TOP LANGUAGE DATING TERMS AND CONDITIONS

1.GENERAL CONDITIONS FOR USE OF THE TOP LANGUAGE DATING WEB SITE BEFORE USING THIS SITE PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS, WHICH ARE CONTRACTUALLY BINDING ON YOU

In the context of this Code, “we”, “us” or “our” as the context permits means Totally Plc, Company Number 3870101 whose registered office is Unit 611 Highgate Studios, 53-79 Highgate Road, London NW5 1TL and its subsidiaries. This Code governs the case of the web site we own and operate at www.toplanguagedating.com (“Top Language Dating”). This service is offered to you subject to your agreement to the conditions in this Code as set out below. By using Top Language Dating in any way, you agree to be bound by the conditions of this Code.

2. MEMBERSHIP AND SUBSCRIPTION

You must be over 18 years old to join Top Language Dating. By applying to become a member of Top Language Dating you warrant that you are at least 18 years old and have the right, capacity and authority to abide by the obligations of this Code. You may register with Top Language Dating for free provided that you comply with the terms and conditions of this Code and enter your correct and complete contact details.

Any and all information you supply to Top Language Dating must be honest, truthful and to the best of your knowledge and belief correct. Any image you supply purporting to depict you must be a photograph of you. Registering with Top Language Dating will enable you to publicly post your name and your profile on Top Language Dating. As a registered member you will also be able to see the profiles of other registered members and read and reply to any instant messages that others send you through Top Language Dating. You will not however be able to send instant messages or read or reply to emails or “flirts” unless you become a subscriber to Top Language Dating.

If you would like to contact any registered member of Top Language Dating, you must become a Subscriber to Top Language Dating by paying the requisite monthly or annual subscription fee as notified to you by us. These fees form part of our agreement with you and time is of the essence in their payment. Acceptable payment methods are only those methods set out on Top Language Dating.

Subscription fees are payable in advance and we reserve the right to change the subscription fees or the basis upon which we charge at any time by altering the prices displayed on the Top Language Dating website. If the changes will apply to your current subscription we will notify you by email of the same. Subscribers may for the specified period of their subscription (beginning when payment is received by us and your is account enabled) contact any registered member of Top Language Dating by clicking the “Email” or “Flirt” icons below the name of the person you would like to contact. Your message will be sent to the registered member via Top Language Dating. It is then up to the registered member whether or not to respond. No representation is made as to the number or frequency of responses that you will receive to your message(s) as such responses are entirely at the discretion of the recipient(s). Please note that you will not be supplied with direct contact details for the registered member

Please note that subscriptions to Top Language Dating are for personal non-commercial use only and are non-transferable. You may not authorise another person to impersonate you or login in using your login name and password. The subscription fee is non-refundable save in the limited circumstances described in clause 5 below.

To ensure that our members are only provided the best possible experience we reserve the right to remove any profile from Top Language Dating without liability if it is inactive for more than [6] months.

3.INTELLECTUAL PROPERTY

3.1 GENERAL

All of the content available on Top Language Dating, including the text, graphics, photographs, pictures, sounds, data, images, audio and video clips if available (hereafter ‘the Content’) is protected by copyright or other applicable intellectual property law. You may only use the Content for your information, and/or as a source of data collection. You may only reproduce extracts selected from the Content where indicated and then you may only reproduce Content in connection with your personal non-commercial activities subject the rights of the Content owner. Any other form of use, including in particular reproduction, translation, alteration, modification, distribution, transmission, re-publication, display, broadcast or public representation of the Content, is strictly forbidden.

3.2 TRADE MARKS

The Top Language Dating name and logo, and any other graphics, logos and trade marks, (whether registered or unregistered) used on this site by Top Language Dating (‘Our Trade Names’), are protected by law. Our Trade Names must not be used in association with the products or services of a third party or in a manner which could, either directly or indirectly, discredit us, Top Language Dating or a third party. All other trade marks and trade names (including names of products belonging to third parties) remain the intellectual property of their respective owners.

3.3 PROFILES Any information that you post in your profile, send to message areas and discussion groups on Top Language Dating or otherwise submit to Top Language Dating (“Post”) may be available to all users and you therefore warrant that such communications shall not be defamatory, offensive, indecent nor infringe the rights of any third party.

You hereby grant us a non-exclusive, free licence for use of your Posts Top Language Dating for the full duration of copyright and any extensions and renewals thereof to reproduce, modify, translate, distribute, transmit, adapt, and make available all or part of such communications or submissions including without limitation any text, image or sound files (“Materials”) you submit to Top Language Dating.

You warrant that all rights in and to any Materials you submit to Top Language Dating shall be owned by you and you waive any moral right to be identified as the author of such Materials.

4. CODE OF CONDUCT FOR USERS OF TOP LANGUAGE DATING

We reserve the right to terminate your membership of Top Language Dating if we are satisfied that you have behaved in a manner which is unlawful, in breach of this Code or otherwise inappropriate for Top Language Dating. In particular, but without limitation, you must not:

4.1 Pretend to be anyone that you are not including without limitation an agent or an employee of Top Language Dating or Totally Plc or represent or imply that your views or statements are ours;

4.2 Use any method that could hinder use of Top Language Dating by any person;

4.3 Divulge your password to any third party or attempt to obtain anyone else’s password;

4.4 Attempt to obtain personal information from any member of Top Language Dating for any commercial or unlawful purpose.

4.5 Use the site to threaten, harass, pursue, abuse or to in any way undermine the rights or the rights of or any person or cause offence to any group of persons;

4.6 Act in an abusive, offensive or threatening manner towards any representative of Top Language Dating;

4.7 Intercept or attempt to intercept email or any other private communication that is not meant for you or misrepresent or hide the origin of a Post from you;

4.8 Send email to or otherwise communicate with other users of Top Language Dating for any purpose other than legitimate non-commercial communication, and in particular, use Top Language Dating to enable mass distribution of unsolicited emails whether for marketing purposes or otherwise;

4.9 Distribute or Post any indecent, obscene, illegal, false, profane, sexually explicit, misleading or pornographic content (including without limitation nude or semi nude or otherwise indecent photographs of yourself) or content which infringes the copyright, trade marks, moral rights, design rights, database rights or other intellectual property right of any third party;

4.10 Conduct commercial advertising on or through Top Language Dating;

4.11 Continue to send communications to any member of Top Language Dating after he or she has asked you to refrain from doing so;

4.12 Use any robot, data miner or other automated means to Post to Top Language Dating or extract data from Top Language Dating;

4.13 Post to publicly available areas of Top Language Dating your telephone number, email address or other information which would enable a reader to contact you other than by the procedure outlined in clause 2 above;

4.14 Modify, adapt, sub licence, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of Top Language Dating website or service or any software used on or for the Top Language Dating website or cause or enable others to do so.

5.TERM AND TERMINATION

You are bound by the full terms of this Code while you make use of Top Language Dating or are a member or subscriber. You may terminate your membership at any time, for any reason, by following the instructions on the Top Language Dating website. We may terminate your membership of Top Language Dating by removing your profile from Top Language Dating, at any time, for any reason upon sending you an email to inform you that your profile has been removed. If we terminate your membership without cause, we shall refund, pro rata, any unused portion of any subscription fees that we have received from you.

If you terminate your subscription or membership of Top Language Dating or if we determine, in our sole discretion, that you have breached this Code as outlined in clause 4 above you shall not be entitled to nor shall we be liable to you for any refund of any unused portion of any subscription fees you have paid.

On termination of your subscription or membership of Top Language Dating for any reason, clauses 7 (indemnity) and 8 (limitation of liability) shall continue to apply.

Please be aware that as a consequence of our continuing endeavours to provide you with the best service, the features and services offered by Top Language Dating are subject to change at any time and we do not warrant that any feature of Top Language Dating will be available for the entire duration of your membership or subscription. The discontinuance, alteration or addition of any feature or aspect of Top Language Dating will not entitle you to claim a refund of any subscription fees paid.

6.DATA PROTECTION

Given the global nature of the World Wide Web, any information you choose to Post to publicly available areas of Top Language Dating (whether during our registration process or otherwise) becomes available to users worldwide. Any personal data supplied by you to us will be held in accordance with our Privacy Policy which forms a part of this code. Please click here to view the Top Language Dating Privacy Policy.

7.INDEMNITY

You hereby indemnify us and shall keep us indemnified against any and all costs, expenses, loss and damage resulting from any breach or alleged breach of your warranties and obligations under this Code or your failure to comply with this Code generally.

8.LIMITATION OF LIABILITY

8.1 NO MONITORING

Your participation in on-line communications (including your Posts) is not censored or monitored in any way by us. We have no intention to routinely monitor all the information that you send to Top Language Dating. However, we reserve the right to check this information from time to time, and to withdraw anything that, in our sole opinion, is harmful, shocking, illegal or generally contrary to the conditions of this Code or the spirit of Top Language Dating.

If you encounter anything on Top Language Dating which you find offensive or otherwise contrary to this Code, please rectify us immediately by emailing [email protected] Please remember that we may not know about the problem unless and until you tell us about it.

8.2 INTERRUPTIONS TO SERVICE

From time to time it may be necessary for us to suspend service of Top Language Dating. We will use our reasonable endeavours to warn users of Top Language Dating of such interruptions. However, there may be occasions where technical difficulties lead to a suspension of service without warning.

We shall have no responsibility or liability to you for the deletion, corruption or failure to store any content of any of your Posts.

We accept no responsibility for any errors, omissions, delays, or losses including loss of data during or as a result of interruptions to the service.

8.3 VIRUSES

Whilst all reasonable efforts have been made to ensure that material available for download from Top Language Dating is free from viruses, worms or other malicious or disruptive code, we cannot guarantee that such is the case and we accept no liability for damage caused or data lost.

8.4 HYPERTEXT LINKS TO OTHER SITES

We cannot be held responsible for the content of sites which can be accessed from hypertext links or banners on Top Language Dating. It is not possible for us to check the content of external web sites and therefore we cannot be held liable for any incorrect, libellous, untrue, obscene, or otherwise harmful content on any external web sites or the inadequacy of a third party’s privacy policy. If you follow a link from Top Language Dating to an external web site, you do so entirely at your own risk.

8.5 INFORMATION ON THE SITE

We do not in any way guarantee the accuracy or completeness of information on Top Language Dating, nor can we accept responsibility for errors or omissions. In particular but without limitation to the generality of the above, Content provided by members or other third parties does not necessarily reflect our views and may not be accurate. Sole responsibility for such Content lies with its authors.

You acknowledge that members of Top Language Dating are not screened by us and no background checks are undertaken. Members of Top Language Dating are asked to abide by this Code but we cannot be held responsible for any member’s breach of the Code or for his or her behaviour generally. If you decide to meet a member of Top Language Dating offline you do so at your own risk. We recommend you follow these safety guidelines

8.6 GENERAL EXCLUSIONS

WE MAKE NO WARRANTY EITHER EXPRESS OR IMPLIED OF SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR COMPATIBILITY. ALL WARRANTIES WHETHER EXPRESS OR IMPLIED ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. Your statutory rights as a consumer are unaffected.

WE SHALL NOT BE LIABLE TO YOU FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, DATA, GOODWILL, SAVINGS, OPPORTUNITY OR BUSINESS OR LOSS OR DAMAGE SUFFERED AS A RESULT OF AN ACTION BROUGHT BY A THIRD PARTY) ARISING OUT OF THE USE OR INABILITY TO USE THE CONTENTS OF TOP LANGUAGE DATING EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING IN CONNECTION WITH TOP LANGUAGE DATING OR THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE TERMS OF THIS CODE SHALL BE LIMITED TO THE HIGHER OF THE SUM OF £100 (ONE HUNDRED POUNDS) OR THE SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.

Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Nothing in these terms shall seek to exclude or limit our liability for death or personal injury arising from our negligence.

9.ARBITRATION

Any dispute arising out of or in connection with this Code, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA (The London Court of International Arbitration) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

10.GENERAL

We reserve the right to alter this Code at any time, without prior notice. Any modification will take effect immediately, either by the modified agreement being displayed, or by notification. You agree to check this Code regularly for modifications and additions. The provisions of this agreement on intellectual property, liability and jurisdiction shall remain in force if this agreement expires or is terminated.

No failure or delay by us in exercising any of our rights under this Code shall be deemed to be a waiver of that right and no waiver by us of any breach by you shall be considered as a waiver of any subsequent breach of the same or any other provision. Clause and paragraph headings shall not affect the interpretation of this Code.

The parties do not intend any third party to have the right to enforce any provision of this Code under the UK’s Contracts (Rights of Third Parties) Act 1999 or otherwise.

Certain offers or services available on Top Language Dating have additional terms and conditions as published on Top Language Dating. A material breach of such terms and conditions by you will amount to a material breach of this Code.

This Code together with our Privacy Policy constitutes the entire agreement between us and yourself, and may not be substituted by any other verbal or written agreement without prejudice to modifications in accordance with the previous clauses.

The governing law of this Agreement shall be the substantive law of England.

Totally Plc, Unit 611 Highgate Studios, 53-79 Highgate Road, London NW5 1TL E-mail : [email protected]omcom