Seagull user agreement
Updated: 07 November 2023
1. Overview
1.1 The relevant services of our Seagull Product (“Product”, “Service” or “Services”) is a non-principal protected investment product provided and operated by Aux Cayes FinTech Co. Ltd, a limited liability company incorporated in the Republic of Seychelles, and its affiliate(s) (collectively, “OKX”, “Company”, “we”, “our” or “us” or “Platform”) pursuant to certain terms and conditions. OKX is responsible for the product design management and the operation of the Service. In order to use the Service, you should read and abide by this Seagull User Agreement (this “Agreement”). Please be sure to read carefully, understand and agree to the terms of this Agreement.
1.2 Unless you have read and accepted all the terms of this Agreement, you are not authorized to or should not use the Services. Your acceptance of this Agreement and your use of the Services represents that you have read, understood and agreed to this Agreement and that this Agreement is legally binding on you.
1.3 This Agreement shall supplement our OKX Terms of Service. In the event of any conflict or inconsistency of any term or provision set forth in this Agreement and our OKX Terms of Service, such conflict or inconsistency shall be resolved by giving precedence first to this Agreement. All other provisions of our OKX Terms of Service not modified by this Agreement shall remain in full force and effect.
2. Definitions
2.1 Seagull is a derivative product that OKX provides to OKX users for yields in relation to their Digital Assets. OKX users shall be able to earn yields from activating, subscribing and/or participating in the Service.
2.2 By activating, subscribing and/or participating in the Service, OKX users shall be able to receive real time quotes and conduct trading on OKX Platform. Once an OKX user confirms the subscription of the Service by accepting the quote, this Service allows OKX users to lock up their Digital Assets at the OKX Platform and earn yields. Activation and subscription are supported 24/7 at the OKX Platform.
2.3 The Service is provided by OKX and secured by OKX’s risk management system. OKX users can earn yields while their Digital Assets are locked up in the Product.
2.4 Other definitions relating to the Services include:
APR: the Annual Percentage Rate, which is used as an indicator or measure of the returns in the Service.
Benchmark Price: the price that is used as a reference price when, on the Expiration Date and at the Expiration Time, the Conversion Price exceeds (in a bullish case) or does not exceed (in a bearish case) such a price, your yield will increase accordingly until it reaches the Maximum Interest Price.
Conversion Price: the price that is used to compare the Price at Expiry when the Product matures to determine the final Settlement Currency.
Expiration Date: the day/date (UTC+8) when this Service matures/expires, which is also the date when the settlement amount is returned to the User’s account.
Expiration Time: 16:00 (UTC+8) on the Expiration Date.
Interest Accrual Time: the nearest hour after the Product is successfully subscribed or purchased. For example, if the Product is successfully purchased at 14:30 (UTC+8), then the interest will start to accrue from 15:00 (UTC+8).
Investment Currency: the currency you need to invest when subscribing the Product, which refers to the type of currency that OKX accepts from users to invest in the Digital Assets for the Product. That includes but not limited to BTC, ETH, USDT. For example, Bullish BTC Seagull and Bullish ETH Seagull support purchases in USDT; Bearish BTC Seagull supports purchase in BTC; Bearish ETH Seagull supports purchase in ETH, as specified in the order system.
Maximum Interest Price: the price that is used as a reference price when, on the Expiration Date and at the Expiration Time, the Price at Expiry exceeds (in a bullish case) or does not exceed (in a bearish case) such a price, then your APR shall reach the maximum.
Price at Expiry: the averaged index price available on OKX platform between 15:00 (UTC+8) ~ 16:00 (UTC+8), which is one hour before the Expiration Time at 16:00 (UTC+8).
Settlement Currency: the type of Digital Asset currency you will actually receive upon settlement when the Product matures. The Settlement Currency depends on the comparison between the Price at Expiry and the Conversion Price when the Product matures.
Settlement Time: Two (2) hours after Expiration Time, at 18:00 (UTC+8) on the Expiration Date.
T hour: an hour in a normal trading day based on UTC+8 time zone.
T day: a natural day based on UTC+8 time zone.
Term: the number of days from the product's Interest Accrual Time to the Expiration Time.
Term Rate: the absolute rate of return/yield for the Product derived from the APR. The calculation formula is: Term Rate = APR / 365 * Term, which is used to calculate the settlement amount when it is due.
3. Eligibility to Use the Service
3.1 You agree and confirm: a. OKX is holding or depositing your Digital Assets, in whole or in part; b. OKX is acting as a validator on an applicable network; c. You are delegating any voting rights that are attached to the Digital Assets you deposited into the Service to OKX; and d. OKX may specify, from time to time, in relation to the Service, amongst other things,
minimum amounts of Digital Assets required to be deposited in order to subscribe to or use the Service; and/or
any subscription limits.
3.2 You also understand and confirm:
You have agreed to abide by our OKX Terms of Service, and that you are eligible and are permitted to use the Services defined therein;
If you are registering for the Service in your personal capacity, in order to effectively accept this Agreement, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to enter into this Agreement. Once entered, it is binding on you;
If you are registering to use the Service on behalf of a legal entity, in order to effectively accept this Agreement, you declare and guarantee that (i) such legal entity is legally established and valid in accordance with applicable laws; (ii) you are duly authorized by the legal entity to have the right to act on their behalf.
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 currency products;
In order to use the Service, you have the ability to perform operations on the Internet;
This Agreement does not conflict with the Applicable Laws and Regulations of your country or region, and you agree to comply with the Applicable Laws and Regulations of your country or region;
You are the legal owner of all the Digital Assets in your OKX Account and guarantee that the sources of these Digital Assets are legal.
3.3 You further agree and promise:
You will not use the Service for any illegal purposes or engage in any forms of illegal conduct, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by the law.
You will not conduct, initiate, or promote any forms of market manipulation, price manipulation, insider dealing, market distortion or any other malicious acts with respect to the market.
3.4 You understand and accept the risks that may arise and the related losses you may suffer from using the Service including, but not limited to:
Any loss you may suffer from the inability to trade the Digital Assets. You are willing to bear the funding risks and potential financial losses caused by depositing the Digital Assets and subscribing to the Service;
The expected returns or yields displayed on OKX Platform are theoretical estimates of returns; they are not actual returns or yields guaranteed or promised by OKX. Actual returns may vary from the expected returns. Your final returns will be based on the actual returns you receive, which shall be distributed by OKX in its sole discretion. OKX may deduct the cost, fees, and expenses related to the operation of the Service (including, but not limited to, the server fees, electricity fees, etc.) as well as the handling fees from your actual returns to determine your final yield. OKX does not make any guarantee or promise to the actual returns that you may receive;
Price fluctuations of digital assets and their derivatives may cause significant or total losses in a short period of time;
Technical anomalies may occur, which may delay or prevent you from using the Service or performing related transactions and result in losses of your Digital Assets;
Market anomalies may occur, which may result in losses of your Digital Assets;
In order to maintain the overall health of the market, OKX is required to add, remove, or change the policies, the terms of this Agreement or other relevant service agreements or terms from time to time. Any changes may benefit or harm users like you.
4. Seagull Services
4.1 Descriptions of the Product By providing the Service, OKX provides you with one or more Products. The Service allows OKX users to deposit and invest their Digital Assets at the OKX Platform and earn yields. For various Products, you may specify the investment amount you would like to invest in each of the Products. Once you have submitted your intention to subscribe or purchase the Product, you will receive a real time quote setting out the APR, Term and Term Rate, among other information, at the order system for confirmation. You shall then agree and acknowledge such quote, and once your order ("Purchase Order") is confirmed, OKX will deduct the amount of the Digital Assets in the Investment Currency from your OKX Funding or Trading account. Your yield shall be calculated from the Interest Accrual Time up to Expiration Date and at Expiration Time. You will receive the settlement amount based on the Price at Expiry on the Expiration Date at the Settlement Time which shall be paid in the Settlement Currency calculated according to the quote and settlement formula agreed by the parties through the order system.
4.2 Settlement Payment The time for settlement is about 18:00 (UTC+8) on the Expiration Date. After the settlement, the Digital Assets will be automatically deposited to the Funding account. No redemption shall be available for the Service.
4.3 Early Termination of this Service (1) OKX reserves the right to terminate this Service in advance at its sole discretion if:
the Service needs to be terminated due to legal, compliance or regulatory requirements or any Applicable Laws and Regulations;
due to force majeure and/or unexpected events, OKX cannot continue to perform and/or offer this Service; and/or
occurrence of other circumstances that OKX considers to be necessary to terminate this Service based on market conditions.
(2) If OKX announces the early termination of this Service, OKX shall try to publish an announcement on the OKX Platform in advance. OKX will generally pay the Settlement Amount to your OKX Account within five (5) Days after the early termination date.
(3) You hereby understand and agree that OKX is not responsible for the speed or accuracy of data transmission regarding this Service. You agree that if OKX determines that there is an obvious error in the Purchase Order placed by you, OKX shall have the right to cancel the Purchase Order after the it is placed. If OKX cancels the Purchase Order, OKX will promptly notify you of the cancellation. If the Investment Amount in Digital Assets has already been deducted from your account, OKX will promptly refund the Investment Amount to your OKX Account.
5. Suspension or cancelling your subscription of the Service
5.1. Subject to our OKX Terms of Service, OKX may stop, suspend or cancel your access to the OKX Platform or the Service, impose limits to any OKX Account, suspend or cancel your ability to subscribe or participate in the Service, or delay certain transactions where: (1) you do not provide additional information to verify your identity or source of funds as requested by OKX;
(2) OKX is required to do so by court order, to comply with any Applicable Laws and Regulations (including anti-money laundering or sanctions laws);
(3) OKX is required to do so to comply with any direction or instruction from a government or regulatory body, or law enforcement agency;
(4) OKX reasonably determines that any information you have provided to OKX is wrong, untruthful, outdated or incomplete; or
(5) you do not provide additional information that we request to our reasonable satisfaction or in a timely manner.
6. Limitation of Liabilities
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 THIS AGREEMENT, 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 THIS AGREEMENT 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. to 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 of 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) OKX cannot guarantee the authenticity, sufficiency, reliability, accuracy, completeness or validity of the content on the OKX Platform, and shall not bear any legal liability arising therefrom. The OKX user shall rely on the user’s independent judgment to conduct transactions, and you shall bear all responsibilities for user’s judgment and/or decisions.
(5) Digital Assets involve a high degree of risk. Investment in the Product involves market risk, smart contract risk, liquidity risk, oracle risk, volatility risk, and legal and compliance 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 subscribing or purchasing the Product 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 main risks of the Product are related to market price fluctuations. In a highly volatile market, it may be difficult for users to predict the market price at Expiration Date/Time as well the gap between the market price and the Conversion Price at such a date, making it difficult to predict the Settlement Currency; high price volatility of Digital Assets and their derivatives may cause significant or total losses in a short period of time; the total return from the Product you receive may be significantly lower than the return or interest of other investments; if the Digital Assets market fails, the market value of the Settlement Amount paid in the Settlement Currency you receive on the Expiration Date may be significantly lower than the market value of your Investment Amount; and you are willing and able to bear all capital risk caused by market price fluctuations and any economic losses you may suffer;
Once the Digital Assets you hold are locked and frozen due to subscription and/or use of this Service, you will not be able to trade the frozen Digital Assets and other operations caused by 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;
During the Product’s active period, if OKX terminates this Service early, you may not be able to obtain the expected profits within the expected product holding period (if any) which may result in the loss of your Digital Assets;
If there is a force majeure event, or an force majeure event that causes the price of Digital Assets to collapse, it may cause OKX to fail to pay out the profits of the product you invested in and 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 the 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 this Agreement, 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 Users like you.
(7) The Products are investment products involving derivatives. You confirm that you fully understand the nature, risks and potential losses related to the Product and this Service. Before making an investment decision, you should exercise independent judgment and carefully consider investing in the Products 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 through the OKX Platform. If you have any questions or concerns, please seek advice from an independent financial advisor.
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 behaviors and omissions on OKX or through OKX, as well as all gains and losses arising from your use of the OKX Platform 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 the User’s estimated yield displayed on the OKX Platform is merely an estimation but not a guaranteed or promised actual yield. The actual yield may not meet or may be lower than the estimated yield. Your final yield will be based on your actual yield. OKX does not promise or guarantee your estimated yield or actual yield you will receive.
6.4 You agree and accept that, upon the Expiration Date/Time, the time it takes for you to receive the Digital Assets in your account (after deduction of any service fee, if applicable) may vary and the assets received and displayed on the OKX 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.
6.5 You agree and accept that the aggregated liability of OKX shall not exceed any service fee OKX might have received from you when this Agreement is terminated.
6.6 You agree and accept that OKX reserves the right to amend the content of this Agreement any time in its sole discretion. 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.
6.7 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 Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no 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: (1) service suspension for maintenance as announced by the OKX Platform;
(2) hacker attack(s) on the OKX Platform for purposes including stealing user account passwords, secret keys, API key, and other information, resulting in losses caused by illegal hacking into the User’s accounts and / or illegal transfer of Digital Assets;
(3) system failure to transmit data as a result of telecom equipment failures;
(4) 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;
(5) 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;
(6) service interruption or delay caused by OKX Platform’s computer system being damaged, defective or unable to perform normally;
(7) Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
(8) Losses suffered by you or other third parties arising from the fault or delay of the third party;
(9) Losses suffered by you or other third parties arising from changes in laws and regulations or government orders;
(10) 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.
(11) other losses not attributable to OKX due to external uncontrollable events. 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 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).
6.8 Software Protocols and Operational Challenges (1) 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 Services. You understand that the Services 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.
(2) All OKX users 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.
6.9 You agree and accept that OKX shall not be liable for any Losses caused by the risks described in this Clause 6 of this 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 Users' transactions through the Platform or all the conditions of the market. Before making any trading decisions, Users shall fully understand the relevant Digital Assets; make cautious and prudent decisions based on their own trading objectives, risk tolerance, and financial conditions; and solely bear all risks and losses.
7. Technology Disclaimers
7.1 OKX may, from time to time, suspend access to your OKX Account(s), the OKX Platform, the Service and/or any other OKX services, for both scheduled and emergency maintenance. OKX will make reasonable efforts to ensure that transactions on the OKX Platform are processed in a timely manner, but OKX makes no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
7.2 Although OKX makes reasonable efforts to update the information on the OKX Platform, OKX makes no representations, warranties, or guarantees, whether express or implied, that the content on the OKX Platform, including information in relation to the Services and any other OKX services, is accurate, complete, or up to date.
7.3 You are responsible for obtaining the data network access necessary to use the Services or any other OKX services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service, any OKX services, the OKX Platform, and any updates thereto. OKX does not guarantee that any of the OKX services, or any portion thereof, will function on any particular hardware or devices. OKX services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
8. Mandatory Measures
You agree and accept that OKX strictly prohibits unfair trading practices. OKX reserves the right to exercise control over your account or shut down your account if you perform the following actions:
market manipulation, price manipulation, insider dealing, market distortion, or any other malicious wrongdoings or behaviours;
harming other Users or OKX using the loopholes of the Service or other unreasonable means;
participation in any activities that OKX regards as harmful to the market;
violation of Applicable Laws and Regulations. In order to eliminate any adverse effects on the overall market, OKX reserves the right to take the following measures in its sole discretion, including but not limited to the closing down of your Account, restricting or cancelling your commands. You understand and agree that 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 by you in connection with the above measures.
9. Indemnification
9.1 You shall take every possible measure to protect OKX and its affiliates from any damages or losses arising out of your use of the Service or other actions related to your OKX Account, otherwise you shall be liable to OKX for any and all losses.
9.2 You hereby agree to defend, indemnify and hold OKX and its affiliates harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party against OKX due to or arising out of your breach of this Agreement, your improper use of the Service, your violation of any Applicable Laws and Regulations or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your OKX Account or access our OKX Platform, software, system (including any network and servers used to provide any of the Service) operated by us or on our behalf, or any of the Services on your behalf.
10. No Business, Legal, Financial or Tax Advice
OKX user acknowledges and agrees that no information provided by OKX, notwithstanding whether included in this Agreement or any other document or statement, shall be deemed as business, legal, financial or tax advice. The User may and should consult their own business, legal, financial or tax advisers regarding especially, inter alia, the User’s particular opportunities, risks, obligations or further costs arising from the reception of and in connection with Digital Assets under this Service. OKX is not your broker, dealer, agent or consultant. User acknowledges and agrees that for any transactions or other decisions or activities through which you use any OKX Services, OKX does not have a fiduciary relationship with or fiduciary duty towards you. No communication or information provided by OKX to you, notwithstanding whether included in this Agreement or any other document or statement, shall be deemed, considered or interpreted as investment, business, legal, financial, tax, trading, 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 advisors regarding especially, inter alia, your particular opportunities, risks, obligations or further costs arising from using this Service. OKX does not make any recommendations to you regarding whether to buy, acquire, 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. OKX shall not be responsible for your decision to buy, sell, transfer or hold digital assets based on the information provided by OKX.
11. Third Party Website Disclaimer
Any links of third party websites in the 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 or privacy policies of third party websites. Once you use this Service, it means that you know, understand and agree to all the terms of service, privacy policy and relevant transaction and operational rules (as amended from time to time) of the third party websites. OKX and each third party website(s) are independent legal entities, and this Agreement shall not constitute any form of agency, partnership or cooperative relationship between the parties. OKX and each third party website shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.
12. Governing Law
This Agreement, your subscription and use of the Product and/or 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.
13. Jurisdiction and Dispute Resolution
13.1 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.
13.2 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 13.1, 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”).
13.3 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.
13.4 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.
13.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
14. Miscellaneous
14.1 The contents of this Agreement also include OKX's various system specifications, other user agreements, product terms or rules, and other relevant agreements and rules regarding the Service that OKX may issue from time to time. Once the above content is officially released, it 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.
14.2 OKX reserves the right to unilaterally modify this Agreement (including the above contents) if necessary. Such modification could happen at any time without prior notice. If any changes are made, the revised contents shall be posted on OKX Platform immediately. 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.
14.3 You should carefully read the Agreement, and any document referred to in Section 14.1 of this Agreement that constitute the contents of this Agreement. If there is anything that you do not understand in the Agreement and any document referred to herein, you should contact OKX Customer Service at Support Center and seek for clarification. Unless otherwise instructed by OKX, any formal communication and document transfer between you and OKX should be undertaken through email. You are also able to contact OKX telephonically as 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.
14.4 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 provisions 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.
14.5 The failure of our enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.
14.6 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.
14.7 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.
14.8 If there is a conflict between the English version of this Agreement and the translated version in other languages, the English version shall prevail.
14.9 OKX shall have the sole and final discretion to interpret this Agreement.