By using or accessing this Platform or by actively accepting these Terms and Conditions of Use and Service (these “Terms”), you are agreeing to these Terms which constitute a binding contract between you and Prosynergy Consulting Limited (“PGY” or “we” and words such as “us” will be interpreted accordingly). If you do not agree to these Terms, then you may not use the Platform and/or register for an Account or use any Services provided by PGY. Please also carefully read the Privacy Policy as in effect and as modified by PGY from time to time.

PGY may in its discretion change these Terms at any time and from time to time, without any prior notice, by posting the updated Terms on the Platform. The updated Terms shall take effect immediately upon posting on the Platform, unless the updated Terms expressly state otherwise. It is your responsibility to check the “Last Updated” date at the top of these Terms and should review these Terms periodically to ensure familiarity with the most updated Terms. Your continued use of the Platform shall constitute your acceptance of these Terms and your continued use of the Platform following any modification of these Terms shall constitute your acceptance to the Agreement as amended.

DEFINITIONS AND INTERPRETATIONS

In these Terms, the following capitalised terms have the following meanings:

“Account” means a valid and subsisting account with PGY for the use of Services on the Platform;

“Certificate of Completion” means a certificate issued by PGY evidencing the successful completion of a Course;

“Course” means any content related to any of the seminars, courses or any other training materials provided or made available by PGY on the Platform;

“Platform” means https://pgy.ispringmarket.com and its entire contents, features and functionality which is operated by PGY with respect to the provision of the Services;

“Services” means the Courses and other products and services that PGY may provide or make accessible from time to time on the Platform pursuant to these Terms; and

“Third Party Collaborators” is defined in Clause 7.1.

“Third Party Sites” is defined in Clause 7.1.

1. SERVICES

1.1. Subject to these Terms, PGY grants to you a limited, non-exclusive, revocable, non-transferable and non-sublicensable right to access the Courses which are made available on the Platform.

1.2. You explicitly acknowledge that PGY does not make any promises, guarantees, or warranties as to the continuous, uninterrupted or error-free operation of the Services or any part thereof, including any specific time frame within which any of the Services will be provided. Additionally, you acknowledge and understand that the transmission of data over the internet may result in limitations, delays, and other problems inherent in the use of such communications facilities. This may include, but is not limited to, interruptions, unauthorized access, data non-delivery, misdelivery, corruption, destruction or other modification, issues due to your internet service provider and the unavailability of the Platform caused by circumstances beyond PGY’s reasonable control. You acknowledge and understand that PGY shall not be liable for any interruptions that may affect the delivery, reliability, and performance of our Services, including but not limited to reloads, cut-offs, or the need to reboot systems which may result in data loss or corruption, time delays, or other service disreuptions when downloading information from the Platform.

1.3. We have no obligation to maintain the Platform and the Services in their current state. We reserve the right, at our sole discretion, to upgrade, alter, modify, or improve the Platform and/or the Services, and to transition your Account to a new version, provided that such actions do not significantly hinder your ability to use the Services.

1.4. Providing false, fraudulent, or misleading information, including but not limited to, the confirmation of attendance and completion, attendee names, company names, payment details, may result in the cancellation of the Certificate of Completion issued by PGY. PGY hereby expressly reserves the right to inform or provide assistance to the relevant authorities or regulator(s) and law enforcement agencies of such actions.

2. USE OF WEBSITE AND ACCOUNT OPENING

2.1. You shall not use the Platform and/or Services if you are under eighteen (18) years old.

2.2. In order to create an Account or utilize any Services, PGY may require you provide certain information about yourself (including your legal name, email address or other contact information). You represent and warrant that all information you provide to PGY is true, accurate, current and complete, and that you shall update any such information from time to time to ensure its continued accuracy as PGY will rely on the information that you provide, which may be used for purposes including, but not limited to, regulatory purposes, the maintenance of accurate records for compliance with applicable laws and regulations, the facilitation of your participation in Continuous Professional Training programs, et cetera. Additionally, the information collected may be utilized in relation to and for managing Courses related to virtual assets, which may be accessed by users requiring virtual assets training as part of their professional development or regulatory compliance requirements. PGY is not under any obligation to verify the truth, accuracy or entirety of any information you provide, but PGY may do so in its discretion, and you hereby consent to PGY making reasonable inquiries as PGY considers appropriate to verify the information you provide. You are solely responsible and liable for all loss, damage and expense that you, PGY or any other person may suffer or incur as a result of your submission of any false, inaccurate, out of date or incomplete information, your failure to promptly update your information if it changes, or any other breach of your obligations under these Terms.

2.3. When you register for an Account, you will be prompted to choose a username and password. It is your sole responsibility to ensure the security and confidentiality of these login credentials. By granting us authorization, you consent us to presume that any person who accesses your Account using the Platform using your designated username and password is either yourself or someone duly authorized to act on your behalf. It is of utmost importance that you employ a strong and secure password for your Account and refrain from disclosing your credentials to any third party, granting Account access to others, or engaging in any activities that could jeopardize its security.

3. USER CONDUCT AND RESPONSIBILITIES

3.1. Subject to these Terms and all applicable laws, you may use the Platform and/or the Services for your lawful and personal non-commercial use only. Your usage should align with the intended purpose made available by the Platform and/or the Services and comply with these Terms and applicable laws. Any use of the Platform and/or the Services for other purposes or in other manners is strictly prohibited.

3.2. The following restrictions do not apply if and to the extent prohibited by applicable laws. You shall not:

(a) use, or encourage, promote, facilitate, or instruct or induce others to use, the Platform and/or the Services for any activities that violate these Terms and any applicable local, state, national, and international law, statute, rule, ordinance or regulation, or for any other illegal, fraudulent, harmful, or offensive purpose;

(b) use the Platform and/or the Services for a commercial or business purpose, whether or not for profit, or on behalf of, or for the benefit of, any other person, including to rent, lease, trade, sell, or otherwise monetize the Platform and/or Services or related data or access to the same, without PGY’s consent;

(c) use the Platform and/or the Services to manufacture, or enable manufacture by third parties, products that are derived from PGY’s information or products;

(d) copy and/or reproduce any part of the Platform and/or the Services without PGY’s express written permission;

(e) take any action that infringes or violates the intellectual property rights (including, without limitations, copyrights, trademarks, etc.) of PGY or another person, entity, service, product, or website;

(f) transfer access privileges to a non-authorized third-party;

(g) upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment in relation to the Platform and/or the Services;

(h) use the Platform and/or the Services in a way that interferes with or disrupts the security, integrity, functionality, operation or performance of the Platform and/or the Services or any related computer system, network or data;

(i) license, sublicense, grant, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, copy, reproduce, distribute, imitate, publish, republish, translate, repost, publicly display, publicly perform, transmit, distribute, create any interest in, commercially exploit, or otherwise give or make available or permit access or use of the Platform and/or the Services to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge;

(j) index, crawl, catalogue, mirror, frame, scrape, cache, or otherwise collect or mine data from the Platform and/or the Services for any purpose whatsoever, using any technologies, tools or methods (including robots, spiders, crawlers, or other automatic devices, programs or methodologies) whatsoever;

(k) reverse engineer, decompile or disassemble any samples, prototypes, software or other physical objects which embody the Platform, the Services and the online courses, or permit any third party to do the same;

(l) alter, violate, circumvent, conceal, modify or remove any notices, proprietary codes or locks, means of identification, digital rights tools or management information, technological protection measures, security or control measures, or agreements on, in or in relation to the Platform and/or the Services;

(m) authorize, permit, assist, encourage or enable any other person to do any of the foregoing or to use the Platform and/or the Services in a way that would constitute an infringement of the rights of PGY or a breach of these Terms if it were done by you;

(n) attempt to gain unauthorized access to the Platform and/or the Services, other accounts, computer systems or networks connected to the Platform and/or Services, through hacking, password mining or any other means; or

(o) introduce, either knowingly or unknowingly, any malicious or harmful code, such as viruses, worms, trogan horses, ransomware, spyware, or any other form of malware into the Platform and/or Services that could damage, disable, overburden, impair or compromise our systems, security or interfere with the operations of any users.

4. FEES AND PAYMENT

4.1. You shall pay the appropriate fee corresponding to the particular Course that you wish to access.

4.2. The prices of the Courses are displayed on the Platform in Hong Kong dollars, irrespective of your location at the time of Course registration or Platform and/or Services access.

4.3. You are obligated to furnish us with valid, current, and complete debit/credit card, contact, and billing details, when requested. You agree to settle the fees for the Course you purchase, and you grant us authorization to debit your credit/debit card or process alternative payment methods for said fees. PGY collaborates with one or more third-party payment processing partners to provide you with a convenient and secure payment process. The specific payment processor(s) in use may change from time to time, and the current processor(s) will be identified to you at the time of your transaction. By proceeding with a purchase on the Platform, you agree to abide by the payment terms and conditions in force at that moment, as communicated during the payment process. By making a purchase, you undertake not to employ an invalid or unauthorized payment method. In the event of a payment failure and subsequent access to the Course you have enrolled in, you agree to remit the corresponding fees within 2 days of receiving notification from us. We retain the right, at our sole discretion and choice, to suspend or terminate your Course access and demand payment of the outstanding amount through alternative means acceptable to us. We also reserve the right to collaborate with any payment processor and to change our payment processor at our sole discretion, with or without notice to you, provided that any such change will continue to ensure a secure and convenient payment process for you.

4.4. Both the fees and the Courses are non-refundable. However, we care about your satisfaction with the Services, and taking into consideration the potential occurrence of technical or other issues, you may contact the Prosynergy Training Team at cs@prosgy.com. PGY may, at its discretion, address your requests concerning the Services and/or Course(s) you have purchased.

4.5. You are responsible for all applicable sales, use, transfer, or other taxes, as well as any duties, regardless of their international, national, state, or local designation, that are imposed or levied due to the contemplated transaction. However, income taxes on profits levied against us are hereby excluded.

5. DATA PROTECTION

5.1. By consenting to these Terms, you also acknowledge that you have perused and consented to the provisions outlined in PGY's Privacy Policy, and possess a comprehensive understanding of how we collect, use, or otherwise handle your personal data.

6. PROPRIETARY RIGHTS

6.1. PGY maintains sole ownership of all proprietary rights in the Platform and/or the Services, including trade names, trademarks, and service marks associated or displayed with the Platform and/or the Services. You are prohibited from removing, defacing, or obfuscating any copyright or trademark notices, legends, or other proprietary notices of PGY on, incorporated within, or associated with the Platform and/or the Services.

6.2. PGY does not own all the Course content provided (the “Content”). Certain elements of the Content are licensed from a third party (“Elliptic”). The Content is confidential information of Elliptic and/or PGY as the case may be. You agree to comply with the confidentiality provisions of the Agreement in respect of the Content. You have no right to use the Content for commercial purposes or for any purpose other than your participation on the course and your education. You have no right to use the logos or branding contained in the Content for any purpose. You may not modify, copy, resell, rent, lease, sub-licence, load, merge, adapt or translate the whole or any part of the Content. You may not contest, challenge, or otherwise make any claim or take any action adverse to PGY’s or Elliptic's ownership of, or interest in, the Content. You must not remove, alter, obscure any trademark, copyright notice or any other proprietary notice from the Content.

7. THIRD-PARTY CONTENT AND WEBSITES

7.1. The Platform and the Services may integrate with, link to, or feature courses, content and services provided by third parties (“Third Party Collaborators”), as well as links, references, and other forms of connectivity to websites, platforms, and applications maintained and controlled by third parties (“Third Party Sites”). Whilst PGY may collaborate with these Third Party Collaborators to enhance your learning experience, it does not endorse, sponsor, or guarantee the content, methods or materials provided by them. Inclusion of any link to Third Party Sites does not imply an endorsement or recommendation of any material, substance, information, practice, or the owner or proprietor of such Third Party Sites by PGY. PGY makes no representations or warranties of any kind as to the accuracy, currency, or completeness of any content or information contained in Third Party Sites and shall have no liability for any damages or injuries of any kind arising from such content or information contained in Third Party Sites. If you decide to access any Third Party Sites linked to by the Platform and / the Services, you do so entirely at your own risk. You should refer to the terms and policies of any Third Party Sites you use to determine your rights and responsibilities.

8. DISCLAIMERS

8.1. To the fullest extent permitted by applicable law, the Platform and Services are made available and provided to you on an “as is” basis and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representations, warranties, conditions or guarantees of or relating to accuracy, capacity, completeness, delays, durability, errors, fitness for a particular purpose, lack of negligence, viruses or other harmful component, interrupted service, merchantability, non-infringement, performance, results, quality, timeliness, title or workmanlike effort, all of which are hereby waived by you and disclaimed by PGY to the fullest extent permitted by applicable law; and no representations, warranties, conditions or guarantees will be created by any advice or information, whether oral or written, provided by or on behalf of PGY. PGY further disclaims any representation or warranty that completion of any courses or use of services will result in the attainment of Continuous Professional Training points, credits, certification, accreditation, or fulfilment of any regulatory or licensing requirements. It is your sole responsibility to verify that any course or service offered by PGY meets the criteria for professional development or credit as required by your profession or governing bodies. PGY also does not provide any guarantees regarding the Platform’s and the Services’ ability to meet your specific requirements or expectations. Whilst PGY strives to ensure the completeness and accuracy of the Platform and/or Services, we do not warrant that it is entirely accurate or comprehensive. If you are dissatisfied with the Platform and/or the Services, your sole remedy is to discontinue your use of the Platform and/or the Services.

9. LIMITATION OF LIABILITY

9.1. To the maximum extent permitted by the applicable laws, in no event PGY will be liable or responsible, under any circumstance at any time, to you and/or any third party for:

(a) delays, delivery failures or other damage or loss resulting from limitations, delays and other problems inherent in the use of the internet and electronic communications;

(b) any loss or corruption of data and/or software stored on your hardware (including, without limitations, hard drives, memory modules, or external USB devices, etc.), also provided that PGY does not provide data backup or restoration services;

(c) use of system(s) or networks arising out of the Platform and/or the Services;

(d) any act or omission, including negligence, by PGY and/or our employees, affiliates and representatives;

(e) any other users’ action, information shared through the Platform and/or the Services or any conduct, whether online or offline, of any user of the Platform, as well as any offensive, inappropriate, obscene, unlawful or otherwise objectionable information that you may encounter on the Platform;

(f) any piece of information comprised in our Services that is not accurate, that is eventually outdated, or that does not correspond to your personal opinion; and

(g) any special, consequential, indirect or similar damages, including any lost profits or lost data arising out of the provision of Services, even if we have been advised of the possibility of such damages.

10. INDEMNITY

10.1. You agree to defend, indemnify, reimburse, and hold harmless PGY and its respective members, representatives, employees, agents, successors, licensees, sublicensees, and assigns from and against any and all liability, loss, damages, judgments, costs, and expenses (including reasonable legal fees and costs) arising out of or related to: (i) your use of this Platform, Services, and / or Courses; (ii) your violation, breach, or alleged breach of these Terms and / or our Privacy Policy; and (iii) your violation or alleged or threatened violation of any laws, rules, or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity, or moral rights of any third party.

11. TERM AND TERMINATION

11.1. PGY reserves the right to suspend or terminate access to the entire Platform and/or specific parts of the Platform and/or the Services in the event of a violation or suspected violation of these Terms. Upon termination, you will no longer possess any rights to access the Platform and/or the Services, except that such termination will not nullify the rights and obligations accrued by either party prior to termination. Provisions pertaining to our proprietary rights, fee payment, warranty disclaimer, liability limitation, and indemnification will continue to remain in effect even after the expiration or termination of these Terms.

12. MISCELLANEOUS

12.1. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication if it is delivered by email to cs@prosgy.com. We may send notices to you either to the e-mail address supplied in your account or to the address supplied by you as part of your registration data. In addition, we may broadcast notices or messages through the Platform to inform of changes thereto or other matters of importance, and such broadcasts shall constitute notice to you to the maximum extent permitted by the applicable laws.

12.2. Any tolerance or silence by PGY, even if on a continuous and reiterated basis, in relation to any breach or default by you of any provision of these Terms shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to PGY pursuant to this agreement.

12.3. In the event that any part of these Terms is declared illegal or unenforceable, the remaining portions shall remain fully valid and effective.

12.4. PGY shall not be considered in breach of these Terms or held liable for any breach of these Terms or Privacy Policy caused by any event or circumstance beyond our reasonable control, including but not limited to acts of God, terrorism, war, invasion, failures of public networks, electrical shortages, hacking, earthquakes, floods, civil unrest, strikes, fire, epidemics, or other disasters.

12.5. These Terms, along with any non-contractual obligations arising in connection with them, shall be governed by, interpreted, and enforced in accordance with the laws of Hong Kong. Any dispute arising from or related to these terms shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

12.6. These Terms constitute the entire agreement between the parties with respect to its subject matter and it supersedes all prior or contemporaneous agreements concerning such matter. Should you have any questions regarding these Terms, please contact PGY at cs@prosgy.com.