1. Definitions

For the purposes of these Terms:

1.1) “Course” means 影子交易法 (Shadow Trading Academy™) and any related course module, recorded video lesson, live session, workbook, template, group, community access, 1-on-1 diagnostic call, in-person training day, bonus, or supplementary material provided by the Company.

1.2) “Content” means any text, graphics, images, photographs, audio, video, data, page design, layout, software, trademarks, logos, brand names (including without limitation 影子交易法 / Shadow Trading Academy™ and any other named methodology or framework), course material, and any other material made available through the Website or the Services.

1.3) “CFD” means a Contract for Difference, being a leveraged derivative product through which a participant takes a position on the price movement of an underlying asset (in particular, gold / XAU/USD) without owning the underlying asset.

1.4) “Third-Party Broker” means any contracts-for-difference broker, foreign exchange broker, cryptocurrency exchange, or other trading platform through which a User may execute trades discussed in the Course (including but not limited to entities such as Pepperstone or any cryptocurrency exchange). Third-Party Brokers are independent third parties and are not affiliated with, controlled by, or operated by the Company.

1.5) “User”, “you” and “your” refer to any person who accesses the Website, enrols in the Course, or otherwise engages the Services.

2. Accessing and using content on Our Website

2.1) You agree to comply with these Terms when using content of the Website. You are responsible for all your use of the Content.

2.2) We reserve the right to amend the scope of your access, suspend or terminate your access to our Website from time to time without prior notice.

3. Ownership of content of our Website and Course

3.1) The Website, Content, Course material and all intellectual property rights therein are owned by us. Content shall include but not limited to any text, pictures, audio, video data and page design, layout and software, and the brand names, taglines, methodologies and proprietary frameworks of the Course (including without limitation 影子交易法 / Shadow Trading Academy™ and all sub-frameworks taught within the Course). Intellectual property rights mean rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We reserve all of our rights in any intellectual property in connection with our Services and we remain owners of them and free to use them as we see fit.

3.2) Nothing in these Terms grants you any legal rights in this Website, the content contained herein and in our Course other than as necessary to enable you to access and use the Website and our Services. You agree not to adjust, to try to circumvent or delete any notices contained on the Website (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within this website.

3.3) You must not use our trademark unless prior written consent is obtained from us. You are permitted to use the content of the Website and content in our Course material only for personal purposes or otherwise as permitted by laws. You shall not reprint, repost, screen-record, screenshot, redistribute, retransmit, or otherwise reproduce, publish, share, sell, sub-licence, or use the Course material for the purpose of training, teaching, coaching, advising, or providing any service to any third party, without our prior written consent. You shall not extract, copy, distribute or share any signal, trade idea, market view, position, watchlist or other operational instruction posted in any private or VIP group of the Course to any person who is not a paid member of that group. The use of the Content for any commercial purpose without our prior consent shall constitute a material breach of these Terms.

3.4) Recording prohibition. You shall not screen-record, audio-record, video-record or otherwise capture any live session, 1-on-1 diagnostic, in-person training day, group discussion, or any portion of the recorded video lessons, in whole or in in part. Any unauthorised recording shall constitute a material breach of these Terms and may result in immediate termination of your access without refund and legal action.

4. Accuracy of information and others

4.1) While we try to make sure that all content on our Website and in the materials produced by our end including the content of our Course is accurate, up-to-date and free from bugs, we cannot guarantee the accuracy, completeness, or reliability of any information provided. The gold market, foreign exchange market, cryptocurrency market and any other financial market discussed in the Course are dynamic and subject to rapid change, and the information we provide may become outdated or inaccurate over time. In particular, scheduled macroeconomic data releases (including without limitation NFP, CPI, FOMC, S&P, Core PCE), geopolitical events, central bank announcements, and unscheduled news flow can cause sudden, severe and unpredictable price movements (including price gaps, slippage, and liquidity gaps) at any time, including outside normal trading hours. You should independently verify any information before relying on it for trading or investment purposes. We also cannot promise that our Website and information shared in our Course will be fit or suitable for any purpose. You assume the risk on your own for any reliance that you may place on the information provided by the Company.

4.2) Content provided on the Website, in our Course and other Services is provided for your general educational and informational purpose only and is to inform you about us and our Course and news, features, services and other websites that may be of interest as the case may be. It does not constitute investment advice, financial advice, tax advice, legal advice, or any form of solicitation, recommendation, or endorsement of any specific trade, position, instrument, broker, exchange, or strategy, and should not be relied on for any purposes. The Company is not a licensed investment adviser, financial adviser, securities dealer, futures dealer, leveraged foreign exchange trader, or any other regulated financial intermediary under the Securities and Futures Ordinance (Cap. 571) of Hong Kong or any other applicable law. We do not provide personalised investment advice, and any trading or investment decisions you make are solely based on your own judgment and at your own risk.

4.3) Our Website may contain links to third-party websites, articles, or other sources of information or the same may be otherwise provided by the Company. We are not responsible for the content, accuracy, or availability of such third-party sources. Any reliance on third-party content is at your own risk.

4.4) Contents of each of our Course may be rolled out in phases at the discretion of the Company. We may also suspend or terminate operation of our Website or any part thereof at any time as we think appropriate. While we try to make sure that the Website is available for your use, we do not promise that the Website is available at all times nor do we promise the uninterrupted use by you of the Website. You agree not to initiate or pursue any claims, actions, or legal proceedings against the Company in relation to the aforesaid or assist, support or procure any person in such activities.

4.5) Speaker / instructor arrangements. You acknowledge and agree that the Course is created, packaged and delivered by Sammi in collaboration with a backend research and methodology team. Members of the backend team may not appear on camera in any portion of the Course, marketing material, or live session, and the Course material may be delivered solely by Sammi even where backend team members are referenced in marketing material as the source of the underlying methodology. This arrangement does not affect the substance of the Course content, and you waive any claim based on the on-camera or off-camera status of any contributor.

5. Risks of trading and investing

5.1) High-risk nature of CFD and leveraged products. Trading in Contracts for Difference (CFDs), leveraged foreign exchange, leveraged commodities (including gold / XAU/USD), cryptocurrency, and other leveraged or derivative products is highly speculative and carries a substantial risk of loss. Such products are not suitable for all investors. Because of the use of leverage, a relatively small market movement may lead to a proportionately much larger movement in the value of your position, and may work against you as well as for you. You may sustain a total loss of your initial margin and any additional funds deposited to maintain your position. You may, in some cases, lose more than the amount you initially invested.

5.2) Market-specific risks of gold and the markets discussed in the Course. Trading involves inherent risks, including but not limited to market volatility, economic downturns, interest rate changes, inflation surprises, central bank policy shifts, geopolitical events, war and conflict, changes in governmental regulations, exchange rate fluctuations, price gaps over weekends and on data releases (including NFP, CPI, FOMC), sudden liquidity withdrawal, slippage on stop-loss orders, broker insolvency, platform outage, and the potential for total loss of capital. Past performance is not indicative of future results, and no guarantee or representation is made by the Company regarding future market performance, future profitability, the success of any trading strategy, or the replicability of any historical result by you.

5.3) Cryptocurrency-specific risks. Where any portion of the Course or any group discussion references cryptocurrency or digital asset trading, you acknowledge that cryptocurrency is a high-risk asset class subject to extreme volatility, regulatory uncertainty (including in Hong Kong), platform risk, custody risk, hacking risk, and potential total loss. Cryptocurrency exchanges may operate in regulatory grey areas in certain jurisdictions, and the Company makes no representation as to the regulatory status, solvency, or security of any third-party exchange.

5.4) Suitability self-assessment. You confirm that, before enrolling in the Course and before placing any trade, you have carefully considered whether such trading is suitable for you in light of your financial circumstances, investment objectives, level of experience, and risk appetite. You should not trade with money you cannot afford to lose.

6. No endorsement, no recommendation, no guarantee, and disclaimer of past performance

6.1) The information provided by the Company does not constitute an endorsement, recommendation, or solicitation of any investment product, service, broker, exchange, or strategy. We do not endorse or recommend any specific investment opportunity, and we encourage you to conduct thorough research and seek licensed professional advice before making any trading or investment decisions.

6.2) Past performance is not indicative of future results. Any case studies, student testimonials, screenshots, profit-and-loss illustrations, win-rate figures, average-monthly-profit figures, or other historical performance data shown on the Website, in marketing material, on social media, in any webinar, or during the Course (including, without limitation, any reference to figures such as “30+ students”, “approximately 70% win rate”, “average monthly profit of HKD $4,000+”, “$500 to $9,000”, “$5,000 to $9,000”, or any similar figure) represent individual results obtained by specific persons under specific market conditions and do not represent typical, average, or guaranteed results. Your individual performance will vary and depends on numerous factors outside the Company’s control, including but not limited to your own execution, discipline, capital, risk management, the prevailing market environment, your Third-Party Broker, your psychological response to drawdowns, and the timing of your trades. The Company makes no representation, warranty or guarantee that you will earn any specific amount of money, recover any losses, or achieve any specific result from enrolling in the Course or following any methodology taught therein. You may lose money, including the entirety of your trading capital, even if you follow the Course material precisely.

6.3) Use of student case studies. Where the Company refers to student case studies, screenshots, or testimonials in marketing material, the names used may be aliases or pseudonyms to protect student privacy, and certain non-material details may have been altered for the same purpose. The underlying performance data referenced in such case studies has been disclosed to the Company by the relevant student on a self-reported basis, and the Company has not independently audited each individual trade.

6.4) You acknowledge that you have been afforded the opportunity to obtain independent legal, financial, tax and investment advice and confirm by agreeing to these Terms, you have either done so or have waived the right to do so and agree that you are estopped from raising any claim on the basis that you have not obtained such advice. You acknowledge and confirm that you are fully responsible for any trading, investment and financial decision made by you and the Company expressly disclaims all responsibilities and liabilities arising therefrom howsoever caused.

7. Third-Party Brokers, exchanges and platforms

7.1) Independence of Third-Party Brokers. To execute any trade discussed in the Course, you will need to open an account with one or more Third-Party Brokers. Such Third-Party Brokers are independent entities and are not affiliated with, controlled by, employed by, or operated by the Company. The Company is not a broker, dealer, custodian, money manager, exchange, or financial intermediary, and at no time will the Company hold, receive, manage, or have access to your trading capital, margin deposit, or trading account.

7.2) No introducer / IB liability. Where the Course material references particular Third-Party Brokers as examples or as platforms with which Course participants have had practical experience, such reference is for informational purposes only and does not constitute a recommendation, endorsement, or warranty of the suitability, solvency, security, regulatory status, or fitness for purpose of such Third-Party Broker. You select and engage your Third-Party Broker entirely at your own risk and based on your own due diligence. The Company shall not be liable for any loss, damage, dispute, withdrawal restriction, account closure, regulatory action, insolvency, hack, or any other adverse event arising from your relationship with any Third-Party Broker.

7.3) Withdrawal and execution risk. You acknowledge that Third-Party Brokers may impose withdrawal limits, processing delays, identity-verification requirements, or other operational restrictions on the movement of your funds, and that the Company has no control over and no liability for any such restriction.

8. Limitation on our liability

8.1) The Company, its affiliates, directors, officers, employees, contractors, instructors, or agents shall not be liable for any direct, indirect, incidental, consequential, special, exemplary or punitive damages, including but not limited to trading losses, loss of profits, loss of capital, loss of opportunity, margin calls, broker insolvency loss, platform outage loss, missed-trade loss, or psychological distress, arising out of or relating to your use of the information provided by us, your participation in the Course, or your reliance on any trading or investment decisions made based on such information.

8.2) The limitations of liability in this section apply for the benefit of us, our affiliates and all of our respective officers, directors, employees, agents or any company who we transfer our rights and obligations to in accordance with these Terms.

8.3) Maximum aggregate liability. Without prejudice to clauses 8.1 and 8.2, to the maximum extent permitted by applicable law, the Company’s aggregate liability to you arising out of or in connection with these Terms, the Website, the Course or the Services (whether in contract, tort, statute or otherwise) shall not exceed the total amount actually paid by you to the Company for the specific Service giving rise to the claim.

9. Compliance with laws

9.1) You are responsible for complying with all applicable laws and regulations governing your trading, investments and tax obligations in your jurisdiction, and we do not warrant or represent that your action in relation thereto comply with the laws or regulations of any jurisdiction. Where the laws of your jurisdiction prohibit, restrict, or impose suitability requirements on the trading of CFDs, leveraged foreign exchange, leveraged commodities or cryptocurrency, you are solely responsible for ensuring your own compliance, and the Company makes no representation that the Course is appropriate or available for use in any particular jurisdiction.

10. Payment

10.1) You agree and acknowledge that any payment for the Service you engaged shall be paid to the Company through the payment channel designated by the Company (which may include, without limitation, Stripe payment link via credit card / Apple Pay / Google Pay, Faster Payment System (FPS), bank transfer, or such other channel as the Company may from time to time designate). If the payment or any part thereof is not successful as informed by the Company, you shall pay the outstanding payable amount to the Company as soon as possible and in any event within 2 business days thereafter by way of bank transfer, Faster Payment System (FPS), Payme, cheque or otherwise instructed by the Company. In the event that the payment is not successfully made within the said 2 business days, the Company reserves the right to deny your access to the contents of our Course and/or any Services and terminate any Service Agreement (as defined herein) forthwith without prior notice, and to claim for any losses, damages, costs and expenses incurred as a result thereof.

10.2) Strictly no refund. You agree and acknowledge that any payment you made is irrevocable, non-refundable, and non-creditable under any circumstances, including but not limited to:

(a) cancellation, termination, or withdrawal of the Services by you;

(b) your inability or unwillingness to attend any live session, in-person training day, or 1-on-1 diagnostic;

(c) your failure to complete, watch, access or engage with any portion of the Course material;

(d) your dissatisfaction with the Course content, the delivery, the instructor, the speaker arrangement, the pace, the trading results you obtain, the gold market environment, or any other aspect of the Service;

(e) any trading loss you incur, whether before, during or after enrolment, and whether following the Course methodology or otherwise;

(f) any change in your personal circumstances (including without limitation financial hardship, change of employment, illness, relocation, change of mind);

(g) suspension or termination of your access pursuant to clauses 10.1, 11.5, or any other provision of these Terms;

(h) the suspension, modification, rebranding, restructuring, or discontinuation of any specific module, bonus, group, framework name or feature of the Course;

subject only to the terms and conditions otherwise expressly agreed by the Company in writing such as those under any specific written guarantee policy. The Company shall not be held liable for any direct, indirect, special, incidental, or consequential damages arising out of or in connection with the non-refundable payment you made.

10.3) Bonuses, time-limited offers and seat capacity. Where the Company offers any bonus, fast-action incentive, time-limited offer, or limited-seat enrolment (including without limitation any “72-hour bonus”, “30-seat cap”, “1-on-1 diagnostic call”, “in-person training day”, or similar), the eligibility for such bonus or offer is strictly subject to the conditions stated at the time of enrolment, including any deadline, cut-off time, capacity limit, or scheduling window. Failure to claim, schedule or use any such bonus within the stated timeframe results in forfeiture of that bonus without refund or substitution. The Company reserves the right to schedule 1-on-1 diagnostic calls and in-person training days at mutually agreeable times subject to the instructor’s availability, and may, at its sole discretion, substitute an equivalent-value bonus where a specific bonus becomes unavailable for reasons outside its control.

11. Conduct in private groups, communities and live sessions

11.1) Where the Course includes access to a private student group, VIP channel, live online session, or in-person training day, you agree to conduct yourself in a respectful, lawful and professional manner at all times.

11.2) You shall not:

(a) post abusive, harassing, defamatory, discriminatory, sexually explicit, or otherwise unlawful content;

(b) use the group or community for the purpose of soliciting, marketing, recruiting, or selling any product, service, business opportunity, signal service, or competing course to other members;

(c) impersonate any other person, including any instructor, staff member or other student;

(d) request, solicit or pressure any instructor or staff member to provide personalised investment advice, hold trading capital, or execute trades on your behalf;

(e) post, redistribute or screenshot any signal, position, watchlist, trade rationale, or other operational content from the group to any non-member;

(f) record any live session, 1-on-1 call, or in-person training without prior written consent.

11.3) Right to remove. The Company reserves the right, at its sole discretion and without refund, to issue warnings, mute, suspend, or permanently remove any member from any group, community, or live session where the Company reasonably considers that the member has breached these Terms or has engaged in conduct that is harmful to the group or to other members.

11.4) Use of student-generated content for marketing. By participating in any group, community, live session, or 1-on-1 diagnostic, you grant the Company a non-exclusive, royalty-free, worldwide licence to use, in anonymised or aliased form, any screenshot, profit-and-loss report, written feedback, video testimonial, or other content you voluntarily share with the Company or post in a group, for the purpose of marketing, case studies and educational illustration, provided that the Company shall use reasonable efforts not to disclose your real name or any directly identifying personal information without your prior consent. You may withdraw this consent at any time by emailing the Company, in which case the Company shall use reasonable efforts to remove the relevant content from forward-facing marketing within a reasonable period.

11.5) Account sharing prohibition. Your access to the Course (including login credentials, group membership, and any download link) is personal to you and may not be shared, transferred, resold, or sublicensed. The Company reserves the right to terminate access without refund where account sharing is detected.

12. Changes to these Terms

12.1) We may update these Terms for legal or regulatory reasons, or to reflect changes in our services or business practices. We will provide notice of any significant changes below. You should regularly check this section to see if any changes have been made. Any changes will become effective as soon as we post them on the Website.

13. Service Agreement prevails

13.1) We may enter into agreement with you in relation to our provision of services (“Service Agreement”). In case there is a conflict between these Terms and the terms in such Service Agreement, the terms in such Service Agreement shall prevail and each of the parties to the agreement shall, to the extent permissible, continue to honour its obligations under these Terms.

14. Confidentiality

14.1) You agree to keep all discussion, dealing and information including but not limited to information and content on the Website, in our Course and Course material, in any private group or VIP channel, in any 1-on-1 diagnostic call, in any in-person training day, and terms in our other Service Agreement, in strict confidential at all times.

14.2) All information, client lists and data, copyrights, trademarks, brand names (including without limitation 影子交易法 / Shadow Trading Academy™ and any sub-framework), and resources generated for or arising from our Course shall remain the exclusive property of the Company. You have no ownership of the same whatsoever and agree to take all necessary measures to protect and maintain the confidentiality and integrity of the same, including refraining from disclosing, copying, reproducing, distributing, or using any such property for third-party purposes without prior written consent of the Company.

14.3) Specific operational confidentiality. Without limiting clause 14.1, you specifically agree not to disclose or redistribute, to any person who is not a paid current member of the relevant group, any: (i) live trading signal, watchlist or position posted in any private group; (ii) instructor’s personal trade rationale; (iii) interpretation of any data release or central bank action provided in real time; (iv) any analysis, screenshot or commentary marked or reasonably understood to be for members only.

15. Non-competition and non-solicitation

15.1) No competing teaching activity. During the term of any Service Agreement and for a period of two (2) years after the termination or expiration thereof, you shall not, directly or indirectly, design, market, deliver, sell, or otherwise commercially exploit any course, programme, coaching service, signal service, video series, book, e-book, or live training that (a) is substantially based on, derived from, or substantially similar to the methodology, framework, language, structure, or content of the Course, or (b) competes directly with the Course in the gold CFD trading education market or any adjacent retail-trader education market in Hong Kong, Greater China, or any other market in which the Company operates, in each case without the prior written consent of the Company.

15.2) You acknowledge that you may have access to confidential and proprietary information, trade secrets, customer relationships, and other valuable business information of the Company and shall not use such information for your own benefit or disclose it to any third party, except as expressly authorised by the Company.

15.3) Non-solicitation of students and staff. You shall not, directly or indirectly, solicit any current or former student, customer, instructor, contractor, or staff member of the Company for your own benefit or for the benefit of any competing business. This includes, but is not limited to, attempting to divert or take away any students, customers or staff of the Company, whether by direct contact, advertising, or other means.

15.4) You acknowledge that the restrictions set forth herein are reasonable and necessary to protect the legitimate business interests of the Company. You further acknowledge that a breach of any provisions hereof may cause irreparable harm to the Company, and in the event of such breach, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

16. Not to defame

16.1) You agree not to disparage, defame, vilify or make any disparaging or depreciating remarks about the Company, Sammi , any backend team member, any instructor, any other student, or any of its affiliated and related companies, all directors, employees, agents, representatives and affiliates thereof on any platform or media or otherwise or to any third party including any agency, reporting agency or organization, or assist, support or procure any person in such activities.

17. Not to engage for own purposes

17.1) Within the term of any Service Agreement and two years after its expiration, you shall not engage or contact any persons or agencies introduced by the Company (including without limitation any backend team member, contractor, instructor, or partner) for your own business purposes unless with express written consent by the Company.

18. Termination

18.1) Without prejudice to other remedies available to the Company, the Company may terminate any Service Agreement upon written notice if you commit a material breach of any provision of the said agreement, including without limitation any breach of clauses 3 (Intellectual property), 11 (Group conduct), 14 (Confidentiality), 15 (Non-competition), or 16 (Not to defame). Termination under this clause does not entitle you to any refund, in whole or in part, of any sum paid to the Company.

19. Survival of obligations

19.1) Notwithstanding the expiration or termination of any Service Agreement, any obligations or rights accrued prior to such expiration or termination shall survive and continue to be binding on you. In particular, clauses 3 (Intellectual property), 8 (Limitation of liability), 10.2 (No refund), 14 (Confidentiality), 15 (Non-competition), 16 (Not to defame), and 17 (Not to engage) shall survive termination indefinitely. Your obligations under the Service Agreement which by their nature are intended to continue beyond the termination or expiration of the Service Agreement shall survive the termination of the Service Agreement.

20. Personal information

20.1) Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy and the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong, which together explain what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us in the event that you have a query or complaint about the use of your personal information.

20.2) By using the Website and/or our Services, you acknowledge that you have reviewed our Privacy Policy as available on the relevant Website and given express consent to our use and collection of your personal data and information, including copies of your Hong Kong Identity Card or other government-issued identification document and address proof where required for KYC, anti-money-laundering or other compliance purposes, and agree with our terms and conditions in relation thereto.

20.3) If you fail to accurately provide your personal information as requested by the Company, the Company reserves the right to deny your access to the contents of our Course and/or other Services and terminate any Service Agreement forthwith without prior notice, and to claim for any losses, damages, costs and expenses incurred as a result thereof.

20.4) We will do all that we reasonably can to ensure that all of the information you give us is secure. However, in the absence of negligence on our part, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.

20.5) On subscription, we will collect your email address and contact telephone number, which shall not be a generic or shared email account, and you must be entitled to use that e-mail address and telephone number.

20.6) If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of your email account, login credentials or other personal information, you should notify us immediately by e-mailing us at [email protected].

20.7) You hereby agree and acknowledge that we have the rights to disclose or share your personal information to our affiliated companies and professional parties such as legal consultant, tax advisor, payment processor (including Stripe), and customer-service contractor, who are also under an obligation of confidentiality on a need-to-know basis in order to facilitate provision of services.

21. Severability

21.1) The invalidity of any part of the Terms or that of the terms of the Service Agreement will not and shall not be deemed to affect the validity of any other provisions. If any provision of the Terms or of those of the Service Agreement is held to be invalid, you agree that the remaining provisions shall be deemed to be in full force and effect.

22. General

22.1) We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; epidemic or pandemic; breakdown of systems or network access; broker outage, exchange downtime, internet service provider outage, third-party platform failure (including without limitation Stripe, WhatsApp, Zoom, GoHighLevel, or any cryptocurrency exchange); or flood, fire, explosion or accident.

22.2) You may not licence or transfer any of your rights under these Terms. We may transfer any of our rights or obligations under these Terms to any company or person.

22.3) Failure by the Company to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. Headings in these Terms are for convenience only and will have no legal meaning or effect.

23. Governing law and jurisdiction

23.1) The Terms and the provisions of the Service Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Hong Kong.