BTC Yield+ User Agreement
1. Overview
1.1 The BTC Yield+ Service (the “BTC Yield Plus Service” or “Service”) Agreement is provided to you (“you” or “user”) by the OKX entity applicable to you under the
1.2 This BTC Yield+ Service Agreement (this "Agreement" or these “Terms”) governs your use of this Service and related services entered into by and between you and OKX. In order to use the Service, you should carefully read and abide by this Agreement. By using the Service, you confirm that you have read and accepted all the terms of this Agreement. Your use of the Service represents that you have read, understood and agreed to this Agreement and that this Agreement is legally binding on you.
1.3 In the event of any conflict or inconsistency between any term or provision set forth in this Agreement and the
, such conflict or inconsistency shall be resolved by giving precedence to this Agreement. All provisions, including definitions, of the not modified by this Agreement shall remain in full force and effect. Terms not defined here are defined in the .2. Definitions
Additional Disruption Events mean any Change in Law Event (as defined in Article 4.2), Hedging Disruption, or any other event which results in the Product (including any related hedge), whether with respect to the Underlying Asset(s) or any constituent thereof, being affected (including where it has or will become unlawful or impractical, whether commercially or otherwise, to provide or to continue to provide the Product, or there is a substantial likelihood of the same), as determined at the sole discretion of OKX. See also the Risk Disclosure Statement and Disclaimer in the Exhibit to this Agreement.
Affiliate means, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person.
Applicable Law means (regardless of jurisdiction) any applicable federal, national, state and local laws, ordinances, regulations, orders, statutory instrument, rules, treaties, codes of practice, guidance notes, policy statements, customary laws, decrees, injunctions, or judgments and any ruling, declaration, regulation, requirement, request or interpretation issued by any (or any quasi-) regulatory, judicial, administrative or governmental body.
APR means the Annual Percentage Rate, which is used as an indicator or measure of the returns of the Product.
Business Day means a day on which OKX is open for business except any Saturday, any Sunday, or any day which is a legal holiday or any day on which banking or other financial institutions are authorized or required by law or other governmental action to close in Hong Kong or other applicable jurisdictions as the case may be.
Calculation Agent means OKX, unless stated otherwise. OKX shall be responsible for determining the value of a Product. The Calculation Agent has the sole discretion in determining the value of such a Product and the amount owing from each party in a commercially reasonable manner and in good faith. The Calculation Agent can establish the price for the Product, and may act as its guarantor and issuer. All calculations, determinations or adjustments made by the Calculation Agent, in the absence of any manifest error, shall be final, conclusive and binding on the holder of any Product.
Governmental Authority means the government of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
Hedging Disruption means that OKX (or its Affiliate) is unable, after using commercially reasonable efforts, to: (a) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of entering into and performing its obligations with respect to the relevant transaction, or (b) realize, recover or remit the proceeds of any such transaction(s) or asset(s), as determined at the sole discretion of OKX.
Non-scheduled Early Termination Amount means in respect of any Product, an amount, in the specified Digital Asset, which shall be determined by the Calculation Agent as the fair market value of the Product at the chosen valuation time on the second Business Day following an Event of Default, less any relevant fees and costs incurred prior to the date of redemption, determined by reference to such factors as the Calculation Agent considers to be appropriate including, without limitation: (a) market prices or values for any Underlying Asset(s) and other relevant economic variables (such as interest rates and, if applicable, exchange rates) at the relevant time, taking into account the bid or offer prices of any Underlying Asset(s) and such other relevant economic variables; (b) the remaining term of the Product had it remained outstanding; (c) if applicable, accrued interest; (d) internal pricing models of the Issuer and its Affiliates; and (e) the cost of the Issuer in connection with an Event of Default, as applicable. The Calculation Agent shall adjust such amount fully for any reasonable expenses and costs of the Issuer and/or its Affiliates, including, those relating to the unwinding of any Underlying Assets and/or related hedging arrangements, as determined by the Calculation Agent.
Issuer means OKX, unless otherwise specified in any documentation.
Service Provider means any service provider, Affiliates, intermediary, agent, hedging entity involved in trading, holding or storing the Digital Assets or any third party that may be appointed by Issuer from time to time in relation to the Product for any purpose, pursuant to this Agreement or any other documentation.
3. Eligibility to Use the Service
3.1 The Service is only available to eligible users. OKX reserves the ability to finally determine which users are eligible, at its sole and unfettered discretion. OKX may offer this service only in certain jurisdictions, to users with an OKX account in good standing, and who have passed KYC requirements.
3.2 You agree that OKX may hold your Digital Assets for the duration of your use of the Service.
3.3 You understand and confirm that:
You have agreed to abide by the
, and are eligible and permitted to use the Services specified therein;If you use the Service, this Agreement is binding on you;
You have the experience and risk tolerance required to use the Service, and have the experience and knowledge necessary to invest in non-guaranteed Digital Asset products;
You have the ability to perform operations on the Internet;
This Agreement and your use of the Service does not conflict with the laws of your country or region, and you agree to comply with the laws of your country or region;
You are the legal and beneficial owner of all the Digital Assets in your OKX account and that the sources of your Digital Assets and fiat currency are not from illegal activities.
3.4 You further agree that:
You will not use the Service in connection with any Prohibited Businesses (as defined in the
), including without limitation illegal purposes such as money laundering, terrorist financing, or fraud, or any other activities or any businesses prohibited by the law;You will not use the Service in connection with any forms of price manipulation, insider dealing, market manipulation, market distortion or any other malicious wrongdoings to the market.
3.5 You understand and accept the risks that may arise to you and the related losses you may suffer from using the Service, as set out in this Agreement and the
Price fluctuations of Digital Assets and their derivatives may cause significant or total loss in a short period of time;
The nature of Digital Assets means that technological difficulties experienced by OKX may prevent a User's access to, or use of, its Digital Assets;
Market risks may occur, which may result in losses of your Digital Assets;
OKX may have to add, remove, or change its terms or policies, including the terms of this Agreement, from time to time, while you are using the Service. Any such actions may benefit or harm users like you.
4. Use of this Service
4.1 Indicative Product Terms: Indicative details of Products offered by OKX (Product Terms) will be displayed from time-to-time on the OKX Platform. Such indicative details may include: terms and conditions, historic or estimated earnings, performance or yields or APR, amongst other details. Some or all of the indicative details may be amended after order execution (described further below). Actual earnings, yields or APR (if any) may vary from historic or estimated earnings, yields or APR shown on the OKX Platform. By using the Service, you agree that you have reviewed, confirmed and acknowledged the Product Terms.
4.2 Order instruction: To subscribe to the Product, you shall provide an order instruction to OKX. The indicative Product Terms shall remain revocable by OKX and subject to amendment by OKX until and unless OKX executes the order by booking it in its internal system and communicating confirmed order details to you upon order execution.
4.3 Order execution: Upon receiving the order instruction, OKX shall communicate to you that the order instruction has been received and is pending execution. For such orders, the order instruction has not yet been executed, until a further confirmation has been provided to you, at OKX’s discretion, that the order has been executed (shown by the status “Earning” in the order details visible to you). While the order is pending execution, you cannot revoke, cancel or amend your order in any way, and the Digital Assets subject to such order are transferred from your account to OKX’s account for the purpose of subscription, cannot be used by you, and do not earn any yield for this duration, until and if the order is executed by OKX. Whether or not a pending order is executed is at OKX’s sole discretion. OKX maintains a limit on the total quota of orders that will be accepted each day. In the event that the quota is reached, no further orders will be executed. As a result, your order may not be executed (in whole or in part) even if pending execution, or only a part of your order may be executed. For orders that OKX has chosen to execute, execution occurs on or around 16:00 (UTC+8). The Digital Assets for orders that are not executed (in whole or in part) are returned to your Account, without any yield having been generated on them or paid to you.
4.4 Prefunding and Yield Generation: You shall ensure that your Account has sufficient Digital Assets to allow OKX to execute your instructions in relation to the Product (Prefunding). The amount of Prefunding is the total subscription amount of the Product instructed by you. You hereby authorise OKX to transfer the Prefunding from the your Account to OKX’s own (or its Affiliates’) account to subscribe to the Product. With respect to the Prefunding, you agree to grant OKX (and its Affiliates) all necessary consents, powers and authorities to act, manage, perform, transact, place, complete any order, purchase or subscription of the Products, or cancel, revoke, redeem, terminate or liquidate the same. You acknowledge and consent that: (a) yield may be earned on your Digital Assets deposited in the Service through a combination of basis trading, staking, liquidity provision, and other yield generating methods, and the Digital Assets may be pooled with other users’ Digital Assets, at OKX (or its Affiliates) sole discretion, and any yield generated shall be paid to your account on a daily basis; (b) there may be circumstances in which no yield is generated on your Digital Assets at all; and (c) any yield generating activities may be carried out by OKX or its Affiliates to whom your Digital Assets shall be transferred. Digital Assets held by OKX (or its Affiliates) for subscriptions are subject to risks, including those set out in the
4.5 Redemption: To redeem your position in the Service, you shall instruct OKX to redeem the position through the OKX Platform (Redemption Instruction). Redemption of your Digital Assets from the Service will take approximately eight days in normal circumstances, and may be further delayed if market circumstances, technological, liquidity or any other factors require. From the time of your Redemption Instruction, you will no longer earn any yield on your Digital Assets, even if yield has been generated by OKX (or its Affiliates) on them since that time.
4.6 Fee: OKX (or its Affiliates) shall charge a fee for use of the Products, equivalent to a percentage of any yield generated on your Digital Assets deposited in the Service.
4.7 Specific risks of the Service
In addition to the risks set out in other parts of these terms and the
, the use of this Service may entail the following specific risks (for the avoidance of doubt, OKX accepts no liability for these or other risks):Delays or failure to effect a subscription or redemption may result in an inability temporarily to access your Digital Assets during which you may suffer a partial or total loss of value in your Digital Assets;
OKX does not guarantee the generation of any yield through use of the Service. Accordingly, in the event that no positive yield is generated, you may receive less than the amount deposited by you into the Service, as you would nonetheless be liable for any fees;
Your Digital Assets are subject to the risk of fraud, hacking, theft;
The Service may be affected by regulatory changes that impact OKX’s ability to continue to offer the Service;
OKX may suspend or cease the Service, either temporarily or permanently, at any time, at its sole discretion.
4.8 Determination of the Price of the Digital Assets
You agree that the prices and exchange rates of Digital Assets shall be solely determined and as published by OKX.
4.9 Communication: You authorize OKX to rely on instructions by whatever means transmitted which appear or purport to be sent by or authorized by you. OKX may record and monitor conversations OKX has with you. The Parties may mutually agree on communication channels which shall be used for communication purposes from time to time. You are responsible for communicating accurate instructions to OKX. You shall provide all information OKX may request concerning you and/or your use of its products or services. All such information may be reported to any applicable regulatory authority if required. You agree that you will not engage in any activity that circumvents securities laws or regulations.
4.10 In the event that you disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of any purchase, subscription, transaction or obligation, OKX shall be authorized to cancel, revoke, redeem, terminate or liquidate or otherwise offset the relevant position or trade without prior notice to or approval from you.
4.11 You are responsible for maintaining adequate security and control of any and all of its passwords, private keys, and any other codes that you use to transfer or receive Digital Assets hereunder. You will be solely responsible for the private keys that you use to make the transfers and for maintaining secure back-ups. You will promptly notify OKX of any security breach of your Accounts, systems or networks as soon as possible. You will cooperate with OKX in the investigation of any suspected unauthorized transfers or attempted transfers using your Account credentials or private keys, and any security breach of your Accounts, systems, or networks, and provide OKX with the results of any third-party forensic investigation that you may undertake. You will be responsible for any unauthorized transfers made utilizing your passwords, private keys, and any other codes you use to make or receive transfers.
5. Suspension / Cancellation / Termination
5.1 OKX may suspend, cancel or terminate your orders, the Service, or your use of the Service at any time at its sole and unfettered discretion. The
set out a non-exhaustive list of the circumstances in which OKX may suspend, cancel or terminate the Service or your use of the Service. Without prejudice to the generality of the foregoing, those circumstances may include situations where:you do not provide additional information to verify your identity or source of funds as requested by OKX;
OKX is required to do so by court order, to comply with any Applicable Laws and Regulations;
OKX is required to do so to comply with any direction or instruction from a government body or agency;
OKX reasonably determines that any information you have provided to OKX is wrong, untruthful, outdated or incomplete; or
you do not provide additional information that we request to our reasonable satisfaction or in a timely manner.
In the event of a termination of the Service, OKX will continue to permit Redemptions subject to the terms of this Agreement.
5.2 Your order or subscription may be cancelled, revoked, redeemed, terminated or liquidated prior to a Redemption Instruction being issued by you, at any time, in OKX’s sole discretion, including a Change in Law Event or Event of Default, and you may lose some or all of your investment. For the purpose of these Terms:
(a) a Change in Law Event if an event which results in the Product (including any related hedge), whether with respect to the underlying asset(s) or any constituent thereof, being affected (including where it has or will become unlawful or impractical, whether commercially or otherwise, to provide or to continue to provide the Product, or there is a substantial likelihood of the same) due to (i) the adoption of, or any change in, any relevant law, rule, regulation, judgment, order, sanction or directive of any governmental, administrative, legislative or judicial authority or power (including any tax law) or (ii) the promulgation of, or any change in, the interpretation by any court, tribunal, governmental, administrative, legislative, regulatory or judicial authority or power with competent jurisdiction of any Applicable Law,
(b) each of the following shall constitute an Event of Default by a party:
(i) any Additional Disruption Event;
(ii) any bankruptcy, insolvency, reorganization or liquidation proceedings or other similar proceedings for the relief of debtors or dissolution proceedings shall reasonably be expected to be instituted by or against you;
(iii) if any representation or warranty made by you in this Agreement proves to be fraudulent, incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;
(iv) you fail to obtain an exemption or license, or fail to obtain renewal of any necessary exemption or license from any relevant Governmental Authority, or any exemption or license has been withdrawn, which results in you becoming prohibited from operating its business or would reasonably be expected to adversely affect the performance of your obligations under this Agreement;
(v) you are is subject to governmental, administrative or regulatory proceedings, as follows:
you become subject to or is a defendant in any investigation, proceeding or action relating to, is indicted for, or is convicted of any felony, or any other crime or potential crime relating to securities, investment management, or Digital Currency transactions, or involving fraud or breach of trust, money laundering or terrorist financing activities;
you become subject to any governmental, regulatory or administrative investigation, proceeding, action or sanction of or by any Governmental Authority; and
(vi) you are likely to be unable to pay its debts or is unwilling to perform its obligations under this Agreement or any other agreement or arrangement with OKX.
In the event that OKX exercises any of its rights under this clause, then OKX may, in its sole discretion, adjust the terms of the Product or cancel, revoke, redeem, terminate or liquidate the purchase or subscription or Product. If OKX elects to do so, if permitted by any Applicable Law, OKX shall pay to Customer an amount equal to the Non-scheduled Early Termination Amount of such Product.
5.3 Upon the occurrence of and during the continuation of any Event of Default by a party, the non-defaulting party may, at its sole discretion and option at any time and with prior reasonable notice to the other party:
(a) declare all amounts / Digital Assets available under the Products immediately due and payable;
(b) where OKX is the non-defaulting party, it may cancel, revoke, redeem, terminate or liquidate any or all transactions and agreements hereunder between you and OKX or extend or accelerate the redemption of the same;
(c) where you are the non-defaulting party, you may, by written notice addressed and delivered to OKX declare your subscription to be immediately due and payable and unless all such defaults have been cured by OKX prior to the receipt of such notice, OKX shall pay to you the Non-scheduled Early Termination Amount (and the payment of such amount shall be postponed until the day after the Non-scheduled Early Termination Amount has been finally determined); and
(d) exercise all other rights and remedies available to such party as such party reasonably deems appropriate, under Applicable Law or in equity.
For the avoidable of doubt, in any event, there shall be no secondary market sale of the Product or any obligations under this Agreement by you to a third party.
5.4 OKX may exercise any of the above rights in the case of a force majeure situation, which situation includes but is not limited to any circumstances that are outside the reasonable control of either party and which could not have been prevented or avoided by either party, and such situation continues for a period of thirty (30) days, such situation to be determined at the sole discretion of OKX.
6. Representations and Warranties
6.1 You hereby represent, warrant and undertake that:
a. The source of the Digital Assets used in the Service is legal, and the ownership is not disputed;
b. The Digital Assets used in the Service are 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;
c. You will not infringe the legitimate rights and interests of OKX;
d. You are not on the sanctions list issued by any government and international organizations;
e. 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.
6.2 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.
6.3 You agree, understand and acknowledges that:
(a) OKX (and its Affiliates) engage in the bilateral purchase and sale of Digital Assets and Products, including transactions on a proprietary basis whether as contemplated by this Agreement or otherwise and in situations which may conflict with your position;
(b) if OKX transacts with you, it does so solely on a bilateral basis and in a principal capacity; and
(c) OKX is not providing and will not provide any custody, fiduciary, advisory or other similar services with respect to you, any person related to or affiliated with you, or any transaction subject to this Agreement. You further agree, represent and warrant that you are solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction, and in entering into any such transaction, you have not relied on any statement or other representation of OKX other than as expressly set forth herein.
7. Limitation of Liability
7.1 Risk Disclosure
a. 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.
b. 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.
c. Like any asset, the value of Digital Assets may fluctuate significantly, and there is a significant 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: (i) You fully understand all of the risks associated with Digital Assets and related transactions; (ii) 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 (iii) OKX shall not be responsible for any of these risks or Losses or any other adverse consequences.
d. 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.
e. 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.
f. 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:
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.
7.2 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.
7.3 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.
7.4 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.
7.5 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).
7.7 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.
7.8 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.
8. Mandatory Measures
You agree and accept that OKX strictly prohibits unfair trading practices. OKX reserves the right to exercise control over your account, restrict, suspend or shut down your account in its sole discretion if you engage in any of the following conduct:
Market manipulation, price manipulation, insider dealing, market distortion, or any other malicious wrongdoing or behaviour;
Participation in any activities that OKX regards as harmful to the market;
Violation of any Applicable Laws and Regulation.
In order to eliminate any adverse effects on the overall market, OKX reserves the right and sole discretion to suspend or terminate your account, use of the Service, or refuse to execute or cancel your commands. OKX shall not be liable for any losses (including but not limited to any direct or indirect losses, actual losses or losses of possible profits) incurred in connection with the above measures.
9. Indemnification
9.1 You shall take every possible measure to protect OKX from any damages arising out of your use of the Service or other actions related to your OKX account.
9.2 You agree to indemnify, hold harmless and promptly defend OKX and OKX’s Affiliates and associates (including our and their respective agents (if any) and the shareholders, directors, officers and employees of OKX and OKX’s Affiliates and associates) (each an “Indemnified Party”) from and against any and all losses arising from or in connection with any claims, losses, liabilities, damages, judgments, penalties, fines, costs and expenses of whatever kind (including professional fees and reasonable attorney’s fees) which may be suffered or incurred by any of the Indemnified Party arising out of or related to your use of the Service or other circumstances set out in the
.10. Miscellaneous
10.1 The contents of this Agreement also include OKX's various system specifications, guidance notes, product documents, or other relevant documents that OKX may issue from time to time. Upon release, such content becomes an integral part of this Agreement, and you should also abide by it. In the event of any conflict between the above content and this Agreement, this Agreement shall prevail.
10.2 OKX reserves the right to unilaterally modify this Agreement or any terms applicable to the use of the Service in its sole discretion. Such modification could happen at any time without prior notice, including while you are using the Service. If any changes are made, the revised contents shall be posted on OKX's website promptly. Please 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, you should stop using the Services.
10.3 You should carefully read this Agreement, and any document referred to in clauses 10.1 and 10.2 of this Agreement that constitute the contents of this Agreement, in conjunction with the
. In the event of any discrepancy between the English version of this Agreement and any translated version, the English version of this Agreement shall prevail.10.4 If any provisions of this Agreement 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 provision of this Agreement 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 this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.
10.5 The failure or delay of OKX’s enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.
10.6 This Agreement, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this Agreement, 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.
10.7 Dispute Resolution
a. 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 mediation at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC’s Mediation Rules in force at the time of the reference.
b. If the Dispute has not been settled by the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in the above paragraph, 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”).
c. 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 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.
d. 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.
e. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
10.8 You shall not transfer, novate or assign this Agreement, 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 this Agreement by serving written notice on you, which takes effect upon the delivery of such notice.
10.9 The headings of all the terms of this Agreement are for convenience only and have no actual meaning and cannot be used as a basis for interpretation of the meaning of this Agreement.
10.10 OKX shall have the sole and final discretion to interpret this Agreement.