VIP Loan User Agreement
VIP Loan User Agreement
Last updated: 28 May 2024
1. Overview
1.1 The VIP loan service governed by this User Agreement (“VIP Loan Service” or “Service”) is, depending on the specific user, offered by Aux Cayes FinTech Co. Ltd. or OKX Bahamas FinTech Company Limited (each defined in Terms of Service, “OKX”, “we”, “our”, “us” or “Platform”).
1.2 This VIP Loan User Agreement (this "Agreement" or these “Terms”) govern your use of this Service and related services entered into by and between you (the “User” or “you”) and OKX. It is legally binding upon you and OKX. By accessing the Service and other relevant services provided by OKX, you agree and confirm that you have carefully read and fully understand the terms and conditions under these Terms (including any amendments made by OKX at any time), especially the terms which exclude or limit liabilities of the Platform under these Terms, and the terms that exclude or limit rights of the Users. If you do not accept these Terms or the contents of these Terms, or refuse to acknowledge and agree with the Platform’s right to unilaterally modify these Terms at any time, you have no right to use the Service provided by the Platform under these Terms and shall immediately stop using and accessing the Platform. Unless otherwise provided in these Terms, the terms used in these Terms shall have the meaning provided in OKX's Terms of Service.
1.3 The contents of these Terms also include OKX's various system specifications, other agreements or rules in connection with or related to these Terms or this Service, and other relevant agreements and rules regarding the services that OKX may provide from time to time. Once the aforementioned contents are released or published, they are an integral part of these Terms, and you shall be legally bound by them. By using this Service, you confirm you have read, understood, and accepted these Terms, the OKX Terms of Service, Risk & Compliance Disclosure, any relevant terms and conditions, service terms, user agreements, transaction and operation rules, policies, announcements and other rules (as amended and restated from time to time) published by OKX from time to time in connection with this Service (“User Agreements”), and that you agree to be legally bound by any and all terms and conditions thereof. Unless you have read and accepted all the terms and conditions of these Terms and applicable User Agreements, you are not authorized to and shall not use this Service or any of its corresponding services.
1.4 The Terms and any applicable User Agreements constitute the entire agreement and understanding regarding the use of any or all of the Service, and any manner of accessing them, between: You and OKX, depending on your location, nationality, services used, and your level of KYC completed.
1.6 These Terms shall supplement our Terms of Service. In the event of any conflict or inconsistency of any term or provision set forth in these Terms and our Terms of Service, such conflict or inconsistency shall be resolved by giving precedence first to these Terms. All other provisions of our Terms of Service not modified by these Terms shall remain in full force and effect.
2. Eligibility to Use the Service
2.1 You understand and acknowledge that:
You have agreed to abide by the Terms of Service and you are eligible and not prohibited from using the services defined therein, including the Service;
You have the experience and risk tolerance to use the Service, and have the experience and knowledge to invest in non-guaranteed cryptocurrencies products;
You should carefully consider and use clear judgment to evaluate your financial condition and the abovementioned risks before making any decision to use this Service, and bear all the losses arising there from;
In order to use the Service, you have the ability to perform operations on the internet;
These Terms do not conflict with the laws of your country or region, and you agree to comply with the laws and regulations of your country or region;
You are the legal owner of the digital assets in your OKX account and guarantee that the sources of these digital assets are legal.
2.2 You agree and undertake that:
You shall not use the Service for any illegal purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by the law;
You shall not conduct, initiate or promote any forms of market manipulation or other forms of illegal conduct, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breach, terrorist financing, and any other violent activities or businesses prohibited by the law.
3. Risk Management
3.1 The Service relies on various measures to control risks, including but not limited to:
You should refer to the links above which describe each of these measures in detail. The content of the links above forms an integral part of this Agreement. OKX reserves the right to introduce additional measures to control risks from time to time. It may update the content of the links above or these Terms at any time, in accordance with the provisions of these Terms.
3.2 If the size of your positions or open orders accumulates to a level which poses risk to other users, OKX, may request or require or conduct a cancellation of your orders or closure of your positions or orders in part or in full. You acknowledge and agree that OKX reserves its sole and absolute right and discretion, to entirely or partially close your position or orders.
4. Use of this Service
4.1. Process of VIP Loan
(1) You may submit a request for a VIP loan of digital assets (“VIP Loan”) on the OKX Platform. Your request must specify: (a) the digital assets requested; (b) the maximum VIP Loan amount requested; (c) the maximum Interest rate you are willing to pay for the VIP Loan; and can specify (d) whether you wish to auto-renew any successful VIP Loan and the maximum interest rate you are willing to pay for such renewed period. The term of such VIP Loan will be published by OKX and visible to you at the time of your request.
(2) Whether or not your request for a VIP Loan will be successful depends on there being sufficient lending liquidity, for the digital assets requested, available by lenders on the OKX Platform (“Lenders”) and the terms of your request matching such liquidity. For the avoidance of doubt, your VIP Loan request may not be matched at all with Lenders. As a precondition to acceptance, your account must have sufficient assets for the total interest to be charged on the VIP Loan from inception to maturity (“Prepaid Interest”). Upon acceptance of your request for a VIP Loan, the Prepaid Interest will be immediately deducted from your account, to be released to Lenders at maturity in satisfaction of your obligation to pay interest, or partially returned to you on termination of the VIP Loan, in accordance with Section 4.4 below. Interest will be charged on the entire VIP Loan quota allocated to you irrespective of whether or not the VIP Loan is drawn upon.
(3) If your request is successful, you will be allocated a VIP Loan quota which reflects the maximum VIP Loan you may draw upon.
(4) In the event that you have any liability to OKX at the time that VIP Loan quota is granted to you, such quota will initially be drawn upon automatically to satisfy such liability (“Automatic Drawdown”).
4.2 Collateral
(1) You hereby agree and authorize that upon any attempt to drawdown of a VIP Loan (including by way of Automatic Drawdown), OKX will freeze digital assets in your account, at its sole discretion, as collateral to secure Repayment in accordance with these Terms (“Collateral”). Such Collateral is in addition to and separate from the Prepaid Interest. You hereby grant OKX complete and irrevocable authority required to freeze such Collateral.
(2) When the Collateral is frozen, you are unable to use, dispose of, or withdraw the Collateral in any manner. For the avoidance of doubt, OKX may liquidate the Collateral in accordance with these Terms at any time.
(3) OKX shall monitor the price of the digital assets that you have drawn down from your VIP Loan and the Collateral. In the event that the value of the Collateral falls, OKX may freeze additional Collateral at any time, at its sole discretion. If there are insufficient assets to be frozen in your account, then this will trigger a Margin call, as described in the OKX Terms of Service, which if not satisfied, may result in us exercising our absolute discretion to close one or more or all of your positions in any digital asset you hold. You will be responsible for any losses incurred as a result.
4.3. Determination of the Price of the Digital Assets
You agree that the prices and exchange rates of the digital assets shall be solely determined and as published by OKX.
4.4 Repayment, Early Redemption and return of Collateral
(1) You must repay all drawn down amounts by maturity of the term (“Repayment”), subject to auto-renewal described below. Repayment is effected by you reducing any liabilities that resulted in Automatic Drawdown and/or returning the digital assets which are subject of the VIP Loan, in the same currency as such Loan.
(2) In the event that there are insufficient digital assets in your account to effect Repayment at the maturity of term, then your VIP Loan will be overdue. In the event that your loan is overdue, OKX shall charge an additional fee in addition to the Interest (“Overdue Interest”). The Overdue Interest is equivalent to the market APR for Simple Earn Flexible plus an additional APR, both shown on the Simple Earn product page (linked here), to be deducted from your account hourly. In the event that Repayment in full has not been completed within 30 days after maturity of the term, OKX reserves the right to trigger forced liquidation of any digital assets in your account for the purpose of repaying the drawn down amount, any unpaid Overdue Interest, and any other amounts owed to OKX.
(3) You may not reduce your VIP Loan quota before maturity of the term without payment of an early redemption fee. If you choose to reduce your VIP Loan quota more than six hours prior to maturity (“Early Redemption”), you are required to pay all Interest incurred up until the time of your Early Redemption, plus 30% of all Interest that would have been due from the time of Early Redemption until maturity, which shall be deducted from the Prepaid Interest before any balance is returned to you. Partial reduction of your VIP Loan quota is not permitted under any circumstances. Accordingly, any request for a reduction of your VIP Loan quota is equivalent to a request to terminate the entire VIP Loan.
(4) Upon Repayment or Early Redemption, OKX will release your Collateral, provided that OKX shall deduct any and all outstanding amounts owed to it howsoever incurred from such Collateral prior to release.
4.5 Term, Auto-Renewal, Manual Renewal
(1) The term of such VIP Loan will be published by OKX and visible to you at the time of your request. For the avoidance of doubt, the term is not affected by the time at which you draw down digital assets from the VIP Loan, or whether or not you choose to draw down any such assets.
(2) At the time of requesting for a VIP Loan, or at any time during the term, you may select auto-renewal, which requires you to input the maximum interest rate you are willing to pay for such renewed period. In the event of an auto-renewal, the VIP Loan is renewed for an equivalent period as the original term. The renewed VIP Loan will be for either the same amount as the original VIP Loan quota, or if lending liquidity for the same amount is unavailable, then the renewal shall be for your drawn down amount, provided sufficient lending liquidity is available for your drawn down amount. Your VIP Loan will not be renewed if there is insufficient lending liquidity for either of those amounts.
(3) At any time during the term, you may choose to renew the term for an equivalent period as the original term manually. However, any such manual renewal conducted more than six hours prior to maturity of the existing term will be treated as an Early Redemption and will thus incur the Early Redemption fees specified above.
5. Representations and Warranties
5.1 You hereby represent, warrant and undertake that:
(1) The source of the Collateral is legal, and the ownership is not disputed;
(2) The Collateral is not subject to any litigation, preservation, mortgage, judicial freeze, and enforcement and thus becomes unenforceable, otherwise you shall be deemed to have breached these Terms and shall bear all responsibilities;
(3) You shall not lose your ability to pay under your obligations of repayment under the VIP Loan as a result of occurrence of other events including, litigation, preservation, mortgage, judicial freeze, and enforcement. Otherwise, it shall be deemed that you have defaulted and you shall be responsible for all economic losses and liabilities;
(4) You will not infringe the legitimate rights and interests of OKX;
(5) You are not on the sanctions list issued by any government and international organizations;
(6) If the above representations, warranties and covenants are no longer correct, complete and valid due to changes in the applicable laws, you will immediately notify OKX in writing.
5.2 You hereby acknowledge that if you breach the foregoing representations, warranties and covenants, OKX shall have the right to stop providing you with any and all services (including but not limited to this Service). If OKX suffers losses due to your breach of the foregoing representations, warranties and covenants, OKX has the right to hold you liable and you agree to indemnify and hold OKX harmless for the breach of these Terms.
6. Limitation of Liability
6.1 Risk Disclosure
(1) YOU EXPRESSLY AGREE THAT YOUR USE OR NON-USE OF THIS SERVICE AND RELATED SERVICES ARE AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY UNDER THESE TERMS, THE SERVICES, ALL PRODUCTS AND SERVICES PROVIDED TO YOU THROUGH THIS SERVICE AND RELATED SERVICES PROVIDED TO YOU ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OKX AND ITS AFFILIATES OR ITS SERVICE PROVIDERS OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, NO ERRORS OR OMISSIONS, CONTINUITY, ACCURACY, RELIABILITY OF THIS SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. OKX DOES NOT MAKE ANY UNDERTAKINGS AND WARRANTIES FOR THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR TIMELINESS OF THE TECHNOLOGY AND INFORMATION IN CONNECTION WITH THIS SERVICES OR OTHER SERVICES PROVIDED BY THE OKX.
(2) NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW OR REGULATIONS.
(3) Like any asset, the value of digital assets may fluctuate significantly, and there is a huge risk that Users may incur economic losses when buying, selling, holding or investing in digital assets and other related transactions. The choice of using and how to use the Services of the Platform is the User's personal decision, and the User shall bear any and all of the risks and potential Losses. OKX does not make any express or implied warranties regarding the market, value or price of digital assets. Users acknowledge and understand the instability of the digital asset market. The price and value of digital assets may fluctuate or collapse at any time. Trading digital assets is the free choice and decision of Users, and Users shall solely bear their own risks and possible losses. Your use of this Service means that you confirm and agree: (1) You fully understand all of the risks associated with digital assets and related transactions; (2) You agree to solely bear any and all risks and Losses associated with the use of these Services and engaging in any transactions involving digital assets; and (3) OKX shall not be responsible for any of these risks or Losses or any other adverse consequences.
(4) The Platform cannot guarantee the authenticity, sufficiency, reliability, accuracy, completeness or validity of the content on the Platform, and shall not bear any legal liability arising therefrom. The User shall rely on the User’s independent judgment to conduct transactions, and the User shall bear all responsibilities for User’s judgment and/or decisions.
(5) Digital assets involve a high degree of risk. Using the Service involves market risk, smart contract risk, liquidity risk, oracle risk, volatility risk, and legal and compliance risks, among other risks. Digital assets are not the legal tender of any government, and their value is not guaranteed by a specific government. The value of digital assets may fluctuate greatly. Users shall be fully aware of the above risks and should exercise caution when conducting any transactions regarding digital assets. Users of the Service must have sufficient financial capability, maturity, experience and willingness to bear all investment risks and potential investment losses. Thus, digital asset investment is not suitable for all investors.
(6) You understand and accept the risks that you may incur by using this Service, and the related losses that you may suffer as a result, including but not limited to:
The key risks of the VIP Loan are related to market price fluctuations. In a highly volatile market, it may be difficult for users to predict the market price at maturity date; high price volatility of digital assets and their derivatives may cause significant or total losses in a short period of time; and you are willing and able to bear all risks caused by market price fluctuations and any economic losses you may suffer;
Once the digital assets you hold are frozen due to use of this Service, you will not be able to trade the frozen digital assets and accept the risks associated with the inability to trade these digital assets, you are willing to bear the risks arising from locking your digital assets and any economic losses you may suffer;
If OKX terminates this Service for any reason whatsoever, which it may do at its complete discretion, you may not be able to obtain the expected profits within the expected holding period (if any) which may result in the loss of your digital assets;
If there is a force majeure event, or a force majeure event that causes the price of digital assets to collapse, it may cause loss of your digital assets;
Technical abnormalities may occur, which may delay or prevent you from using this Service or conducting related transactions, which may cause loss of your digital assets;
Market abnormalities may occur, which may cause loss of your digital assets;
In order to maintain the overall health of the market, OKX may add, delete or modify the relevant provisions of these Terms, the policies, the terms and conditions or other related user agreements, service agreements or terms from time to time. Such modifications may benefit or harm you.
You confirm that you fully understand the nature, risks and potential losses related to the Service. Before making a decision to use the Service, you should exercise independent judgment and carefully consider using the Service based on your own investment experience and capability, financial situation, investment objectives, investment period, willingness and ability to bear investment risks, the extent of your understanding of the nature and risks of this product, and other relevant circumstances. The aforementioned risks do not include all the risks and all the market conditions of the user's transactions related to this Service. If you have any questions or concerns, please seek advice from an independent financial advisor and/or legal counsel.
6.2 The trading market is volatile and may change rapidly in terms of liquidity, market and trading dynamics. You are fully responsible and liable for any and all trading and non-trading activities and your account used on or through the OKX Platform. You acknowledge and agree to be fully responsible for all your transactions and non-trading behaviours and omissions on OKX or through OKX, as well as all gains and losses arising from your use of the OKX website and this Service and any other services provided on the OKX Platform. You are responsible for any of your assets and liabilities in your OKX Account, and you are responsible for all your obligations for all your financial activities on OKX. OKX is not responsible for any and all losses arising from this Service and any other services provided on the OKX Platform and shall not assume any compensation or any other responsibility.
6.3 You agree and accept that when you redeem your assets, the time it takes for you to receive the digital assets in your account may vary and the assets received and displayed on the Platform shall be final. OKX shall not be liable for any losses caused by or related to time differences or discrepancies for receipt of digital assets.
6.4 You agree and accept that OKX reserves the right to amend the content of this Agreement any time in its sole discretion, including when you are using the Service. OKX shall not be liable for any losses arising from your misunderstanding of this Agreement, or your delay of reading the amendments to this Agreement.
6.5 You agree and accept that if the OKX Platform cannot function properly or the Service is interrupted arising from the following conditions, such that you are unable to use the Service or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, lack of system response, delayed system response or any other abnormal circumstances, OKX and its affiliates shall not be liable for any losses. These circumstances include but are not limited to:
Service suspension for maintenance as announced by OKX;
Hacker attack(s) on the OKX Platform;
Failure to transmit data as a result of telecom equipment failures;
Force majeure events or accidents, such as but not limited to typhoons, earthquakes, tsunamis, flooding, plagues, power outage, war, turmoil, government actions, terrorist attacks and any other events that may lead to the suspension of the OKX Platform;
Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrades, banking issues, temporary closure arising from government regulations and any other reasons;
Service interruption or delay caused by OKX’s systems being damaged, defective or unable to perform normally for any reason;
Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
Losses suffered by you or other third parties arising from the fault or delay of the third party;
Losses suffered by you or other third parties arising from changes in laws and regulations or government orders;
Losses suffered by you or other third parties arising from force majeure events or accidents caused by other objectively unforeseeable, unavoidable and/or unsolvable circumstances.
You agree and accept that the aforementioned reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, and OKX reserves the right to refuse to or for any reason in its sole discretion to not execute your commands based on the actual circumstances. You understand and agree that OKX shall not be liable for any of your losses (including but not limited to direct or indirect losses, actual losses, or loss of possible yield and other similar or related losses).
6.7 Software Protocols and Operational Challenges
Software protocols that underlie digital assets are typically open source projects, which means that: (i) the development and control of such digital assets are outside of OKX's control, and (ii) such software protocols are subject to sudden and dramatic changes that may have a significant impact on the availability, ease of use, or value of a given digital asset. You also are aware of and accept the risks associated with operational challenges. OKX may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Service. You understand that the Service may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree that OKX shall not be responsible or liable for any related losses.
You understand that the technology underlying digital assets is subject to change at any time, and such changes may affect your digital assets stored on our platform. You agree to be fully responsible for monitoring such technological changes and understanding their consequences for and regarding your digital assets. Users conduct all trading and make all related decisions based on their own volition, and OKX shall not be liable for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved or associated with digital asset use in general or your use of our Services.
6.8 OKX strictly prohibits unfair trading behaviours. OKX reserves the right to enact, under its sole discretion, and take control over your account, if you:
are involved in price manipulation, insider dealing, market manipulation, market distortion or any other malicious wrongdoings to the market;
might be harming other users or OKX by exploiting the Service’s vulnerabilities or by other unreasonable means;
are involved in any other activities that OKX deems harmful to the overall well-being of the market.
OKX also reserves the right to take actions including but not limited to closing your accounts, limiting trading, halting trading, cancelling transactions, rolling back transactions and returning the relevant digital assets to any complainant so as to eliminate any adverse effects to the overall wellbeing of the market. In no event shall OKX be liable to you for any loss incurred when such action against you happens, and OKX has the right to hold you liable and you agree to indemnify and hold OKX harmless for the breach of these Terms.
6.9 You agree and accept that OKX shall not be liable for any losses caused by the risks described in this Clause 7 of the Agreement (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).
6.10 The aforementioned provisions do not indicate all the risks arising from or related to your transactions through the Platform or all the conditions of the market. Before making any trading decisions, you shall fully understand the relevant digital assets; make cautious and prudent decisions based on your own trading objectives, risk tolerance, and financial conditions; and solely bear all risks and losses.
7. Indemnification
7.1 You shall take all possible measures to ensure that OKX is held harmless from any damages caused by your use of the Service or other activities related to your OKX account, otherwise you shall be liable for losses suffered by OKX.
7.2 You hereby acknowledge and agree to defend and indemnify OKX from any claims or requests (including reasonable legal fees) resulting from your breach of these Terms, your improper use of OKX services, your violation of any laws or infringement of any third party rights, any third party’s actions or omissions with respect to the authorized use of your OKX account, OKX website, app, and systems (including networks and servers used to provide any OKX services, regardless of whether such websites, apps, and systems are operated by OKX, or operated for OKX, or operated to provide OKX services to you), and make every effort to hold OKX harmless.
8. No Business, Legal, Financial or Tax Advice
The User acknowledges and agrees that no information provided by OKX, notwithstanding whether included in these Terms or any other document or statement, shall be deemed as business, legal, financial or tax advice. The User may and should consult his own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from the reception of and in connection with digital assets under this This Service. OKX is not your broker, dealer, agent or consultant. The User acknowledges and agrees that in any transactions or other decisions or activities through which you use any OKX Services, OKX does not have a fiduciary relationship or fiduciary duty with you. No communication or information provided by OKX to you, notwithstanding whether included in these Terms or any other document or statement, shall be deemed, considered or interpreted as investment advice, business advice, legal advice, financial advice, tax advice, trading advice or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be solely responsible for any and all Losses or liabilities. You should consult your own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from using this Service. OKX does not recommend you to buy, sell, transfer or hold any digital assets. Before making a decision to buy, sell, transfer or hold any digital assets, you shall conduct due diligence and consult your financial advisor before making any investment decision. OKX shall not be responsible for your decision to buy, sell, transfer or hold digital assets based on the information provided by OKX.
9. Third Party Website Disclaimer
Any links to third party websites in OKX services do not mean that OKX endorses any products, services, information and disclaimers provided therein, and OKX does not guarantee the accuracy of the information contained therein. OKX shall not be liable for any losses caused by your use of such third party products and services. In addition, OKX has no control over the terms of use or privacy policies of third party websites. Once you use this Service, it usually means that you know, understand and agree to all the terms of service, privacy policy and relevant transaction and operation rules (as amended from time to time) on third party websites. OKX and each third party website operator are independent legal entities, and these Terms shall not constitute any form of agency, partnership or cooperative relationship between the parties. Each third party website operator shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.
10. Governing Law
These Terms, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of these Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of England and Wales without regard to the principles of conflicts of laws thereof.
11. Jurisdiction and Dispute Resolution
11.1 You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC’s Mediation Rules in force for the time.
11.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 11.1, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).
11.3 You agree that the seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). OKX shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the HKIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.
11.4 You agree that OKX shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.
11.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
12. Miscellaneous
12.1 The contents of these Terms also include OKX's various system specifications, other agreements or rules in connection with these Terms, and other relevant agreements and rules regarding the Service that OKX may issue from time to time. Once the aforementioned content is published, it shall become an integral part of these Terms, and you shall also abide by it. In the event of any conflict between the aforementioned content and these Terms, these Terms shall prevail.
12.2 OKX reserves the right to unilaterally modify these Terms (including the aforementioned contents) if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted on OKX's website. Please regularly check the latest information posted therein to inform yourself of any changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, please stop using the Services.
12.3 You shall carefully read this Agreement, and any document referred to in Clause 12.1 and 12.2 of these Terms that constitute the contents of these Terms. Unless otherwise instructed by OKX, any formal communication and document transfer between you and OKX shall be undertaken through email. You may also be able to contact OKX telephonically as a form of informal communication. Any formal communication between you and OKX should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between any formal and/or informal communications and the Agreement, the Agreement shall prevail.
Please address emails to “OKX” at the following email: support@OKX.com.
12.4 If any provisions of these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provisions of these Terms shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of these Terms, or the validity, legality or enforceability of such provision in any other jurisdiction.
12.5 No failure or delay by OKX in exercising any right, power or remedy it is entitled to under these Terms or by stipulation of law or regulation shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.
12.6 You shall not transfer, novate or assign these Terms, and the rights and obligations hereunder, in whole or in part, without the prior written consent of OKX. OKX has the right to transfer, novate or assign any rights or obligations under these Terms by serving written notice on you, which takes effect upon the delivery of such notice.
12.7 The headings of all these Terms are for reading convenience only and have no actual meaning and shall not be used as a basis for interpretation of the meaning of these Terms.
12.8 If there is a discrepancy between the English version of these Terms and the translation of other languages version, the English version of these Terms shall prevail.
12.9 OKX has the sole and final discretion to interpret these Terms.