1.1 This Flexible Crypto Loan Service (“This Service” or “Service” or “Services”) is provided and operated by Aux Cayes FinTech Co. Ltd, a company incorporated in Seychelles (“OKX”, “Company”, “we”, “our” or “us” or “Platform”). These Flexible Crypto Loan Service Terms (these “Terms” or these “Terms”) govern your use of this Service and related services entered into by and between you (the “User” or “you”) and OKX, which is legally binding upon you and OKX. By accessing the Services and other relevant services provided by OKX, you agree 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 Services provided by the Platform under these Terms and shall immediately stop using and access to 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.
1.2 The contents of these Terms also include OKX's various system specifications, other agreements or rules in the connection with these Terms, and other relevant agreements and rules regarding the Services that OKX may publish on the Site from time to time. Once the above contents are officially released, it is an integral part of these Terms, and you shall be legally bound by the terms and conditions thereof. By using this Service, you confirm you have read, understood, and accepted these Terms, the OKX Terms of Service, Risk & Compliance Disclosure, the 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 on the Site 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.
1.3 The Terms and the applicable User Agreements constitute the agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between: You and OKX, depending on your location, nationality, services used, and your level of KYC completed.
1.4 As a user of OKX, you intend to borrow certain crypto loan (the “Loan” or “Crypto Loan”) from other OKX users as Investors (as defined below) who deposit certain digital assets in the Savings product available on the OKX Platform. In order to ensure that you will repay the Loans to the investors through OKX Platform on a timely basis, you agree to pledge certain amount of digital assets held in your OKX account in favour of the Investors as the collateral.
2. Eligibility to Use the Service
2.1 You understand and acknowledge that:
(1) You have agreed to abide by the “OKX Terms of Service” and you are eligible and not to be prohibited from using the Services defined therein;
(2) If you are registering the Service in your personal capacity, in order to effectively accept these Terms, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to sign these Terms. Once signed, it is binding on you;
(3) If you are registering to use the Service on behalf of a legal entity, in order to effectively accept these Terms, 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;
(4) You have the experience and risk tolerance of using the service, and have the experience and knowledge to invest in non-guaranteed cryptocurrencies products;
(5) You should carefully consider and use clear judgment to evaluate your financial condition and the above-mentioned risks before making any decision to use this Service, and bear all the losses arising therefrom;
(6) In order to use the Service, you have the ability to perform operations on the Internet;
(7) These Terms does not conflict with the laws of your country or region, and you promise that you will comply with the laws of your country or region;
(8) You are the legal owner of the cryptocurrencies in your OKX Account and guarantee that the sources of these cryptocurrencies are legal.
2.2 You agree and undertake that:
(1) You shall not use the Service for any illegal purposes, 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.
(2) 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.
Investor: means the OKX user who deposits the digital assets in the user’s OKX account to the Savings on the OKX Platform and lend the digital assets to you through the OKX Platform; Digital Assets Release: means the digital assets you borrowed under the Loan are released to your OKX account;
Repayment: means you repay all or any part of the principal and accrued interests of the Loan you borrowed and the Investors receive all or any part of the principal and accrued interests of the Loan; Collateral: means the digital assets held in your OKX account which is frozen and pledged to secure the Loan.
Liquidation: when your Pledge Rate reaches a certain level, the Collateral you pledged will be traded on the exchange platform and converted into a certain amount of relevant digital assets that you are required to repay;
Blow Up: when executing the Liquidation, if the actual amount received after liquidating your position is lower than the amount required to be received after the Liquidation, it is called “Blow Up”.
Pledge Rate: Pledge Rate = (the value of the digital assets you borrowed + interest payable)/the value of the digital assets you pledged;
The value of the digital assets you borrowed = the number of digital assets you intend to borrow * the currency price;
The value of the digital assets you pledged = the number of the Collateral* the currency price;
Warning Price: the currency price corresponding to the warning Pledge Rate calculated by OKX;
Liquidation Price: the currency price corresponding to the Blow Up Pledge Rate calculated by OKX;
Freeze: it refers to OKX’s use of technical means to prevent other third parties from disposing, trading and transferring the Collateral;
Unfreeze: it refers to OKX’s use of technical means to restore the frozen Collateral to its original state before being frozen. The owner of the Collateral may dispose, trade, and transfer the unfrozen Collateral.
A “day” in these Terms means the period of 24 consecutive hours. A calendar day is determined based on GMT + 8 time zone.
4. Use of this Service
4.1 Process of Flexible Crypto Loan
(1) You could submit Loan Request to borrow digital assets on the Flexible Crypto Loan product page available on OKX Platform.
(2) After you the Loan Request is successful, the proceeds of the Loan in digital assets will be deposited in your OKX account, provided that there are sufficient digital assets available for such Loan Request in the Savings which are deposited by the Investors for the purpose of investment to earn profits on the OKX Platform and you provided sufficient Collateral to secure the Loan you requested required in accordance with these Terms.
(1) You hereby agree and authorize that OKX will freeze the digital assets pledged by you as the Collateral under this Service to secure the Repayment in accordance with these Term. You hereby grant OKX all complete and necessary authorizations required to complete this Services, and such authorizations are irrevocable.
(2) When the Collateral if frozen, you shall not use, dispose of, or trade the Collateral in any manner, except for the Liquidation and Blow Up operated by the system of OKX.
(3) OKX shall be responsible for monitoring the price of the digital asset that you borrowed and the Collateral from time to time.
4.3 Pledge Rate and Liquidation
(1) As the Collateral under these Terms is digital assets that involves a significant risk of price fluctuations, the Investors agree that you set a Pledge Rate clause. Pledge Rate = (the total of the current value of the digital assets you borrowed + interests payable)/the value of the Collateral. During the performance of these Terms, when the price fluctuates due to market fluctuations, according to the changes in the real-time Pledge Rate, you and the Investors shall perform these Terms in the following manner:
(i) When the Margin Rate is greater than or equal to the warning line, you shall pledge additional digital assets to the Investors, to make the Margin Rate lower than or equal to the warning Margin Rate, or supplement digital assets deposit equivalent to the value of the Collateral or provide other collateral of equivalent value as acknowledged by the Investors;
(ii) In the event that the “Margin Rate is greater than or equal to the warning line” as agreed by you and the Investors occurs, OKX will notify you of such event in writing (including but not limited to email notification, site message notification, etc.); [ML1]
(iii) Upon the occurrence of the above circumstances that require you to supplement the Collateral or provide digital asset deposit, you shall make such supplement in a timely manner after receiving the notification from OKX;
(iv) After receiving the above notifications, you shall promptly supplement the Collateral to avoid Liquidation and Blow Up due to market fluctuations, and deposit and/or allocate additional digital assets in your account as additional Collateral, to make the real-time Pledge Rate to be lower than or equal to the warning line. OKX will freeze such additional digital assets allocated by you as additional Collateral.
(2) Upon the occurrence of the following circumstances, you agree and authorize OKX to liquidate your position, and grant OKX the right to directly sell, trade, and dispose the Collateral to achieve Investors’ right as creditors (including but not limited to Loan, interest, penalties, liquidated damages due and payable under these Terms):
(i) The Margin Rate is greater than or equal to the liquidation Margin Rate which is determined by OKX based on the digital assets you borrowed;
(ii) You have been held criminally responsible for any illegal acts;
(iii) Your whereabouts are unknown, and have been declared missing or deceased, and there are no heirs or legal representatives claiming relevant rights within 10 days after OKX becomes aware of your status as above-mentioned.
(3) Upon the occurrence of Liquidation, you hereby agree and authorize OKX to execute the Liquidation on your behalf; whereupon OKX shall send you a written notification. After OKX deliver the notification of Liquidation to you, upon Liquidation of the Collateral, OKX will use the proceeds of the Liquidation to repay the principals and interests of the Loan payable to the Investors and after the abovementioned actions are completed, OKX will be deemed to have completed the Liquidation. You agree that after the above Liquidation of the Collateral, the remaining proceeds (if any) of the above Liquidation of the Collateral will be transferred to the insurance fund which will be used to cover the potential societal loss or other losses which may occur in future. Due to severe price fluctuations of digital assets, if the system cannot force a position to be liquidated or cannot fully repay the principal and interest of the Loan you borrowed after the forced liquidation, the system will use the insurance fund to cover the loss of the position. If the insurance fund is not sufficient to cover the loss, OKX will reserve the right to recover such losses from you.
4.4 Determination of the Price of the Digital Assets
Due to the significant price fluctuation risk involved in digital assets, both parties agree to determine the price or exchange rate of the digital assets in accordance with this Clause:
(1) The price of the digital assets published on OKX website or its APP shall prevail.
(2) If there are express rules for the exchange rate for the digital assets of the Loan and the Collateral, the exchange rate of digital assets published on the OKX website or its App shall prevail.
(1) Due to the liquidity of the digital assets, you agree that you shall pay certain fees in digital assets to the Investors as a fee for borrowing and using the Loan (for the purpose of these Terms only, such fee is hereinafter referred to as the “Interest”).
(2) The Loan Interest shall be calculated on a hourly basis, commencing from the time when the Loan is released to you.
(3) Interest Rate: The Interest Rate will be determined and updated every hour. The Interest Rate will be determined as follows:
(i) The annualized Interest Rate ranges from 1% to 365%.
(ii) At each hour, the matching Interest Rate is determined by matching the amount of borrowed currency and the lending queue according to the statistics.
(iii) The assets lent by users will be sorted from low to high according to the lowest Interest Rate applied for lending.
(iv) Every hour, the Platform will determine the Interest Rate of the loan within the next hour through interest rate auction. The lesser the Interest Rate of the loan applied for, the more likely it will be successfully loaned.
(v) Users whose lending Interest Rate is less than the matching Interest Rate will be able to successfully lend, and such user will receive the interest for the next hour at this hour.
(vi) Users whose Interest Rate of the loan is equal to the matching Interest Rate may not be able to successfully lend out. The lending queue will follow the rule of time priority to determine whether the user is successful in lending.
(vii) Users whose Interest Rate of the loan is greater than the matching Interest Rate will fail to lend and the user will need to wait for the next auction on the hour.
(viii) All lenders who actually lent out assets will receive interest on the hour at the same Interest Rate.
(ix) Lender’s Interest Rate = loaned assets * matching Interest Rate * 85%, and the remaining 15% interest will be added to the insurance fund for margin trading of the OKX platform.
(4) Interest on the Loan: The interest accrued on the Flexible Loan under these Terms will be calculated on hourly bases. Interest accrued per hour = (principal of the Loan + accrued Interest) * current hourly interest rate.
(5) When you repay all of any part of the relevant Loan, you shall pay the relevant accrued Interest on the principal of that Loan. When you repay part of the Loan, the interest accrued on the Loan will be paid first, and then the principal of the Loan will be repaid.
4.6 Repayment and the Return of the Collateral
(1) Unless otherwise provided in these Terms, you may repay all or any part of the Loans and accrued interest thereon at any time.
(2) If you will repay all the principal and interest of the outstanding Loan you borrowed, OKX will unfreeze and release the corresponding Collateral to your OKX account within 1 day after receiving your Repayment of all the principal and interest of the outstanding Loan. However, if you repay only part of the principal and interest of the outstanding Loan you borrowed, OKX will not release and return the Collateral to your OKX account.
(3) If you intends to repay all of any part of the Loans or cease to use this Service or this Service is terminated for any reason, you hereby agree and authorize OKX to deduct the corresponding digital assets from your Collateral for the purpose of fully repay all the relevant outstanding principal and Interest accrued and Service Fees or any other fees due and payable charged by OKX, if any.
4.7 Hard Fork (“Hard Fork”) and Airdrop (“Airdrop”)
(1) During the Loan period, OKX may notify Users of any upcoming Hard Fork or Airdrop in connection with the digital assets involved under the Loan. Within 30 days after OKX makes the notice, OKX and the User have the right to terminate the Loan. Within 30 days after the notice of terminating the Loan, the User shall repay all outstanding principal and interest under the Loan.
(2) Right to New Tokens
In the event that new tokens are generated due to a Hard Fork in the digital asset protocol or an applicable Airdrop (the “New Tokens”) and neither OKX nor the user chooses to terminate the Loan, the right to such New Tokens shall be as follows:
(i) if the New Tokens are generated in connection with digital assets which comprises part of the relevant Loan, OKX shall have right to receive such New Tokens and you shall repay the New Tokens to OKX;
(ii) if the New Tokens are generated in connection with digital asset which comprises part of the Collateral, you shall have right to receive such New Tokens, and OKX will release the New Tokens together with the corresponding Collateral to your OKX account after you fully repay all the principal and interest of the outstanding Loan you borrowed.
4.8 Restrictions on this Service
Under the following circumstances, OKX may suspend or terminate this Service and may restrict the functions of this Service that you may use:
(1) You have violated the provisions of laws and regulations or these Terms;
(2) In accordance with the applicable laws and regulations or the requirements of the competent authorities;
(3) When there is abnormal operation in your account;
(4) There exist risks in your account;
(5) You may have made improper profits as result of a mistaken transfer of assets into your account by others;
(6) You may have mishandled another person’s account or verified the identity of another person ’s account;
(7) This Service is suspended, terminated, discontinued or restricted according to these Terms;
(8) Force majeure
(9) Due to software and hardware service system maintenance or upgrade;
(10) Other circumstances where OKX, based on its reasonable judgement, believes that it is necessary to suspend or terminate the provision of this Service.
If you have any acts including without limitation, any breach of these Terms, infringement, or fail to perform these Terms before this Service is suspended, terminated, discontinued or restricted, you shall still be responsible for the corresponding liabilities.
5. Service Fees
5.1 OKX has the right to charge you applicable service fees (“Service Fees”) as determined by OKX at its sole discretion, if any, for this Service and other relevant services provided by OKX to you. You agree to fully pay such Service Fees, if any. OKX will deduct the Service Fees and any other cost, fees, and expenses due and payable by you for this Service from the digital assets in your OKX account, if any.
5.2 When you repay the Loan to OKX for the purpose of collecting the Repayment on behalf of the Investors, you shall also repay the interest accrued upon the Loan to OKX who collects such interests on behalf of the Investors.
5.3 In the event that you fail to pay the Service Fees, you agree and authorize OKX to deduct the Service Fees and liquidated damages from the Collateral. Otherwise OKX reserves the right not to provide Services under these Terms.
6. Representations and Warranties
6.1 You hereby represent, warrant and undertake that:
(1) The source of the Collateral under the Loan and this Service is legitimate, and the ownership is not disputed;
(2) The Collateral hereunder 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 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 legal 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.
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 for the breach of these Terms.
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 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, or access to OKX website, apps, 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 Service to you), and make every effort to hold OKX harmless.
8. Limitation of Liability
8.1 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, THE FITNESS, 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.
8.2 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 LEGITIMATE MEANS.
8.3 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 related transactions. Whether 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 for 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 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 this Services and engaging transactions involving digital assets; (3) OKX shall not be responsible for any such risks or Losses or adverse consequences.
8.4 The Platform cannot fully guarantee the authenticity, sufficiency, reliability, accuracy, completeness or validity of the content on the Platform, and shall not bear any legal liabilities 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.
You agree and accept that OKX reserves the right to amend the content of these Terms anytime in its sole discretion. OKX shall not be liable to any losses arising from your misunderstanding of these Terms, or your delay of reading the amendments to these Terms.
8.5 You accept and acknowledge that if OKX Platform is unable to provide any services (including but not limited to this Service) due to the following reasons, OKX and its affiliates will be exempt from indemnification and other legal liabilities. These circumstances include but limited to:
(1) Service suspension for maintenance as announced by the OKX Platform;
(2) Hackers attack the OKX Platform to steal user account passwords, secret keys, APIkey, 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 or accidents, such as typhoon, earthquake, tsunami, flooding, plague, power outage, war, turmoil, government actions, terrorist attacks and others that lead to the suspension of the OKX platform;
(5) Service interruption or delay caused by reasons affecting the normal operation of the network, such as hacker attacks, computer virus intrusion or attack, technology adjustment or technical failure of the telecommunications sector, website upgrades, banking issues, temporary shutdown due to government regulations.
(6) Service interruption or delay caused by the computer system of the OKX Platform being damaged, defective or unable to perform normally;
(7) Losses caused by technical problems that cannot be predicted or solved by the existing technology of the industry;
(8) Loss suffered by you or other third parties due to the fault or delay of a third party.
Policy risks arising from currencies trading being shut down, suspended or prohibited by the relevant government authorities, and restrictions and prohibitions on any digital asset entrusted management or this Service; or
(9) Maintenance or upgrade due to software and hardware service system downtime;
(10) Other losses not attributable to OKX due to external uncontrollable events.
You agree and accept that the above reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, OKX reserves the right to refuse to execute your commands based on the actual circumstance. You understand and agree that OKX shall not be liable to any of your losses (including but not limited to direct or indirect losses, actual losses or loss of possible yield and other similar losses).
8.6 You shall bear the risk of any losses of the Collateral under this Service due to the above reasons. Notwithstanding the foregoing, OKX will still take reasonable actions actively to resume this Service.
8.7 You acknowledge that you fully understand all rules and policies related to the Service. If you misunderstand the rules and policies, OKX is not liable for your losses.
8.8 For abnormal transactions, market interruption, and other abnormal conditions caused by system failure, network failure, DDos and hacker attacks and other unexpected factors not attributable to OKX, OKX has the right to, based on the actual conditions, cancel the abnormal transaction, or rollback all the transactions to a certain period of time. OKX assume no liability for damages in connection with such cancellation or rollback of the abnormal transaction.
8.9 You understand that technical problems may occur unexpectedly. OKX is not liable for any losses caused by technical issues, including but not limited to:
(1) Failure, delay, interruption or other malfunction in accessing the Service.
(2) Suspension, slowing down, unresponsiveness, or other malfunction due to overload.
(3) Failure caused by the inability to properly obtain necessary data from third parties via the Internet.
8.10 If the loss of the account passwords or keys is caused by you or your authorized representative (if applicable), you shall be liable for the risks and consequence resulting therefrom, and OKX shall not be liable to you for such losses.
8.11 If your authorized representative (if applicable) cannot or refuses to provide the necessary authorization or cooperate with the performance of these Terms, you are responsible for the risks and consequences resulting therefrom, and OKX shall not be liable to you for such losses.
8.12 If the digital assets under this Service is sealed, frozen, or deducted by the competent authorities due to reasons caused by the related parties other than the Parties hereof, OKX has the right to be exempted from the liability and is not liable for any compensation.
8.13 The aggregate liability of OKX shall not exceed the Service Fee OKX received from you.
8.14 In accordance with applicable laws or as required by the competent authorities, OKX may provide any of your information (including but not limited to identity information, trading information, etc.) to the competent authorities, and shall assume no liability for the consequences arising from the provision of such information.
8.15 OKX assumes no responsibility to you for any of your losses and other relevant consequences caused by the third parties.
8.16 Software protocols and operational challenges
(1) The software protocols that underlie Digital Assets are typically open source projects, which means that (i) the development and control of such Digital Assets is outside of OKX's control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given digital asset. You are aware of and accept the risk of operational challenges. OKX may experience sophisticated cyberattacks, 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 not to hold OKX Trading accountable for any related losses.
(2) All Users understand that the technology underlying digital assets is subject to change at any time, and such changes may affect your assets stored on our platform. You claim full responsibility for monitoring such technological changes and understanding their consequences for your Digital Assets. Users conduct all trading on their own account and OKX Trading does not take any responsibility for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved associated with Digital Assets use generally or your use of our Services.
8.17 You agree and accept that OKX shall not be liable for any losses caused by the risks described in this Clause 16 of these Terms (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).
9. Mandatory Measures
9.1 OKX strictly prohibits unfair trading practices. Based on its own judgment, OKX reserves the right to exercise control over your account at its sole discretion if you participate in the following actions:
(1) participating in price manipulation or any other malicious market behavior;
(2) harming other users or OKX by exploiting vulnerabilities in this Service or other unreasonable means; or
(3) participating in any other activities that OKX considers harmful to the market.
9.2 In order to comply with changes in laws or regulations, or to maintain the overall health of the market, OKX will, at its sole discretion, change its policies, rules or implement emergency rules from time to time. Such changes or implementations may lead to your inability to access the Services temporally or disrupt other services. OKX is not responsible for your losses resulting therefrom.
10. Intellectual Property
10.1 OKX and its affiliates are the legitimate owner of the intellectual property of the content contained in OKX and its affiliates’ systems, websites, and any services (including but not limited to this Service), including but not limited to works, pictures, files, information, materials, website architecture, website visual designs, web pages designs, and such intellectual property includes but not limited to trademarks, patent, copyrights, trade secrets, etc.
10.2 You shall not use, modify, reverse compile, copy, publicly disseminate, change, distribute, issue or publicly publish OKX website program or the content of any service (including but not Limited to this Service) provided by OKX and its affiliates without the prior written agreement of OKX and its affiliates. You shall be liable for damages in case of breach.
11. 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 This Service. OKX does not recommend to you 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 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.
12. Third Party Website Disclaimer
13. 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.
14. Jurisdiction and Dispute Resolution
14.1 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.
14.2 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 14.1, 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”).
14.3 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.
14.4 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.
14.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
15. Provisions, Modification and Amendments of these Terms
15.1 All other rules and regulations of OKX, these Termss or rules set forth in the schedule attached to these Terms, and other related agreements, rules, product and service introductions that OKX may publish from time to timeIt shall be incorporated herein. Once the above content is officially released, it shall become an integral part of these Terms and you shall also be subject to it. Unless otherwise provided, these Terms shall prevail if the above content conflicts with these Terms.
15.2 We reserve the right to change the terms and conditions contained herein at any time at our sole discretion if necessary, and we have no obligation to notify you in advance. If we change the terms hereof unilaterally, we will post the revised terms immediately on OKX. Please check the latest information available on that website. After the above changes are announced, your continued use of this Service shall be deemed as your acceptance of the changes to these Terms. If You do not agree with the changes to these Terms, you must stop using our Service.
15.3 You should read these Terms and any other relevant agreements and rules that are incorporated herein as mentioned in above Clause 15.1 and Clause 15.2 carefully. If you have any questions regarding the above terms, please contact OKX, and OKX will provide reasonable and necessary clarifications. Unless otherwise required by OKX, you should contact OKX and transfer files to OKX via email (“Formal Communication”). You can also contact OKX informally by phone (“Informal Communication”). Unless otherwise agreed by parties, any Formal Communication should be in conducted in English. If there is any discrepancy between the English correspondence and the non-English correspondence, the English version shall prevail. If any terms of any Formal or Informal Communication are inconsistent with the terms of these Terms, the terms of these Terms shall prevail.
15.4 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.
16.1 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.
16.2 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.
16.3 You may not transfer, in whole or in part, your rights and obligations hereunder to a third party. If the transfer is indeed desired, you shall notify OKX in writing and obtain the 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.
16.4 Each party acknowledges that it has carefully read and fully understood all the terms of these Terms, and has voluntarily entered into these Terms. There exist no circumstances that might affect the validity of these Terms such as fraud, coercion, threats, obvious unfairness, and major misunderstandings.
16.5 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.
16.6 OKX has the sole and final discretion of interpretation of these Terms.