OKX Web3 Ecosystem Terms of Service

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 15 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS. SECTION 15 SETS FORTH A PROCEDURE TO OPT OUT OF SUCH ARBITRATION.

 

These terms of service constitute the agreement (“OKX Web3 Ecosystem Terms”) between: you (“User” or “you”) and the service provider set out as below (“we,” “us”, “our” or “OKX”), or any of our affiliates, regarding your use of the OKX Web3 Ecosystem Site and any of its respective products or services (collectively, the “OKX Web3 Ecosystem Services”).

• OKX Technology Inc., a U.S. Delaware registered company, for Users who are a resident of United States;
• OKX Technology Services Pte. Ltd., a Singapore registered company, for all other Users eligible to access and use the OKX Web3 Ecosystem Services.

By using our OKX Web3 Ecosystem Services, you confirm that you have read, understood, and accepted these OKX Web3 Ecosystem Terms and any and all other rules or policies referenced in these terms, including our Privacy Policy (collectively the “Terms”), and you acknowledge and agree that you shall be legally bound by any and all of these terms and conditions regardless of your location, nationality, and/or Services used. These Terms affect your legal rights and obligations, including but not limited to the binding arbitration provisions that may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims.If you do not agree to be bound by these OKX Web3 Ecosystem Terms, do not access or use the OKX Web3 Ecosystem Services.

1. KEY DEFINITIONS & RULES OF INTERPRETATION

 

1.1 Key Definitions. Below are some key definitions that are applicable throughout these OKX Web3 Ecosystem Terms as well as other related OKX Web3 terms, user agreements, and rules:

 

• “Applicable Laws” include any applicable common and civil law, principles of equity, and laws made by any government, relevant authority, or judicial body, including but not limited to any regulations, rules, court judgments, decrees, directives, policies, circulars, codes, guidelines or any other instruments (whether they have the force of law or not), and any amendments, replacements, modifications, consolidations, or reenactments of any of the forementioned.
• “Content” includes any text, images, music, software, data, audio, video, works of authorship, information, and any other materials that are generated, provided or otherwise made available through the OKX Web3 Ecosystem Services. Content includes all User Content (as defined below) without any limitations.
• “DApps” means decentralized applications, which are applications that operate on a blockchain or peer-to-peer network of computers and may operate autonomously.
• "DeFi” means decentralized finance, which refers to the infrastructure, processes, and technologies used to democratize and/or decentralize financial transactions.
• “Digital Asset” means any digital asset (also called “convertible virtual currency,” “virtual asset”, “cryptocurrency,” or “digital goods”), which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value. Furthermore, a Digital Asset is expressed as a unit; capable of being transferred, stored and traded on a peer-to-peer basis with or without conditions or limitations; and approved by OKX for use in connection with the Exchange from time to time. For the avoidance of doubt, any Digital Asset that: (x) is transferred on any additional layer on top of a blockchain relating to another Digital Asset or any side chain; or (y) is a derivative of another Digital Asset, has enhanced features or functionality that supplements or interacts with another Digital Asset; is to be treated as a distinct Digital Asset from such other Digital Asset, and its use in connection with the Services will be subject to OKX’s approval. Digital Assets also include NFTs and other digital collectibles.
• “Digital Wallet Address” means the public address for receiving and sending Digital Assets.
• “Disputes” include but are not limited to any dispute, controversy, difference or claim arising out of or relating to these Terms and the Services, including the existence, validity, interpretation, performance, breach or termination thereof (including whether such controversy or claim is arbitrable) or any dispute regarding non-contractual obligations arising out of or relating to these Terms and the Services.
• “Force Majeure” includes any event that is beyond OKX’s control and prevents us or delays us from fully performing our obligations under these Terms, including but not limited to: (a) natural disasters and/or acts of God, such as earthquakes, fires, cyclones, explosions, typhoons, floods, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors; (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power; and acts of terrorism; (c) civil disorder, such as acts of a public enemy, malicious damage, terrorism, sabotage, or civil unrest; (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority; (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes; (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the Site and/or Services; (h) data breaches or data-processing failure or incomplete processing; and/or (i) changes in laws or regulations that may materially affect the digital assets and/or blockchain industries.
• “Losses” include but are not limited to any and all incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, as well as any loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, and any and all other commercial and non-commercial losses, including without limitation, all interest, assessments, and other charges paid or payable in connection with or with respect to any of the foregoing of any kind.
• “Mnemonic Phrase” means a specific number of words in a particular order generated by a random algorithm in accordance with the blockchain BIP39 industry standard, which is an easy-to-record expression of the private key and may be convenient for Users to backup and maintain.
• “Password” means the password, including keys, certificates, passwords, access codes, user IDs, API Key or other credentials and login information (collectively "Passwords") a User may set during the process of creating an account or wallet and is used to protect the Private Key.
• “Personal Data” means any information relating to an identified or identifiable natural person, such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, economic, cultural or social identity of you. It may also include network information regarding transactions, such as but not limited to, the type of device that you use, access times, hardware models, operating systems and versions, and other unique device identifiers; information about potential plug-ins you may use, such as but not limited to those related to the management of cryptocurrency assets and any information provided by them; your email and wallet addresses; and any other interactions with our Services and other related information that passes through our Services and/or other related blockchain technologies.
• “Private Key” means the private key which is composed of 256 random characters and is the key to the User’s possession and use of Digital Assets.
• “Public Key” means the public key generated by one-way derivation of the private key through cryptographic principles and systems. The Public Key is generally used to generate the digital wallet address on the blockchain.
• “Restricted Location(s)” means any location through which OKX does not offer its Web3 Ecosystem Services, including but may not be limited to, Bangladesh, Bolivia, Cuba, Iran, North Korea, and Syria.
• “Site” means the entire decentralized ecosystem of OKX websites, mobile applications, platforms, and any other applications that offer our OKX Web3 Ecosystem Services. If there are any discrepancies between their respective terms and these Terms, their respective terms shall apply.
• “Taxes” include any and all taxes, levies, stamps, charges, imposts, and duties imposed by any governmental authority as well as any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of OKX.
• “Third Party Blockchain” means a blockchain supported by OKX and its Services and through which Users may withdraw and transfer available Digital Assets to such blockchain.
• “Third Party Platforms” mean other platforms owned, controlled, or operated by third parties. OKX does not have any control of these platforms and also does not endorse any product, service information, or disclaimer they provide, nor does OKX guarantee the accuracy of the third-party platform’s information.
• “User Content” means any Content that Users make available through the Services.

 

1.2 Rules of Interpretation. Unless the contrary intention is explicitly indicated, a reference in these Terms are as follows:

 

1.2.1 Any reference to a Digital Asset includes any part or fraction thereof.

 

1.2.2 Any reference to anything, including an amount, is a reference to the whole and each part of it.

 

1.2.3 Any labels or words that are used for definitions are for convenience only and do not affect the interpretation of the definition.

 

1.2.4 Any document, including these Terms, includes any amendment, variation, or replacement of that document.

 

1.2.5 Any reference to a document includes any ancillary documents or any agreements or other legally enforceable understanding created by that or under that document.

 

1.2.6 Any clause, part, annex, or schedule is a reference to a clause in, part of, or annex or schedule to these Terms.

 

1.2.7 Any statute, ordinance, code, or other law includes regulations and any other instrument(s) under it, as well as amendments, reenactments, consolidations, or replacements of any of the forementioned.

 

1.2.8 The singular includes the plural and vice versa.

 

1.2.9 The word “person” includes an individual, firm, corporate body, partnership, joint venture, unincorporated body or association, or any governmental authority.

 

1.2.10 A particular person includes a reference to that person’s executors, administrators, successors, substitutes, and assignees.

 

1.2.11 An agreement, representation, or warranty in favor of two or more persons is for the benefit of them jointly and each as an individual.

 

1.2.12 An agreement, representation, or warranty by two or more persons is binding upon them jointly and each as an individual.

 

1.2.13 A group of persons or things is a reference to any two or more of them jointly as well as to each as an individual.

 

1.2.14 A period of time dating from a particular day or the day of an act or event is to be calculated inclusive of that day.

 

1.2.15 The words “include”, “including”, “for example” or “such as” when introducing an example does not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

 

1.2.16 A reference to “law” includes common law, principles of equity, and legislation (such as but not limited to regulations, rules, bylaws, ordinances, orders, and proclamations) and includes any amendments, reenactments, consolidations, or replacements of any of the forementioned.

 

1.2.17 A reference to “regulation” includes legislation and instruments of a legislative character under legislation (such as but not limited to regulations, rules, bylaws, ordinances, orders, directives, and proclamations) as well as instruments or orders or endorsed by relevant governmental or regulatory authorities as well as any licensing, registration, or approval requirements under any of the forementioned.

 

1.2.18 A reference to “in writing” means in legible form and capable of reproduction on paper, and includes electronic communication.

 

1.2.19 A reference to “material” includes the ability to affect the outcome of a decision or application.

 

1.2.20 A reference to “property” or “asset” includes any present or future, real or personal, tangible or intangible property, asset, or undertaking as well as any right, interest or benefit under or arising from it.

 

1.2.21 Anything, including any amount or Service, includes each part and/or feature of it.

 

1.2.22 Any references to “you” or “your” refers to the person agreeing to these Terms, and where the context permits, includes any authorized individuals of that person.

 

2. OUR OKX WEB3 ECOSYSTEM SERVICES

 

2.1 Description of our Services. OKX provides a decentralized online platform where Users may explore and engage with the decentralized world. These Services may include but are not limited to:

 

• OKX Web3 Wallet – the digital wallet in your browser, which allows for multi-chain and multi-terminal ease of use. Users may connect their OKX Web3 Wallet to DApps and DeFi protocols to invest, trade and earn through installation of our browser extension. Wallet services also may include digital asset security management services; a display of digital asset exchange rate and transaction information; technical and management services to ensure the normal operation of the OKX Web3 Ecosystem; and other services available on the OKX Web3 Ecosystem.
• OKX Web3 NFT Marketplace – decentralized platform where you can create, trade and display your non-fungible tokens (NFTs).
• OKX Web3 Trade – an aggregator that allows Users to swap certain Digital Assets through a variety of blockchain networks.
• OKX Web3 Invest – a fully functional invest platform where on-chain users can invest and manage their cryptocurrencies through different third-party protocols and self-developed tools.

 

OKX Web3 Ecosystem also includes a powerful dashboard where you can view all your assets under different DeFi protocols on multiple public chains in one place, including the supported networks of Ethereum and OKC. Other supported protocols may include Uniswap, Maker, Compound, Aave, and Sushiswap, and OKX reserves the right to monitor and/or exclude certain protocols at its sole discretion.

 

2.2 Eligibility. The OKX Web3 Ecosystem Services are intended solely for Users who are 18 or older. By accessing or using our OKX Web3 Ecosystem and its Services, you represent and warrant that you are at least 18 years old and have not previously been suspended, banned, or removed from the Site or Services, nor are you prohibited by any Applicable Laws. You represent and warrant that you have full civil rights and capacity, are able to independently bear legal responsibilities, and have all necessary power and authority to enter into these Terms. If you have limited capacity, you may only use OKX’s platform and Services under the supervision and participation of your legal guardian; otherwise, OKX has the right to suspend and/or bar your wallet from accessing the Site to the extent permitted by law. 

 

If you are registering to use the Services on behalf of a legal entity, you represent and warrant that: (i) such legal entity is duly established and validly existing in accordance with Applicable Laws; (ii) you have the necessary power and authority to enter into binding agreements for and on behalf of the legal entity; and (iii) these Terms, once entered into, are binding on you and the legal entity.

 

YOU REPRESENT AND WARRANT THAT YOU ARE NOT ON ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LISTS (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE.  YOU ALSO REPRESENT AND WARRANT THAT YOU ARE NOT RESTRICTED OR PROHIBITED FROM ENGAGING IN ANY TYPE OF TRADING BY THE EUROPEAN UNION, HONG KONG MONETARY AUTHORITY, HONG KONG CUSTOMS AND EXCISE DEPARTMENT, OFAC OR ANY OTHER ADMINISTRATIVE LAW ENFORCEMENT AGENCIES.  OKX RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF ITS SERVICES IN CERTAIN COUNTRIES OR REGIONS.

 

In order to participate in our OKX Web3 Ecosystem Services, you must ensure the following:

• You have an active and valid OKX Web3 Wallet or other supported Digital Asset wallets;
• If applicable, you shall ensure you have sufficient funds in your OKX Web3 Wallet; and
• You shall otherwise satisfy any additional OKX web 3 Ecosystem Service terms or requirements as stated by the Site and/or Service.

 

OKX has sole and absolute discretion to determine access to the OKX Web3 Ecosystem Services, and different eligibility criteria may apply when you access and use the OKX Web3 Ecosystem Services.  

 

2.3 Prohibited or Restricted Regions. The OKX Web3 Ecosystem Services may not be available in all markets and jurisdictions, and we may restrict or prohibit use of all or part of the OKX Web3 Ecosystem Services from certain locations, including but not limited to Restricted Locations (as defined in Section 1.1.15). The content of these Web 3 Ecosystem Terms shall not be excluded from the laws of the country or region under which the User belongs. As a result, if you do not meet these eligibility requirements, you may not use the OKX Web3 Ecosystem Services.

 

2.4 Third Party Content and Services. As a peer-to-peer web3 service, OKX helps you explore NFTs created by third parties and interact with different blockchains. Through its Discover Portal, OKX also provides insight and access to 1000+ third party DApps, including crypto games, which are fun and exciting video games that use blockchain technology and are fueled by Digital Assets. OKX does not make any representations or warranties about this third-party content visible through our Service, including any content associated with NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on OKX will always remain visible and/or available to be bought, sold, or transferred.

 

NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on OKX, you may notice a third-party link to the creator’s website. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. OKX is not a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.

 

The Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). Any links of Third-Party Websites in OKX Services do not mean that OKX endorses any products, services, information and disclaimers provided therein, and OKX does not guarantee the accuracy of the information contained therein. When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of OKX, and may be “open” applications for which no recourse is possible. OKX is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. OKX provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk. OKX shall not be liable for any Losses caused by your use of such third-party products and services on Third-Party Websites and Third-Party Applications. OKX and each Third-Party Website and Third-Party Application are independent legal entities, and these OKX Web3 Ecosystem Terms shall not constitute any form of agency, partnership or cooperative relationship between the parties. OKX and each Third-Party Website and Third-Party Application shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements. OKX is merely the service provider of the OKX Web3 Ecosystem and has no influence or control of the content of Third Party Platforms or websites that reside on the OKX Web3 Ecosystem, and the operators of these Third Party Platforms or websites are solely responsible for their content. OKX has no control over Third Party Platforms’ terms of use or privacy policies. Once you use our Services, you acknowledge, understand, and agree to all the terms of service, privacy policies, and relevant transaction and operation rules, policies, or any other rules (as amended from time to time) on the Third Party Platform or other third party websites. OKX and each Third Party Platform are independent legal entities, and these Terms do not constitute any form of agency, partnership, or cooperative relationship between the parties. OKX and each Third Party Platform and any third party shall be responsible for their respective claims, debts and disputes that arise from the performance of their respective contracts and agreements

 

2.4 Actions Regarding OKX Web3 Ecosystem Services. OKX has sole and absolute discretion in the provision and administration of the OKX Web3 Ecosystem Services, whether under these OKX Web3 Ecosystem Terms, the Terms, or otherwise.

 

2.5 OKX Web3 Ecosystem is Provided As-Is. Please note that OKX provides all information regarding and/or on the Web3 Ecosystem on an as-is and as-available basis. You may not redistribute any information displayed on or provided by the OKX Web3 Ecosystem or its related Services.

 

3. REQUIREMENTS FOR USE

 

3.1 Connection with Digital Wallet. You understand and agree that in order to use and access the OKX Web3 Ecosystem platform, you must connect a Digital Asset wallet such as the OKX Web3 Wallet. You are responsible for all activities and events relating to or affiliated with your Digital Asset wallet after entering the system, and You shall bear all liability directly or indirectly caused by any and all actions and behaviors of this wallet address.

 

3.2 Public and Private Keys. In order to secure your wallet and be able to store Digital Assets, you must utilize a Private Key. You are also required to ensure the safety of your Private Key.

 

3.3 Protection of Keys and Mnemonic Phrase. You are responsible for keeping, protecting and safeguarding any Private Keys and/or Mnemonic Phrases relating to your Digital Asset wallet. If you lose these, you may not be able to access your Digital Asset wallet. You must immediately notify us of any unauthorized use and/or access of your Digital Asset wallet. We are not responsible for any Losses arising out of the unauthorized use of your Digital Asset wallet or any compensation or other liabilities for the Losses caused by or arising from any of the above-mentioned circumstances. We shall not ask for any Private Key or Mnemonic Phrase from our Users, nor shall we ask Users to transmit any funds, Digital Assets or Digital Asset addresses that are not listed on the Site. We shall not be responsible for any Losses caused by transmitting funds, Digital Assets or Digital Asset addresses that are not listed on the Site.

 

3.4 Access. Users must prepare the following devices and bear any related costs: 1) internet-connected device(s), including but not limited to computer or other internet-connectivity terminals; and 2) internet-accessing costs, including but not limited to internet fees, rental charges for internet-connected equipment, cellular data fees; etc.

 

3.5 Third Parties. You understand and agree that if you authorize any third party or third-party platform to use the Private Key information of your Digital Asset wallet, the third party or third-party platform will know your Digital Asset wallet information (including without limitation, information relating to your assets, transactions, operating authority for trading and Digital Asset wallet information; etc.); your Digital Asset wallet will be exposed to certain risks, and you may suffer Losses. You are solely responsible for any Losses caused by your authorization of any third party or third-party platform to use your Private Key information, and any Losses you incur by the third party or third-party platform using your Private Key information.

 

4. RISK DISCLOSURE

 

4.1 General. Digital Asset trading involves significant risk. The use of our Web3 Ecosystem Services also involves risks. In this section, we set out a non-exhaustive list of some of the risks below. These risks, as well as additional risks arising from now or in the future can be substantial and potentially devastating. You should therefore carefully consider whether using any of our Services is suitable for you in light of your financial condition prior to commencing your use. You must also seek professional advice regarding your particular financial condition prior to commencing your use of our Services. Finally, please ensure that you review the latest version of these Terms as they may change from time to time.

4.2 Digital Asset Risks. Digital Asset prices may fluctuate significantly at any given moment for any reason, moving up or down and even becoming valueless. The likelihood of Losses is just as likely as profits incurred from the trading of Digital Assets. Due to these price fluctuations, you may gain or lose value in your Digital Assets at any given moment.

4.2.1 Digital Assets Are Not Legal Tender. Digital Assets are not considered legal tender. They may not be backed by any physical assets and may not be not backed, guaranteed, or supported by any government or centralized authority. Digital Assets may not have intrinsic value either, and their circulation may be limited and restricted.

4.2.2 High-Risk Asset Class. Digital Assets are generally considered a high-risk asset class and may or may not be considered securities under certain jurisdictions. You must therefore exercise prudent judgment when trading Digital Assets (as well as any other assets).

4.2.3 Complex Nature. The nature of Digital Assets may be very complex, and their terms, features, and/or risks may not be readily or fully understood due to the complex structure, novelty, and reliance on technological features.

4.2.4. Value Fluctuation and Price Volatility. The value of Digital Assets may fluctuate significantly over a short period of time. Price volatility and unpredictable fluctuations may result in significant Losses over a short period of time.

4.2.5 Various Factors for Loss of Value. Any Digital Asset may decrease in value or lose all value in a short period of time or permanently due to various factors, including but not limited to, government or regulatory activity, the discovery of wrongful or illegal conduct, market manipulation, changes to the Digital Asset’s nature or characteristics, suspension or cessation of support for a Digital Asset by other exchanges or service providers, public opinion, or other factors outside our control, technical advancements, and macroeconomic and political factors.

4.3 Trading on DApps. There is no assurance that our trading market for Digital Assets will be orderly and stable. Any Digital Asset or trading position may be subject to large swings in value and may even become worthless.

4.3.1 Conversion Risks. If you convert Digital Assets following the execution of an order or where an order is denominated in a particular Digital Asset other than your primary reference asset, there is a risk that, if the markets move against your position, then upon maturity or any earlier, the net proceeds may be significantly less than the initial amount in your primary reference asset, and any income or gains may be entirely negated.

4.3.2 No Deposits. The Digital Assets that are held by a DApp service provider or aggregator are not “deposits” nor are they intended to be held as any other regulated product or service under Applicable Laws.

4.3.3 No Statutory or Regulatory Protection. In comparison to other types of assets, including fiat currencies and securities, any Digital Asset transactions may not be subject to a right to claim under any investor compensation fund established by any government or regulatory authority; furthermore, Digital Assets held by any DApp service provider or aggregator may not be protected deposits, and may not be protected by any deposit protection scheme in any relevant jurisdiction. Thus, Digital Assets may have a reduced level and type of protection compared to fiat currencies, securities, and other asset classes and types.

4.3.4 Commissions and Fees. During the course of using our Web3 Ecosystem Services, you may be subject to various fees that may or may not arise directly from OKX. Prior to making any transactions, you must obtain details and a full understanding of all commissions, fees, and costs for which you may be liable. If any of these fees are not clear to you, you must request clarification of what fees will be applicable in specific monetary terms before using our Services or entering into any transactions.

4.3.5 Authorized Access to Your Wallet. Providing any other person access to your Digital Asset wallet involves risk. You must take all necessary steps to ensure that any person you provide access to are appropriate and legal. You must also adopt controls and protocols relating to your Digital Asset wallet as you see fit in order to monitor the activities of such persons in order to ensure that they remain appropriate and legal in their capacity.

4.3.6 Digital Assets May be Subject to International Laws. Please note that Digital Assets received or held by us may be subject to other Applicable Laws of international jurisdictions beyond your country of residence and/or citizenship.

4.3.7 Designated Persons Risks. There are substantial risks when allowing another person to trade or operate your Digital Asset wallet, and it is possible that any instructions you provide are not properly authorized or executed. You accept all risks of such operation and fully and irrevocably release OKX from any and all liability arising out of or in connection with all the aforementioned.

4.3.8 Potential Destabilizing Network Events.  Under certain circumstances or situations, it may be difficult or even impossible to liquidate a position in Digital Assets. Certain events that occur on the network may occur rapidly and affect the ability to conduct transactions on any DApp’s platform. Information relating to these network events may be difficult to predict or ascertain beforehand and may be subject to limited oversight by any third party who may be capable of intervening in order to stabilize the network.

4.3.9 Irreversible Nature of Transactions. Digital Asset transfers are irreversible. Thus, accidental or fraudulent transactions with respect to Digital Assets may not be recoverable. You must therefore exercise caution when making any Digital Asset transfers and are solely liable for any Losses that may arise.

4.3.10 Timing-Related Risks. An order made on or via OKX’s web3 Ecosystem is binding upon completion of the steps described in these Terms. An Order will not be reversed unless otherwise provided in these Terms. There is a risk that the final binding order does not occur simultaneously along with your instructions.

Thus, you may suffer Losses due to the fact that an order is not carried out at the desired time. In particular, contingent orders such as options or perpetual swaps may not limit your Losses to the intended amounts due to the volatility of market conditions.

4.3.11 Unauthorized Access. You accept there is a genuine risk that unauthorized third parties may access your Digital Asset wallet and make transactions without your knowledge or authorization, whether by obtaining control over a device or wallet you use or by other methods.

4.3.12 Web3 Ecosystem Materials May Not Be Up to Date. OKX is not obliged to provide any adaptations, enhancements and/or modifications to the materials and information provided on the Web3 Ecosystem. This means, for example, that you may have an out-of-date version of the Web3 Ecosystem App, and new features may not be incorporated to the version of the App you use. It is your responsibility to ensure you update and download applicable updates and versions.

4.3.13 Unjust Enrichment and Clawbacks. If a potential loophole in the trading rules leaves you unjustly enriched, you may be contacted by OKX or the DApp to recover the gains. You must fully and effectively cooperate; otherwise, we will take actions, including but not limited to, placing restrictions on your access to the OKX Web3 Ecosystem Services, initiating prosecution against you in a court with right of jurisdiction and other measures of recourse. If you do not cooperate, you will also bear all recourse costs.Where applicable, we may trigger socialized clawback mechanisms to take a portion of your gain to cover the shortfall.

4.4 Cyber Security and Technology-Related Risks. Trading Digital Assets involves various cyber security and technology-related risks. Below is a non-exhaustive list of various risks that you may encounter when using our Web3 Ecosystem Services.

4.4.1 Forks and Attacks. Digital Assets may be subject to forks or attacks on the security, integrity, and/or operation of the networks, including any network events, as mentioned above. These events may affect features, functionality, operations, use or other properties of any Digital Asset, network and/or platform. These events may also severely impact the price or value of any Digital Assets, and may even result in the shutdown of a network or platform associated with the Digital Asset, whether a DApp or not. These events are beyond OKX’s control. Even if OKX has any ability to impact such event, OKX’s decision or actions may not be in your best interests.

4.4.2 Cyber Attacks and Fraudulent Activity. Relying on OKX’s Web3 Ecosystem Service technology via the Internet exposes you to an increased risk of fraud or cyber-attack. Digital Assets, your Digital Asset wallet, the OKX Web3 Ecosystem Services, communication methods, or any other part of the Site may be targeted by malicious persons or individuals who may attempt to disrupt the Site, an order, or even steal Digital Assets. This includes but is not limited to the following:

• Malware;
• Hacking;
• Phishing;
• Double spending;
• Smurfing;
• Spoofing;
• Sybil attacks;
• Social engineering;
• Majority-mining, consensus-based or other mining attacks;
• Misinformation campaigns;
• Distributed denial of service; and
•  

Digital Assets, your Digital Asset wallet, OKX Web3 Ecosystem Services, communication mediums, or any other part of the Site may also have vulnerabilities that may be exploited, as well as vulnerabilities in smart contracts and other code, and even be due to or arising from human error.

You may store some of your Digital Assets in hot wallets, but these hot wallets may be at risk of hacking, cyber-attacks, or any of the above-mentioned disruptions. Cyber-attacks and hacking of Digital Asset trading platforms and Digital Asset theft are unfortunately very common. Victims may face extreme difficulty recovering Losses from hackers, trading platforms, or other related industry organizations and/or individuals. This could result in significant Losses and other adverse impacts that may materially affect your interests.

4.4.3 Targeting by Malicious Persons or Individuals. Malicious persons or individuals may target you and attempt to steal any Digital Assets you may hold, or claim any Digital Asset that you may have purchased. This may involve a variety of creative tactics, including the unauthorized access to your Digital Asset wallet(s), your Private Keys, your addresses, any Passwords, your email or social media accounts, your log-in access details or access method for the Digital Asset wallet(s), as well as unauthorized access to your computer, smartphone and any other devices that you may use. You are solely responsible for protecting yourself against such actions.

4.4.4 Reliance on the Internet and Other Technology. Digital Assets and OKX’s Site depend on the internet and other technology (including various communication methods and mediums). However, the public nature of the internet means that parts or the entire internet may be unreliable or unavailable at any given time. Furthermore, interruption, delay, corruption or loss of data, the loss of confidentiality or privacy through the course of data transmission, or malware transmission may occur when transmitting data via the internet and/or other technology. The above may result in your transactions not being executed according to your instructions at the requested time, or not executed at all.

There is no technology that is completely secure or safe. You should therefore exercise caution when using any technology.

The internet as well as other electronic media (including but not limited to electronic devices, services by third-party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) are an inherently unreliable form of communication, and such unreliable may be beyond OKX’s control.

Any information (including any document or data) transmitted, or communication or transactions made, over the Internet or through other electronic media (including but not limited to electronic devices, services by third-party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) may be subject to interruption, transmission blackout, delayed transmission due to data volume, Internet traffic, market volatility or incorrect data transmission (including incorrect price quotation), or pause and/or delay of price data feed due to the public nature of the internet or other electronic media.

4.5 General Digital Asset Market Risks. The value of a particular Digital Asset may decline or be completely and permanently lost should the market for that Digital Asset disappear. There is no assurance that a market for a particular Digital Asset will continue indefinitely into the future since the value of a Digital Asset may be derived from various factors, including the continued willingness of market participants to exchange that Digital Asset.

4.5.1 Liquidity Risks and Losses. There is a risk that you may experience Losses due to the inability to sell or convert Digital Assets into a preferred alternative asset immediately or where conversion is possible but at a loss. Such liquidity risk for a Digital Asset may be caused by many reasons, including the absence of buyers, limited buy/sell activity or underdeveloped secondary markets.

4.5.2 Uncertain Future Payment Acceptance. There is no assurance that any individual or person who accepts a Digital Asset as payment will continue to do so in the future.

4.5.3 Government or Regulatory Authority Interference.  You may suffer Losses as a result of value depreciation of a Digital Asset you paid as a result of controls imposed by a government or regulatory authority. Repayment or payment of any amounts due to you may be delayed or even prevented by controls or other actions imposed by government or regulatory authorities over Digital Assets and/or their ecosystem that these authorities control or regulate.

4.5.4 Inflation Risks. Digital Assets may, either because of their inherent design or through network events, not be a fixed supply. If and when additional Digital Assets are created, the particular Digital Asset’s price may decline due to inflationary effects of adding additional Digital Assets to the total available amount of assets in the market.

4.5.5 Whales and Concentration Risk. At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of any particular Digital Asset. These persons are often referred to colloquially as “whales”. Whether acting individually or collectively, these whales may have significant impact, and may be able to influence or cause significant market events that may have a detrimental effect on price, value or functionality of Digital Assets. Furthermore, these whales, or other network participants and users, may make decisions that are not in your best interest as an investor of Digital Assets.

4.6 User Fault or Error. You shall bear any and all Losses resulting from your own fault or error, including but not limited to: not being in accordance with the transaction prompts operation, not conducting timely trading operations, forgetting or leakage of Passwords and/or Keys, cracked Passwords and/or Keys, and/or your computer being invaded or hacked by others.

4.6.1 Loss of Private Key. You are solely responsible for securing your Private Key with respect to any and all Digital Asset wallet(s). The loss of your control to your Private Key will permanently and irreversibly deny your access to your Digital Assets. We shall not be able to retrieve or protect your Digital Assets. Once lost, you will not be able to transfer your Digital Assets to any other address or wallet. Thus, you will not be able to realize any value or utility that the Digital Assets may hold.

4.6.2 Use of Jailbroken Devices. The use of OKX’s Site on a jailbroken device may compromise security and lead to fraudulent transactions. You may suffer Losses as well as a termination of these Terms.

4.7 Reliance on Blockchain and/or Distributed Ledger Technology. Transactions involving Digital Assets are most likely irrevocable due to their utilization of blockchain and/or distributed ledger technology. Lost or stolen Digital Assets may never be retrieved or returned.

4.7.1 Irreversible Upon Recording. Once a transaction has been verified and recorded on a blockchain, generally the involved Digital Assets, even if lost or stolen, will not be returned, and the transaction will not be reversible.

4.7.2 Open-Source Software Risks. Digital Assets rely on various types of blockchain and/or distributed ledger technology. This technology is an open-source software that is built upon blockchain, which is still considered a novel and experimental technology. There are many risks that arise from this reliance, including but not limited to: existing technical flaws in the technology, malicious targets, majority-mining, consensus-based or other mining attacks, changes in the protocol or algorithms, changes in community or miner support, rapid and/or extreme fluctuations in value of relevant Digital Assets, the existence or development of competing networks, platforms, and assets, flaws or vulnerabilities in coding languages, disputes between developers, miners, and/or users, and regulatory action.

4.7.3 Cryptographic Innovation. Innovation and developments in cryptographic technologies and techniques, including but not limited to the advance of artificial intelligence and/or quantum computing may pose security risks to all cryptographically-based systems, including Digital Assets, Digital Asset wallets, communication mediums, any other part of the Site, and even your data, as applicable.

4.8 General Risk Statements. Trading Digital Assets involves various risks in general. Below is a non-exhaustive list of various general risks that you may encounter when using our Services.

4.8.1 Jurisdiction-Related Risks. Residents, Tax residents, or persons having a relevant connection with Prohibited Jurisdictions are prohibited from using the Site and Web3 Ecosystem Services. Changes in your place of domicile or Applicable Laws may result in you violating legal or regulatory requirements in your jurisdiction. You are solely responsible for ensuring that your actions remain lawful despite changes to Applicable Laws, your residence, and/or your unique circumstances.

4.8.2 Service-Related Risks. OKX and its Affiliates may have issued certain Digital Assets, but there are many other Digital Assets that are issued by third parties. You must therefore carefully read and ensure you understand all applicable terms of service, product information, and risk disclosures prior to using our Web3 Ecosystem Services.

No Web3 Ecosystem Service terms or product information has been subject to governmental and/or regulatory approval unless expressly indicated otherwise. You must therefore exercise caution with respect to any such product offering.

For any Digital Asset services that have been authorized by a regulator, authorization does not imply any official recommendation or endorsement of the OKX Web3 Ecosystem Service by the regulator, nor does it guarantee the commercial merits of a Service or its performance. You should seek independent professional advice before making any investment decisions.

4.8.3 Taxes and Accounting. Some Digital Assets and transactions may be subject to various Tax laws and regulations in an applicable jurisdiction. Please note that the Tax treatment and accounting of Digital Assets (including ancillary benefits) is a relatively new area of law and practice that may be subject to changes and further development. Tax treatment of Digital Assets may vary among jurisdictions. Tax authorities may reach out to us with queries, notices, requests or summons that we may be required to furnish certain information about.

Furthermore, there are no agreed-upon standards and practices for how an auditor may obtain sufficient evidence for an audit regarding the existence and/or ownership of Digital Assets and ascertain the reasonable nature of the valuations.

You should therefore seek independent professional advice before making any investment decisions.

4.8.4 Localized Risks. If a transaction is made in any Digital Asset issued by a party that is subject to foreign laws, or any transactions made on markets in other jurisdictions, including markets formally linked to a domestic market, recovery of the sums invested and any profits or gains may be reduced, delayed or even prevented by various exchange controls, debt moratorium, or other actions imposed by government or other official authorities. Before you use make any transactions, you should ensure that you fully understand any Applicable Laws relevant to that particular transaction.

Furthermore, your local official authority may be unable to compel enforcement of its Applicable Laws upon official authorities or markets in other jurisdictions where your transactions and/or Digital Assets may have been affected. You should therefore seek independent advice about the different types of potential redress that is available in your jurisdiction and other related jurisdictions prior to your use of OKX’s Services. If your country of residence imposes restrictions on Digital Assets, we may be required to discontinue your access to your Digital Asset wallet and the OKX Web3 Ecosystem Services, and may not be permitted to return your Digital Assets or permit you to transfer your Digital Assets from your Digital Asset wallet to yourself or others until such time as the regulatory environment allows us to do so.

4.8.5 Regulatory Uncertainty. All Digital Assets are generally exposed to legal and regulatory risks. Legal and regulatory treatment of Digital Assets may change, and regulation of Digital Assets is unsettled and rapidly changing. Furthermore, legal and regulatory treatment of Digital Assets may vary substantially across different jurisdictions. Because of these legal and regulatory risks, any Digital Asset may decrease in value or even lose all value due to any legal or regulatory changes. This may affect the value or potential profit of any Digital Asset transaction.

In order to comply with Applicable Laws or for other reasons as indicated in these Terms, OKX may cancel and/or modify your transactions and orders, or restrict or suspend your use of the Web3 Ecosystem Services.

You should therefore seek and obtain independent legal, Tax and financial advice, and you should also continually monitor legal and regulatory updates that relate to your Digital Assets and/or transactions.

4.8.6 Conflicts of Interest. OKX and other Digital Asset trading platform operators may be acting as agents and as well as principals on your behalf. We and other service providers may facilitate the initial distribution of Digital Assets (such as but not limited to initial coin offerings), facilitate secondary market trading, or both operations, similar to a traditional exchange or securities broker. If any of these operations are not regulated by any governmental authority, it may be difficult to detect, monitor, and/or manage any conflicts of interest that may arise.

4.8.7 Cautions Regarding Forward-Looking or Prospective Statements. Website and internet pages, investor relations releases, oral or written outlooks, presentations, audio and video recordings of events, and other publications from websites may contain optimistic, forward-looking statements that reflect OKX and its management’s current views with respect to prospective projects and events. Certain words, including but not limited to, “anticipate”, “assume”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project” and “should”, as well as other expressions often identify forward-looking statements. These statements are subject to risks, uncertainties, and changes due to many factors, including but not limited to: changes in Digital Asset and fiat currency exchange rates, interest rates, and commodities prices; the introduction of new and/or competing technology and ideas; increased market incentives; and a decline in demand for current Services or other products.

4.9 OKX Web3 Ecosystem Services Risks. OKX’s Web3 Ecosystem Services as a collective and each as an individual Service involves many risks, some of which are indicated in the Terms. In addition, the following risks, which is not a comprehensive list, may apply:

• DeFi technology is not fully mature, and there has not been an established testing scale to determine the safety of DeFi technology;
• The nature of decentralized technological architecture poses a potentially increased threat of hacker attacks;
• The decentralized governance structure of DeFi projects and protocols do not allow for OKX to have any control of what may occur beyond the OKX Web3 Ecosystem; and
• Collateral for DeFi protocols and projects may be higher than similar centralized protocols and projects.

4.9.1 Digital Wallet Risks. You are responsible for providing the necessary equipment and software in order to utilize any digital wallets, including any hardware and software protection mechanisms and protocols. Attempting to access our Web3 Ecosystem and Services without the required equipment or software may result in permanent Losses. OKX shall not be responsible for any of these Losses that may occur.

4.9.2 Third Party Platforms and Services. During the course of your utilization of our Web3 Ecosystem Services, you may access and utilize Third Party Platforms and Blockchains. In order to access and utilize OKX’s Web3 Ecosystem Services, you agree to any and all of these Third-Parties’ terms of service, privacy policy, and any other applicable user agreements. You further acknowledge and agree that OKX has no control whatsoever over these Third Party Platforms and services, and you shall solely bear any and all Losses that may arise from your utilization of these Third Party Platforms.

4.9.3 Private Keys. Private Keys govern the security of digital wallets, and the loss of a private key would mean the loss of access to the wallet forever. You are responsible for keeping, protecting and safeguarding your Private Key that has been provided or that is generated in connection with your use of the OKX Web3 Ecosystem Services and Site. OKX is not responsible for your Private Key in any manner. If you lose your Private Key, you will not be able to access your digital wallet, and you may permanently lose any and all access to any Digital Assets or other funds that you may have stored in your digital wallet. You understand and agree that you shall solely bear any and all Losses that may arise from the loss or your inability to use your Private Key.

4.9.4 Careful Consideration Prior to Use of OKX Web3 Ecosystem Services. In light of these risks (as well as potentially others that are not listed), Participating Users must carefully consider whether all applicable risks are acceptable prior to their linkage of their wallet to the OKX Web3 Ecosystem. You also appreciate that the risk disclosure statement herein is not and cannot be comprehensive or exhaustive. You must seek professional advice regarding your particular financial condition prior to commencing your use of OKX Web3 Ecosystem Services. YOU UNDERSTAND THAT LOSSES MAY BE INCURRED RATHER THAN PROFIT MADE AS A RESULT OF PARTICIPATING IN OKX WEB3 ECOSYSTEM SERVICES, AND THIS IS A RISK THAT YOU ARE PREPARED TO FULLY AND SOLELY ACCEPT.

5. USER REPRESENTATIONS AND WARRANTIES

5.1 Legal Purposes Only. You represent and warrant that you shall not use OKX Web3 Ecosystem Services for any illegal purpose or in any illegal way or manner. You shall abide by any and all Applicable Laws of the jurisdiction where You are located; all local, national, and international practices regarding internet use; and all network agreements, rules, and procedures related to or in connection with our Web3 Ecosystem Services.

5.2 Third-Party Platforms. You understand and agree that when you select a third-party service on the Web3 Ecosystem, including the use of any third-party software, you indicate that you have first carefully evaluated and then selected this third-party service. OKX does not assume any liabilities for the third-party service you choose to use on our Site. OKX cannot and is not obligated to guarantee the consequences of your use of such third-party services. You shall bear all Losses as a result of your use of these third-party services, and OKX shall not be liable for any Losses.

5.3 Full Responsibility. You agree to solely bear the responsibility for any and all activities that occur in connection with your use of the OKX Web3 Ecosystem Services and under your wallet on OKX, including without limitation, disclosing or publishing information, clicking to agree with various agreements, uploading and submitting various documents or information, clicking to agree with the renewal of various agreements, or clicking to agree with service agreements provided by third parties. If you fail to comply with these Terms or OKX’s operating instructions and trading rules in the process of any of the above activities, OKX shall not be liable for any Losses.

5.4 Commercial Advertisements. You agree that OKX has the right to place various commercial advertisements or any other types of commercial and/or promotional information (including but not limited to, posting advertisements on any page of the Site) in various ways during the provision of the Web3 Ecosystem Services, and you accept that OKX may send commercial promotions or other relevant commercial and/or promotional information to you through email or other communication means.

5.5 Providing Information for Disputes. You agree that if you have a Dispute with OKX or other third parties as a result of the use of a third-party service, you shall not request OKX to provide relevant information through channels other than judicial or administrative channels.

5.6 General Representations and Warranties. You represent and warrant the following:

1. You fully understand all risks associated with using our Web3 Ecosystem Services, and you have the necessary experience, understanding, and risk tolerance for using our Web3 Ecosystem Services, including the necessary experience and knowledge to enter into relevant transactions under the Web3 Ecosystem Services;
2. You shall carefully consider and use clear judgment to evaluate your financial situation and risks before making any decisions to use our Web3 Ecosystem Services, and you shall bear any and all Losses arising from your decisions;
3. You have the ability to perform operations on the internet in order to use our Web3 Ecosystem Services;
4. These Terms do not conflict with the Applicable Laws of your applicable jurisdiction(s), and you shall comply with all Applicable Laws of your applicable jurisdiction(s);
5. You are the legal and rightful owner of all funds and/or Digital Assets in your wallet or other Digital Assets or funds which you may use in connection with our Web3 Ecosystem Services. You represent and warrant that the sources of such funds and Digital Assets are legal, and you will not trade or obtain financing on or through OKX or any of its Services with anything other than funds or Digital Assets that have been legally obtained by you and that belong to you;
6. You agree to indemnify and hold OKX, and their officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, Losses, liability, claims or expenses (including attorneys’ fees), made against OKX by any third party due to or arising out of or in connection with your use of this Site or Web3 Ecosystem Services; and
7. Any trading, transfer, exchange, or any other instructions received or undertaken through your signature credentials are deemed to be valid, binding and conclusive, and OKX may act upon such instructions without any liability.

5.7 Performance of Obligations. You must abide by all Applicable Laws of all applicable jurisdiction(s) when using our Web3 Ecosystem Services, and you agree to strictly perform the following obligations:

1. You shall not use the Web3 Ecosystem Services for any illegal purposes, including without limitation, illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, and any other violent acts or any businesses prohibited by Applicable Laws;
2. You shall not conduct, initiate, or promote any forms of unfair trading practices, market manipulation or other forms of illegal conduct, including without limitation, illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, and any other violent activities or businesses prohibited by Applicable Laws;
3. You shall not use OKX’s Web3 Ecosystem Services to engage in money laundering, stealing trade secrets, stealing personal information, or any other illegal or criminal activities, including but not limited to payment by illegal means like fictitious transactions, false prices, and transaction refunds; illegal cash-out activity via entity bank settlement account; illegal fund transfer from the bank settlement account of an entity to an individual account; illegal check cash-out activity or any unlawful, illegal, fraudulent or harmful purpose or activity under Applicable Laws;
4. You shall not in any way or capacity interfere with OKX’s normal operations or intrude upon OKX’s computer systems, including using Web3 Ecosystem Services in any way that causes or may cause damage to our Web3 Ecosystem Services or impair the availability of or accessibility to the OKX Web3 Ecosystem Services;
5. You shall not transmit or publish any illegal, criminal, harassing, slanderous, abusive, intimidating, harmful, vulgar, obscene, uncivilized or other similar information materials;
6. You shall not solicit others to engage in acts prohibited by these Terms or Applicable Laws;
7. You shall not use your OKX Web3 Wallet for for-profit business operations and activities that are prohibited by these Terms or Applicable Laws;
8. You shall not infringe upon the copyrights, trademark rights, and other intellectual property rights or legal rights and interests of any third party;
9. OKX’s goodwill and reputation will not be maliciously slandered by means of fiction, exaggeration of facts, or any other derogatory and/or false manner;
10. You shall not engage in other acts that violate Applicable Laws, public order and good customs, internet or online interests, or any other acts that OKX reasonably determines to be inappropriate.

If you fail to comply with any of the above, OKX has the right at its sole discretion to immediately suspend your access to the Web3 Ecosystem Services and take other measures without assuming any liability.

5.8 OKX’s Rules and Regulations. You shall strictly abide by the various rules and regulations announced or modified by OKX from time to time. OKX reserves the right to delete any and all of OKX’s information or content which does not comply with laws or regulations or is untrue or inappropriate without notifying You, and OKX shall not bear any liability.

6. FEES

 

6.1 General. Please note that OKX does not currently charge any fees, but we reserve the right to charge you with fees in the future. You understand and agree that OKX may charge you various fees related to or in connection with the OKX Web3 Ecosystem Services. You further agree to pay all applicable fees and authorize OKX to automatically charge these fees along with any payments you may make, and we reserve the right to refuse to provide you our OKX Web3 Ecosystem Services until we recover any and all fees or any other refunds paid to you in error where applicable and as needed. We reserve the right to change any Fees at our sole discretion with notice. We will disclose any Fees that we will charge you for the applicable OKX Web3 Ecosystem Service at the time that you attempt to access the particular Service.

 

6.2 Third Party and Other Potential Fees. You understand and agree that you may incur fees from third parties for use of services linked to our OKX Web3 Ecosystem. You may also be charged fees for electing to link any wallets and/or apps to our OKX Web3 Ecosystem. Please note that third party fees are generally not charged by OKX (unless specifically indicated otherwise) and are not paid to OKX.  When using services linked to our OKX Web3 Ecosystem, "gas fees" or third party protocol fees may be charged. You understand and agree that under certain circumstances (including without limitation the "gas fee" or insufficient third party protocol fee(s) paid by you during the transfer, or the relevant blockchain network is unstable), your operation may fail; in such circumstances, even if your operation is not completed, you may still be charged for gas fees or other third party protocol fees.

 

6.3 Taxes. It is your sole responsibility to determine whether, and to what extent, any Taxes apply to any transactions you conduct through the Web3 Ecosystem Services, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate Tax authorities.

7. OKX WEB3 ECOSYSTEM CONTENT

7.1 OKX Web3 Ecosystem Content and User Content. Please note that OKX does not claim any ownership rights to any User Content on the OKX Web3 Ecosystem. Unless otherwise specifically indicated in these OKX Web3 Ecosystem Terms, OKX does not restrict any rights that any User may have to use and exploit their User Content.

Subject to the foregoing, OKX and its licensors exclusively hold all right, title and interest in and to the OKX Web3 Ecosystem Services and Content, including any and all related intellectual property rights. You understand and agree that the OKX Web3 Ecosystem Services and Content are protected by Applicable Laws. You further understand and agree not to remove, alter or obscure any copyright, trademark, service mark or any other proprietary rights notices incorporated into or accompanying the OKX Web3 Ecosystem Services or Content.

7.2 Rights You Grant to OKX. You understand and agree that in order to operate and provide our OKX Web3 Ecosystem Services, we require a license regarding your User Content. Therefore, you hereby grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, and transferrable license to use, copy, distribute, display, perform, and create derivative works of the User Content that you upload, submit, send, store and/or receive through or in connection with our OKX Web3 Ecosystem Services. The rights you grant in this license are for the limited purpose of operating, improving, and providing our OKX Web3 Ecosystem Services. Please refer to our Privacy Policy for more information about your privacy and how we may use the User Content.

7.3 Right and Authority over User Content. You represent and warrant that you have the right and authority to submit and/or upload your User Content, and the User Content or any part thereof does not infringe on the intellectual property rights or any other rights of any third party.

7.4 Deletion or Removal of User Content. You understand and agree that there may be certain situations where you have removed your User Content (whether by specifically deleting it or other similar actions), but the User Content (whether in whole or in part) may not be fully or completely removed, and copies of your User Content may continue to exist on the OKX Web3 Ecosystem Services. We are not responsible or liable for the removal or deletion of your User Content, or the failure to remove or delete your User Content.

7.5 OKX Rights in Content. Subject to your compliance with our Terms and all Applicable Laws, OKX hereby grants you a limited, revocable, non-exclusive, non-transferrable, non-sublicensable license to view, copy, download, display, and print the Content solely in connection with your permitted use of our OKX Web3 Ecosystem Services.

7.6Intellectual Property Rights.  OKX will take down works in response to the U.S. Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a User's access to the Service if the User is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please fill out our form here or you may submit written notice to our designated copyright agent at: support@okx.com.

For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder.  Any notice must include:

• Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
• Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;
• Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
• A declaration that contains all of the following:
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
• A statement that the information in the notice is accurate; and
• A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
• Your physical or electronic signature (of your full legal name).

Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on OKX and can also contact you to resolve any dispute.

8. CHANGE, INTERRUPTION, TERMINATION, AND DISCONTINUATION OF SERVICES

8.1 Service Change and Interruption. We may change the OKX Web3 Ecosystem Services and may also interrupt, suspend or terminate the Services at any time with or without prior notice.

8.2 Service Discontinuation and Termination. We reserve the right, in our sole discretion, to discontinue or terminate the OKX Web3 Ecosystem Services provided to you without notice, temporarily and/or permanently, including but not limited to, the following cases:

• If the Personal Data you have provided is not true or inconsistent with the information at the time of registration (please remember, according to Applicable Laws, you must fully submit true and accurate information);
• If you violate Applicable Laws or these Terms;
• If required by any provisions of Applicable Laws, as well as the requirements of relevant government authorities;
• For security reasons or any other reasonably necessary circumstances.

8.3 Technological Limitations and Force Majeure. You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the OKX Web3 Ecosystem Services, we are unable to completely foresee and hedge against all legal, technological and other risks, including but not limited to, Force Majeure events that may result in service interruption, data loss and other Losses and exposure to risks.

If the system platform is unable to operate properly because of the following circumstances and the User is unable to access the OKX Web3 Ecosystem Services or place or cancel an order, we assume no liability for any Losses.

8.4 Abnormal Transactions. For abnormal transactions, market interruption and other abnormal conditions caused by system failure, network failure, distributed denial of service attacks (DDos), other hacker attacks or other unexpected factors, we have the right to cancel the abnormal transaction results. We may also have further rights to rollback transactions for particular Web3 Ecosystem Services, which are described in further detail in their respective Terms, User Agreements, and/or Rules.  

8.5 User Acknowledgement. While using the Web3 Ecosystem Services, you agree and acknowledge the possibility of discontinuation and disruption of the Services. You further acknowledge and agree that OKX will not be liable for any Losses.

You agree and accept that many circumstances may lead to abnormal transactions, market interruptions, and other possible abnormal circumstances. OKX reserves the right to refuse to execute your instructions based on actual circumstances. You understand and agree that OKX shall not be liable for any and all of Your Losses.

8.6 No Specific Loss Determination. As OKX provides standardized Web3 Ecosystem Services, we are unable to reasonably predict the Losses that may be incurred by specific Users arising from OKX’s defaults. OKX does not charge additional fees for benefits you may obtain from using our Services. Therefore, you agree that, to the extent permitted by Applicable Laws, OKX shall not be responsible for any Losses however generated or created, in connection with or arising from these Terms; as a result of using OKX’s Web3 Ecosystem Services, or any and all information, content, materials, products (including software) contained in or otherwise provided by OKX to you; or the purchase and use of any products or Services, even if you were notified in advance of the possibility of these Losses.

8.7 Reasonable Efforts. If OKX’s Site or system crashes or cannot be normally used due to a Force Majeure event or other uncontrollable reasons, and as a result, a transaction cannot be completed or relevant information and records are lost, OKX may make reasonable efforts to assist in handling these circumstances. You agree to bear any and all Losses caused by the above circumstances, and OKX shall not be liable to you for any Losses.

9. COMPLIANCE WITH APPLICABLE LAWS

9.1 Compliance with Applicable Laws. You agree to comply with all Applicable Laws. When using our Web3 Ecosystem Services, you acknowledge that your actions are in a legal and proper manner and your sources of Digital Assets are not from illegal activities. We may at our discretion or in coordination with local law enforcement authorities seize, restrict or close-out your account, fiat currency and Digital Assets as well as report you to any legal or government authority.

9.2 Compliance with KYC Principles and Anti-Money Laundering Regulations. You must pay special attention to your local anti-money laundering regulations. Failure to do so may place you and/or your assets at risk. We are committed to providing you with safe, compliant, and reputable Services. Thus, we may also require a comprehensive and thorough due diligence review process as well as any implementation processes, ongoing analysis, and reporting. This may include but is not limited to monitoring for any suspicious transactions as well as mandatory reporting to relevant local and international regulators. You agree to allow OKX to collect certain information and documentation on file in order to adhere to Applicable Laws. Please note that this right will extend beyond termination of your relationship with OKX, including the abandonment of your Account and/or wallet or any other related applications.

10. PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use, and share your information.

11. NOTICES

11.1 Form of Notice. Any notices provided to you will be made through electronic mail unless otherwise instructed, including the delivery of any updates to these Terms, or any new or updated agreements, rules, announcements or other notices. Notices may be delivered to you by OKX announcements, Site letters, emails, and mobile phone text messages electronically or by other physical methods.

11.2 Delivery Date. Notices will be deemed to have been delivered to you on the sent date for all electronic notices, and on the third calendar day after mailing for all other forms of notices. If you fail to receive such notice on the date when the foregoing notice was deemed to be delivered due to reasons not attributable to OKX (including but not limited to inaccurate or invalid email address, mobile phone number or contact address; information transmission failure; or other reasons), OKX shall not assume any liability for any Losses.

11.3 Language. Notices shall generally be in English unless otherwise instructed. If there are any discrepancies between the English language version of the Terms or any such communications and any translation of the Terms or such communications (as applicable) in a foreign language, the English version shall prevail.

12. INDEMNIFICATION

12.1 General. You hereby release OKX and its affiliates from liability for any and all Losses, and you shall indemnify, defend, and hold harmless us, our affiliates, and our and their respective agents (if any), employees, officers, directors, affiliates, subsidiaries and successors (each an “Indemnified Party”) from and against, and must pay the Indemnified Party on demand for, all Losses relating to any third-party claims relating to or in connection with your use of the OKX Web3 Ecosystem Services, your breach of these Terms, or your User Content. For clarity, if OKX or any Indemnified Party suffers any Losses as a result of your breach of the Terms, you shall be liable for compensation of all Losses.

12.2 Interest. You agree to pay interest on any amounts with respect to which you are required to indemnify any person under this section or otherwise under these Terms from the date of demand until the date of receipt by that person in full of such amounts and the interest (both before and after judgment) at the rate of interest to be reasonably determined by OKX at that time.

12.3 Further Cooperation. If OKX requests, you also must do the following: (a) appear and defend, at your own cost, any action which may be brought against OKX in connection with or relating to these Terms; and (b) sign any document OKX reasonably requires to give further effect to this section.

12.4 Application of Indemnification. You agree that the provisions of this section: (a) shall continue in full force and effect relating to any instructions we receive before we give you notice that we will not accept further instructions; and (b) are unconditional, irrevocable, and survive termination of all matters and dealings between you and OKX and are not impaired or hindered by any act, omission, matter or thing that may discharge or impair the indemnification, but for this clause.

13. LIMITATIONS OF LIABILITY

13.1 LIMITATION OF LIABILITY. OKX’s aggregate liability in connection with these OKX Web3 Ecosystem Terms shall not exceed the greater of (a) $100 US dollars or (b) the fees OKX received from you in the 12 months immediately preceding the event giving rise to the liability. EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL OKX, OUR AFFILIATES, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR OKX PRODUCTS AND MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM OKX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE IN PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS, FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OKX’S DOCUMENTATION, RECORDS, OR SERVICES. Please note that some jurisdictions may not allow these exclusions or limitations of liability for incidental or consequential damages, and thus, these provisions may not apply to all Users.

13.2 No Warranties. OKX does notmake any warranties regarding the following:

• OKX’s WEB3 ECOSYSTEM Services will satisfy the needs of the Users;
• OKX’s WEB3 ECOSYSTEM Services will be uninterrupted or without any faults, provided in a timely manner, or free from errors;
• Any products, services, information, or other materials purchased or obtained by Users through OKX’s WEB3 ECOSYSTEM Services will meet the Users’ expectations;
• All information, programs, texts, data, and other materials contained in OKX’s Services are completely safe and free from interference and/or damage by any malicious programs such as but not limited to viruses and Trojan horses;
• All calculations of trading results are verified by OKX, and the corresponding calculation methods will be published on the platform, but OKX makes no warranties that its calculations will be free from errors or interference.

13.3 OKX’s Right of Refusal to Compensate. You acknowledge and agree that OKX has the right to refuse to compensate you for the following situations:

• OKX reasonably believes that your behavior on the Site may involve any illegal or unethical behavior;
• You unreasonably or incorrectly believe that the loss is caused by OKX;
• Any other losses not caused by or attributed to OKX.

13.4 Intentional and Gross Negligence. OKX is only liable for damages to the User in the case of intentional and gross negligence.

13.5 Other Limitations of Liability. To the maximum extent permitted by Applicable Laws, OKX is only liable in the following situations:

• In the case of negligence, OKX is only liable for breach of material contractual obligations (material obligations means obligations that must be performed; otherwise, the purpose of the contract cannot be fulfilled and are usually relied upon by you for performance);
• Except for intentional breach of contract, OKX’s liability is limited to the amount of damages normally foreseeable at the time of the conclusion of these Terms. You are obligated to inform OKX of the relevant special risks, atypical potential damages, and subsequent potential abnormal or additional Losses.

13.6 No Fiduciary Duties. You understand and agree that the relationship between you and us; any actions contemplated by these Terms; or any other matter does not give rise to any fiduciary, trustee, or equitable duties on our part in your favor, even where we may have better knowledge of the general market or of any particular transaction.

Furthermore, there are no duties that would oblige us to accept responsibilities that are more extensive than those set out in these Terms or which prevent or hinder us from carrying out any of the actions contemplated in these Terms.

13.7No Financial Advice.  OKX is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using OKX Services. No communication or information provided to you by OKX is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, all trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. OKX does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. OKX will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by OKX.

14. GOVERNING LAW

14.1 General. These OKX Web3 Ecosystem Terms, your use of the OKX Web3 Ecosystem Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of these OKX Web3 Ecosystem 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.

14.2 FOR US CUSTOMERS ONLY. These OKX Web3 Ecosystem Terms and your use of the OKX Web3 Ecosystem Service(s) will be governed by and construed in accordance with the laws and regulations of the State of Delaware of U.S.. The foregoing applicable law provision shall not apply to Section 15.10 below, which shall be governed by the Federal Arbitration Act. You agree that any action at law pursued by you and arising out of or relating to these OKX Web3 Ecosystem Terms not subject to arbitration (as set forth below) will be filed only in the state or federal courts in San Francisco, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any non-arbitrable suit, action or proceeding arising out of these OKX Web3 Ecosystem Terms.

15. JURISDICTION AND DISPUTE RESOLUTION

15.1 Dispute Resolution Method. You acknowledge and agree that in the event of any 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 at that time.

15.2 Arbitration Rules and Jurisdiction. 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 15.1, 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”).  The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.

15.3 Arbitration Seats and Language. 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. Any arbitration proceedings shall be conducted in the English language.

15.4 Limited Discovery. 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.

15.5 Final and Binding Nature. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

15.6No Class Action or Litigation. You agree to resolve any and all disputes with OKX on an individual basis through arbitration instead of as part of any class action or representative litigation.

15.7 Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

15.8 Waiver of Jury Trial. UNDER APPLICABLE LAWS, YOU AND OKX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and OKX are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.9 30-Day Right to Opt Out.  You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out via e-email to the following address:  support@OKX.com, within 30 days after first becoming subject to this Arbitration Agreement. Notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.10 FOR US CUSTOMERS ONLY. You and OKX agree to arbitrate any dispute arising from these OKX Web3 Ecosystem Terms or relating to the OKX Web3 Ecosystem Service(s), except that you and OKX are not required to arbitrate any dispute in which either party exclusively seeks relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. You and OKX agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration and that, in the event that the dispute is not informally resolved, the dispute will be submitted to binding arbitration governed by the Federal Arbitration Act and administered by JAMS (see www.jamsadr.com). The JAMS arbitration shall be conducted in San Francisco, California (or any JAMS Resolution Center which you and the applicable Party agree) before a single JAMS arbitrator, who shall be a retired judicial officer. The JAMS Streamlined Arbitration Rules & Procedures, as modified by these OKX Web3 Ecosystem Terms, shall apply. Dispositive motions will be allowed, and the arbitrator must follow these OKX Web3 Ecosystem Terms, and will have the same power to award damages and relief as a court (including fees), and will issue a binding written decision, which can be enforced by entry of judgment by any court of competent jurisdiction. You agree and understand that, absent this mandatory arbitration provision, you and OKX have the right to sue in court and have a jury trial, and further understand that, in some instances, the costs of arbitration may exceed the costs of litigation, and the right to discovery may be more limited in arbitration than in court. If arbitration before JAMS is unavailable or impossible for any valid reason, such arbitration will be conducted by, and according to the rules and regulations then in effect of the American Arbitration Association (“AAA”). The foregoing arbitration provision shall not apply to OKX’s efforts to collect any outstanding amounts pursuant to these OKX Web3 Ecosystem Terms. In the event that OKX seeks collection of any debit balance or outstanding amounts pursuant to these OKX Web3 Ecosystem Terms, any such legal action may be brought by OKX in the state or federal courts in San Francisco, California, and you submit to the jurisdiction and venue of this court and waive forum non conveniens.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AGREE TO BRING ANY CLAIMS ARISING FROM THESE OKX WEB3 ECOSYSTEM TERMS OR RELATING TO THE OKX WEB3 ECOSYSTEM SERVICE(S) ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. OKX MAY, IN ITS SOLE DISCRETION, SEEK TO CONSOLIDATE INDIVIDUAL CLAIMS IN A SINGLE ARBITRATION PROCEEDING BEFORE A SINGLE ARBITRATOR PURSUANT TO APPLICABLE JAMS RULES AND PROCEDURES (OR EQUIVALENT RULES AND PROCEDURES OF AAA). YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE OKX WEB3 ECOSYSTEM TERMS, YOU ARE WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

16. GENERAL PROVISIONS

 

16.1 Acceptance of all Terms and Conditions. By using the OKX Web3 Ecosystem Services (or any subcomponent thereof), you agree that you have read, understood and accepted these OKX Web3 Ecosystem Terms and all relevant transactions and operational rules in connection with the OKX Web3 Ecosystem Services, and you agree to be legally bound by the terms and conditions hereof. OKX reserves the right to change or modify these OKX Web3 Ecosystem Terms at any time at its sole discretion and will provide notice of such changes by posting the revised OKX Web3 Ecosystem Terms on the Site and changing the “Last Updated” date herein. Please also carefully read all terms of service, privacy policy(-ies), and relevant transactional and operational rules (as amended from time to time) published on the Third Party Platforms. Use of the OKX Web3 Ecosystem Services is only allowed after you have read, understood and agreed to all relevant rules.

16.2 Severability. If any provisions of these OKX Web3 Ecosystem 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 thereby.  If, however, any provision of these OKX Web3 Ecosystem 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 OKX Web3 Ecosystem Terms, or the validity, legality, or enforceability of such provision in any other jurisdiction.

16.3 Assignment. You may not assign these Terms in whole or in part without OKX’s prior written consent. Neither OKX’s approval of a third party nor Your use of a third party shall relieve You from responsibility under these Terms. You shall be fully responsible for any and all acts and omission of such third parties, which will be deemed to be Your acts and omissions under these OKX Web3 Ecosystem Terms.   OKX has right to transfer, novate or assign any rights or obligations under these OKX Web3 Ecosystem Terms by serving written notice on you, which takes effect upon the delivery of such notice.

16.4 Complete Understanding. These Terms set forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any other document provided to OKX which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon the Parties. You represent and warrant that all information disclosed to OKX in connection with these Terms are true, accurate, and complete.

16.5 Modification. We reserve the right to change or modify the terms and conditions contained in the Terms, including but not limited to any policy or guideline of the platform, at any time and at our sole discretion. We may provide notice of these changes by posting the revised Terms and changing the "Last updated" date at the top of the Terms, or by emailing Users at their provided email addresses, or by any other means as determined by us at our sole discretion. Any changes or modifications will be effective immediately upon posting the revisions to the Site or at the instant that we transmit the information. These changes will apply at that instant to all then current and subsequent use of or access to the Services. You waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this platform acts as acceptance of such changes or modifications. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your access to, and use of, the Services.

16.6 Feedback. If You have any complaints, feedback, or questions, please contact our Customer Service at support@OKX.com. When you contact us, please provide us with your name and email address and any other information we may need to identify you, and the transaction that you have feedback, questions, or complaints about.

16.7 Electronic Communications. Communications between you and OKX use electronic means, whether made via the Site or Services or sent via e-mail, or whether OKX posts notices on the Site or Services. For contractual purposes, you (1) consent to receive communications from OKX in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that OKX provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

16.8 OKX has the sole and final discretion of interpretation of these Terms.

 

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 9 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS. SECTION 9 SETS FORTH A PROCEDURE TO OPT OUT OF SUCH ARBITRATION.

 

OKX Web3 Wallet Services User Agreement

 

This OKX Web3 Wallet User Agreement (“OKX Web3 Wallet Agreement”) constitutes the Agreement between: you (“User” or “you”) and the service provider set out as below (“we”, “us”, “our” or “OKX”), and any of our affiliates regarding your use of the OKX Web3 Wallet Services (collectively, the “OKX Web3 Wallet Services”).

• OKX Technology Inc., a U.S. Delaware registered company, for Users who are a resident of United States;
• OKX Technology Services Pte. Ltd., a Singapore registered company, for all other Users eligible to access and use the OKX Web3 Wallet Agreement.

By using our OKX Web3 Wallet Services, you confirm that you have read, understood, and accepted this Agreement and any and all other rules or policies, and you shall be legally bound by any and all of these terms and conditions regardless of your location, nationality, and/or Service(s) used. If you do not agree to be bound by this Agreement, do not access or use the OKX Web3 Wallet Services.

Please note that the OKX Web3 Wallet Services is considered part of our general “Services” as defined in our OKX web3 Ecosystem Terms of Service. Our OKX Web3 Ecosystem Terms of Service are incorporated by reference throughout this OKX Web3 Wallet Services User Agreement and also govern your use of and access to our OKX Web3 Wallet Services. If there are any conflicts or contradictions between this OKX Web3 Wallet Services User Agreement and our OKX Web3 Ecosystem Terms of Service, the OKX Web3 Wallet Services User Agreement shall supersede and control only for the OKX Web3 Wallet Services.

1. OKX WEB3 WALLET SERVICES

2. SERVICE FEES

2.1 Gas Fees. During the course of your access and use of the OKX Web3 Wallet Services, you may incur various gas fees. Gas fees generated on any Third Party Platform under these OKX Web3 Wallet Services will be paid by you.

2.2 Third Party Protocol Fees. There may also be other third party protocol fees that arise during your access and use of the OKX Web3 Wallet Services, including but not limited to your transfer of Digital Assets, NFTs and/or other digital collectibles. You are solely responsible for paying any and all of these third party protocol fees that may arise.

2.3 Service Fees. Please note that OKX does not currently charge any Service Fees, but we reserve the right to charge you Service Fees in the future. OKX may charge you certain fees (“Service Fees”) for providing the OKX Web3 Wallet Services to you. The Service Fees may be a percentage of your transaction amount through the OKX Web3 Wallet Services. OKX may deduct the applicable Service Fees from your transaction amount as payment for your OKX Web3 Wallet Services use.

3. OWNERSHIP RIGHTS

 

3.1 General. The OKX Web3 Wallet Services may provide Users the ability to exchange certain Digital Assets through a variety of Third Party Blockchains.

 

3.2 Limited Right to Use. OKX does not claim any ownership rights in any content that you provide to be made available through the OKX Web3 Wallet Services (“User Content”). You agree that you own and have all rights, title and interest, including all intellectual property rights, in any User Content you provide to us. You hereby grant OKX a worldwide, royalty-free license to use, copy and display any User Content that you upload, submit, store and/or send on or through your access or use of the OKX Web3 Wallet Services (which may include any extension regarding creation or use that you may have agreed to).

3.3 Intellectual Property Rights. OKX will take down works in response to the U.S. Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a User's access to the OKX Web3 Wallet Service if the User is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please fill out our form here or you may submit written notice to our designated copyright agent at: support@okx.com.

For us to process your infringement claim regarding content on the OKX Web3 Wallet Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder.  Any notice must include:

• Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
• Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the OKX Web3 Wallet Service of the material claimed to be infringing, so that we may locate the material;
• Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
• A declaration that contains all of the following:
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
• A statement that the information in the notice is accurate; and
• A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
• Your physical or electronic signature (of your full legal name).

Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on OKX and can also contact you to resolve any dispute.

 

4. OKX WEB3 WALLET ADDITIONAL RISK DISCLOSURES

 

4.1 No Guarantee of Specific Timing. You understand and agree that when you redeem or access your Digital Assets, the time it actually takes for you to receive the Digital Assets in your OKX Web3 Wallet may vary, and the Digital Assets received and displayed on the OKX Web3 Wallet shall be final. OKX is not liable for any Losses as a result of the aforementioned.

 

4.2 Limitation of Aggregate Liability. You understand and agree that OKX’s aggregate liability shall not exceed the Service Fees OKX received from you.

 

4.3 Amendment of the OKX Web3 Wallet User Agreement. You understand and agree that OKX reserves the right to amend the content of this OKX Web3 Wallet Agreement at any time in its sole discretion. OKX shall not be liable for any Losses arising from your misunderstanding of this OKX Web3 Wallet User Agreement or your delay of reading any amendments or updates to this OKX Web3 Wallet User Agreement.

 

4.4 Wrong Address. OKX is not responsible for any Losses resulting from sending Digital Assets to the wrong address(es). You shall ensure your deposit of your Digital Assets are to the right address designated by OKX to receive your Digital Assets to be transferred to the Third Party Blockchain through your use of the OKX Web3 Wallet Services. You shall provide a correct address of your wallet that you use to receive your Digital Assets to be transferred from the Third Party Blockchain through use of the OKX Web3 Wallet Service. OKX shall not be liable for any and all Losses resulting from your own fault or error, including but not limited to: you providing an incorrect address of your wallet or other address for receiving Digital Assets, or you transferring your assets to a wrong address.

 

4.5 User Fault or Error. You agree that you shall bear any and all Losses resulting from your own fault or error, including but not limited to: not being in accordance with the transaction prompts operation, not conducting timely transactions on the OKX Web3 Wallet, transferring your Digital Assets to a wrong Third Party Blockchain or wrong address, forgetting or leakage of Passwords and/or Private Keys, cracked Passwords, your computer being invaded or hacked by others, and/or entering into the wrong address to transfer or receive Digital Assets.

 

4.6 Third Party Content and Services. You understand and agree that when you use the OKX Web3 Wallet Services, you may access and use Third Party Blockchains. OKX shall not be liable for any and all Losses caused by your use of or access to Third Party Blockchains. You understand and agree to OKX’s grant of access to any and all Third Party Blockchains. OKX merely provides project display, revenue distribution, and other related services. OKX shall not be liable for any Losses incurred as a result of contract vulnerabilities; hacking incidents; suspension, discontinuation, or termination of business; bankruptcy; abnormal suspension; or cessation of Third Party Blockchain operations or other potential risks. Furthermore, you agree to bear any and all Losses you may suffer as a result of the aforementioned risks. If you suffer any Losses as a result of the aforementioned risks, you understand and agree that any Digital Assets that may be stored on your wallet, including any NFTs or other digital collectibles, may be permanently lost.

 

The OKX Web3 Wallet Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). Any links of Third-Party Websites in OKX Services do not mean that OKX endorses any products, services, information and disclaimers provided therein, and OKX does not guarantee the accuracy of the information contained therein. When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our OKX Web3 Wallet Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of OKX, and may be “open” applications for which no recourse is possible. OKX is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. OKX provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk. OKX shall not be liable for any Losses caused by your use of such third party products and services on Third-Party Websites and Third-Party Applications. OKX and each Third-Party Website and Third-Party Application are independent legal entities, and this OKX Web3 Wallet Agreement shall not constitute any form of agency, partnership or cooperative relationship between the parties. OKX and each Third-Party Website and Third-Party Application shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

 

4.7 Third Party Platform Malfunctions. You understand and agree that if the OKX platform or the Third Party Platforms cannot properly function or the OKX Web3 Wallet Services are interrupted because of the following conditions, and you are unable to use the OKX Web3 Wallet Services 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 and/or unexpected circumstances, OKX shall not be liable for any Losses. These circumstances include but are not limited to:

 

• Third Party Platform suspends, discontinues, and/or terminates its business; closes down; and/or abnormally suspends or terminates trading services;
• Service suspension due to maintenance as announced by the Third Party Platform;
• Force Majeure event(s) that lead to the suspension of the Third Party Platform;
• Third Party Platform’s service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure arising from government regulations; etc.;
• Third Party Platform’s service interruption or delay caused by its computer system being damaged, damaged, defective, or unable to normally perform;
• Losses arising from technical problems that cannot be predicted or solved by existing technology in the industry;
• Losses you or other third parties suffer that arise from the fault or delay of the third party;
• Losses you or other third parties suffer that arise from changes in laws, regulations, and/or government orders;
• Losses you or other third parties suffer that arise from Force Majeure events caused by unforeseeable, unavoidable, and/or unsolvable objective circumstances.

 

You understand and agree that the forementioned reasons may lead to abnormal transactions, market interruptions, and other possible abnormal circumstances. You also appreciate that the risk disclosure statement herein is not and cannot be comprehensive or exhaustive. OKX may refuse to execute your commands based on the actual circumstances. Furthermore, you understand and agree that OKX shall not be liable for any Losses arising from or related to any of the forementioned circumstances.

 

4.8 Losses Based on Your Lack of Eligibility. You understand and accept that OKX shall not be liable for any Losses caused by any risks relating to your eligibility to access or use our OKX Web3 Wallet Services.

 

5. PROHIBITED PRACTICES

 

5.1 No Unfair Trading Practices. You understand and agree that OKX strictly prohibits unfair trading practices. OKX reserves the right to refuse to provide you our OKX Web3 Wallet Services, if you perform or are reasonably suspected to be performing the following actions when accessing or using our OKX Web3 Wallet Services:

 

• Price manipulation or any other malicious market behaviors;
• Harming OKX or other Users through loopholes or other types of flaws or vulnerabilities on OKX Web3 Wallet Services or other unreasonable and/or illegal means;
• Violation or attempt to violate another user’s legal rights (including but not limited to their privacy and intellectual property rights);
• Participation in any activities that OKX regards as harmful to the market and/or its OKX Web3 Wallet Services;
• Violation of any laws or regulations.

 

5.2 OKX’s Rights. In order to minimize and/or eliminate any adverse effects on the overall market, OKX reserves the right to take the following measures at its sole discretion, including contacting and cooperating with relevant legal and/or regulatory authorities. You understand and agree that OKX shall not be liable for any Losses that you may incur as a result of the above measures.

 

6. WARRANTIES

6.1GENERAL. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY OKX, OKX AND ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND. OKX AND ITS OKX WEB3 WALLET SERVICES, THE CONTENT CONTAINED THEREIN, AND DIGITAL ASSETS LISTED THEREIN ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDLESS OF LOCATION, AND WITHOUT LIMITING THE GENERAL PURPOSE OF THE FOREGOING.

6.2WALLET TRANSACTIONS. ANY AND ALL DIGITAL ASSETS, NFTS OR DIGITAL COLLECTIBLES THAT ARE PURCHASED, TRANSFERRED, OR EXCHANGED THROUGH THE SERVICES ARE DONE SO ON AN “AS IS” BASIS. OKX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE NFTS OR DIGITAL COLLECTIBLES OR OTHER DIGITAL ASSETS.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

You will indemnify, defend, and hold harmless OKX, our affiliates, and our and their respective officers, directors, employees, and agents from and against any Losses relating to or in connection with any third party claim relating to your use of the OKX Web3 Wallet Services, your breach of this OKX Web3 Wallet Agreement, or your User Content.

 

OKX’s aggregate liability in connection with this OKX Web3 Wallet Agreement shall not exceed the greater of (a) $100 US dollars or (b) the Service Fees OKX received from you.

OKX WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT OR ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF OKX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. GOVERNING LAW

8.1 General. This OKX Web3 Wallet Agreement, your use of the OKX Web3 Wallet Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this OKX Web3 Wallet 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.

8.2 FOR US CUSTOMERS ONLY. This OKX Web3 Wallet Agreement and your use of the OKX Web3 Wallet Services will be governed by and construed in accordance with the laws and regulations of the State of Delaware of U.S.. The foregoing applicable law provision shall not apply to Section 9.10 below, which shall be governed by the Federal Arbitration Act. You agree that any action at law pursued by you and arising out of or relating to this OKX Web3 Wallet Agreement not subject to arbitration (as set forth below) will be filed only in the state or federal courts in San Francisco, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such court over any non-arbitrable suit, action or proceeding arising out of this OKX Web3 Wallet Agreement.

9. JURISDICTION AND DISPUTE RESOLUTION

9.1 Dispute Resolution Method. You acknowledge and agree that in the event of any 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 at that time.

9.2 Arbitration Rules and Jurisdiction. 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 9.1, 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”).  The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.

9.3 Arbitration Seats and Language. 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. Any arbitration proceedings shall be conducted in the English language.

9.4 Limited Discovery. 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.

9.5 Final and Binding Nature. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

9.6No Class Action or Litigation. You agree to resolve any and all disputes with OKX on an individual basis through arbitration instead of as part of any class action or representative litigation.

9.7 Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

9.8 Waiver of Jury Trial. UNDER APPLICABLE LAWS, YOU AND OKX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and OKX are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.9 30-Day Right to Opt Out.  You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out via e-email to the following address:  support@OKX.com, within 30 days after first becoming subject to this Arbitration Agreement. Notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

9.10 FOR US CUSTOMERS ONLY. You and OKX agree to arbitrate any dispute arising from this OKX Web3 Wallet Agreement or relating to the OKX Web3 Wallet Services, except that you and OKX are not required to arbitrate any dispute in which either party exclusively seeks relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. You and OKX agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration and that, in the event that the dispute is not informally resolved, the dispute will be submitted to binding arbitration governed by the Federal Arbitration Act and administered by JAMS (see www.jamsadr.com). The JAMS arbitration shall be conducted in San Francisco, California (or any JAMS Resolution Center which you and the applicable Party agree) before a single JAMS arbitrator, who shall be a retired judicial officer. The JAMS Streamlined Arbitration Rules & Procedures, as modified by this OKX Web3 Wallet Agreement, shall apply. Dispositive motions will be allowed, and the arbitrator must follow this OKX Web3 Wallet Agreement, and will have the same power to award damages and relief as a court (including fees), and will issue a binding written decision, which can be enforced by entry of judgment by any court of competent jurisdiction. You agree and understand that, absent this mandatory arbitration provision, you and OKX have the right to sue in court and have a jury trial, and further understand that, in some instances, the costs of arbitration may exceed the costs of litigation, and the right to discovery may be more limited in arbitration than in court. If arbitration before JAMS is unavailable or impossible for any valid reason, such arbitration will be conducted by, and according to the rules and regulations then in effect of the American Arbitration Association (“AAA”). The foregoing arbitration provision shall not apply to OKX’s efforts to collect any outstanding amounts pursuant to this OKX Web3 Wallet Agreement. In the event that OKX seeks collection of any debit balance or outstanding amounts pursuant to this OKX Web3 Wallet Agreement, any such legal action may be brought by OKX in the state or federal courts in San Francisco, California, and you submit to the jurisdiction and venue of this court and waive forum non conveniens.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AGREE TO BRING ANY CLAIMS ARISING FROM THIS OKX WEB3 WALLET AGREEMENT OR RELATING TO THE OKX WEB3 WALLET SERVICES ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. OKX MAY, IN ITS SOLE DISCRETION, SEEK TO CONSOLIDATE INDIVIDUAL CLAIMS IN A SINGLE ARBITRATION PROCEEDING BEFORE A SINGLE ARBITRATOR PURSUANT TO APPLICABLE JAMS RULES AND PROCEDURES (OR EQUIVALENT RULES AND PROCEDURES OF AAA). YOU ACKNOWLEDGE THAT, BY AGREEING TO THIS OKX WEB3 WALLET AGREEMENT, YOU ARE WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

 

10. GENERAL PROVISIONS

10.1 Acceptance of All Terms and Conditions. By using the OKX WEB3 WALLET Services, you agree that you have read, understood and accepted this OKX WEB3 WALLET User Agreement and all relevant transactions and operational rules in connection with the OKX WEB3 WALLET Services, and you agree to be legally bound by the terms and conditions hereof. OKX reserves the right to change or modify this OKX WEB3 WALLET User Agreement at any time at its sole discretion and will provide notice of such changes by posting the revised OKX WEB3 WALLET User Agreement on the Site and changing the “Last Updated” date herein. If you do not accept the revised OKX Web3 Wallet Agreement, you will stop using the OKX Web3 Wallet Services.

Please also carefully read all terms of service, privacy policy, and relevant transactional and operational rules (as amended from time to time) published on the Third Party Platforms. Use of the OKX WEB3 WALLET Services is only allowed after you have read, understood, and agreed to all relevant rules.

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 9 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS. SECTION 9 SETS FORTH A PROCEDURE TO OPT OUT OF SUCH ARBITRATION.

 

OKX Web3 Trade User Agreement

 

This OKX Web3 Trade User Agreement (“OKX Web3 Trade Agreement”) constitutes the Agreement between: you (“User” or “you”) and the service provider set out as below (“we”, “us” or “our” or “OKX”), and any of our affiliates regarding your use of the OKX Web3 Trade Services (collectively, the “OKX Web3 Trade Services”).

• OKX Technology Inc., a U.S. Delaware registered company, for Users who are a resident of United States;
• OKX Technology Services Pte. Ltd., a Singapore registered company, for all other Users eligible to access and use the OKX Web3 Trade Services.

By using our OKX Web3 Trade Services, you confirm that you have read, understood and accepted this Agreement and any and all other rules or policies, and you shall be legally bound by any and all of these terms and conditions regardless of your location, nationality, and/or Service(s) used. If you do not agree to be bound by this Agreement, do not access or use the OKX Web3 Trade Services.

 

Please note that the OKX Web3 Trade is considered part of our general “Web3 Ecosystem Services” as defined in our OKX web3 Ecosystem Terms of Service. Our OKX web3 Ecosystem Terms of Service are incorporated by reference throughout this OKX Web3 Trade User Agreement and also govern your use of and access to our OKX Web3 Trade Services. If there are any conflicts or contradictions between this OKX Web3 Trade User Agreement and our web3 Ecosystem Terms of Service, the OKX Web3 Trade User Agreement shall supersede and control only for the OKX Web3 Trade Services.

 

1. OKX WEB3 TRADE SERVICES

 

1.1 OKX Web3 Trade Services. The OKX Web3 Trade Services consist of an aggregator that allows Users to swap certain Digital Assets through a variety of blockchain networks (“Third Party Blockchains”). However, OKX merely provides an online transactional platform, and is not a party to any OKX Web3 Trade transactions.

 

1.2 Transaction Times. Transaction times for any transactions that You make through your use of the OKX Web3 Trade Service will depend on actual blockchain network confirmation time of that particular blockchain.

 

1.3 Use of Digital Wallet Is Required. In order to use the OKX Web3 Trade Service, you may have to connect a digital wallet such as an OKX Web3 Wallet. You are solely responsible for any Losses that may arise from your use of your digital wallet through the course of the OKX Web3 Trade Services. Your digital wallet is not accessible to OKX, and we will not keep or maintain your files, passwords, Mnemonic Phrases, and/or Private Keys for your wallet.

Additionally, because OKX may not access your digital wallet, OKX is not responsible, and you are responsible, for any transactions executed by or involving your digital wallet, regardless of whether you approved such transactions.

1.4 Password and Private Key. Digital wallets may have various decentralized characteristics of blockchain technology. These decentralized services are different from banking financial institutions. You understand and accept that OKX is not responsible for the following: storage of your security Password (which is the Password you set when you create or import your wallet); Private Key and Mnemonic Phrase; retrieval of your security Password, Private Key or Mnemonic Phrase; freezing of your wallet, reports of lost wallet; restoration of your wallet; or other actions required to maintain or access your wallet. Please keep all of these safe as your inability to access these will prevent you from accessing your wallet and any Digital Assets or other funds you may have.

1.5 Featured Listings. The Digital Assets that appear on our OKX Web3 Trade Services featured listings is determined by various factors, including but not limited to their ranking on industry-recognized Digital Asset data analysis platforms such as coingecko.com, a Digital Assets’ performance on the OKX Web3 Trade Services, and OKX’s policies regarding the featured listings. You understand and accept that we do not endorse or promote any Digital Assets through any of the featured listings. We have the right to add, change, update or remove any Digital Assets from any of the featured listings or the OKX Web3 Trade Services at our sole discretion.

1.6 Purpose and Legality of Use. You agree that you shall use the OKX Web3 Trade platform and the Services for legitimate purposes only, and you shall not use the OKX Web3 Trade Services as a medium of noncompliance to Applicable Laws. You represent that the source of the Digital Assets deposited into your wallet is legal. You also agree to abide by all rules, terms, and any other notices or relevant agreements published and updated by OKX from time to time, including announcements, procedural instructions, risk disclosures, and other rules and terms.

1.7 Prototype. You agree and accept that OKX Web3 Trade is an early version of the product and not yet fully audited. OKX is not responsible for any Losses you may experience, nor is OKX under any obligation to compensate or indemnify any lost Digital Assets to You, in connection with use of any such prototype products or services.

2. SERVICE FEES

 

2.1 Gas Fees. During the course of your access and use of the OKX Web3 Trade Services, you may incur various gas fees. Gas fees generated on any Third Party Blockchains under these OKX Web3 Trade Services will be paid by you.

 

2.2 Third Party Protocol Fees. There may also be other third party protocol fees that arise during your access and use of the OKX Web3 Trade Services, including but not limited to your transfer of Digital Assets, NFTs and/or other digital collectibles. You are solely responsible for paying any and all of these third party protocol fees that may arise.

 

2.3 Service Fees. Please note that OKX does not currently charge any Service Fees, but we reserve the right to charge you Service Fees in the future. OKX may also charge you certain fees (“Service Fees”) for providing the OKX Web3 Trade Services to you. The Service Fees may be a percentage of your transaction amount through the OKX Web3 Trade Services. OKX will deduct the applicable Service Fees from your transaction amount as payment for your OKX Web3 Trade Services use.

 

3. OWNERSHIP RIGHTS

 

3.1 General. OKX Web3 Trade Services may provide Users the ability to exchange certain Digital Assets through a variety of Third Party Blockchains.

 

3.2 Limited Right to Use. OKX does not claim any ownership rights in any content that you provide to be made available through the OKX Web3 Trade Services (“User Content”). You agree that you own and have all rights, title and interest, including all intellectual property rights, in any User Content you provide to us. You hereby grant OKX a worldwide, royalty-free license to use, copy and display any User Content that you upload, submit, store and/or send on or through your access and use of the OKX Web3 Trade Services (which may include any rights regarding creation or use that you have agreed to).

3.3 Intellectual Property Rights. OKX will take down works in response to the U.S. Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a User's access to the OKX Web3 Trade Service if the User is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please fill out our form here or you may submit written notice to our designated copyright agent at: support@okx.com.

For us to process your infringement claim regarding content on the OKX Web3 Trade Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder.  Any notice must include:

• Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
• Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the OKX Web3 Trade Service of the material claimed to be infringing, so that we may locate the material;
• Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
• A declaration that contains all of the following:
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
• A statement that the information in the notice is accurate; and
• A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
• Your physical or electronic signature (of your full legal name).

Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on OKX and can also contact you to resolve any dispute.

4. OKX WEB3 TRADE ADDITIONAL RISK DISCLOSURES

 

4.1 No Guarantee of Specific Timing. You understand and agree that when you redeem or access your Digital Assets, the time it actually takes for you to receive the Digital Assets into your digital wallet may vary, and the Digital Assets received and displayed on your digital wallet shall be final. OKX is not liable for any Losses as a result of the forementioned.

4.2 Limitation of Aggregate Liability. You understand and agree that OKX’s aggregate liability shall not exceed the Service Fees OKX received from you.

4.3 Amendment of the OKX Web3 Trade User Agreement. You understand and agree that OKX reserves the right to amend the content of this OKX Web3 Trade User Agreement at any time in its sole discretion. OKX shall not be liable for any Losses arising from your misunderstanding of the OKX Web3 Trade User Agreement or your delay of reading any amendments or updates to this OKX Web3 Trade User Agreement.

4.4 Wrong Address. OKX is not responsible for any Losses resulting from sending Digital Assets to the wrong address(es). You shall ensure your deposit of your Digital Assets are to the right address designated by OKX to receive your Digital Assets to be transferred to the Third Party Blockchain through your use of the OKX Web3 Trade Services. You shall provide a correct address of your wallet that you use to receive your Digital Assets to be transferred from the Third Party Blockchain through use of the OKX Web3 Trade Service. OKX shall not be liable for any and all Losses resulting from your own fault or error, including but not limited to: you providing an incorrect address of your wallet or other address for receiving Digital Assets, or you transferring your assets to a wrong address instead of the address designated by OKX.

 

4.5 User Fault or Error. You agree that you shall bear any and all Losses resulting from your own fault or error, including but not limited to: not being in accordance with the transaction prompts operation, not conducting timely transactions on the OKX Web3 Trade platform, transferring your Digital Assets to a wrong Third Party Blockchain or wrong address, forgetting or leakage of Passwords and/or Private Keys, cracked Passwords, your computer being invaded or hacked by others, and/or entering into the wrong address to transfer or receive Digital Assets.

 

4.6 Third Party Content and Services. You understand and agree that when you use the OKX Web3 Trade Services, you may access and use Third Party Blockchains. OKX shall not be liable for any and all Losses caused by your use of or access to Third Party Blockchains. You understand and agree to OKX’s grant of access to any and all Third Party Blockchains. OKX merely provides project display, revenue distribution, and other related services. OKX shall not be liable for any Losses incurred as a result of contract vulnerabilities; hacking incidents; suspension, discontinuation, or termination of business; bankruptcy; abnormal suspension; or cessation of Third Party Blockchain operations or other potential risks. Furthermore, you agree to bear any and all Losses you may suffer as a result of the aforementioned risks. If you suffer any Losses as a result of the aforementioned risks, you understand and agree that any Digital Assets that may be stored on your wallet, including any NFTs or other digital collectibles, may be permanently lost.

 

The OKX Web3 Trade Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). Any links of Third-Party Websites in OKX Services do not mean that OKX endorses any products, services, information and disclaimers provided therein, and OKX does not guarantee the accuracy of the information contained therein. When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our OKX Web3 Trade Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of OKX, and may be “open” applications for which no recourse is possible. OKX is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. OKX provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk. OKX shall not be liable for any Losses caused by your use of such third party products and services on Third-Party Websites and Third-Party Applications. OKX and each Third-Party Website and Third-Party Application are independent legal entities, and this OKX Web3 Trade Agreement shall not constitute any form of agency, partnership or cooperative relationship between the parties. OKX and each Third-Party Website and Third-Party Application shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

4.7 Third Party Blockchain Malfunctions. You understand and agree that if OKX or any Third Party Blockchain(s) cannot function properly or the OKX Web3 Trade Services are interrupted because of the following conditions, and you are unable to use the OKX Web3 Trade Services or cannot make commands or perform related OKX Web3 Trade operations or transactions, including without limitation, failure, delay, interruption, system lack of response, delayed system response, or any other abnormal and/or unexpected circumstances, OKX shall not be liable for any Losses. These circumstances include but are not limited to:

• Third Party Blockchain(s) suspends, discontinues, and/or terminates its business, closes down, and/or abnormally suspends or terminates the Services;
• Service suspension due to maintenance as announced by Third Party Blockchain;
• System fails to transmit data;
• Force Majeure event(s) that lead to the suspension of the third Party Blockchain;
• Third Party Blockchain’s service interruption or delay arising from hacking, computer viruses, technical adjustments or failure, website upgrades, banking issues, temporary closures arising from legal or government regulations; etc.;
• Third Party Blockchain’s service interruption or delay caused by its computer system being damaged, defective or unable to normally perform;
• Losses arising from technical problems that cannot be predicted or solved by existing technology in the industry;
• Losses you or other third parties suffer that arise from the fault or delay of the third party;
• Losses you or other third parties suffer that arise from changes in laws, regulations and/or government orders;
• Losses you or other third parties suffer that arise from Force Majeure events caused by unforeseeable, unavoidable, and/or unsolvable objective circumstances.

You understand and agree that the forementioned reasons may lead to abnormal transactions, market interruptions, and other possible abnormal circumstances. You also appreciate that the risk disclosure statement herein is not and cannot be comprehensive or exhaustive. OKX may refuse to execute your commands based on the actual circumstances. Furthermore, you understand and agree that OKX shall not be liable for any Losses arising from or related to any of the forementioned circumstances.

4.8 Losses Based on Your Lack of Eligibility. You understand and accept that OKX shall not be liable for any Losses caused by any risks relating to your eligibility to access or use our OKX Web3 Trade Services.

 

5. PROHIBITED PRACTICES

5.1 No Unfair Trading Practices. You understand and agree that OKX strictly prohibits unfair trading practices. OKX reserves the right to refuse to provide you our OKX Web3 Trade Services, if you perform or are reasonably suspected to be performing the following actions when accessing or using our OKX Web3 Trade Services:

• Price manipulation or any other malicious market behaviors;
• Harming OKX or other Users through loopholes or other types of flaws or vulnerabilities on the OKX Web3 Trade Services;
• Violation or attempt to violate another user’s legal rights (including but not limited to their privacy and intellectual property rights);
• Participation in any activities that OKX regards as harmful to the market and/or its OKX Web3 Trade Services;
• Violation of any laws or regulations.

5.2 OKX’s Rights. In order to minimize and/or eliminate any adverse effects on the overall market, OKX reserves the right to take the following measures at its sole discretion, including without limitation, contacting and cooperating with relevant legal and/or regulatory authorities. You understand and agree that OKX shall not be liable for any Losses that you may incur as a result of the above measures.

 

6. WARRANTIES

6.1 GENERAL. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY OKX, OKX AND ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND. OKX AND ITS OKX WEB3 TRADE SERVICES, THE CONTENT CONTAINED THEREIN AND DIGITAL ASSETS LISTED THEREIN ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDLESS OF LOCATION, AND WITHOUT LIMITING THE GENERAL PURPOSE OF THE FOREGOING.

6.2NFTS TRANSACTIONS. ANY AND ALL DIGITAL ASSETS THAT ARE PURCHASED, TRANSFERRED, OR EXCHANGED THROUGH THE SERVICES ARE DONE SO ON AN “AS IS” BASIS. OKX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE DIGITAL ASSETS.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

You will indemnify, defend, and hold harmless OKX, our affiliates, and our and their respective officers, directors, employees, and agents from and against any Losses relating to or in connection with any third party claim relating to your use of the OKX Web3 Trade Services, your breach of this OKX Web3 Trade Agreement, or your User Content.

 

OKX’s aggregate liability in connection with this OKX Web3 Trade Agreement shall not exceed the greater of (a) $100 US dollars or (b) the Service Fees OKX received from you.

OKX WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT OR ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF OKX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. GOVERNING LAW

8.1 General. This OKX Web3 Trade Agreement, your use of the OKX Web3 Trade Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this OKX Web3 Trade 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.

8.2 FOR US CUSTOMERS ONLY. This OKX Web3 Trade Agreement and your use of the OKX Web3 Trade Services will be governed by and construed in accordance with the laws and regulations of the State of Delaware of U.S.. The foregoing applicable law provision shall not apply to Section 9.10 below, which shall be governed by the Federal Arbitration Act. You agree that any action at law pursued by you and arising out of or relating to this OKX Web3 Trade Agreement not subject to arbitration (as set forth below) will be filed only in the state or federal courts in San Francisco, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such court over any non-arbitrable suit, action or proceeding arising out of this OKX Web3 Trade Agreement.

9. JURISDICTION AND DISPUTE RESOLUTION

9.1 Dispute Resolution Method. You acknowledge and agree that in the event of any 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 at that time.

9.2 Arbitration Rules and Jurisdiction. 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 9.1, 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”).  The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.

9.3 Arbitration Seats and Language. 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. Any arbitration proceedings shall be conducted in the English language.

9.4 Limited Discovery. 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.

9.5 Final and Binding Nature. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

9.6No Class Action or Litigation. You agree to resolve any and all disputes with OKX on an individual basis through arbitration instead of as part of any class action or representative litigation.

9.7 Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

9.8 Waiver of Jury Trial. UNDER APPLICABLE LAWS, YOU AND OKX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and OKX are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.9 30-Day Right to Opt Out.  You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out via e-email to the following address:  support@OKX.com, within 30 days after first becoming subject to this Arbitration Agreement. Notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

9.10 FOR US CUSTOMERS ONLY. You and OKX agree to arbitrate any dispute arising from this OKX Web3 Trade Agreement or relating to the OKX Web3 Trade Services, except that you and OKX are not required to arbitrate any dispute in which either party exclusively seeks relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. You and OKX agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration and that, in the event that the dispute is not informally resolved, the dispute will be submitted to binding arbitration governed by the Federal Arbitration Act and administered by JAMS (see www.jamsadr.com). The JAMS arbitration shall be conducted in San Francisco, California (or any JAMS Resolution Center which you and the applicable Party agree) before a single JAMS arbitrator, who shall be a retired judicial officer. The JAMS Streamlined Arbitration Rules & Procedures, as modified by this OKX Web3 Trade Agreement, shall apply. Dispositive motions will be allowed, and the arbitrator must follow this OKX Web3 Trade Agreement, and will have the same power to award damages and relief as a court (including fees), and will issue a binding written decision, which can be enforced by entry of judgment by any court of competent jurisdiction. You agree and understand that, absent this mandatory arbitration provision, you and OKX have the right to sue in court and have a jury trial, and further understand that, in some instances, the costs of arbitration may exceed the costs of litigation, and the right to discovery may be more limited in arbitration than in court. If arbitration before JAMS is unavailable or impossible for any valid reason, such arbitration will be conducted by, and according to the rules and regulations then in effect of the American Arbitration Association (“AAA”). The foregoing arbitration provision shall not apply to OKX’s efforts to collect any outstanding amounts pursuant to this OKX Web3 Trade Agreement. In the event that OKX seeks collection of any debit balance or outstanding amounts pursuant to this OKX Web3 Trade Agreement, any such legal action may be brought by OKX in the state or federal courts in San Francisco, California, and you submit to the jurisdiction and venue of this court and waive forum non conveniens.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AGREE TO BRING ANY CLAIMS ARISING FROM THIS OKX WEB3 TRADE AGREEMENT OR RELATING TO THE OKX WEB3 TRADE SERVICES ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. OKX MAY, IN ITS SOLE DISCRETION, SEEK TO CONSOLIDATE INDIVIDUAL CLAIMS IN A SINGLE ARBITRATION PROCEEDING BEFORE A SINGLE ARBITRATOR PURSUANT TO APPLICABLE JAMS RULES AND PROCEDURES (OR EQUIVALENT RULES AND PROCEDURES OF AAA). YOU ACKNOWLEDGE THAT, BY AGREEING TO THIS OKX WEB3 TRADE AGREEMENT, YOU ARE WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

10. GENERAL PROVISIONS

10.1 Acceptance of All Terms and Conditions. By using the OKX WEB3 TRADE Services, you agree that you have read, understood and accepted this OKX WEB3 TRADE User Agreement and all relevant transactions and operational rules in connection with the OKX WEB3 TRADE Services, and you agree to be legally bound by the terms and conditions hereof. OKX reserves the right to change or modify this OKX WEB3 TRADE User Agreement at any time at its sole discretion and will provide notice of such changes by posting the revised OKX WEB3 TRADE User Agreement on the Site and changing the “Last Updated” date herein.  If you do not accept the revised OKX Web3 Trade Agreement, you will stop using the OKX Web3 Trade Services.

Please also carefully read all terms of service, privacy policy, and relevant transactional and operational rules (as amended from time to time) published on the Third Party Platforms. Use of the OKX WEB3 TRADE Services is only allowed after you have read, understood, and agreed to all relevant rules.

 

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 9 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS. SECTION 9 SETS FORTH A PROCEDURE TO OPT OUT OF SUCH ARBITRATION.

OKX Web3 NFT Marketplace User Agreement

 

This OKX Web3 NFT Marketplace User Agreement (“OKX Web3 NFT Marketplace Agreement”) constitutes the Agreement between: you (“User” or “you”) and the service provider (“we”, “us” or “our” or “OKX”), and any of our affiliates regarding your use of the OKX Web3 NFT Marketplace Services (collectively, the “OKX Web3 NFT Marketplace Services”).

• OKX Technology Inc., a U.S. Delaware registered company, for Users who are a resident of United States;
• OKX Technology Services Pte. Ltd., a Singapore registered company, for all other Users eligible to access and use the OKX Web3 NFT Marketplace Services.

By using our OKX Web3 NFT Marketplace Services, you confirm that you have read, understood and accepted this Agreement and any and all other rules or policies, and you shall be legally bound by any and all of these terms and conditions regardless of your location, nationality, and/or Service(s) used. If you do not agree to be bound by this Agreement, do not access or use the OKX Web3 NFT Marketplace Services.

 

Please note that the OKX Web3 NFT Marketplace Services is considered part of our general “Services” as defined in our OKX Web3 Ecosystem Terms of Service. Our OKX Web3 Ecosystem Terms of Service are incorporated by reference throughout this OKX Web3 NFT Marketplace User Agreement and also govern your use of and access to our OKX Web3 NFT Marketplace Services. If there are any conflicts or contradictions between this OKX Web3 NFT Marketplace User Agreement and our Web3 Ecosystem Terms of Service, the OKX Web3 NFT Marketplace User Agreement shall supersede and control only for the OKX Web3 NFT Marketplace Services.

 

1. OKX WEB3 NFT MARKETPLACE SERVICES

 

1.1. OKX Web3 NFT Marketplace Service. The OKX Web3 NFT Marketplace Service is a virtual marketplace and interface that allows Users to create, trade and exchange NFTs and/or other digital collectibles. However, OKX merely provides an online transaction platform, and is not a party to any OKX Web3 NFT Marketplace transactions. NFTs may be created by being minted on OKC or another supported blockchain network.

1.2 Transaction Times. Transaction times for the creation, trade, and exchange of NFTs and/or other digital collectibles by using the Service will depend on actual blockchain network confirmation time on any third party blockchains (“Third Party Blockchains”).

1.3 Use of Digital Wallet Is Required. In order to use the OKX Web3 NFT Marketplace Service, you may have to connect a digital wallet such as an OKX Web3 Wallet. You are solely responsible for any Losses that may arise from your use of your digital wallet through the course of the OKX Web3 NFT Marketplace Services. Your wallet is not accessible to OKX, and we will not keep or maintain your files, Passwords, Mnemonic Phrases, and/or Private Keys for your wallet.

Additionally, because OKX may not access your wallet, OKX is not responsible, and you are responsible, for any transactions executed by or involving your wallet, regardless of whether you approved such transactions.

1.5 Password and Private Key. Digital wallets may have various decentralized characteristics of blockchain technology. These decentralized services are different from banking financial institutions. You understand and accept that OKX is not responsible for the following: storage of your security Password (which is the Password you set when you create or import your wallet); Private Key and Mnemonic Phrase; retrieval of your security Password, Private Key or Mnemonic Phrase; freezing of your wallet, reports of lost wallet; restoration of your wallet; or other actions required to maintain or access your wallet. Please keep all of these safe as your inability to access these will prevent you from accessing your wallet and any Digital Assets or other funds you may have.

1.6 Purpose and Legality of Use. You agree that you shall use the OKX Web3 NFT Marketplace and the Services for legitimate purposes only, and you shall not have the intention of using the OKX Web3 NFT Marketplace Services as a medium of noncompliance to Applicable Laws. You agree that the source of the Digital Assets deposited into your wallet is legal. You also agree to abide by all rules, terms, and any other notices or relevant agreements published and updated by OKX from time to time, including announcements, procedural instructions, risk disclosures, and other rules and terms.

1.7 Prototype. You agree and accept that the OKX Web3 NFT Marketplace is an early version of the product and not yet fully audited. OKX is not responsible for any Losses you may experience, nor is OKX under any obligation to compensate or indemnify any lost Digital Assets to You.

2. SERVICE FEES

 

2.1 Gas Fees. During the course of your access and use of the OKX Web3 NFT Marketplace Services, you may incur various gas fees. Gas fees generated on any Third Party Blockchains under these OKX Web3 NFT Marketplace Services will be paid by you.

 

2.2 Third Party Protocol Fees. There may also be other third party protocol fees that arise during your access and use of the OKX Web3 NFT Marketplace Services, including but not limited to your transfer of Digital Assets, NFTs and/or digital collectibles. You are solely responsible for paying any and all of these third party protocol fees that may arise.

 

2.3 Service Fees. Please note that OKX does not currently charge any Service Fees, but we reserve the right to charge you Service Fees in the future. OKX may charge you certain fees (“Service Fees”) for providing the OKX Web3 NFT Marketplace Services to you. The Service Fees may be a percentage of your transaction amount through the OKX Web3 NFT Marketplace Services. OKX may deduct the applicable Service Fees from your transaction amount as payment for your OKX Web3 NFT Marketplace Services use.

 

3. OWNERSHIP RIGHTS

3.1 General. OKX Web3 NFT Marketplace Services may provide NFTs through Third Party Blockchains.

3.2 NFT Artwork IP Rights. When you create, sell or provide NFTs, you hereby represent and warrant that (i) you either own, or control the rights relating to the NFTs and the digital artwork that are used by you to create and/or mint the NFTs (the “Artwork”); (ii) you are authorized to license the rights, including without limitation any and all intellectual property rights and interests relating to the NFT and the Artwork; (iii) any and all NFTs and the Artwork that you provide shall not infringe any patent, copyright, trademark, trade secret or any other intellectual property rights of any third party; (iv) no injurious, deleterious or defamatory material, writing or images shall be used in or on the NFTs and the Artwork. If you infringe any intellectual property rights of any third party, you shall take the sole liability for any and all Losses that may arise. You shall indemnify, defend and hold harmless OKX, our affiliates, and our and their respective officers, directors, employees, and agents from and against any Losses relating to or in connection with any third party claim relating to or as a result of any infringement or alleged infringement, or misappropriation or alleged misappropriation, of any patents, copyrights, trademarks, registered designs or any other intellectual property rights arising out of or relating to such NFTs or Artwork set forth in this section.

3.3 No IP Rights to Artwork. When you purchase an NFT, you acknowledge and agree that while you may own the respective NFT, you do not own any intellectual property rights in the Artwork unless otherwise agreed by between the purchaser and the seller. Ownership of the NFT is mediated entirely by the Smart Contract and our blockchain network. OKX has no responsibility for the NFTs created or traded by users on OKX. OKX does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any NFT on OKX. We may not seize, freeze or modify the ownership of any NFT.

3.4 Limited Right to Use. Subject to your adherence and compliance with these Terms, you, as the seller hereby grant the purchaser a worldwide, royalty-free license to use, copy, and display the purchased Artwork (which may include any rights regarding creation or use that you and the prior owner and/or creator have agreed to) for the following limited non-commercial and personal purposes:

• User’s own non-commercial, personal use;
• Part of an exchange or digital marketplace that allows the purchase and/or sale of your NFT, provided that the exchange or digital marketplace shall cryptographically verify ownership rights to display the Artwork in order to ensure that only the actual owner may display the Artwork;
• Part of a third-party website, application, or exchange that permits the inclusion, involvement, participation or display of your NFT, provided that the website, application, or exchange shall cryptographically verify ownership rights to display the Artwork in order to ensure that only the actual owner may display the Artwork, and that the Artwork shall no longer be visible once the owner of the NFT leaves the website, application, or exchange.

3.5 NFT Secondary Sales. Subject to your adherence and compliance with these Terms, you, as the purchaser, agree that nothing in this Section shall be deemed to restrict you from owning or operating an exchange or marketplace that permits the use and sale of NFTs in general, provided that your exchange or marketplace shall cryptographically verify each NFT owner’s rights to display their Artwork in order to ensure that only the actual owner can display the Artwork.

3.6 Intellectual Property Rights.  OKX will take down works in response to the U.S. Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a User's access to the Service if the User is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please fill out our form here or you may submit written notice to our designated copyright agent at: support@okx.com.

For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder.  Any notice must include:

• Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
• Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;
• Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
• A declaration that contains all of the following:
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
• A statement that the information in the notice is accurate; and
• A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
• Your physical or electronic signature (of your full legal name).

Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on OKX and can also contact you to resolve any dispute.

4. OKX WEB3 NFT MARKETPLACE ADDITIONAL RISK DISCLOSURES

4.1 No Guarantee of Specific Timing. You understand and agree that when you redeem or access your NFTs, Digital Assets, and/or digital collectibles, the time it actually takes for you to receive the NFTs, Digital Assets, and/or digital collectibles into your digital wallet may vary, and the Digital Assets received and displayed on your digital wallet shall be final. OKX is not liable for any Losses as a result of the aforementioned.

4.2 Limitation of Aggregate Liability. You understand and agree that OKX’s aggregate liability shall not exceed the Service Fees OKX received from you.

4.3 Amendment of the OKX Web3 NFT Marketplace User Agreement. You understand and agree that OKX reserves the right to amend the content of this OKX Web3 NFT Marketplace User Agreement at any time in its sole discretion. OKX shall not be liable for any Losses arising from your misunderstanding of the OKX Web3 NFT Marketplace User Agreement or your delay of reading any amendments or updates to this OKX Web3 NFT Marketplace User Agreement.

4.4 Wrong Address. OKX is not responsible for any Losses resulting from sending NFTs, Digital Assets and/or digital collectibles to the wrong address(es). You shall ensure your deposit of your digital assets, NFTs, and/or digital collectibles are to the right address designated by OKX to receive your digital assets, NFTs, and/or digital collectibles to be transferred to the Third Party Blockchain through your use of the Services. You shall provide a correct address of your wallet that you use to receive your digital assets, NFTs, and/or digital collectibles to be transferred from the Third Party Blockchain through use of the Service. OKX shall not be liable for any and all Losses resulting from your own fault or error, including but not limited to: you providing an incorrect address of your wallet or other address for receiving digital assets, NFTs, and/or digital collectibles, or you transferring your assets to a wrong address.

 

4.5 User Fault or Error. You agree that you shall bear any and all Losses resulting from your own fault or error, including but not limited to: not being in accordance with the transaction prompts operation, not conducting timely transactions on the OKX Web3 NFT Marketplace, transferring your digital assets, NFTs, and/or digital collectibles to a wrong Third Party Blockchain or wrong address, forgetting or leakage of passwords, cracked passwords, your computer being invaded or hacked by others, and/or entering into the wrong address to transfer or receive digital assets, NFTs, and/or digital collectibles.

 

4.6 Third Party Content and Services. You understand and agree that when you use the OKX Web3 NFT Marketplace Services, you may access and use Third Party Blockchains. OKX shall not be liable for any and all Losses caused by your use of or access to Third Party Blockchains. You understand and agree to OKX’s grant of access to any and all Third Party Blockchains. OKX merely provides project display, revenue distribution, and other related services. OKX shall not be liable for any Losses incurred as a result of contract vulnerabilities; hacking incidents; suspension, discontinuation, or termination of business; bankruptcy; abnormal suspension; or cessation of Third Party Blockchain operations or other potential risks. Furthermore, you agree to bear any and all Losses you may suffer as a result of the aforementioned risks. If you suffer any Losses as a result of the aforementioned risks, you understand and agree that any Digital Assets that may be stored on your wallet, including any NFTs or other digital collectibles, may be permanently lost.

The OKX Web3 NFT Marketplace Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). Any links of Third-Party Websites in OKX Services do not mean that OKX endorses any products, services, information and disclaimers provided therein, and OKX does not guarantee the accuracy of the information contained therein. When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our OKX Web3 NFT Marketplace Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of OKX, and may be “open” applications for which no recourse is possible. OKX is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. OKX provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk. OKX shall not be liable for any Losses caused by your use of such third party products and services on Third-Party Websites and Third-Party Applications. OKX and each Third-Party Website and Third-Party Application are independent legal entities, and this OKX Web3 NFT Marketplace Agreement shall not constitute any form of agency, partnership or cooperative relationship between the parties. OKX and each Third-Party Website and Third-Party Application shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

4.7 Third Party Blockchain Malfunctions. You understand and agree that if OKX or any Third Party Blockchain(s) cannot function properly or the OKX Web3 NFT Marketplace Services are interrupted because of the following conditions, and you are unable to use the OKX Web3 NFT Marketplace Services or cannot make commands or perform related OKX Web3 NFT Marketplace operations or transactions, including without limitation, failure, delay, interruption, system lack of response, delayed system response, or any other abnormal and/or unexpected circumstances, OKX shall not be liable for any Losses. These circumstances include but are not limited to:

• Third Party Blockchain(s) suspends, discontinues, and/or terminates its business, closes down, and/or abnormally suspends or terminates the Services;
• Service suspension due to maintenance as announced by Third Party Blockchain;
• System fails to transmit data;
• Force Majeure event(s) that lead to the suspension of the third Party Blockchain;
• Third Party Blockchain’s service interruption or delay arising from hacking, computer viruses, technical adjustments or failure, website upgrades, banking issues, temporary closures arising from legal or government regulations; etc.;
• Third Party Blockchain’s service interruption or delay caused by its computer system being damaged, defective or unable to normally perform;
• Losses arising from technical problems that cannot be predicted or solved by existing technology in the industry;
• Losses you or other third parties suffer that arise from the fault or delay of the third party;
• Losses you or other third parties suffer that arise from changes in laws, regulations and/or government orders;
• Losses you or other third parties suffer that arise from Force Majeure events caused by unforeseeable, unavoidable, and/or unsolvable objective circumstances.

You understand and agree that the forementioned reasons may lead to abnormal transactions, market interruptions, and other possible abnormal circumstances. You also appreciate that the risk disclosure statement herein is not and cannot be comprehensive or exhaustive. OKX may refuse to execute your commands based on the actual circumstances. Furthermore, you understand and agree that OKX shall not be liable for any Losses arising from or related to any of the forementioned circumstances.

4.8 Losses Based on Your Lack of Eligibility. You understand and accept that OKX shall not be liable for any Losses caused by any risks relating to your eligibility to access or use our OKX Web3 NFT Marketplace Services.

5. PROHIBITED PRACTICES

5.1 No Unfair Trading Practices. You understand and agree that OKX strictly prohibits unfair trading practices. OKX reserves the right to refuse to provide you our OKX Web3 NFT Marketplace Services, if you perform or are reasonably suspected to be performing the following actions when accessing or using our OKX Web3 NFT Marketplace Services:

• Price manipulation or any other malicious market behaviors;
• Harming OKX or other Users through loopholes or other types of flaws or vulnerabilities on the OKX Web3 NFT Marketplace Services;
• Violation or attempt to violate another user’s legal rights (including but not limited to their privacy and intellectual property rights) ;
• Participation in any activities that OKX regards as harmful to the market and/or its OKX Web3 NFT Marketplace Services;
• Violation of any laws or regulations.

5.2 OKX’s Rights. In order to minimize and/or eliminate any adverse effects on the overall market, OKX reserves the right to take the following measures at its sole discretion, including without limitation, contacting and cooperating with relevant legal and/or regulatory authorities. You understand and agree that OKX shall not be liable for any Losses that you may incur as a result of the above measures.

 

6. WARRANTIES

6.1 GENERAL. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY OKX, OKX AND ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND. OKX AND ITS OKX WEB3 NFT MARKETPLACE SERVICES, THE CONTENT CONTAINED THEREIN, AND DIGITAL ASSETS, NFTS, AND/OR DIGITAL COLLECTIBLES LISTED THEREIN ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDLESS OF LOCATION, AND WITHOUT LIMITING THE GENERAL PURPOSE OF THE FOREGOING.

6.2NFTS TRANSACTIONS. ANY AND ALL DIGITAL ASSETS, NFTS OR DIGITAL COLLECTIBLES THAT ARE PURCHASED, TRANSFERRED, OR EXCHANGED THROUGH THE SERVICES ARE DONE SO ON AN “AS IS” BASIS. OKX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE NFTS, DIGITAL COLLECTIBLES OR OTHER DIGITAL ASSETS.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

You will indemnify, defend, and hold harmless OKX, our affiliates, and our and their respective officers, directors, employees, and agents from and against any Losses relating to or in connection with any third party claim relating to your use of the OKX Web3 NFT Marketplace Services, your breach of this OKX Web3 NFT Marketplace Agreement, or your Artwork or NFTs you buy, sell, or otherwise use in connection with the OKX Web3 NFT Marketplace Services.

 

OKX’s aggregate liability in connection with this OKX Web3 NFT Marketplace Agreement shall not exceed the greater of (a) $100 US dollars or (b) the Service Fees OKX received from you.

OKX WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT OR ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF OKX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. GOVERNING LAW

8.1 General. This OKX Web3 NFT Marketplace Agreement, your use of the OKX Web3 NFT Marketplace Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this OKX Web3 NFT Marketplace 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.

8.2 FOR US CUSTOMERS ONLY. This OKX Web3 NFT Marketplace Agreement and your use of the OKX Web3 NFT Marketplace Services will be governed by and construed in accordance with the laws and regulations of the State of Delaware of U.S.. The foregoing applicable law provision shall not apply to Section 9.10 below, which shall be governed by the Federal Arbitration Act. You agree that any action at law pursued by you and arising out of or relating to this OKX Web3 NFT Marketplace Agreement not subject to arbitration (as set forth below) will be filed only in the state or federal courts in San Francisco, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any non-arbitrable suit, action or proceeding arising out of this OKX Web3 NFT Marketplace Agreement.

9. JURISDICTION AND DISPUTE RESOLUTION

9.1 Dispute Resolution Method. You acknowledge and agree that in the event of any 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 at that time.

9.2 Arbitration Rules and Jurisdiction. 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 9.1, 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”).  The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.

9.3 Arbitration Seats and Language. 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. Any arbitration proceedings shall be conducted in the English language.

9.4 Limited Discovery. 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.

9.5 Final and Binding Nature. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

9.6 No Class Action or Litigation. You agree to resolve any and all disputes with OKX on an individual basis through arbitration instead of as part of any class action or representative litigation.

9.7 Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

9.8 Waiver of Jury Trial. UNDER APPLICABLE LAWS, YOU AND OKX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and OKX are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

9.9 30-Day Right to Opt Out.  You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out via e-email to the following address:  support@OKX.com, within 30 days after first becoming subject to this Arbitration Agreement. Notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

9.10 FOR US CUSTOMERS ONLY. You and OKX agree to arbitrate any dispute arising from this OKX Web3 NFT Marketplace Agreement or relating to the OKX Web3 NFT Marketplace Services, except that you and OKX are not required to arbitrate any dispute in which either party exclusively seeks relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. You and OKX agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration and that, in the event that the dispute is not informally resolved, the dispute will be submitted to binding arbitration governed by the Federal Arbitration Act and administered by JAMS (see www.jamsadr.com). The JAMS arbitration shall be conducted in San Francisco, California (or any JAMS Resolution Center which you and the applicable Party agree) before a single JAMS arbitrator, who shall be a retired judicial officer. The JAMS Streamlined Arbitration Rules & Procedures, as modified by this OKX Web3 NFT Marketplace Agreement, shall apply. Dispositive motions will be allowed, and the arbitrator must follow this OKX Web3 NFT Marketplace Agreement, and will have the same power to award damages and relief as a court (including fees), and will issue a binding written decision, which can be enforced by entry of judgment by any court of competent jurisdiction. You agree and understand that, absent this mandatory arbitration provision, you and OKX have the right to sue in court and have a jury trial, and further understand that, in some instances, the costs of arbitration may exceed the costs of litigation, and the right to discovery may be more limited in arbitration than in court. If arbitration before JAMS is unavailable or impossible for any valid reason, such arbitration will be conducted by, and according to the rules and regulations then in effect of the American Arbitration Association (“AAA”). The foregoing arbitration provision shall not apply to OKX’s efforts to collect any outstanding amounts pursuant to this OKX Web3 NFT Marketplace Agreement. In the event that OKX seeks collection of any debit balance or outstanding amounts pursuant to this OKX Web3 NFT Marketplace Agreement, any such legal action may be brought by OKX in the state or federal courts in San Francisco, California, and you submit to the jurisdiction and venue of this court and waive forum non conveniens.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AGREE TO BRING ANY CLAIMS ARISING FROM THIS OKX WEB3 NFT MARKETPLACE AGREEMENT OR RELATING TO THE OKX WEB3 NFT MARKETPLACE SERVICES ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. OKX MAY, IN ITS SOLE DISCRETION, SEEK TO CONSOLIDATE INDIVIDUAL CLAIMS IN A SINGLE ARBITRATION PROCEEDING BEFORE A SINGLE ARBITRATOR PURSUANT TO APPLICABLE JAMS RULES AND PROCEDURES (OR EQUIVALENT RULES AND PROCEDURES OF AAA). YOU ACKNOWLEDGE THAT, BY AGREEING TO THIS OKX WEB3 NFT MARKETPLACE AGREEMENT, YOU ARE WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

 

10 GENERAL PROVISIONS

10.1 Acceptance of All Terms and Conditions. By using the OKX WEB3 NFT MARKETPLACE Services, you agree that you have read, understood and accepted this OKX WEB3 NFT MARKETPLACE User Agreement and all relevant transactions and operational rules in connection with the OKX WEB3 NFT MARKETPLACE Services, and you agree to be legally bound by the terms and conditions hereof. OKX reserves the right to change or modify this OKX WEB3 NFT MARKETPLACE User Agreement at any time at its sole discretion and will provide notice of such changes by posting the revised OKX WEB3 NFT MARKETPLACE User Agreement on the Site and changing the “Last Updated” date herein. If you do not accept the revised OKX Web3 NFT Marketplace User Agreement, you will stop using the OKX Web3 NFT Marketplace Services.

Please also carefully read all terms of service, privacy policy, and relevant transactional and operational rules (as amended from time to time) published on the Third Party Platforms. Use of the OKX WEB3 NFT MARKETPLACE Services is only allowed after you have read, understood, and agreed to all relevant rules.