1. Preamble

This Agreement between Blue Tech Wave (“BTW”) and you (“Customer”) shall be effective upon Customer’s electronic acceptance of this Terms and Conditions of Service(s) (“TOS”) set forth herein. Furthermore, by accepting the TOS, the Customer agrees and acknowledges that the continued use of the Service after any amendments of the TOS constitutes acceptance towards the updated terms.

2. Definition

2.1. “Authorized User” refers to the Customer’s subscription main user (“User 1”) and two subscription sub-user (“User 2 & User 3”) permitted to access the Service under the subscription through the Platform.

2.2.“Customer” refers to the individual or entity mentioned in the above Preamble that enters into this agreement with BTW for the use of the Services.

2.3.“Platform” refers to the online interface, software, systems, tools, and related functionalities provided by BTW, accessible via web browsers, mobile applications, or other designated access points. The Platform enables Authorized Users to access and use the Services, including but not limited to data management, interactive tools, communication features, analytics, and content sharing. BTW retains full ownership and control over the Platform, including any updates, enhancements, and modifications, and reserves the right to modify or discontinue features without prior notice.

2.4.“Service(s)” refers to the list of item(s) mentioned in Schedule 1.

2.5.“Subscription Fee” refers to the monthly payment of USD 200 for the Services, by the Customer to BTW, excluding any applicable tax.

3. Period of Subscription

3.1. Subscription cycle begins on the date when the Customer agrees to the TOS and completes the subscription process.

3.2. The Customer acknowledges and agrees that the subscription of the Services will automatically renew at the end of each month’s subscription cycle upon payment of Subscription Fee by the Customer.

3.3. Notwithstanding the above, if the subscription is renewed prior to the payment of Subscription Fee, BTW reserves the right to suspend or terminate the Customer’s access to the Services until the outstanding Subscription Fee is fully paid. The Customer acknowledges that any such suspension or termination does not absolve them of the obligation to pay the outstanding amount.

3.4. The Customer agrees and acknowledges that the renewal of subscription is subject to the continued acceptance of TOS (including any amendments).

4. Subscription & Payment Terms

4.1. The Customer agrees to undergo a reviewing process, which may include an interview, before being allowed to subscribe to the Service. BTW reserves the right to reject any request to subscribe at its discretion.

4.2. Each subscription includes access for one (1) main user and two (2) additional users, collectively covered under a single Subscription Fee. For any additional users beyond the initial three (3) users, an additional Subscription Fee shall apply, which provides another set of users access to, ie. three (3) additional users per additional subscription .

4.3. The Customer is responsible for paying all applicable sales, use and value-added taxes associated with the payment for the Services.

4.4. All payments made to BTW shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or any other taxation or withholdings which may be imposed on or in respect of the Service provided by BTW hereunder.

4.5. The Subscription Fee are non-refundable, under any circumstances, including partial use or termination, unless expressly agreed by BTW in writing

4.6. Payment of the Subscription Fee are due on the first day of each subscription month/cycle. The Customer authorizes BTW to charge the Subscription Fee to the payment method provided on the respective billing dates.

4.7. If, for any reason, the Customer fail/omit/refuse to pay the Subscription Fee, BTW reserves the right to immediately suspend or terminate the Customer’s access to the Service and may require the Customer to pay any overdue amounts incurred. In the event a legal action is necessary to collect any overdue amounts, the Customer agree to reimburse BTW for all expenses incurred to recover the overdue amounts, including attorney fees and other incurred expenses.

4.8. BTW reserves the right to impose a monthly penalty of 5% or the maximum amount permitted by law, whichever is higher, on any late payment of the Subscription Fee by the Customer.

4.9. It remains the Customer’s sole responsibility to ensure timely payment of the Subscription Fee to avoid any interruption of Services.

4.10. The Customer shall ensure that the Authorized User are: -

4.10.1. above the age of majority by the laws of the user’s respective country of residence to access and use the Services;

4.10.2. agreeable to be bound by the TOS and the applicable laws and shall be severally liable for any breaches of the TOS and applicable laws;

4.10.3. not barred/suspended/restricted by any lawful court orders or government-imposed restrictions to use the Services;

5. Customer’s Responsibilities Towards Customer’s Own Account and Account Security

5.1. To use the Services, the Customer will be assigned a platform account (“Account”) that is with additional access to the Services. The Customer has sole responsibility to manage and maintain the security of the Account (including but not limited to: using strong password for the Account) and immediately notify BTW if the Customer discover or suspect that the access to the Account is breached by third party.

5.2. BTW shall not be liable for any unauthorized access or breach of the Account.

5.3. BTW shall not be liable for service interruptions caused by third-party software, integrations, or data providers used to deliver its services.

5.4. The Customer does not and shall not have or acquire any proprietary rights in or to the Account by virtue of this TOS or through the issuance of any letter of authorization by BTW. The Customer shall not license, sell or transfer the Account without BTW’s prior written approval.

6. Intellectual Proprietary Rights and Content

6.1. Customer

6.1.1. Certain features of the Service may allow the Customer to participate in interactive activities, including but not limited to mailing lists, discussion forums, direct messaging, or other collaborative tools available on BTW’s platform (collectively, "Interactive Services").

6.1.2. The Customer shall retain the ownership rights for any content, information, messages, or materials they post, upload, share, or transmit through the Interactive Services (collectively, "Customer Content"). The Customer is solely responsible and liable for Customer Content and is responsible to ensure that the Customer Content complies with all applicable laws, regulations, TOS and content policy of BTW (if any).

6.1.3. The Customer agrees not to post, upload or share any Customer Content that:

(a) is unlawful, untruthful, inaccurate, defamatory, libelous, abusive, harassing, threatening, obscene or otherwise objectionable.

(b) infringes upon any intellectual property rights, privacy rights, or other proprietary rights of any third party.

(c) constitutes unauthorized advertising or solicitation.

(d) violates any applicable laws, including but not limited to data protection, copyright, trademark and media laws.

6.1.4. The Customer agrees that by submitting the Customer Content to the Services, the Customer shall, without any consideration of compensation, grant BTW a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display the Customer Content and any name, username, voice, or likeness provided in connection with Customer Content in all media formats and channels now known or later developed anywhere in the world. This license includes the right for BTW to make Customer Content available for syndication, broadcast, distribution or publication by other companies, organizations, or individuals who partner with BTW.

6.1.5. The Customer agrees and acknowledges the rights and discretion of BTW to delete / remove / suspense the Customer Content, at any time and for any reason.

6.2. BTW

6.2.1. All content, materials, data, software, trademarks, logos, designs, text, images, videos, and any other intellectual property (collectively, "Content") provided as part of the Service, whether created by the BTW or licensed from third parties to BTW, remain the exclusive property of the BTW or its licensors under the applicable intellectual property law. The Customer acknowledges that they have no ownership rights in any of the Content provided through the Service, other than the Customer Content.

6.2.2. BTW grants the Customer a non-exclusive, non-transferable, revocable right to authorize Authorized Users for remotely accessing the Services and using the Services` functionalities in accordance to the TOS. This license does not permit the Customer to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any Content, except expressly authorized in writing by BTW.

6.2.3. Any feedback, suggestions, or ideas provided by the Customer to BTW regarding the Services ("Feedback") shall be deemed non-confidential and shall become the sole property of BTW. BTW shall have the unrestricted right to use, modify, distribute, and commercialize the Feedback without any obligation to the Customer.

6.2.4. The Services may include content or intellectual property owned by third parties. The Customer agrees to comply with all applicable third-party terms and conditions and acknowledges that BTW is not responsible for any breaches of third-party content or intellectual property rights by the Customer.

Liability and Indemnity

7.1. The Customer and the Authorized Users will be jointly and severally liable for any breaches of the TOS and any applicable law while using the Services. The Customer is responsible for ensuring that the Authorized User comply with all obligations under the TOS and applicable law.

7.2. Except to the extent prohibited by law, you agree to defend, indemnify, and hold BTW, its affiliates, and their respective, directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors harmless from and against any claim or demand made by any third party, and any related liability, damage, loss, and expense (including all related costs including but not limited to legal costs and attorneys’ fees) due to, arising out of, or in connection with: -

(a) your use of the Services;

(b) your violation of the TOS;

(c) your violation of applicable laws or regulations; or

(d) the Customer Content.

BTW reserves the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

7.3. BTW’s liability in respect of all claims from the Customer shall be limited to the value of one month of Subscription Fee.

8. Confidentiality

8.1. BTW agrees to treat all information provided by the Customer, including but not limited to personal data, business information, and proprietary materials, as confidential ("Confidential Information ").

8.2. The obligation of confidentiality does not apply to information that: (a) publicly published or is publicly available through no fault of BTW; (b) known to BTW prior to disclosure by the Customer; (c) independently developed by the Customer without the reference to the Customer; (d) is required by the law or court order.

8.3. The Customer consents to the collection, use, processing and storage of their personal data by BTW in accordance to applicable data protection laws. BTW will implement commercially reasonable measures to protect personal data but does not warrant that such measures will prevent all unauthorized access or breaches.

8.4. The Customer further agrees that BTW shall not be liable for any unauthorized access, use or disclosure of data unless caused by BTW’s gross negligence or willful misconduct.

8.5. BTW’s confidentiality obligations under this confidentiality clause shall cease upon the termination of the Customer’s subscription, provided that BTW may retain and use the Customer’s Confidential Information solely as necessary to fulfill any obligations related to the termination of services or the completion of the billing cycle.

9. Termination

9.1.The Customer may terminate the subscription (“unsubscribe”) by issuing notice in writing to BTW. Notwithstanding, the subscription shall remain active and accessible until the end of the current billing cycle. The Customer agrees and acknowledges that no refunds will be issued for any unused portion of the subscription period.

9.2. BTW reserves the right and discretion to immediately terminate / suspend subscription for any breach of the TOS and any applicable laws and regulations by the Customer.

9.3. Upon termination of the subscription, the Customer agrees and acknowledges that BTW reserves the rights and discretion to remove the Account and cease providing the Services to the Customer.

10. Notice

10.1. All written notice or notice required or permitted to be given/communicated to the Customer shall be by email or direct messages / post via the Platform.

10.2. All written notice or communication to BTW by the Customer shall be by email to the designated email at la@btw.media.

11. Governing Law and Dispute Resolution

11.1. This Agreement shall be governed by the laws of Hong Kong.

11.2. Any disputes arising under this Agreement shall be resolved through arbitration in Hong Kong International Arbitration Centre HKIAC in accordance to the HKIAC’s rules and regulations, with the costs borne equally by both parties,

12. Entire Agreement

12.1. This TOS constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to its subject matter.

Schedule 1: Services Provided by The Leadership Alliance

This Schedule outlines the services offered to Customers of BTW as part of the agreement:

These services are tailored to support C-suite leaders in the internet community, providing resources and connections to advance their business objectives.