Terms and Conditions

1 About the Terms

1.1 These terms and conditions govern your use of and access to our services, including our website(s), Motok, our application(s), any application programming interfaces (APIs), our notifications and any information or content appearing in them (together, our “Platform”).

1.2 By using our Platform, you agree to these terms whether you are a paying user or a non-paying visitor. If you use our Platform as a representative of an entity, you agree to these terms on behalf of that entity. If you are a parent or guardian setting up Motok for a student, you agree to these terms on your own behalf and on behalf of that student.

1.3 You should also read our Privacy Policy, which sets out how we collect and use your personal information.

2 About us and contact us

2.1 We are Prosperous Nation Limited, a company registered in Hong Kong. Motok is our product: a family AI English speaking tutor for primary and secondary students.

2.2 For questions or problems relating to our Platform, Motok, or these terms, email admin@prosperous-nation.com.

2.3 We may need to send you certain communications, such as service announcements and administrative messages, when you use our Platform. If you wish to opt out of those communications, which may affect your use of the Platform, email admin@prosperous-nation.com.

2.4 When we use the words “writing” or “written” in these terms, that includes emails and other communication channels.

3 Terms and Conditions updates

We may amend these terms from time to time by posting the updated terms on our Platform. If we make material changes, we will notify you before they become effective where reasonably possible. Continuing to use our Platform and our services after the changes take effect means you agree to be bound by the revised terms.

4 Availability of our services

4.1 We are constantly changing and improving our Platform and the products or services we provide. We may from time to time change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. If we discontinue something, we will give you advance notice where reasonably possible.

4.2 We may release products, services, functionalities or features that we are still testing. We will label those as “beta”, “preview”, “early access”, “trial” or similar. You understand that beta services are not as reliable as our other products or services.

4.3 We may limit or terminate your use of our Platform and the services we provide, including restricting, suspending or terminating your account if we believe you are in breach of these terms or are using our Platform illegally.

4.4 We try to keep our Platform available, but we do not guarantee that operation or access will be uninterrupted or continuous. The Platform may be interrupted for maintenance, repairs, upgrades, network or equipment failures.

4.5 You are responsible for configuring your own systems in order to access our Platform. We do not guarantee that our Platform will be free from bugs or viruses.

4.6 Motok uses artificial intelligence. Replies, scores and suggestions can be incomplete, wrong or a poor fit for a particular student. Motok is a practice tool. It is not a school, a teacher of record, or a guarantee of exam results, admission or any particular level of English.

5 Your account and password

5.1 When you register for an account on our Platform, you must provide truthful, accurate and up-to-date information. Choose a strong password and keep it secure and confidential.

5.2 You agree not to share your account credentials or give others access to your account, except that a parent or guardian may supervise a student’s use of a family Motok account. If we detect that an account is shared in a way that looks like a security breach, we may suspend or terminate it.

5.3 We may disable any password, whether chosen by you or allocated by us, at any time if in our reasonable opinion you are in breach of these terms.

5.4 You agree to follow our Acceptable Use Policy in Clause 6.5.

5.5 You are responsible for all actions that happen by, through or under your account, unless you report misuse.

5.6 Access to and use of the Platform is conditioned on acceptance of these terms. They apply to all visitors, users (including trial users) and others who access or use the service. If you disagree with any part of these terms, stop using the Platform immediately.

6 Use of the platform

6.1 You must comply with the Acceptable Use Policy in Clause 6.5 and with all applicable laws and regulatory requirements, including privacy laws and intellectual property laws, when using or accessing the Platform.

6.2 Subject to payment of any applicable fees, we give you a personal, worldwide, royalty-free, non-assignable, non-transferable, non-sublicensable, non-exclusive and revocable licence to access and use our Platform, including any software or application that forms part of the services we offer. This licence is only for enabling you to use and enjoy the Platform as we provide it and as these terms permit. For Motok, that means personal or family language learning unless we agree otherwise in writing.

6.3 This licence will terminate if you do not comply with these terms or other additional terms we impose from time to time.

6.4 You must not copy, modify, distribute, sell, lease, loan or trade any access to the Platform or any data or information on it.

6.5 Acceptable Use Policy. You agree not to misuse the Platform or help anyone else to do so, including:

1. (a) using our Platform for unlawful or unauthorised purposes;
2. (b) re-selling or attempting to benefit commercially from any data, content or information available on the Platform;
3. (c) probing, hacking, scanning, harassing or testing the vulnerability of any system or network;
4. (d) breaching or circumventing any security or authentication measures or service use limits;
5. (e) accessing, tampering with, or using non-public areas or parts of the Platform;
6. (f) interfering with or disrupting any user, host or network, for example by sending a virus, trojan, worm, logic bomb or other malicious material, or by overloading, flooding, spamming or mail-bombing any part of the Platform;
7. (g) reverse engineering, decompiling, decoding, disassembling, deciphering or otherwise attempting to derive the source code for the Platform or any related technology that is not open source;
8. (h) accessing, searching or creating accounts for the Platform by any means (automated or otherwise) other than our publicly supported interfaces (for example, scraping or creating accounts in bulk);
9. (i) sending unsolicited communications, promotions or advertisements, or spam;
10. (j) forging any TCP/IP packet header or any part of the header information in any email;
11. (k) sending altered, deceptive or false source-identifying information, including spoofing or phishing;
12. (l) conducting surveys, contests or pyramid schemes, or promoting products or services without appropriate authorisation;
13. (m) abusing our referrals or promotions;
14. (n) posting, publishing, uploading, displaying, distributing or sharing materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libellous, defamatory, abusive or knowingly false, and/or that infringe intellectual property rights;
15. (o) using Motok to generate content you present as a student’s unaided work where that would mislead a school or examiner;
16. (p) violating the wording or spirit of these terms;
17. (q) violating applicable laws or regulations; or
18. (r) violating the privacy or infringing the rights of others.

7 Your rights

7.1 You retain your rights to any information or content you submit, post or display on or through the Platform (“Your Content”), including a student’s spoken practice and related learning records. By submitting, posting or displaying that content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicence) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute that content in any media or through any distribution channels (now known or later developed), subject to our Privacy Policy, for the purpose of providing and improving Motok and the Platform.

7.2 You are responsible for Your Content and any consequences of it, including use by other users or third parties. We are not responsible or liable for any use of Your Content, or of content submitted by other users or visitors.

7.3 You warrant that Your Content does not and will not infringe the rights of any third party and that you have all necessary rights, power and authority to meet your obligations regarding Your Content under these terms.

7.4 If you believe your intellectual property rights have been infringed, email admin@prosperous-nation.com.

8 Our rights

8.1 All intellectual property rights in the Platform or the products or services we provide belong to us or have been lawfully licensed to us. All rights under applicable laws are reserved. You must not upload, post, publish, reproduce, transmit or distribute any content or component of our Platform, or create derivative works from it, except as these terms allow.

8.2 We may (at our discretion, but are not obliged to) review content or information submitted on our Platform. We may remove any content we consider offensive, harmful, deceptive, discriminatory, defamatory or otherwise inappropriate or misleading, or content we believe may infringe third-party rights. We do not endorse views expressed by users on our Platform.

8.3 Our names “Prosperous Nation”, “Motok” and our marks and logos are our trade marks (registered or unregistered) and may not be used without our express prior written consent.

9 Integrations

Motok and the Platform may rely on third-party software and services (including hosting, payment, model and speech providers) to provide a full set of functions. We are not responsible for issues or losses arising from those third-party services. Your access to and use of third-party software is governed by that provider’s terms.

10 Feedback

10.1 We welcome your feedback. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including ideas, concepts, proposals, suggestions or comments) you provide in connection with our Platform or any products or services we offer, without payment to you.

10.2 You waive any right to claim fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of that feedback.

11 Limitation on liabilities

11.1 Some countries or jurisdictions may not allow the disclaimers in this clause. Where they are allowed, we and our officers, employees, affiliates, partners and licensors (together, “Our Entities”) limit our liabilities in connection with or arising out of the Platform as follows:

1. (a) we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;
2. (b) we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform, its content, or any products or services we provide;
3. (c) we do not guarantee that information or content you find on the Platform is accurate, truthful, complete or up to date;
4. (d) we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose or use, and non-infringement);
5. (e) we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and
6. (f) we are not responsible for the conduct of, or any content submitted by, any user of the Platform.

11.2 To the fullest extent permitted by law, we are not liable to you or others for:

1. (a) any indirect, incidental, special, exemplary, consequential or punitive damages; or
2. (b) any loss of data, business, opportunities, reputation, profits or revenues, relating to the use of our Platform or any products or services we offer.

11.3 We do not exclude or limit our liability to you where it would be illegal to do so. That includes liability for fraud or fraudulent misrepresentation in operating the Platform or providing the products or services we offer, and liability that cannot be limited under Hong Kong law, including death or personal injury caused by negligence.

11.4 If you are using the Platform as a consumer, you may have certain legal rights as a consumer. Nothing in these terms limits consumer rights that may not be waived by contract.

11.5 Other than liabilities we cannot limit by law, any liabilities of Our Entities to you (in aggregate) are limited to the amount you have paid us (if any) for the use of our Platform or for any products or services we offer over the last twelve (12) months, or HKD 500 if you have paid nothing.

12 Your representation

12.1 Motok is intended for primary and secondary students and should be set up and supervised by a parent or guardian. By using Motok for a student, you represent that you are that student’s parent or guardian (or have their authority) and that you can legally enter into these terms. The company website may be read by anyone. You are responsible for a minor’s use of Motok under your care, including what they say to the tutor and how long they practise.

12.2 If you are using the Platform on behalf of an entity, you represent that you have the necessary rights and authority to agree to these terms (and our Privacy Policy, Acceptable Use Policy and other documents referred to here) on behalf of that entity.

13 Indemnity

13.1 You agree to indemnify and hold us and Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees) and expenses in connection with or arising from (i) your breach of these terms, (ii) your use of our Platform and/or (iii) any misrepresentation made by you.

13.2 You also agree to co-operate fully with us in the defence or settlement of any claim in relation to or arising out of our Platform or these terms.

14 Termination

14.1 These terms continue to apply until termination or suspension of the Platform’s service to you.

14.2 You may stop using the Platform at any time by deactivating your account.

14.3 We may suspend or terminate your access to our Platform if we reasonably believe:

1. (a) you are in serious or repeated breach of these terms (including a prolonged failure to settle any payment);
2. (b) you are using the Platform in a manner that would cause a real risk of harm or loss to us, other users, or the public;
3. (c) we are requested to do so by government or regulatory authorities, or as required under applicable laws, regulations or legal processes; or
4. (d) our provision of the Platform to you is no longer possible or commercially viable.

In any of those cases, we will notify you at the email address associated with your account or the next time you attempt to access your account, unless we are prohibited from notifying you by law.

14.4 When your access or services end, these terms also end except for Clauses 11 to 18.

14.5 Where we consider it necessary or appropriate, we will report any breach of these terms (or the Acceptable Use Policy) to law enforcement authorities and will co-operate with them, including by disclosing your identity and providing information about you on our systems.

15 Entirety

15.1 These terms constitute the entire contract between you and us in relation to the use of or any transactions on the Platform.

15.2 You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

16 Other important terms

16.1 We may transfer our rights and obligations under these terms to another organisation. We will contact you if we plan to do so. If you do not wish to continue the contract with the transferee, you may contact us to end the contract within one (1) calendar month of us informing you of the proposed transfer, and we will refund any payments you have made in advance for products and services not yet provided (if any).

16.2 You may only transfer your rights or obligations under these terms to another person if we agree in writing.

16.3 If a court finds part of this contract illegal, the rest continues in force. Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs remain in full force and effect.

16.4 Delay or silence on our part is not a waiver of our rights. If we do not insist immediately that you do something required under these terms, or if we delay in taking steps against you for breaking this contract, that does not mean you do not have to do those things and it does not prevent us taking steps later.

17 Contact

Questions about these terms or the Acceptable Use Policy should be sent to admin@prosperous-nation.com.

Prosperous Nation Limited
Hong Kong

18 Governing law and jurisdiction

18.1 These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.

18.2 The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.