4. Palabeas: Content of other Users

4.1 On Palabea, Users can offer text, audio and video chats on topics that they select themselves (so-called "Palabeas"). The Users themselves decide on the type of the chat, the duration of a Palabea and whether one or several Palabeas will be offered free of charge or for a fee ("Premium Palabeas"). The Palabeas do not constitute distance learning. Learning performance monitoring and/or course completion do not take place.

4.2 Furthermore, Palabea can offer a function through which Users post requests for Palabeas on desired topics on the Palabea Platform ("Request") and can set additional parameters, such as the required language and price. If another User would like to fulfill such a Request, he or she can send the requesting User an appropriate offer through the Platform.

4.3 Premium Palabeas are explicitly identified as such on the Palabea Platform and marked with the price that has been freely selected by the offering User. Palabea has no influence on the pricing structure.

4.4 The posting of a Palabea without a fixed date on the Palabea Platform does not yet constitute a binding offer by the offering User to conclude a contract (invitatio ad offerendum). Other Users can only send an offer to the offering User through the Palabea Platform by sending the order and arranging a date. By accepting the order with the proposed date, the contract is concluded between the Users.

4.5 The posting of a Palabea with a fixed date constitutes a binding offer by the offering User to conclude a contract (offerta ad incertas personas). Other Users can accept this offer by sending the offer to the offering User through the Palabea Platform. With this acceptance, the contract is formed between the Users.

4.6 Before the order is finally submitted, a summary of the order is again displayed. The User can correct entry errors by navigating backwards in the browser or cancelling the order process and starting again.

4.7 The contract regarding the implementation of the Palabea is formed directly between the particular participating Users (student and teacher) with Palabea (student – Palabea and teacher Palabea). Palabea does not become a party to this contract but is only active as the arranger. After implementation of the Palabea, the acquiring User confirms the implementation of the Palabea using the notification function on the Palabea Platform.

5. Community functions, User-generated Content

5.1 In relation to his or her profile and offers of own Palabeas that are accessible on the Palabea Platform, the User can utilize community functions within the context of the specified technical options and post User generated Content on the Palabea Platform.

5.2 The User undertakes to refrain from disseminating any content (e.g. pictures, videos, links, names, words) on the Palabea Platform with abusive, offensive, violent, sexist, pornographic or other morally reprehensible or objectionable, particularly racist, as well as left-extremist or right-extremist, character, or extremism. Furthermore, the User undertakes to refrain from using any legally protected terms, names, pictures, videos, music pieces or other materials when using the Palabea Platform. The User shall always observe all relevant legal regulations, particularly regarding the protection of minors, data protection, the protection of personal rights and in the areas regarding criminal, copyright and trademark law.

5.3 Palabea can provide the User with various communication options for his or her own Content and contributions on the Palabea Platform, which the User can use within the scope of actual availability. Palabea shall solely provide the technical options for exchanging information. However, no entitlement shall exist to the provision of such communication options.

5.4 The User shall assume the sole responsibility for the introduced Content and contributions and undertake to exempt Palabea fully from third-party claims pursuant to Clause 10.3 of these GTU. Palabea explicitly shall not assume ownership of the Content posted by Users. However, the User shall grant Palabea the permanent, irrevocable and non-exclusive right to use of his or her posted Content. Palabea points out that it does not carry out any active monitoring of the posted Content. Furthermore, each User has the option of reporting presumed illegal Content to Palabea. Palabea shall then react as quickly as possible and edit or delete reported Content - as necessary.

5.5 The User is prohibited from publishing or disseminating Content on the Palabea website, specifically within the context of the communication options provided, which

• violates applicable law, is disorderly or immoral;
• infringes trademarks, patents, utility models or registered designs, copyrights, business secrets or other third-party rights;
• has a character that is obscene, racist, violence-inciting, pornographic, harmful to minors or otherwise harms or impairs the development of children and minors;
• has an abusive, offensive or defamatory character;
• contains chain letters or snowball systems;
• falsely creates the impression of having been provided or supported by Palabea;
• has personal data of third parties as its subject matter, without their explicit consent;
• has a commercial, specifically advertising character; the advertising and marketing of own Palabeas through the Palabea Platform is excepted from this.

5.6 The mentioning of websites, companies or product names is only admissible if this does not primarily occur for advertising purposes.

5.7 All Users of the communication options provided on the Palabea website shall undertake to use appropriate wording. Abusive criticism or attacks on persons in a degrading way shall be refrained from.

5.8 Notwithstanding the other rights pursuant to these GTU, Palabea shall have the right to change, fully delete or partially delete Content and contributions that violate these rules.

5.9 The User guarantees to Palabea that all of the Content posted by him or her is free from third-party rights, can be used in any form and that the Content posted by him or her neither violates relevant legal or official provisions nor - furthermore - violates good morals in a manner that its harmful to minors, pornographic, racist, abusive or similar. This also includes any personal rights of all third parties illustrated, named or otherwise integrated into the Content.

6. Term, blocking, cancellation

6.1 The registration contract for the use of free services on Palabea shall be concluded for an indeterminate period and can be cancelled by both parties without specifying reasons. The following cancellation notice period shall be observed: During the first year of the contractual term, one month, during the second year, two months, during the third to fifth year, three months and afterwards, six months. In order to cancel, the User can remove his or her registration data under the "Profile/Settings" menu item by clicking on the "Delete User Account" button. Then, the User will receive an e mail with a link that he or she must click on in order to activate the cancellation of his or her registration. Both parties can also declare the cancellation in text form (e.g. by e mail, fax or letter).

6.2 Palabea can undertake the following measures if concrete indications exist that a user has violated legal provisions, third-party rights, the Palabea General Terms of Use or if Palabea otherwise has a vested interest, particularly in protecting Users from fraudulent activities:

1. Deletion of offers or other content
2. Warning Users
3. Limitation/restriction of use of the Palabea marketplace
4. Temporary blocking
5. Final cancellation

In selecting a measure, Palabea shall take the vested interests of the affected User into consideration, particularly if indications exist that the User is not at fault for the violation.

6.3 In particular, Palabea can also exclude a User irrevocably from the utilization of Palabea for the following reasons:

1. Non-compliance with legal provisions by the User,
2. Violation by the User of his or her contractual obligations,
3. The reputation of the services offered on the Palabea website is impaired by the presence of the User,
4. The User has repeatedly received negative ratings in the rating system, and the purpose of the block is to preserve the interests of the other market participants.
5. The User has provided false contact details, particularly a false or invalid e mail address.
6. The User has transferred his or her User Account or has attempted to do so.
7. The User has harmed other Palabea Users or Palabea to a significant extent; in particular, he or she has abused Palabea services.

After a User has been blocked irrevocably, no entitlement exists to restoring the blocked User Account or the (rating) profile at Palabea.

6.4 The right to extraordinary cancellation without notice for cause shall remain unaffected.

6.5 After the end of the contractual relationship, the User Account shall initially be deactivated for 60 calendar days and then finally deleted, provided that legal provisions do not require or permit continued storage of the data contained in the Account. If the User has cancelled the contractual relationship him- or herself, he or she shall have the option to have the User Account reactivated again during these 60 days. The User can declare this by e mail to .

7. Settlement for Premium Palabeas, commission

7.1 The settlement for Premium sold Palabeas shall occur centrally through Palabea. This means that Palabea shall collect the price of the Premium Palabeas (class unit) from the Users (student) on the basis of this Clause 7 and distribute this to the offering User (teacher) after deducting an agreed commission.

7.2 The User can make the payment through the individual payment methods listed on the Palabea Platform, e.g. credit card, PayPal, electronic direct debit or immediate transfer.

7.3 The invoicing shall occur digitally and also centrally through the Platform; for this, Palabea shall provide the Users (in each case, student and teacher) with the necessary functionalities. Invoicing in paper form is dispensed with. The invoice/ credit note is either sent to the User by e‑mail, or it will be stored in the User Account on the Palabea Platform.

7.4 For the arrangement of the contracts for the implementation of Premium Palabeas among Users, Palabea shall receive a commission of 30 percent from the teacher of the collected price from the user. Within 10 working days after each month-end, Palabea shall issue each User (student and teacher) with a digital statement regarding the amounts collected and the commission due and shall disburse the offering User’s (teacher) share within another 14 days of the settlement date to the offering User.

7.5 The amounts collected by Palabea shall only enter into the settlement if the purchasing User has confirmed the implementation of the Palabea using the relevant notification function on the Palabea Platform. The rescission of a contract is performed by Palabea.

7.6 In the interest of cost-efficient processing, small amounts below EUR 30 shall not be disbursed, but rather shall be transferred as credit balances into the next month until the computed disbursement amount of EUR 30 is reached. Upon termination of the contractual relationship, the remaining credit balance will be disbursed, even if it does not reach EUR 30.

7.7 Each User is responsible for always keeping the payment details (e.g. Account details) in his or her profile updated for the purpose of disbursement. Palabea shall not be held liable for damages resulting from false, obsolete or incomplete payment details.

7.8 Prices stated on Palabea shall include the current effective statutory value-added tax.

8. User's (consumer's) cancellation right

In the event that you register with Palabea for a purpose that can neither be attributed to your commercial nor professional activity, the following provisions shall apply to you, as a consumer within the meaning of the law (§ 13 BGB [German Civil Code]).

9. Warranty, liability limitation

9.4 Palabea shall exclusively be held liable to the User for damages as follows:

9.4.1 Palabea shall have unlimited liability for culpable injury to life, limb, health, deliberate and grossly negligent breaches of duty by Palabea, its legal representatives or legal agents, as well as for the violation of a guarantee - to be explicitly designated as such - and in the event of legally mandatory liability.

9.4.2 In the event of slightly negligent breach of other significant contractual duties (cardinal duties), Palabea shall only be held liable for contractually typical, foreseeable damages. Significant contractual duties are those duties which must be fulfilled to make the proper implementation of the contract at all possible and the observance of which the contracting party may therefore generally rely on.

9.4.3 Beyond this, Palabea shall not be held liable for slight negligence.

9.6 The liability limitations of this section also apply in favor of the legal representatives and legal agents of Palabea if claims are directly asserted against them.

10. Copyright, name and trademark rights

10.1 Palabea respects the intellectual property of third parties and asks its Users also to do so.

10.2 If you hold the view that your copyrights are being infringed by the Content of another User who is using the palabea.com website for storage, publication or sending of his or her Content, please notify us, specifying the following information:

1. a description of the copyright-protected work that you believe has been infringed;
2. a description of where the material is located that you believe is infringing copyrights;
3. your address, telephone number and e mail address.

10.3 You hereby declare that you indemnify Palabea, companies affiliated with Palabea, as well as the salaried employees, wage-earning employees, staff, representatives, shareholders and legal agents of Palabea and/or companies affiliated with Palabea for claims or any demands which are raised by third parties on the basis of, or in relation to, Content that you store, publish and/or send within the context of using the Palabea Platform or which are raised through you on the basis of your use of our service or on the basis of infringements of these General Terms of Use or third-party rights. This also includes commensurate legal and court costs.

10.4 You acknowledge that Palabea shall exclusively be entitled to all rights to the offers by Palabea and its markings, including any trademark, patent, copyright or licensing rights or other rights or comparable legal positions in relation to you, provided that it does not explicitly involve works under a creative common license.

10.5 The Palabea logo and the company name, Palabea, are legally protected under name and trademark law. Their use, as well as the use of other company names and trademarks, which are posted on the Palabea Platform, shall require the written approval of Palabea.

10.6 All rights to programs, services, processes, software, technologies, trademarks, trade names, inventions and materials, which belong to the Palabea Platform, lie exclusively with Palabea. Palabea is the owner of all rights of use to the aforementioned rights. The use of all programs and their content, materials, trademarks and trade names is exclusively admissible for the purposes specified in these GTU. Duplication of the programs, services, processes, software, technologies, trademarks, trade names, inventions, and materials that belong to the Palabea Platform is prohibited, provided that it is not explicitly permitted by Palabea.

11. Data protection

Palabea is aware that particularly sensitive handling of all personal data that Users send to Palabea is extremely important to Users [sic]. Palabea therefore observes all relevant legal data protection regulations (German data protection laws, European data protection guidelines and any other applicable data protection law). Palabea will specifically not disclose the personal data of the Users to third parties in an unauthorized manner or otherwise disclose this data to third parties. Details regarding the processing of the Users' data are regulated in the Data Protection Policy of Palabea, which can be accessed from any Palabea website.

12. Final provisions

12.1 Palabea reserves the right to change these General Terms of Use at any time with effect for the future, however not with regard to the main duties of the contract. We shall take the User's interests into consideration in the best possible manner with any change. In this case, Palabea will notify the User about planned changes to the General Terms of Use in good time by e mail. If the User fails to object to the validity of the new General Terms of Use within six (6) weeks after receipt of the notification, the changed General Terms of Use shall be deemed as accepted by the User. In the notification, Palabea shall specifically inform the User about his or her objection right and the significance of the cancelation time limit and his or her silence.

12.2 Provided that nothing else is agreed, the User can submit all declarations to Palabea via e mail or with the online contact form, which is accessible from any of the Palabea websites, or send these to Palabea by fax or letter. Palabea can send declarations to the User via e mail or by fax or letter to the addresses that the User has provided as current contact details in his or her User Account.

12.3 If individual provisions of the General Terms of Use should be or should become invalid, this shall not affect the validity of the remaining provisions.

12.4 The legal jurisdiction and place of performance for Users who are merchants within the meaning of § 14 BGB or business persons within the meaning of the HGB [German Commercial Code] is the registered office of Palabea.

12.5 The German version of these General Terms of Use is authoritative. The English and future other language versions are only for information purposes.

12.6 This contract is subject to German law.