provides LINGOO Services, which are accessible via the site www.lingoo.eu (hereinafter referred to as the 'Site').
LINGOO uses the Site to offer services and presentation and communications tools aimed at families who wish to organise language study holidays for their children either as an exchange or on the basis of a paid holiday.

The LINGOO Site and Services are therefore aimed exclusively at families wishing to:
- organise a language study holiday based on an exchange with a partner family;
- organise a paid language study holiday for their child with a host family;
- be listed on the Site as a paid host family.

Subscriptions to all or a part of LINGOO Services provided on the Site on a paid basis or free of charge are subject to acceptance without reservation of the latest versions of these General Terms of Service as well as of the General Terms of Use of the Site, which are accessible and can be viewed on the Site at all times.

1. PURPOSE

These General Terms of Service set out the terms for subscribing to and using LINGOO Services (hereinafter referred to as 'LINGOO Services' or 'Services') offered on the Site (on a paid basis) by LINGOO.

2. DEFINITIONS

For the purposes hereof, each of the expressions below will have the meaning given in its definition, namely:
'Subscriber': describes a natural person who has subscribed to LINGOO Services via a unique e-mail address, completed the registration and profile forms, undertaken to provide any additional documents that may be requested, agreed to these Terms and the General Terms of Use of the Site and complied with the financial terms applicable to the offer selected. Subscribers fall into two categories, namely 'Search Family Subscribers' and 'Host Family Subscribers', as described in article 3.3 hereof.

“Paid language study holiday agreement”: An agreement entered into exclusively by a Search Subscriber and a Host Subscriber in the context of a paid language study holiday. LINGOO provides this Agreement on the Site by means of a form to complete; this Agreement must be entered into and communicated to LINGOO in accordance with the conditions set out in article 5.2;

“Language study exchange agreement”: An agreement entered into exclusively by a Search Subscriber and another Search Subscriber in the context of a language study exchange. LINGOO provides this Agreement on the Site by means of a form to complete; in accordance with the provisions set out in articles 6.2, 6.3 and 6.4, Lingoo accepts no responsibility for the use of the language study exchange agreement form by Subscribers.

'Profile' or 'Offer': refers to all of the content and information provided by the Subscriber at the time of their registration, and intended to be shown on the Site and communicated to other Subscribers who request it in accordance with the terms described in article 5 'Operation of Services' hereof.

'References File': refers to all of the documents provided by the Subscriber as evidence of their good character and their ability to host children under the age of majority in the context of a language study holiday.
For 'Host Family Subscribers', the References File consists of the following documents:
• 2 Statements of Good Character;
• 2 Quality of Welcome Statements;
• 1 Criminal Records File Extract for the first adult;
• 1 Criminal Records File Extract for their partner (if applicable).

For 'Search Family Subscribers': 2 Statements of Good Character.

'LINGOO Services': refers to all of the services provided to the Subscriber on a paid basis under the terms of this subscription contract, as described in article 3 hereof.

3. DESCRIPTION OF LINGOO SERVICES

1. Simple access to and viewing the Site and all the pages it comprises, including in particular all the Offers published by 'Search Family' and 'Host Family' Subscribers is free and open to all, subject to adherence to all of the provisions set out in the General Terms of Use of the Site.

2. The publication of Offers as a 'Search Family' or 'Host Family' Subscriber and contact with other Subscribers for the purpose of organising a language study holiday with them, however, is subject to a prior subscription to LINGOO Services in accordance with the terms of article 4 hereof.

— Search Subscribers, who are entitled to:

• draft and publish an Offer seeking a host family, which may be:

- a Search Subscriber
In this case the language study holiday will be in the form of an exchange exchange between the Search Family subscribers or their children.

- a Host Subscriber
In this case the language study holiday will be provided on a paid basis, with the Host Family being paid by the Search Family.

Depending on the Subscriber's choice, the Offer may be sent to either 'Search Family' or 'Host Family' Subscribers, or to both.

• contact other Search and Host Subscribers.
• enter into language study holiday Agreements (paid language study holiday Agreement or language study exchange Agreement) with other Subscribers in the Search and Host categories.

— Host Subscribers, who are entitled to:

• draft and publish an Offer as a Host Family Subscriber who is paid by a Search Family Subscriber;
• be contacted by other Search Subscribers.
• enter into paid language study holiday Agreements with Search Subscribers.

4. LINGOO does not impose any geographical restrictions in respect of the location of language study holidays organised by Subscribers between themselves.

5. For any questions regarding the activities and Services offered for sale by LINGOO, Subscribers should contact LINGOO using the details shown in article 13-1 of these Terms.

4. SUBSCRIPTION PROCESS

1. Subscription and access to LINGOO Services are reserved exclusively for individuals, namely natural persons who meet the following criteria:

- for those wishing to join the 'Search Family' subscriber category: be either the parent of a child under the age of majority (as defined in the legislation of their country) at the end date of the period of stay required, or an adult and be looking for families who are offering to host in the context of a language study holiday..

- for all potential subscribers:
• have provided or undertaken to provide the documents requested, namely in particular the Statements of Good Character and other documents making up the References File;
• have complied with the financial terms applicable to the offer selected;
• have agreed to these General Terms of Service and the General Terms of Use of the Site.

As Subscription to LINGOO Services is reserved exclusively for natural persons acting as individuals, LINGOO will refuse any request for subscription from professionals, apart from Host Family Subscribers who may be acting on a professional basis.

3. At the time of registration, Subscribers undertake to provide:

- in their Profile: honest and accurate information regarding all the questions asked of them, and in particular regarding their situation and if applicable that of their child(ren), partner, husband or wife;

- in their References File: authentic documents, with the Statements of Good Character requested coming from people who are able to provide evidence honestly and reliably.

4. The Subscriber undertakes to check all this information on a regular basis and to make any necessary corrections and amendments online in their Subscriber Area.
LINGOO reserves the right, at its discretion, to refuse or terminate subsequently the registration of any Subscriber whose information should prove to be inaccurate, incomplete, misleading or fraudulent, in particular in respect of the Statements of Good Character making up its References File.

5. In particular, LINGOO draws the Subscriber's attention to the necessity for the latter to communicate a valid principal e-mail address to it.

Any communications sent by LINGOO and by Subscribers to this e-mail address will be deemed to have been received and read by the Subscriber, who therefore undertakes to check the messages received at this e-mail address on a regular basis and, if applicable, to respond to them as soon as possible. Unless it deletes them, the Subscriber can access all messages sent to it by LINGOO and by Subscribers in its Subscriber Area.

6. Search Family Subscribers who wish to organise a language study holiday for more than one child will need to create the same number of LINGOO accounts and take out the same number of subscriptions as the number of children involved. In this case, however, they will be able to take advantage of a sliding scale of prices, as shown on the 'Prices' page of the Site.

7. Clicking on 'submit' at the end of the validation process for the Registration file serves as a formal confirmation of the request to subscribe to LINGOO Services and constitutes irrevocable acceptance of these General Terms of Service as well as of the General Terms of Use of the Site.
Clicking on 'submit', once LINGOO has notified the Subscriber that it has accepted its request to subscribe to LINGOO Services, constitutes a definitive agreement to enter into a contract with LINGOO for the LINGOO Service offering it has selected.

Clicking on 'submit' constitutes an electronic signature, which has the same value as a handwritten signature.

8. Registration allows the Subscriber to choose a user name (e-mail address) and confidential password that enable them to access their management area for their profile and LINGOO Services (hereinafter referred to as their 'Account Page').
The password is personal, confidential and non-transferable and can be amended online by the Subscriber from their Account Page.
The Subscriber undertakes not to communicate these personal identification details to third parties.
LINGOO cannot be held liable for any direct or indirect harm suffered by the Subscriber or by third parties arising from fraudulent access to the Subscriber's Account Page following disclosure of the latter's personal identification details.

In particular, LINGOO cannot be held liable for any direct or indirect harm suffered as a result of access to the Subscriber's Account Page by unauthorised third parties, if said fraudulent access is gained on the basis of entering the latter's personal identification details.

9. LINGOO reserves the right to refuse a request for subscription to LINGOO Services for any reason whatsoever, in respect in particular of a failure on the part of the applicant concerned to abide by the provisions of article 4.3 hereof.

10. The computerised records held on LINGOO or its sub-contractors' computer systems under reasonable conditions of security will be taken as evidence of subscriptions, communications and payments made between LINGOO and the Subscriber.

Registration files, References Files and invoices are archived on a reliable, long-term medium that can be produced as evidence.

11. The Subscriber has in principle a period of seven (7) working days from taking out a subscription to exercise their right of withdrawal without having to state their reasons or pay any penalties.

The Subscriber may not, however, exercise their right of withdrawal in respect of LINGOO Services in so far as, in accordance with the provisions of article L.121-20-2 of the French Consumer Code, the use and performance of LINGOO Services has commenced with their agreement prior to the end of the withdrawal period of seven (7) working days.

The Subscriber's agreement to the commencement of the use and performance of the Services is formalised in this context by the Subscriber entering their personal identification details and accessing and using LINGOO Services, whether in part or in full.

12. In respect of language study holiday Agreements and the sums paid by the Search Family Subscriber by way of a deposit, in accordance with the provisions of articles 5.2 and 7.2.2 hereof, the withdrawal period applicable in principle to any sale of services by distance selling under the terms of article L. 120-20 of the French Consumer Code shall not apply to these Agreements.
Article L.121-20-4 of the French Consumer Code provides that this withdrawal period does not apply to contracts entered into for the purpose of “providing accommodation, transport, catering, or leisure services, which must be subject to a date or fixed period”, which is the case with language study holiday Agreements.
Search Family Subscribers will therefore not be entitled to request the cancellation of language study holiday Agreements or the repayment of their deposit based on the right to withdraw provided for in article L. 120-20 of the French Consumer Code.
They may, however, still cancel the corresponding language study holidays under the terms set out in article 7.2.2.3 hereof and in accordance with the provisions of the language study holiday Agreements.

5. OPERATION OF LINGOO SERVICES

5.1. PROFILE

1. The Subscriber must, when requesting a subscription, as detailed under article 4 hereof, create a Profile, which will be available by default only to staff authorised by LINGOO or, if the Subscriber so wishes, to all visitors to the site.
Personal information however, is accessible only to authorised LINGOO Subscribers on request to the Subscriber.
The same applies by default to photographs showing people, unless the Subscriber decides otherwise and authorises them to be freely viewed on the Site by all visitors.
2. In accordance with the provisions of article 4.3 hereof, the Subscriber must complete all of the fields in the Subscription Form and may insert photographs in their Profile in accordance with the technical instructions given.

3. The Subscriber is entirely responsible for the content of their Profile, which they can update during the period of their subscription by logging on to their Account Page.

The Subscriber acknowledges the force of copyright and undertakes not to reproduce in its Profile distinguishing marks and protected works (company names, trade names, trade marks, photos, images, designs, logos etc.) unless it has been authorised for this purpose by their creators or the holders of the rights relating to these works and distinguishing marks.

Similarly, it undertakes to abide by the right of personal portrayal [image rights] for persons who are recognisable in any photographs it may reproduce in its Profile and to obtain authorisation from them for the photographs concerned to be shown in their Profile.
LINGOO reserves the right to refuse such photographs if they do not meet its technical criteria (jpeg format, size less than 500 Kb), and if they are not 'free of all rights'.

4. All content that contravenes the various national, European and international Laws and Regulations, as applicable, in force, that is of a racist nature liable to incite violence or discrimination, that is defamatory, pornographic, or pedophilic, that undermines human dignity or private life or infringes rights of ownership (intellectual property and trademarks), that is not pertinent or that does not correspond with LINGOO's editorial position, or in general terms is immoral or contrary to the rules of Public Order, is expressly prohibited under all circumstances.

Similarly, except for the specific case of Host Family Subscribers who are offering to host a child in return for payment by the child's parents, content of a promotional nature or that constitutes commercial canvassing is prohibited.

5. LINGOO does not amend or alter content posted online and publishes Offers as they are drafted by each Subscriber, provided they meet their publication criteria.

LINGOO however reserves the right at its discretion:

- to amend and adapt the content of the Profile in order to bring it in line with its technical constraints;
- to refuse to publish, or to withdraw at any time Offers whose content fails to abide by the restrictions set out in articles 5.1.3 and 5.1.4 hereof.

The withdrawal of said Offers under these conditions will not entitle the Subscribers concerned to any reimbursement or compensation.

6. Offers are published on the Site throughout the period selected by the Subscriber.

Throughout the period of their Offer being published on the Site, the Subscriber may amend, delete and extend the period of publication of said Offer online on the Site by accessing their Account Page.

In order to ensure that the Site does not publish outdated or frivolous offers, the Subscriber undertakes to remove the publication of their Offer from their Account Page as soon as possible in the following circumstances:

- conclusion with a Subscriber or with any other person of an agreement relating to the organisation of a language study holiday corresponding to the terms of the Offer; - abandoning the organisation of the language study holiday described in the Offer.

7. Subscribers remain free, without the need to provide any justification, to decide whether or not to follow up responses sent to them and contact made with them by other Subscribers.

As a matter of courtesy, in the event that a Subscriber should decline an offer from another Subscriber, they shall nonetheless be obliged as a minimum to inform them of their refusal by e-mail.

8. LINGOO cannot be held liable under any circumstances for the content of the Subscriber's Profile.

LINGOO cannot therefore be held responsible for any harm whatsoever that might arise from the content of the Subscriber's Profile and the use that may be made of it by third parties. The Subscriber undertakes to guarantee, indemnify and release LINGOO from any direct and indirect costs and harm and any judgments against it that it may suffer as a result of proceedings brought against it by third parties arising from the content of the Subscriber's Profile.

5.2. ORGANISATION AND COMPLETION OF LANGUAGE STUDY HOLIDAYS

1. When two Subscribers wish to organise a language study holiday together in the context of an exchange or a paid holiday, they agree on all of the terms of the language study holiday together.

2. Once two subscribers have agreed the terms of a language study holiday, they must record these terms in the language study holiday Agreement (paid language study holiday Agreement or language study exchange Agreement), the form for which is available from the Search Family subscriber Account page. Use of the Agreement is optional in the case of an exchange and compulsory in the case of a paid holiday.

3. Paid language study holidays

a) The Search Family Subscriber must send LINGOO a copy of the Agreement, either signed or validated online by itself and the Host Family Subscriber, to the contact address set out in article 13.1 hereof, and proceed to payment of a deposit in the amount set out in article 7.2.2.3 hereof, according to the terms indicated to it by LINGOO.
Clicking to validate at the end of the language study holiday Agreement validation process constitutes an electronic signature, which has the same value as a handwritten signature and signals final consent by each of the Subscribers concerned to enter into a contract with each other for the purpose of the language study holiday detailed in said Agreement.

b) Following receipt of these documents, LINGOO will send the Host Family Subscriber a summary of the main terms and conditions of the language study holiday concerned, as described in the language study holiday Agreement received from the Search Family Subscriber, along with confirmation of having received and deposited the deposit payment paid by the Search Family Subscriber.

c) The Host Family Subscriber will not be able to validate or confirm the reservation for the corresponding language study holiday until it has received this information from LINGOO and the deposit payment paid by the Search Family Subscriber has been deposited.

d) Should the Search Family Subscriber fail to send LINGOO a copy of the paid language study holiday Agreement or fail to pay the deposit as set out in article 7.2.2.1 hereof,
- the Host Family Subscriber concerned will not be able to validate or confirm the reservation for the corresponding language study holiday;
- LINGOO will not in any way act as an intermediary in relation to the language study holiday concerned, either before, during or after said holiday, and the Host Family Subscriber will not be able to be evaluated (cf. art. 5.3) by the Search Family Subscriber.

4. Except for:
- making the paid language study holiday Agreement Form available,
- validating this agreement as part of the language study holiday reservation validation and confirmation procedure,
- depositing the deposit payment set out in article 7.2.2.1 hereof,
LINGOO does not play any part in the organisation or successful completion of language study holidays organised by Subscribers who have been put in touch with each other through LINGOO Services.
LINGOO's role consists solely of publishing Subscribers' Offers on the Site, putting Subscribers in contact with each other and more generally providing access to the Site's functionalities.

5.3. EVALUATION FORMS

1. Following a language study holiday organised between Subscribers from the Search Family and Host Family categories, and subject to adherence to the terms set out in articles 5.2 and 7.2.2.1, the Search Family Subscriber is invited to complete an Evaluation Form in respect of the Host Family Subscriber, comprising an evaluation questionnaire made up of questions with a choice of responses, and a free section reserved for comments.

2. The Subscriber will ensure that its evaluation under these conditions of the other Subscriber is as objective as possible and that it expresses any criticisms, if necessary, in appropriate and respectful terms.
Similarly, the Subscriber must not mention any surnames, first names, e-mail addresses or contact details that would allow the Subscriber concerned to be identified. If necessary, any reference to a Subscriber or other named person may be anonymised by LINGOO.

LINGOO reserves the right, at its discretion, to amend or delete all or part of the contributions made by the Subscriber in the circumstances set out in article 5.1.4 hereof. LINGOO will validate the evaluations sent in by Subscribers on average within two (2) working days after they have been sent. 3. In the event of a dispute between the Subscriber concerned over the evaluation and comments entered by the Subscriber, LINGOO will put the Subscribers concerned in contact with each other to allow them to reach an agreement for the purpose of amending or withdrawing the comment.

LINGOO will only amend or withdraw the comment if there is an agreement formalised by an exchange of e-mails between the Subscribers concerned or where it has been properly demonstrated that the comment is untrue.

4. LINGOO also offers Host Family Subscribers the option of responding, from the contact form accessible from their Account Page, to evaluations that appear to them to be unjustified or untrue.
If the response is accepted by LINGOO, based on the criteria set out in article 5.3.5, it will be posted online and appear on the Host Family Subscriber's Profile, alongside the evaluation concerned.

5. In order to be accepted and posted online, the response must meet the following publication criteria:

• Suitable for a family audience
Abuse, threats, insinuations, comments likely to provoke hatred and any other content not suitable for a family audience will not be accepted.

• Written for everyone
Responses must not be addressed directly to the family that has left the evaluation, but written for everyone to read.

• Timescale
Responses to evaluations that are more than six months old will not be published.

• Confidentiality
The response must not include any surnames, first names, e-mail addresses or contact details that would allow the Subscriber concerned to be identified.

• Non-commercial
Responses must not include any website or e-mail addresses or any other content of a promotional nature. We reserve the right to refuse any URL for any reason whatsoever.

• Based on standard rules used for writing e-mail

• Exclusive use of CAPITAL LETTERS, HTML tags, excessive use of typographical symbols and non-standard abbreviations are not allowed.

6. Subscribers undertake not to attempt to distort the evaluation system by fraudulent means.
In the event that LINGOO should become aware of such an infringement, it reserves the right, without any entitlement for the Subscriber to oppose this:
- to terminate this contract, at the exclusive fault of the Subscriber, in accordance with the provisions of article 10.6 hereof.
- to publish on the Site the information used by the Subscriber to undermine the evaluation system;
- to take any permissible legal action against the Subscriber, and to obtain reparation for the harm suffered.

5.4 INTERACTIVE AREAS

1. Ideas communicated by the Subscriber on the Blogs, Discussion Forums and more generally all the interactive areas of the Site, accessible on the Site or to which the Site points directly are an expression of the Subscriber's opinions.

2. The interactive areas of the Site are free forums open to all Subscribers who have signed up to LINGOO Services, but are moderated subsequently.

LINGOO reserves the right at its discretion to edit or withdraw at any time messages that are irrelevant, unlawful, liable to undermine public order or morality, protest or promotional messages or which constitute commercial canvassing, and any other message that does not correspond with LINGOO's editorial position or that fails to abide by the restrictions imposed by articles 5.1.3 and 5.1.4 hereof.

3. The Subscriber undertakes to guarantee, indemnify and release LINGOO from any direct and indirect costs and harm and any judgments against it that it may suffer as a result of proceedings brought against it by third parties arising from the Subscriber's use of LINGOO Services and the interactive areas of the Site in particular.

6. GUARANTEES

1. LINGOO is obliged to use its best endeavours in respect of the Subscriber in providing LINGOO Services. In this respect LINGOO has designed the Site and Services so as to offer Subscribers a platform for establishing contact with each other that offers them maximum security in the context of individuals organising language study holidays, in particular where minors are concerned, but is under no obligation to produce a specific result.

2. LINGOO guarantees the compliance of LINGOO Services with this contract as well as the description of them given on the Site, but offers no other guarantee of any kind.
LINGOO Services contribute solely to publishing Subscribers' Offers on the Site and putting Subscribers in contact with each other in the context of organising language study holidays.

3. In particular, LINGOO does not offer Subscribers any guarantee:
- in respect of the ability of LINGOO Services to enable them to select from amongst the Subscribers to the Services a family that will enable them, for 'Search Family' Subscribers, to organise a language study holiday for their child or themselves, and for 'Host Family' Subscribers to host a child or an adult in the context of a language study holiday on a paid basis – LINGOO does however offer Search Subscribers who have not been able to find a host or exchange family during their first year of subscription to the Services, an additional free subscription period of six (6) months;
- in respect of the organisation or successful completion of language study holidays organised by Subscribers between themselves.

4. In particular, LINGOO accepts no liability for any direct or indirect harm suffered by the Subscriber or by third parties arising from:
- the content of Subscribers' Profiles, as published on the Site;
- the organisation and completion of language study holidays organised by Subscribers between themselves, comprising in particular the hosting conditions, possible payment transactions and any problems related to the recovery of unpaid sums arising from these payment transactions;
- the ability of Subscribers to host in the context of language study holidays or to pay the cost of these holidays;
- the behaviour of Subscribers' children, or the subscribers themselves if they are over the age of majority, in the context of language study holidays organised by Subscribers between themselves.

In general terms, LINGOO does not play any part, and thus accepts no responsibility for discussions, transactions or agreements of any sort made between Subscribers or for any disputes that may arise between Subscribers.

5. Subscribers are reminded that they have sole responsibility for ensuring in particular:
- the fulfillment, if applicable, of their tax obligations in respect of sums received for hosting in the context of language study holidays, as well as any customs formalities to be completed, in particular as far as authorisations for children under the age of majority leaving the country are concerned;

- taking out the appropriate insurance required in respect of:
• hosting children under the age of majority in their home in the context of a language study holiday and participation in all of the activities the child is likely to take part in during their stay;
• transport, travel and stay in a family abroad for their children under the age of majority in the context of a language study holiday and participation in all of the activities the child is likely to take part in during their stay;

This list is not exhaustive.

Subscribers are advised to consult their insurance company to ensure their compliance with the provisions set out in this article.

6. The Subscriber undertakes to guarantee, indemnify and release LINGOO from any direct and indirect costs and harm and any judgments against it that LINGOO may suffer as a result of proceedings brought against it by other Subscribers or by third parties arising from the Subscriber’s deeds and actions.

7. LINGOO undertakes to put in place all the necessary resources to ensure the operation of the Site and Services under optimum conditions of transit time, throughput and round-the-clock operation.

However, as a result of the inherent nature of the Internet and the computer and network infrastructure required for the operation of the Services, LINGOO cannot guarantee operation of the Services 24/7.
In order to ensure a high quality service, LINGOO reserves the right to periods for maintenance, upgrades or technical interventions that may entail access to the Site and Services being interrupted. LINGOO nonetheless undertakes to limit the number and duration of interruptions to the Services.

8. In all the circumstances referred to in article 6.6, no malfunction or unavailability of the Services that may arise as a result may be taken as periods during which LINGOO failed to fulfill its obligations, and no compensation will be paid to the Subscriber, whatever harm may be suffered by the latter or by third parties as a result of said malfunction or unavailability.

7. FINANCIAL TERMS

7.1 HOST FAMILIES

1. Access to and use of the Services with which this agreement is concerned are free of charge for Host Family Subscribers, however LINGOO is paid out of the amount agreed between Host Family Subscribers and Search Family Subscribers for hosting the children or other people staying with them, as expressly set out in each of the paid language study holiday Agreements entered into hereunder.
Purely for accounting purposes, and whilst access to and use of the Services is free, Host Family Subscribers will be sent a subscription invoice in the amount of €0 by LINGOO.

2. LINGOO will be paid commission at the rate of twelve and a half per cent (12.5%) of the total amount excluding tax agreed between the Subscribers, LINGOO’s right to commission arising at the point at which the Search Family sends in the language study holiday Agreement, which must be followed by the payment to Lingoo of a deposit by the Search Family Subscriber concerned of twelve and a half per cent (12.5%) of the total amount excluding tax agreed between the Subscribers.

3. Except in the cases set out in article 7.2.2.3 hereof, LINGOO will therefore retain as commission the deposit of twelve and a half per cent (12.5%) of the total amount excluding tax agreed between the Subscribers.

On the start date of the language study holiday concerned, LINGOO will send the Host Family Subscriber an invoice for commission for the corresponding amount, in euros (€) only, inclusive of tax, namely twelve and a half per cent (12.5%) of the total amount excluding tax agreed between the Subscribers.

4. The Host Family Subscriber will furthermore be exclusively responsible for billing and receiving payment of the balance of the language study holiday, namely the amount initially set out in the language study holiday Agreement, less the amount of twelve and a half per cent (12.5%), equivalent to the deposit already paid to LINGOO by the Search Family Subscriber (cf. art.7.2.1).

The Host Family Subscriber is free to select the date for payment of the balance of the language study holiday by the Search Family Subscriber, which may be set either at the beginning or at the end of the language study holiday, and which must always be formally set out in the language study holiday Agreement.

The invoice issued to the Search Family Subscriber must show:
• the total amount inclusive of tax, calculated on the basis of the total amount of the language study holiday exclusive of tax, which must therefore also include the deposit of 12.5% set out in article 7.1.2,
• and stipulate a reduction of twelve and a half per cent (12.5%), equivalent to the deposit already paid to LINGOO by the Search Family Subscriber, as set out in article 7.1.2.

5. In the event of a language study holiday being cancelled by a Search Family Subscriber, for any reason whatsoever, less than twenty-one (21) days before the scheduled date of the start of the language study holiday, LINGOO, in accordance with article 7.2.2.3:
• will retain half the deposit of twelve and a half per cent (12.5%) of the amount set out in article 7.2.2.1, plus any bank charges incurred as a result of the repayment, and repay the balance of the deposit to the Search Family Subscriber,
• award the Host Family Subscriber a “credit note” equal to half the deposit of twelve and a half per cent (12.5%) as set out in article 7.2.2.1, less any bank charges incurred as a result of the repayment. This credit note will be valid for one year from the date of issue and will be set against the commission due to LINGOO on a future holiday organised through the Services by the Host Family subscriber concerned.

7.2 SEARCH FAMILIES

7.2.1 SUBSCRIPTIONS

1. Access to and use of the Services must be paid for in the form of a subscription.

Excluding special promotional offers, the prices for subscriptions to LINGOO Services are shown on the Site in euros exclusive of tax and apply to all Subscribers, wherever their place of residence.

As the rate of VAT varies according to where the Subscriber resides, the amount of VAT will be shown after they have selected their country of residence during the course of the subscription process. In all cases the price on the order summary is shown inclusive of tax.

2. If the Subscriber resides outside the European Union, including the French overseas departments and territories (except for the territories of Guadeloupe, Martinique and Guyana, where a VAT rate of 8.5% will be applied), the amount of the subscription will be invoiced excluding tax or with a reduction corresponding to the VAT rate applicable in France. In this case, however, it will be their responsibility to check whether they are obliged to pay tax in their country.

3. The subscription prices do not include costs related to the software, computer equipment and telecommunications services required for the Subscriber to connect to the Internet and the Site; said costs are at the exclusive expense of the Subscriber.

4. LINGOO reserves the right to amend its prices at any time but Services will be invoiced on the basis of the rates in effect at the time the subscription is recorded.

5. Payment must be made exclusively in euros, either by bank transfer, cheques payable in France or online on the PayPal site, by bank card, via the PayPal Service or from the Subscriber's PayPal Account if they are already registered with PayPal.

The cost of payment via the PayPal Service is covered by LINGOO in full, and does not require the Subscriber to open a prior PayPal account. The following bank cards are accepted: Carte Bleue, Visa, MasterCard.
PayPal will debit the Subscriber's bank card when its online payment is submitted.
PayPal guarantees the security and confidentiality of data relating to the Subscriber's bank card.
PayPal uses the SSL encryption process, which ensures the reliability of exchanges and transactions by encrypting all personal data required to process orders, such as e-mail addresses, bank card numbers and bank details, at the point at which they are entered. Bank details are thus encrypted and transmitted direct to the bank over a secure connection and do not pass through the LINGOO site.

6. LINGOO reserves the right to refuse to process any subscription for which payment has been refused by the bank payment centers concerned.

7.2.2 LANGUAGE STUDY HOLIDAYS

1. In the event that a Search Family Subscriber organises a language study holiday with a Host Family Subscriber and that this has been duly formalised in a paid language study holiday Agreement, the Subscriber must send said Agreement to LINGOO and then send LINGOO a deposit payment of an amount equivalent to twelve and a half per cent (12.5%) of the total amount excluding tax agreed between the Subscribers for the holiday concerned and indicated by them in the paid language study holiday Agreement.

This payment must be made by credit card, bank transfer, or cheques payable in France, in euros only, in accordance with the terms indicated by LINGOO.

2. Should the payment of the deposit set out in article 7.2.2.1 not be received from the Search Family Subscriber, the language study holiday reservation will not be recorded or confirmed by the Host Family Subscriber.

3. On the start date of the language study holiday concerned, LINGOO will send the Host Family Subscriber an invoice for commission in euros (€) only, inclusive of tax, of twelve and a half per cent (12.5%) of the total amount excluding tax agreed between the Subscribers.

4. Should the Search Family Subscriber cancel the language study holiday, for any reason whatsoever:
- at the latest twenty-one (21) days before the scheduled start date of the language study holiday, LINGOO will refund its deposit of twelve and a half per cent (12.5%) article 7.2.2.1, less any bank charges incurred as a result of the repayment;
- within twenty-one (21) days of the scheduled start date of the language study holiday, LINGOO will retain half the deposit of twelve and a half per cent (12.5%) of the amount exclusive of tax set out in article 7.2.2.1, plus any bank charges incurred as a result of the repayment, and repay the balance of the deposit to the Search Family Subscriber. In this case LINGOO will send the Search Family Subscriber a settled invoice for intermediation services corresponding to the amount retained, in euros (€) only and inclusive of tax.

In both cases, repayment will be made within a maximum of one month by credit card, bank transfer, or cheques payable in France.

5. Payment of the balance of the language study holiday by the Search Family Subscriber must be made directly to the Host Family Subscriber in accordance with the conditions set out in the language study holiday Agreement, the Host Family Subscriber being solely responsible for billing and receiving payment of the balance.

8. INTELLECTUAL PROPERTY RIGHTS

1. All data of any nature whatsoever, and in particular texts, questionnaires, graphics, logos, icons, images, audio or video clips, trademarks and software appearing on the Site and in all the documents and materials communicated to it during the course of the performance of this agreement are of necessity protected by copyright, trademark rights and other intellectual property rights and belong to LINGOO or to third parties who have authorised LINGOO to use them.
LINGOO grants the Subscriber a private, individual and non-exclusive right to use said content.
The Subscriber undertakes to use LINGOO Services faithfully and honestly, in accordance with their intended use and solely for their own requirements and undertakes not to trade in them with third parties.
The Subscriber therefore undertakes not to reproduce, summarise, modify, alter or re-disseminate any or all of the content referred to in this article without prior express authorisation from LINGOO, failing which it may incur civil and criminal liability.

2. The Site as a whole, all of the Profiles listed on the Site, and the means by which they are accessed constitute the Site Databases.
These Databases are the exclusive property of LINGOO and are protected by the provisions of the French Intellectual Property Code in respect of copyright and by the law of 1 July 1998 transposing the European Directive of 11 March 1996 on the legal protection of Databases.
Under these conditions, the Subscriber undertakes to use these data strictly within the context of LINGOO Services and this contract and undertakes in particular not to reproduce, translate, adapt, arrange, convert, communicate, represent or distribute, whether permanently or temporarily, by any means and in any form whatsoever all or part of the data contained in these databases, other than in the cases set out in paragraph 9.1 of this agreement.

3. LINGOO is a registered European Community trademark, over which LINGOO holds exclusive usage rights, notably in the educational, cultural and training sectors.
The Subscriber undertakes not to infringe the LINGOO trademark in any way whatsoever, nor to make any use of it whatsoever without authorisation from LINGOO.

4. The Subscriber grants LINGOO, for the whole period of performance of this agreement, the right to reproduce on the Site and if necessary amend its Offers as a "Search Family" or "Host Family" Subscriber, any comments entered on the Evaluation Forms and any photographs inserted into its Profile.

9. SPONSORSHIP

1. The Subscriber may sponsor new subscribers to LINGOO Services.
In this case they will be entitled to take advantage of 3 months' free subscription to LINGOO Services or of any other benefit as as detailed on the Site.

2. New Subscribers will only be fully registered as affiliates and effectively assigned to the Subscriber once they have actually taken out a subscription to the Site and their payment has been received by LINGOO, subject to their not being subscribers prior to their being sponsored by the Subscriber or by another Subscriber.
LINGOO only rewards direct first-level affiliation, and therefore will not take into account sponsorships by its affiliates.
In the event of fraud or abuse of the sponsorship system, LINGOO reserves the right to remove the LINGOO Accounts of the affiliates concerned, as well as that of the Subscriber, and to invalidate the benefits awarded in return for the sponsorship.

3. LINGOO hereby reminds the Subscriber of the legal prohibition imposed by the Law on Trust in the Digital Economy of 21 June 2004, according to which it is formally forbidden to send e-mails of a commercial nature to persons who have not given their express prior agreement to be canvassed in this way, This prohibition therefore applies to sending e-mails inviting people to subscribe to the Services, and in so far as Subscribers do not use the e-mail forwarding service offered on the Site, they are therefore asked to identify themselves clearly to recipients as the sender of e-mails in which they introduce the Site and invite them to subscribe to the Services.

4. The Subscriber will therefore not proceed to send unsolicited e-mail or use any other unlawful means for the purpose of recruiting affiliates. Mass recruitment of affiliates outside of friends and relatives, whether by advertising on the Internet, in magazines or on discussion forums, is strictly prohibited.
The Subscriber may not present themselves in any way to third parties, in general terms, and in particular in the context of looking for new affiliates, as a representative of LINGOO. This agreement does not imply any agency relationship between LINGOO and the Subscriber.

10. TERM AND TERMINATION

1. The Subscriber's subscription to LINGOO Services is concluded for a fixed period of one (1) year from the date of the subscription payment or, in the case of subscription to a free offer, from the date of receipt by e-mail of the subscription confirmation.

The Subscriber will not be entitled to interrupt or amend the category or period of the subscription during the subscription period, and LINGOO will not under any circumstances offer a refund, credit or compensation of any kind in the event that the Subscriber should cease to use the Services during the course of their subscription.

2. At the end of their subscription period, a Subscriber who wishes to continue to use the Services must renew the subscription period by paying the appropriate price in accordance with the procedure described in article 7 hereof.

3. If the subscription is not renewed, the Subscriber's Profile and Offers will be automatically removed from the database and will no longer be visible on the Site. LINGOO will however continue to publish Evaluation Forms and any comments entered by the Subscriber during their subscription to LINGOO Services on the Site for the full subscription period of Subscribers for whom the Subscriber has written comments on an Evaluation Form.

4. In accordance with the recommendations of the CNIL (Commission Nationale Informatique et Libertés – the French Data Protection Commission) LINGOO only retains data and information concerning the Subscriber for one year from the expiry of its subscription to LINGOO Services.
As a result, if the period of inactivity of the Subscriber's LINGOO account exceeds a period of one (1) year, the Subscriber will no longer be able to gain access to their account and to the data and information contained therein.

5. In the event of a failure by one of the Parties to fulfill the obligations of this contract and which it has not remedied within a period of twenty (20) working days as from the receipt of a registered letter with acknowledgement of receipt notifying it of the failure concerned, the other Party may declare the contract terminated as of right, subject to any damages it may be entitled to claim under the terms hereof.

6. LINGOO furthermore reserves the right to terminate the Subscriber's subscription without notice or compensation in the event of an irreparable failure on the part of the latter to fulfill the obligations arising from this contract, or in the event of a case of a contravention on the part of the latter of the various national, European and international Laws and Regulations in force, or which is immoral or contrary to the rules of Public Order.

The Subscriber's access to LINGOO Services will be automatically invalidated in these circumstances.

7. LINGOO reserves the right to suspend the provision of LINGOO Services, whether in part or in full, on a temporary or permanent basis:

- in the circumstances set out in article 12 FORCE MAJEURE of this Contract;
- at its discretion, there being no entitlement for the Subscriber to oppose this or to claim any other form of compensation than the reimbursement of its subscription pro rata to the period remaining until the end of its subscription. These Terms and Conditions will then be automatically terminated.

11. DATA PROTECTION

1. In accordance with the provisions of the French data protection act no. 78-17 of 6 January 1978 and the decision of the CNIL (Commission Nationale Informatique et Liberté – the French Data Protection Commission) of 10 July 2006 to remove the obligation to register an Internet site in favour of the procedure of registering the data processing associated with said site, the company LINGOO has registered its file of Subscribers/prospects with the CNIL.

2. Subscribers who have provided personal data through the Site therefore, in accordance with the provisions of the act of 6 January 1978, have the right to access data concerning them and to amend, correct and delete said data.
In order to exercise this right they should send a letter or e-mail to the contact details shown in article 13.1 hereof.

3. Personal information relating to Subscribers collected via forms, and all future information, will be used exclusively by LINGOO in respect of the provision of services offered to Subscribers and will not be communicated or transferred to third parties other than:
- subscribers to LINGOO Services to whom Subscribers have agreed to communicate their data;
- providers of technical services who may be in charge of managing LINGOO Services and who are obliged to respect the confidentiality of information and use it solely for the clearly defined task they are carrying out.

4. LINGOO stores Subscribers' personal data on its own servers and undertakes to maintain strict confidentiality in respect of the personal data collected, except in the circumstances set out in article 11.3 hereof and at the request of the authorities.

5. Subscribers’ data will also be used to improve and personalise communication with the latter, in particular through any newsletters to which they may have subscribed.

12. FORCE MAJEURE

Neither Party may be held liable if the performance of this Contract is delayed or prevented as a result of an instance of force majeure or an unforeseen occurrence, resulting from the other party or a third party or external causes such as industrial disputes, intervention by the civil or military authorities, natural catastrophes, fire, water damage or a malfunction or interruption of the telecommunications or power supply networks.

Force majeure is defined as an event external to the Party affected, which is unforeseeable, irresistible and insurmountable, and which prevents one or other Party from fulfilling all or some of the obligations for which it is responsible under the terms of this Contract.

In all circumstances, the Party so impeded must do everything in its power to limit the duration and effects of the unforeseen occurrence, force majeure or external cause. Should the event extend beyond a period of three (3) months, this Contract will be terminated as of right.

13. MISCELLANEOUS

1. For any information or questions, LINGOO invites Subscribers to check the FAQs section on the Site, which lists the most commonly asked questions and their solutions.
Subscribers who are not able to find the answer they are looking for in the FAQs may contact LINGOO using the following details:

• preferably by e-mail: contact@lingoo.com
• by Fax : +33 (0) 1 30 53 46 83
• by post at the following address:

ANGLO FRENCH MEDIA
LINGOO
86 Boulevard de Belgique

78110 Le Vésinet
France

No requests will be accepted or dealt with over the phone.

2. These terms express the obligations of both LINGOO and the Subscriber in their entirety.

LINGOO reserves the right to amend these Terms unilaterally, in particular in the event of technical or legal developments or changes in jurisprudence, or when implementing new services.
The new clauses will govern all future relationships between the parties, and only the new version shall be taken as authoritative; the applicable terms are always those accessible online on the Site.
Subscribers will nonetheless always be informed individually of the nature and scope of these amendments by e-mail.
Unless they express their opposition to these amendments within a period of thirty (30) days of being notified thereof, they will be deemed to have accepted them. In the event of a Subscriber not accepting these amendments, LINGOO reserves the right to terminate this agreement at the exclusive fault of the Subscriber, in accordance with the provisions of article 10.7 hereof.

3. In the event that one of the provisions of these terms be deemed null and void by virtue of a statutory or regulatory provision either now or in the future or by virtue of a judicial decision constituting res judicata and issued by a competent jurisdiction or organisation, this provision in the contract would be considered as never having been written, with the remaining provisions of this agreement remaining binding on both parties.

4. In the event of a dispute, the French version of these General Terms of Service alone shall be authoritative for the purposes of interpretation.

These terms are governed by French law in respect of both substantive and procedural rules.

Any dispute arising from the performance or interpretation of the provisions of this contract shall oblige the parties to meet and attempt to find an amicable solution to their dispute, prior to it being referred to the competent jurisdiction.